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                                                                     EXHIBIT 3.2

                                     BYLAWS
                                       OF
                         JOHN DEERE CAPITAL CORPORATION
                          (As Amended December 9, 1994)

                           ARTICLE I - IDENTIFICATION

SECTION 1. NAME. The name of the Company is John Deere Capital Corporation
(hereinafter referred to as the "Company").

SECTION 2. OFFICES. The principal office of the Company in Delaware shall be at
1209 Orange Street, in the City of Wilmington, County of New Castle, State of
Delaware. The Company may maintain, change or discontinue its other offices,
including its principal business office in the City of Reno, State of Nevada,
and may have such other offices both within and without the State of Delaware as
its business may require.

SECTION 3. SEAL. The seal of the Company shall be circular in form and mounted
upon a metal die, suitable for impressing the same upon paper. It shall have
inscribed thereon the name of the Company, the words "Corporate Seal" and the
word "Delaware."

SECTION 4. FISCAL YEAR. The fiscal year of the Company shall begin on the first
day of November in each calendar year and end on the last day of October in the
following calendar year.

                          ARTICLE II - THE STOCKHOLDERS

SECTION 1. PLACE OF MEETINGS. Annual meetings of the stockholders for the
election of directors and meetings of the stockholders for any other purpose may
be held at such place within the State of Delaware or elsewhere as may be
specified by the Chairman, the President or the Board of Directors.

SECTION 2. ANNUAL MEETING. The annual meeting of the stockholders, at which they
shall elect directors by voice vote or otherwise and by plurality vote and may
transact such other business as may properly be brought before the meeting,
shall be held at three forty-five o'clock in the afternoon, local time, on the
Tuesday before the last Wednesday in February of each year, if such day is not a
legal holiday, and if a legal holiday, then on the first following day that it
not a legal holiday. The time and place of such meeting shall not be changed
within sixty days before such meeting.

SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders may be called
by the Chairman, the President or the Board of Directors, and shall be called by
the Chairman, the President or the Secretary at the request in writing of
stockholders owning not less than twenty percent of the shares entitled to vote
at a meeting. Such request shall state the purpose or purposes of the proposed
meeting.


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SECTION 4. NOTICE OF MEETINGS. Notice of each meeting of stockholders, stating
the place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered at least
ten days before the date of the meeting, either personally or by mail, by or at
the direction of the President or the Secretary to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the stockholder
at his address as it appears on the stock transfer books of the Company, with
postage thereon prepaid. Notice of any meeting of stockholders may be waived in
writing signed by the stockholder entitled to such notice, whether before or
after the time of such meeting, and shall be equivalent to the giving of such
notice.

SECTION 5. QUORUM. The holders of a majority of the shares entitled to vote at
any meeting of stockholders, present in person or by proxy, shall constitute a
quorum at such meeting except as otherwise provided by statute. If, however,
such quorum shall not be present at a meeting of the stockholders, the holders
of a majority of the shares entitled to vote, present in person or by proxy, may
adjourn the meeting from time to time without notice other than announcement at
the meeting until a quorum shall be present. At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally called. Whenever a quorum shall be
present at any meeting, all matters shall be decided by vote of the holders of a
majority of the shares present, unless otherwise provided by statute or, in the
case of election of directors, by these Bylaws.

SECTION 6. ORGANIZATION. The Chairman of the Company or, in the event of his
absence or inability to act, the President or in the event of the absence or
inability to act of both, a Director present, acting in such order of priority
as shall be designated by the Chairman, shall preside as chairman at each
meeting of the stockholders. The Secretary of the Company shall act as secretary
of each meeting of the stockholders. In the event of his absence or inability to
act, the chairman of the meeting shall appoint a person who need not be a
stockholder to act as secretary of the meeting.

SECTION 7. ACTION WITHOUT A MEETING. Whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken in connection with any
corporate action by any provisions of the statutes or of the certificate of
incorporation, the meeting and vote of stockholders may be dispensed with, if
all the stockholders who would have been entitled to vote upon the action if
such meeting were held, shall consent in writing to such corporate action being
taken.

                      ARTICLE III - THE BOARD OF DIRECTORS

SECTION 1. NUMBER AND QUALIFICATIONS. The business and affairs of the Company
shall be managed by a Board of not less than eight nor more than fifteen
directors who need not be residents of the State of Delaware or stockholders of
the Company. The number of directors may be increased or decreased from time to
time by amendment of the Bylaws, provided no decrease shall have the effect of
shortening the term of any incumbent director.


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SECTION 2. ELECTION. Directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 3 of this Article, and each director
elected shall hold office during the term for which he is elected and until his
successor is elected and qualified.

SECTION 3. VACANCIES. Any vacancies occurring in the Board of Directors and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the remaining directors though less
than a quorum of the Board of Directors, and the directors so chosen shall hold
office until the next annual election of directors and until their successors
are elected by the stockholders and are qualified.

SECTION 4. REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held without notice at such time and at such place either within or without the
State of Delaware as shall from time to time be determined by the Board.

SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
held upon notice by letter, telegram, cable or radiogram, delivered for
transmission not later than during the day immediately preceding the day for
such meeting, or by word of mouth, telephone or radiophone received not later
than during the second day immediately preceding the day for such meeting, upon
call of the Chairman, the President, or upon call by the Chairman, the President
or the Secretary at the request in writing of one-third of the directors then in
office, at the principal business office of the Company, or at any other place
either within or without the State of Delaware approved by the Board of
Directors, the Chairman or the President. Notice of any special meeting of the
Board of Directors may be waived in writing signed by the person or persons
entitled to such notice, whether before or after the time of such meeting, and
shall be equivalent to the giving of such notice. Attendance of a director at
such meeting shall constitute a waiver of notice thereof, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because such meeting is not lawfully convened.
Neither the business to be transacted at, nor the purpose of, any special
meeting of the Board of Directors need be specified in the notice, or waiver of
notice, of such meeting.

SECTION 6. QUORUM. One-third of the number of directors fixed by the Bylaws (but
in no event less than two) shall constitute a quorum for the transaction of
business. The act of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors except as otherwise
provided by statute or these Bylaws. During an emergency period following a
national catastrophe, due to enemy attack, a majority of the surviving members
of the Board of Directors who have not been rendered incapable of acting as the
result of physical or mental incapacity or the difficulty of transportation to
the place of the meeting shall constitute a quorum for the purpose of filling
vacancies in the Board of Directors and among the elected officers of the
Company.

SECTION 7. ORGANIZATION. The Chairman or, in the event of his absence or
inability to act, the President or, in the event of the absence or inability to
act of both the Chairman and the President, another director present, acting in
such order of priority as shall be designated by the Chairman, shall act as
chairman of each meeting of the Board of Directors.


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SECTION 8. ACTIONS BY WRITTEN CONSENT. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting, if prior to such action a written consent thereto is
signed by all members of the Board or of such committee as the case may be, and
such written consent is filed with the minutes of proceedings of the Board or
such committee.

SECTION 9. INTEREST OF DIRECTORS IN TRANSACTIONS. No contract or other
transaction between this Company and any other entity or person (including
directors, officers and stockholders of this Company) and no act of this Company
shall be invalidated or rendered voidable solely by reason of the fact that any
of the directors, officers or stockholders of this Company are pecuniarily or
otherwise interested in such contract, transaction or act of the Company,
individually or as directors, trustees, partners, officers or holders of
equivalent positions in such entity or person, or by reason of a pecuniary or
other interest in such entity or person; and any director of this Company who is
so interested may be counted in determining the existence of a quorum at any
meeting of the Board of Directors which shall authorize any such contract,
transaction or act and may vote at any such meeting to authorize any such
contract, transaction or act.

SECTION 10. COMMITTEES OF DIRECTORS. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the Company, which, to
the extent provided in the resolution, shall have any may exercise the powers of
the Board of Directors in the management of the business and affairs of the
Company and may authorize the seal of the Company to be affixed to all papers
which may require it. Such committee or committees shall have such name or names
as may be determined from time to time by resolution adopted by the Board of
Directors. The committees shall keep regular minutes of their proceedings and
report the same to the Board of Directors when required.

                            ARTICLE IV - THE OFFICERS

SECTION 1. NUMBER AND QUALIFICATIONS. The principal officers of the Company
shall consist of a Chairman, a President, one or more Vice Presidents, a
Secretary and a Treasurer; and the Company may have such other officers and
assistant officers as may be deemed necessary by the Board of Directors. Any
number of offices may be held by the same person.

SECTION 2. GENERAL DUTIES. All officers of the Company shall have such authority
and perform such duties in the management of the Company as may be provided by
or delegated in accordance with these Bylaws, or as may be determined by
resolution of the Board of Directors not inconsistent with these Bylaws. All
agents and employees of the Company not appointed by the Board of Directors may
be appointed by the CHAIRMAN, the President or by persons authorized by either
of them to do so, to serve for such time and to have such duties as the
appointing authority may determine from time to time.

SECTION 3. ELECTION AND TERM OF OFFICE. The officers shall be elected annually
by the Board of Directors at its regular meeting held on the Friday following
the last Wednesday in


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February of each year. Each officer shall hold office for one year and until his
successor is elected and qualified, or until he shall have resigned or shall
have been removed in the manner provided in Section 4.

SECTION 4. REMOVAL. Any officer may be removed by the Board of Directors
whenever in its judgment the interests of the Company will be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of
the person removed. Election of an officer shall not of itself create contract
rights.

SECTION 5. RESIGNATIONS. Any officer may resign at any time by giving written
notice to the Board of Directors, the Chairman or to the President. Such
resignation shall take effect at the time specified therein and, unless
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

SECTION 6. VACANCIES. A vacancy in any office shall be filled by the Board of
Directors.

SECTION 7. CHAIRMAN. The Chairman shall be the chief executive officer of the
Company. He shall have power to execute in the name of the Company all bonds,
contracts, other obligations and property conveyances which are duly authorized,
and he shall have all the powers and perform all duties devolving upon him by
law and as head of the Company. He may call special meetings of the stockholders
and of the Board of Directors. From time to time he shall bring to the attention
of the Board of Directors such information or recommendations concerning the
business and affairs of the Company as he may deem necessary or appropriate.
When present, he shall preside at all meetings of the stockholders and the Board
of Directors.

SECTION 8. PRESIDENT. The President shall have such powers and perform such
duties as the Board of Directors may from time to time prescribe or as the chief
executive officer may from time to time delegate to him. In the absence or
inability to act of the Chairman, the President shall perform the duties of the
Chairman.

SECTION 9. VICE PRESIDENTS. Each Vice President shall have such powers and
perform such duties as the Board of Directors may from time to time prescribe or
as the Chairman or the President may from time to time delegate to him. In the
absence or inability to act of the President, his duties shall be performed by a
Vice President designated by the Chairman of the Board of Directors.

SECTION 10. SECRETARY. The Secretary shall act as Secretary of all meetings of
the stockholders and the Board of Directors, and of committees of the Board of
Directors. He shall prepare and keep, or cause to be kept in books provided for
the purpose, minutes of all meetings of the stockholders and the Board of
Directors; shall see that all notices are fully given in accordance with the
provisions of these Bylaws and as required by law; shall be custodian of the
records and of the seal of the Company and see that the seal is affixed to all
documents the execution of which on behalf of the Company under its seal is duly
authorized; and in general, he shall perform all duties incident to the office
of Secretary and as required by law and such other duties as may be assigned to
him from time to time by the Board of Directors, the Chairman or by the
President.


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Each Assistant Secretary (if one or more Assistant Secretaries be elected) shall
assist the Secretary in his duties and shall perform such other duties as the
Board of Directors may prescribe from time to time, or the Chairman, the
President or the Secretary may delegate to him from time to time. In the event
of the absence or inability to act of the Secretary, his duties shall be
performed by an Assistant Secretary.

SECTION 11. TREASURER. The Treasurer shall have charge and custody of, and be
responsible for, all moneys, notes and securities in the possession of the
Company, and deposit all funds in the name of the Company in such banks, trust
companies or other depositories as he may select; shall receive, and give
receipts for, moneys due and payable to the Company from any source whatsoever;
and in general, he shall perform all the duties incident to the office of
Treasurer and as required by law and such other duties as may be assigned to him
from time to time by the Board of Directors, the Chairman or by the President.

Each Assistant Treasurer (if one or more Assistant Treasurers be elected) shall
assist the Treasurer in his duties and shall perform such other duties as the
Board of Directors may prescribe from time to time, or the Chairman, the
President or the Treasurer may delegate to him from time to time. In the event
of the absence or inability to act of the Treasurer, his duties shall be
performed by an Assistant Treasurer.

                ARTICLE V - ACTS WITH RESPECT TO SECURITIES OWNED

SECTION 1. ENDORSEMENT OF SECURITIES. Subject always to the specific directions
of the Board of Directors, any security or securities owned by the Company
(including re-acquired shares of capital stock of the Company) may, for sale or
transfer, be endorsed in the name of the Company by the Chairman, the President
or a Vice President, and may be attested by the Secretary or an Assistant
Secretary either with or without affixing thereto the corporate seal.

Section 2. VOTING OF SHARES OWNED. Subject always to the specific directions of
the Board of Directors, any share or shares of stock issued by any other
corporation and owned or controlled by the Company may be voted at any
stockholders' meeting of such other corporation by the Chairman, the President
of the Company if either be present at such meeting, or in his absence by any
Vice President of the Company who may be present at such meeting. Whenever, in
the judgment of the Chairman, the President or a Vice President, it is desirable
for the Company to execute a proxy or give a stockholder's consent in respect to
any share or shares of stock issued by any other corporation and owned or
controlled by the Company, such proxy or consent shall be executed in the name
of the Company by the Chairman, the President or a Vice President of the Company
and shall be attested by the Secretary or an Assistant Secretary of the Company
under the corporate seal without necessity of any further authorization of the
Board of Directors. Any person or persons designated in the manner above stated
as the proxy or proxies of the Company shall have full right, power and
authority to vote the share or shares of stock issued by such other corporation
and owned or controlled by the Company.


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                          ARTICLE VI - OTHER PROVISIONS

SECTION 1. CERTIFICATES OF STOCK. Certificates to evidence ownership of stock of
the Company shall be issued in such form as the Board of Directors shall from
time to time approve.

SECTION 2. LOANS. No loan shall be made to any director or officer of the
Company, and no loan shall be made to anyone secured by shares of the Company's
capital stock.

SECTION 3. AMENDMENTS. These Bylaws may be altered or repealed either by the
Board of Directors or by the holders of the issued and outstanding voting stock
of the Company.



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