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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-K

               [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE FISCAL YEAR ENDED JANUARY 31, 1997
                                       OR
               [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
       FOR THE TRANSITION PERIOD FROM                  TO
                                       ---------------    ---------------

                           COMMISSION FILE NO. 1-12641

                              ---------------------
                                RDO EQUIPMENT CO.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                               45-0306084
         (State of incorporation)           (I.R.S. Employer Identification No.)

                           2829 SOUTH UNIVERSITY DRIVE
                            FARGO, NORTH DAKOTA 58103
               (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code:  (701) 237-7363

     Securities registered pursuant to Section 12(b) of the Act:  CLASS A COMMON
     STOCK, $.01 PAR VALUE
      Securities registered pursuant to Section 12(g) of the Act:  NONE

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  YES  X   NO
                                               ---     ---

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [x].

     As of April 25, 1997, 5,721,508 shares of Class A Common Stock of the
Registrant were outstanding, and the aggregate market value of the Class A
Common Stock of the Registrant as of that date (based upon the last reported
sale price of the Class A Common Stock on that date as reported by the New York
Stock Exchange), excluding outstanding shares beneficially owned by directors
and executive officers, was approximately $86 million.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Part II of this Annual Report on Form 10-K incorporates by reference
information (to the extent specific pages are referred to herein) from the
registrant's Annual Report to Shareholders for the year ended January 31, 1997
(the "1997 Annual Report").  Part III of this Annual Report on Form 10-K
incorporates by reference information (to the extent specific sections are
referred to herein) from the registrant's Proxy Statement for its 1997 Annual
Meeting to be held May 29, 1997 (the "1997 Proxy Statement").

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                         CAUTIONARY STATEMENT REGARDING
                  FUTURE RESULTS AND FORWARD-LOOKING STATEMENTS

     The future results of RDO Equipment Co. (the "Company"), including results
reflected in any forward-looking statement made by or on behalf of the Company,
will be impacted by a number of important factors.  The factors identified below
in the section entitled "Certain Important Factors" are important factors (but
not necessarily all important factors) that could cause the Company's actual
future results to differ materially from those expressed in any forward-looking
statement made by or on behalf of the Company.  Words such as "may," "will,"
"expect," "believe," "anticipate," "estimate," or "continue" or comparable
terminology are intended to identify forward-looking statements.  Forward-
looking statements, by their nature, involve substantial risks and
uncertainties.

                                     PART I
ITEM 1.   BUSINESS.

GENERAL

     The Company operates 38 retail stores in seven states, specializing in the
distribution, sales, service and rental of equipment, primarily supplied by
Deere & Company and its subsidiaries ("Deere"), to the agricultural,
construction, materials handling and transportation industries, as well as to
public service entities, government agencies and utilities.  The Company's
stores are located in Arizona, California, Minnesota, North Dakota, South
Dakota, Texas and Washington.  These stores include the largest network of Deere
construction equipment dealerships and agricultural equipment dealerships in the
United States.  The Company believes that its network of stores enables it to
achieve benefits from increasing operational synergies. The Company expects to
continue to expand its network through future acquisitions.

     The equipment and parts sold by the Company primarily are supplied by 
Deere, which is a leading manufacturer and supplier of construction and 
agricultural equipment in the United States. Sales of new Deere equipment by 
the Company accounted for approximately 71% of the Company's new equipment 
sales in fiscal 1997.  No other supplier accounted for more than 10% of the 
Company's new equipment sales in fiscal 1997. The Company expects that Deere 
products will continue to account for the majority of its construction and 
agricultural new equipment sales. The Company's stores also offer 
complementary equipment from other suppliers, used equipment, new and used 
parts, equipment servicing, equipment rental, and other related products and 
services.

     For the fiscal year ended January 31, 1997, the Company's revenues were
generated from the following areas of business:

               New equipment sales . . . . . . . . . . . . . .     52%
               Used equipment sales. . . . . . . . . . . . . .     22%
               Product support, parts, service . . . . . . . .     25%
               Equipment rental income . . . . . . . . . . . .      1%

     The Company is the surviving entity resulting from a merger between the
Company and RDO Equipment Co., a North Dakota corporation ("RDO-North Dakota")
which was effective January 22, 1997 (the "Merger").  RDO-North Dakota was
originally incorporated in North Dakota on March 13, 1968.  The Company's
executive offices are located at 2829 South University Drive, Fargo, North
Dakota 58103.


<PAGE>

The Company's phone number is (701) 237-7363.  References to the Company include
its subsidiaries and RDO-North Dakota.

INDUSTRY OVERVIEW

     CONSTRUCTION RETAIL EQUIPMENT.  Management estimates that United States
retail sales of new construction equipment in its target product market (light
to medium applications) in calendar 1995 totaled approximately $5.7 billion.
Deere is one of the leading suppliers of construction equipment in the United
States for light to medium applications and offers a broad array of products.
Currently, Deere has approximately 110 construction dealers which operate
approximately 355 stores in the United States. Each dealer within the Deere
construction dealer system is assigned designated geographic areas of
responsibility within which it has the right to sell new Deere construction
products. Over the last five years, while the number of Deere construction
stores has remained constant, the number of Deere construction dealers has
declined by more than 30%. This dealer consolidation is being driven, in part,
by an increasing need for capital, owners' concerns about succession, and
Deere's support for consolidation of its dealers. The Company expects to benefit
from this consolidation trend by continuing its strategic acquisition of Deere
construction dealerships.

     AGRICULTURAL RETAIL EQUIPMENT.  Management estimates that United States
retail sales of new agricultural equipment in its target product market in
calendar 1995 totaled approximately $10.1 billion. Deere is the leading supplier
of agricultural equipment in the United States. Within the Deere agricultural
dealer system, dealers are not assigned exclusive territories, but are
authorized to operate at specific store locations. Currently, Deere has
approximately 1,275 agricultural dealers which operate approximately 1,545
stores in the United States. The Company believes that Deere agricultural
dealers also face an increasing need for capital, owners' concerns about
succession, and Deere's support for consolidation and, as a result, that a
consolidation of Deere agricultural dealers will occur. The Company expects that
it will have increasing opportunities to complete strategic acquisitions of
Deere agricultural dealerships as this consolidation trend develops.

GROWTH STRATEGY

     The key elements of the Company's growth strategy are:

     INCREASING MARKET SHARE.  The Company seeks to increase its market share by
enhancing customer service and generating customer loyalty. To accomplish this,
the Company offers a broad range of products, utilizes aggressive marketing
programs, trains its employees to have a strong customer orientation, employs
state-of-the-art service equipment, and maintains a computerized real-time
inventory system. Each construction and agricultural retail equipment store
offers a broad array of its respective Deere equipment lines, and also sells
complementary products from other suppliers, based on the nature of each store's
customer base.  As the installed base of equipment expands with the Company's
increasing market share, the Company has the opportunity to generate additional
parts and service business. The Company believes that each customer's experience
with the Company's parts and service departments and other value-added services
can positively influence such customer's overall satisfaction. Parts and service
currently have higher profit margins than wholegoods sales.  The Company also
has diversified its business into complementary fields to serve its customers'
needs, expand its customer base, and enhance its revenues by developing and
expanding its construction equipment rental fleet, offering undercarriage
service at strategic locations, selling irrigation equipment at one store, and
expanding the geographic scope of its construction equipment rental operations,
and in the first quarter of fiscal 1998 acquiring a Mack Truck dealership in
Fargo.


                                        3

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     PURSUING ADDITIONAL ACQUISITIONS.  Acquisitions are expected to continue to
be an important element of the Company's growth strategy, particularly given the
consolidation trends among construction and agricultural retail equipment
dealers.  Due to the Company's leadership position in the retail equipment
industry and its track record in completing and integrating acquisitions, the
Company believes that attractive acquisition candidates will continue to become
available to the Company.  The Company believes that its management team has
substantial experience in evaluating potential acquisition candidates and
determining whether a particular dealership can be successfully integrated into
the Company's existing operations, i.e., whether the operations of an
acquisition candidate can be enhanced by utilizing the Company's operating model
and being part of the Company's network of stores. Upon consummation of each
acquisition, the Company integrates the dealership into its construction or
agricultural retail equipment operations by implementing the Company's operating
model and seeks to enhance the acquired dealership's performance within its
target market. Integration of an acquisition generally is completed within the
first six to 12 months, although it can take several years before the benefits
of the Company's operating model, store network, strategies, and systems are
fully realized. The consent of Deere is required for the acquisition of any
Deere dealership.

     IMPLEMENTING THE RDO OPERATING MODEL.  The Company has developed a proven
operating model designed to improve the performance and profitability of each of
its retail equipment stores. Components of this operating model include (i)
pursuing aggressive marketing programs, (ii) allowing store employees to focus
on customers by managing administrative functions, training, and purchasing at
the corporate level, (iii) providing a full complement of parts and state-of-
the-art service functions, including a computerized real-time inventory system
and quick response, on-site repair service, (iv) motivating store level
management in accordance with corporate goals, and (v) focusing on cost
structures at the store level. The Company implements its operating model in a
variety of areas. For example, the Company is proactive in attracting new
customers by sending targeted direct mailings, hosting open houses and service
clinics, and participating in trade shows. Additionally, the Company centralizes
certain functions such as accounting, purchasing, and employee recruitment,
allowing its store managers and personnel more time to focus on making sales and
providing product support to customers.

     CAPITALIZING ON DIVERSITY OF OPERATIONS.  A major focus of the Company's
strategy has been to expand its network of construction and agricultural retail
equipment stores into geographic areas that have a large base of construction or
agricultural activity and that provide the Company with opportunities to
continue to develop its store network. The Company believes that its business
diversification into both construction and agricultural retail equipment
operations has significantly increased its customer base, while also mitigating
the effects of industry-specific economic cycles. Similarly, the Company's
geographic diversification into regions outside its initial base in the Midwest
helps to diminish the effects of seasonality, as well as local and regional
economic fluctuations. Typically, other retail equipment dealers operate only
construction or agricultural dealerships, with a limited number of stores
concentrated in a specific geographic region. For example, based on information
published by Deere, the Company believes the average United States Deere
construction dealer has less than four stores, as compared to the Company's 21
Deere construction stores, and the average United States Deere agricultural
dealer operates a single store as compared to the Company's 10 Deere
agricultural stores.  In addition, the Company has five other stores focused on
construction equipment rental (as of the first quarter of fiscal 1998), a Mack
Truck dealership (as of the first quarter of fiscal 1998), and one store focused
on irrigation equipment, all of which complement and supplement the Deere
stores.


                                        4

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RECENT ACQUISITIONS

     The Company acquired three construction equipment stores and two
agricultural equipment stores in fiscal 1997. These acquisitions extended the
Company's equipment retail store network into Texas and Washington, which the
Company believes will provide platforms for future growth.

     In early fiscal 1998, the Company acquired certain assets of a construction
equipment rental company with five locations in Arizona, which had unaudited
total revenues of approximately $8.2 million in calendar year 1996.  The
transaction was structured such that this rental operation is owned 80% by the
Company and 20% by the previous owner, with the Company having a right to
purchase the minority interest.

     Also in early fiscal 1998, the Company acquired a Mack Truck dealership in
Fargo, North Dakota, with unaudited total revenues of approximately $5.9 million
in calendar year 1996.

CONSTRUCTION DIVISION

     The Company is the largest Deere construction retail equipment dealer in 
the United States both in number of stores and total revenues and accounted 
for approximately six percent of Deere's United States construction equipment 
sales in calendar 1996.  As of the end of fiscal 1997, the Company owned and 
operated 21 Deere construction equipment stores located in metropolitan areas 
in Arizona, Southern California, Minnesota, North Dakota, South Dakota, and 
North Central Texas.

     Customers of the Company's Construction Division include contractors, for
both residential and commercial construction, utility companies, and federal,
state and local government agencies. The Construction Division has a diverse
customer base. The Construction Division provides a full line of equipment for
light to medium size applications and related product support to its customers.
Its primary products include John Deere backhoe loaders, hydraulic excavators,
crawler dozers, and four-wheel drive loaders. While the sale of new Deere
construction equipment is the main focus, the Company's construction equipment
stores also offer complementary equipment from other suppliers, as well as used
equipment taken as trade-ins.

     The Company's construction equipment stores are located in areas with
significant construction activity, including Dallas-Fort Worth, southern Los
Angeles, Minneapolis-St. Paul, Phoenix, and San Diego.  Each construction store
displays a broad array of new and used equipment and has a series of fully-
equipped service bays to provide on-site service and maintenance of construction
equipment. The Company believes it has a competitive advantage over other
construction equipment dealers given its ability to draw on its network of
construction stores for equipment and parts and the economies of scale inherent
in its centralized administrative, purchasing, and inventory management
functions. The Company attributes the success of its Construction Division to
its continuing implementation of its operating model.

AGRICULTURAL DIVISION

     The Company is the largest Deere agricultural retail equipment dealer in
the United States both in number of stores and total revenues and accounted for
approximately one percent of Deere's United States agricultural equipment sales
in calendar 1996.  As of the end of fiscal 1997, the Company owned and operated
10 Deere agricultural equipment stores located in Minnesota, North Dakota, South
Dakota, and Washington, and one agricultural store focused on irrigation
equipment.


                                        5

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     The Company's Agricultural Division is a full-service supplier to farmers,
offering a broad range of farm equipment and related products.  The Company's
customers primarily farm corn, soybeans, wheat, sugar beets, and potatoes. As a
result of the customer mix and Deere's product offering, the core products of
the Agricultural Division include combines, tractors, planting equipment, and
tillage equipment. The Company's agricultural equipment stores also carry other
harvesting and crop handling machinery, as well as lawn and grounds care
equipment. The sale of new Deere agricultural equipment is the primary focus of
the Company's agricultural equipment sales and accounts for a majority of the
Division's new equipment sales. A wide variety of additional agricultural
equipment lines, which complement the Deere products, is also offered according
to local market demand. The agricultural stores also sell used equipment,
generally acquired as trade-ins. The Company's store in Wadena, Minnesota sells
irrigation equipment supplied by Valmont Industries, Inc. and vegetable storage
ventilation equipment.

     The agricultural equipment stores are located in areas with significant
concentrations of farmers and typically serve customers within a 25 to 50 mile
radius. Each store displays a broad array of new and used equipment and has
fully-equipped service bays to provide on-site service and maintenance of
agricultural equipment. The Company believes it has a competitive advantage over
other agricultural dealers given its ability to draw on its network of
agricultural stores for equipment and parts and the economies of scale inherent
in its centralized administrative, purchasing, and inventory management
functions.

PARTS AND SERVICE

     The Company's construction and agricultural retail equipment stores offer a
broad range of replacement parts and fully-equipped service and repair
facilities for their respective product lines. The Company believes that product
support through parts and service will be increasingly important to its ability
to attract and retain customers for both its construction and agricultural
equipment operations. Each construction and agricultural equipment store
includes service bays staffed by highly trained service technicians. Technicians
are also available to make on-site repairs of equipment that cannot be brought
in for service. The Company's service technicians receive training from Deere
and certain other suppliers, as well as additional on-site training conducted by
the Company. The construction equipment stores located in Minneapolis, Minnesota
and Riverside, California, and at one of the Dallas-Fort Worth, Texas sites also
operate undercarriage shops for all makes and sizes of crawler equipment.

RENTAL FLEET OPERATIONS

     The Company maintains a rental fleet of construction equipment, primarily
in its Arizona and Southern California operations. The Company rents the
construction equipment to customers on a short-term basis, generally for a
specified number of days or weeks, at competitive rates. The Company believes
that its rental operations will continue to benefit from the trend among
businesses to outsource operations, including equipment ownership, in order to
minimize their capital investment in equipment as well as reducing or
eliminating the down-time, maintenance, repair, and storage costs associated
with equipment ownership. Used rental equipment is then sold by the Company,
generally after 18 to 24 months of service. The Company believes that the rental
business will be an area of growth for it as the Company expands its operations
in Arizona and California, as well as in its Texas operations.  In early fiscal
1998, the Company acquired an 80% equity interest in a five store construction
equipment rental business in Arizona. The Company believes that its network of
construction equipment stores support the sale of the used equipment retired
from the rental fleet through the ability to relocate used equipment to various
geographic regions based on market demand, the access to an expanded customer
base, and the availability of trained personnel to service the used equipment to
enhance its resale value.


                                        6

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INVENTORY AND ASSET MANAGEMENT

     The Company maintains substantial inventories of equipment and parts in 
order to facilitate sales to customers on a timely basis. The Company also is 
required to build its inventory in advance of its second and third fiscal 
quarters, which historically have higher sales, to ensure that it will have 
sufficient inventory available to meet its customer needs and to avoid 
shortages or delays. Deere has an inventory warehouse that its dealers may 
access to obtain equipment to facilitate inventory management.  In addition, 
to maximize asset productivity, the Company maintains a complete database on 
sales and inventory of parts and equipment, and has a sophisticated, 
centralized real-time inventory control system. This system enables each 
store to access the available inventory of the Company's other stores before 
ordering additional parts or equipment from the supplier. As a result, the 
Company minimizes its investment in inventory while still effectively and 
promptly satisfying its customers' parts needs. Using this system, the 
Company also monitors inventory levels and mix in its network and at each 
store and makes adjustments as needed in accordance with its operating plan.

DEALERSHIP AGREEMENTS

     DEERE CONSTRUCTION DEALER AGREEMENTS.  The Company has agreements with
Deere which authorize the Company to act as a dealer of Deere construction,
utility, and forestry equipment (the "Construction Dealer Agreements"). The
Company's areas of responsibility for the sale of Deere construction equipment
are: (i) in the Midwest: almost all of Minnesota, North Dakota, and South
Dakota, and small portions of Iowa and Wyoming; (ii) in the Southwest: Arizona
and part of Southern California; and (iii) in the South Central: North Central
Texas, including the Dallas-Fort Worth and Waco metropolitan areas.

     Pursuant to the Construction Dealer Agreements, the Company is required,
among other things, to maintain suitable facilities, provide competent
management, actively promote the sale of construction equipment in the
designated areas of responsibility, fulfill the warranty obligations of Deere,
maintain inventory in proportion to the sales potential in each area of
responsibility, provide service and maintain sufficient parts inventory to
service the needs of its customers, maintain adequate working capital, and
maintain stores only in authorized locations. Deere is obligated to make
available to the Company any finance plans, lease plans, floor plans, parts
return programs, sales or incentive programs or similar plans or programs it
offers to other dealers. Deere also provides the Company with promotional items
and marketing materials prepared by Deere for its construction equipment
dealers. The Construction Dealer Agreements also entitle the Company to use John
Deere trademarks and tradenames, with certain restrictions.

     DEERE AGRICULTURAL DEALER AGREEMENTS.  The Company has non-exclusive
dealership agreements with Deere for each of its Deere agricultural equipment
stores, each of which authorizes the Company to act as a dealer in Deere
agricultural equipment (the "Agricultural Dealer Agreements") at a specific
authorized store location. The terms of the Agricultural Dealer Agreements are
substantially the same as the Construction Dealer Agreements. The Deere
agricultural equipment stores also offer John Deere lawn and grounds equipment,
for which the Company has entered into non-exclusive Lawn and Garden Dealer
Agreements containing substantially the same terms as the Agricultural Dealer
Agreements.

     DEERE DEALERSHIP AGREEMENTS-OTHER PROVISIONS.  Under an agreement with
Deere, the Company cannot engage in discussions to acquire other Deere
dealerships without Deere's prior written consent, which Deere may withhold in
its sole discretion. In addition, Deere has the right to have input into the


                                        7

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selection of Company's management personnel, including Deere store managers, 
and to have input with respect to the selection of nominees to the Company's 
Board of Directors and the removal of directors. The prior consent of Deere 
is required for the opening of any Deere store within the Company's 
designated areas of responsibility and for the acquisition of any other Deere 
dealership.  In addition, the Company is prohibited from making acquisitions, 
initiating new business activity, paying dividends, repurchasing its capital 
stock, or making any other distributions to stockholders if the Company's 
equity to assets ratio is below 30%, as calculated by Deere under the 
agreement, or if such ratio would fall below 30% as a result of such action. 
As of the end of fiscal 1997, the Company's equity-to-assets ratio was 48.3%. 
In the event of Mr. Offutt's death, Deere has the right to terminate the 
Company's dealer appointments upon the occurrence of a "change of control."

     The Company's Deere dealer appointments are not exclusive. Deere could 
appoint other dealers in close proximity to the Company's existing stores. 
The areas of responsibility assigned to the Company's construction equipment 
dealerships can be reduced by Deere upon 120 days prior written notice. In 
addition, the dealer agreements can be amended at any time without the 
Company's consent, so long as the same amendment is made to the dealer 
agreements of all other Deere dealers. Deere also has the right to sell 
directly to federal, state, or local governments, as well as national 
accounts. To the extent Deere appoints other dealers in the Company's 
markets, reduces the areas of responsibility relating to the Company's 
construction equipment stores, or amends the dealer agreements or directly 
sells substantial amounts of equipment to government entities and national 
accounts, the Company's results of operations and financial condition could 
be adversely affected.

     OTHER SUPPLIERS.  In addition to Deere, the Company is an authorized dealer
at various stores for suppliers of other equipment. The terms of such
arrangements vary, but most of the dealership agreements contain termination
provisions allowing the supplier to terminate the agreement after a specified
notice period (usually 180 days), upon a change of control, and in the event of
Mr. Offutt's death.

FLOOR PLAN FINANCING

     Having adequate wholegoods and parts inventories at each of the Company's
construction and agricultural equipment stores is important to meeting its
customer needs and to its sales. Accordingly, the Company attempts to maintain
at each store, or have readily available at other stores in its network,
sufficient inventory to satisfy anticipated customer needs. Inventory levels
fluctuate throughout the year and tend to increase before the primary sales
seasons for agricultural equipment. The cost of financing its inventory is an
important factor affecting the Company's results of operations.

     DEERE.  Deere and Deere Credit offer floor plan financing to Deere dealers
for extended periods, to enable dealers to carry representative inventories of
equipment and to encourage the purchase of goods by dealers in advance of
seasonal retail demand.  Deere charges variable market rates of interest at or
over the prime rate on balances outstanding after any interest-free periods and
retains a security interest in the inventories, which it inspects periodically.
The interest-free periods, which Deere changes periodically, are currently six
to twelve months for agricultural equipment and one to five months for
construction equipment. Deere also provides financing for used equipment
accepted in trade, repossessed equipment, and approved equipment from other
suppliers, and receives a security interest in such equipment.

     The Company has a line of credit for $50.0 million with Deere Credit. After
the interest-free period, the Company generally shifts its financing to Deere
Credit to obtain a lower interest rate. The rate charged by Deere Credit is at
the prime rate, which as of January 31,1997, was 8.25%.


                                        8

<PAGE>

     OTHER SUPPLIERS.  For equipment from suppliers other than Deere, the
Company primarily finances its inventory through its line of credit at Ag
Capital Company ("Ag Capital"). Financing also may be available through floor
plan financing programs provided by the suppliers, which may be financed by such
suppliers themselves or through third party lenders, depending on which option
provides the Company with the most favorable terms. The interest rate on the Ag
Capital line of credit is the prime rate, which as of January 31, 1997 was
8.25%.

CUSTOMER FINANCING OPTIONS

     Financing options for customer purchases support the sales activities of
the Company. Significant financing sources for purchases by the Company's
customers are through programs offered by Deere and Ag Capital. The Company does
not grant extended payment terms to its customers.

     DEERE.  Deere's credit subsidiaries provide and administer financing for
retail purchases and leases of new and used equipment, primarily through Deere
Credit. Deere Credit retains a security interest in the equipment financed. A
portion of the customer financing provided by Deere is recourse to the Company.
Deere retains a reserve for amounts that the Company may be obligated to pay
Deere, by retaining 1% of the face amount of each contract financed until the
reserve reaches 3% of the total dollar amount of contracts outstanding. In the
event a customer defaults in paying Deere and there is a deficiency in the
amount owed to Deere, the Company has the option of paying the amount due under
its recourse obligations or using a portion of its reserve. The Company's
liability is capped at the amount of the reserve, which, as of January 31, 1997,
was $778,000.

     AG CAPITAL AND OTHERS.  Ag Capital, a cooperative lending institution, also
provides financing to the Company's customers. Some of the financing provided by
Ag Capital to its customers also is recourse to the Company. This contingent
liability is capped at an amount equal to 10% of the amount of the aggregate
outstanding contracts, which contingent liability was approximately $2.1 million
as of January 31, 1997.  ACL Company, LLC and Farmers Equipment Rental, Inc.
also provided financing to customers for which the Company has some contingent
recourse liability, which contingent liability was approximately $1.9 million as
of January 31, 1997.  These contingent liabilities are also capped at an amount
equal to 10% of the amount of the aggregate outstanding contracts.

          REPURCHASE CONTRACTS.  The Company enters into repurchase contracts
with certain of its customers, primarily its governmental customers, pursuant to
which the Company, at the request of the customer, may be required to repurchase
the equipment at a price fixed in the contract after a specified period of time,
typically five years, subject to certain conditions. The repurchased equipment
is then sold by the Company as used equipment.

PRODUCT WARRANTIES

     Product warranties for new equipment and parts are generally provided by
the supplier. The term and scope of these warranties vary greatly by supplier
and by product.  The Company does not provide additional warranties to retail
purchasers of new equipment.  The supplier (such as Deere) pays the Company for
repairs to equipment under warranty.  The Company generally sells used equipment
"as is" and without manufacturer's warranty, although manufacturers sometimes
provide limited warranties if the manufacturer's original warranty is
transferable and has not yet expired.  Typically, the Company does not provide
additional warranties on used equipment.


                                        9

<PAGE>

COMPETITION

     The Company's construction equipment retail stores compete with 
distributors of equipment produced by manufacturers other than Deere, 
including Case Corporation ("Case"), Caterpillar Inc. ("Caterpillar"), and 
Komatsu Corporation.  The Company also faces competition from distributors of 
manufacturers of specific types of construction equipment, including JCB 
backhoes, Kobelco excavators, Komatsu wheel loaders and crawler dozers, and 
Bobcat skid loaders.  The Company's agricultural retail equipment stores 
compete with distributors of equipment from suppliers other than Deere, 
including Agco Corporation, Case, Caterpillar, and New Holland N.V., a 
subsidiary of Fiat.  The Company's agricultural equipment stores also compete 
with other Deere agricultural dealerships.  Competing Deere agricultural 
stores may be located in close proximity to one of the Company's agricultural 
equipment stores.  Competition among retail equipment dealers is primarily 
based on price, value, reputation, quality, and design of the products 
offered by the dealer, the customer service and equipment servicing provided 
by the dealer, and the accessibility of the stores.  The Company believes 
that its broad product line, product support, and superior quality products 
will enable it to compete effectively.

INTELLECTUAL PROPERTY RIGHTS

     RDO Equipment Co. is a registered service mark owned by the Company.  
John Deere is a registered trademark of Deere & Company, the Company's use of 
which is authorized under the Deere dealership agreements.  Trademarks and 
tradenames with respect to new equipment obtained from suppliers other than 
Deere are licensed from their respective owners.  The Company historically 
has operated each of its construction and agricultural retail equipment 
stores under either the RDO Equipment Co. service mark and tradename or, for 
purposes of continuity at a particular store if there was strong local name 
recognition and customer loyalty, the name historically used by the Deere 
dealership in that location. Each Deere store also is identified as either an 
authorized John Deere construction or agricultural equipment retail store and 
may display signs of other suppliers.

ENVIRONMENTAL AND GOVERNMENTAL REGULATIONS

     The Company's operations are subject to numerous federal, state, and local
rules and regulations, including laws and regulations designed to protect the
environment and to regulate the discharge of materials into the environment,
primarily relating to its service operations.  Based on current laws and
regulations, the Company believes that it is in compliance with such laws and
regulations and that its policies, practices, and procedures are designed to
prevent unreasonable risk of environmental damage or violation of environmental
laws and regulations and any resulting material financial liability to the
Company.  The Company is not aware of any federal, state, or local laws or
regulations that have been enacted or adopted, the compliance with which would
have a material adverse effect on the Company's results of operations or would
require the Company to make any material capital expenditures.  No assurance can
be given that future changes in such laws or regulations or changes in the
nature of the Company's operations or the effects of activities of prior
occupants or activities at neighboring facilities will not have an adverse
impact on the Company's operations.

EMPLOYEES

     As of January 31, 1997 the Company employed 800 full-time employees.  Of
this number, 13 employees were located at the Company's corporate offices and
employed in corporate administration.  The balance of the employees were located
at the various stores: 97 were employed in administration, 160 in



                                       10

<PAGE>

equipment sales and rental operations, 134 in parts sales, and 396 in servicing
equipment. None of the Company's employees is covered by a collective bargaining
agreement.

CERTAIN IMPORTANT FACTORS

     In addition to the matters discussed above, there are several important 
factors that could cause the Company's future results to differ materially 
from those anticipated by the Company or which are reflected in any 
forward-looking statement which may be made by or on behalf of the Company.  
Many of these important factors are identified and discussed in greater 
detail in the Company's Form 8-K dated April 28, 1997, as it may be 
supplemented or amended from time to time in subsequent Form 8-K or other 
filings with the Securities and Exchange Commission.  Some of these important 
factors (but not necessarily all important factors) include the following:

     (i)    The overall success of Deere and the Company's other suppliers;

     (ii)   The availability and terms of floor plan financing and customer
            financing;

     (iii)  The incentive and discount programs provided by Deere and the
            Company's other suppliers, and their promotional and marketing
            efforts for the Company's construction and agricultural products;

     (iv)   The introduction of new and innovative products by the Company's
            suppliers;

     (v)    The manufacture and delivery of competitively-priced, high quality
            equipment and parts by the Company's suppliers in quantities
            sufficient to meet the requirements of the Company's customers on a
            timely basis;

     (vi)   General economic conditions, including agricultural industry cycles,
            construction spending, federal, state and local government spending
            on highways and other construction projects, new housing starts,
            interest rate fluctuations, economic recessions, customer business
            cycles, and customer confidence in the economy;

     (vii)  The length of the crop growing season and winter and spring weather
            conditions in the Midwest, and the confidence of the Company's
            agricultural customers in the farm economy;

     (viii) Risks associated with expansion, including the management of growth;
            and

     (ix)   Continued availability of key personnel.


ITEM 2.   PROPERTIES.

     As of the end of fiscal 1997, the Company owned the real estate for 
eight of its stores, leased its executive offices and eight stores from an 
Offutt Entity (as defined in Item 4A below), and leased 16 stores from 
unrelated third parties. Lease terms range from one to ten years and some 
leases include an option to purchase the leased property.  The Company 
believes that all of its facilities are in good operating condition.

                                       11

<PAGE>

ITEM 3.   LEGAL PROCEEDINGS.

     There are no material pending legal, governmental, administrative or other
proceedings to which the Company is a party or of which any of its property is
the subject.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Prior to the completion of the Company's initial public offering and the
merger to reincorporate in Delaware (the "Merger"), in the fourth quarter of
fiscal 1997 the Merger was approved by the sole shareholder of the Company by
written consent and all the shareholders of RDO-North Dakota approved, by
written action, the Merger, the 1996 Stock Incentive Plan and the Share Exchange
Agreement, between the Company and Ronald D. Offutt, pursuant to which Mr.
Offutt exchanged his shares of Class A Common Stock for shares of Class B Common
Stock.  No other matter was submitted to a vote of security holders during the
fourth quarter of fiscal 1997.


ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT.

     The executive officers of the Company, their ages and the offices held, as
of April 25, 1997 are as follows:

NAME                AGE  OFFICE
----                ---  ------
Ronald D. Offutt    54   Chairman of the Board and Chief Executive Officer

Paul T. Horn        54   President and Chief Operating Officer

Allan F. Knoll      53   Chief Financial Officer and Secretary

Richard J. Moen     49   Chief Administrative Officer and Treasurer

Gary R. Allan       48   Senior Vice President - Northwest Agricultural Division

Charles Calhoun     44   Senior Vice President - Used Equipment Division

H. David Frambers   53   Senior Vice President - Midwest Construction Division

Randolph F. Goss    44   Senior Vice President - South Central Construction
                         Division

William R. Hutton   49   President - RDO Rental Co. (d/b/a Sun Valley Equipment)

Larry B. Kerkhoff   43   Senior Vice President - Midwest Agricultural Division

Larry E. Scott      54   Senior Vice President - Southwest Construction Division

Mark A. Doda        34   Controller
-----------------


                                       12

<PAGE>

     RONALD D. OFFUTT is the Company's founder, Chairman, Chief Executive
Officer, and principal stockholder. Mr. Offutt was first elected President of
the Company in 1968 upon formation of the Company. Mr. Offutt also serves as
Chief Executive Officer and Chairman of the Board of R.D. Offutt Company
("Offutt Co."), and he owns, controls, and/or manages other entities
(collectively, the "Offutt Entities"), which are engaged in a variety of
businesses such as farming, food processing, auto dealerships, and agricultural
financing activities, some of which transact business with the Company.  Mr.
Offutt spends approximately 25% of his time on the Company's business. Mr.
Offutt is Chairman of the Board of Regents of Concordia College of Moorhead and
is a graduate of Concordia College of Moorhead with a degree in Economics.

     PAUL T. HORN has served as President of the Company since August 1996 and
as Chief Operating Officer and a Director of the Company since 1986. Prior to
October 1, 1996, he was an employee of Offutt Co. and spent approximately 25% of
his time on the business of the Company. Since such date, he has been a full-
time employee of the Company.  Mr. Horn serves as a director and officer and is
a beneficial stockholder of many Offutt Entities.  Mr. Horn currently serves as
Chairman of the Board of Crop Growers Insurance Corp., a crop insurance company,
and Northern Grain Company, a regional grain elevator.  Mr. Horn is a graduate
of Michigan State University with degrees in Business Administration and
Agronomy.

     ALLAN F. KNOLL has served as Chief Financial Officer, Secretary, and a
Director of the Company since 1974.  Mr. Knoll also serves as Chief Financial
Officer and Secretary of Offutt Co., and serves as a director and officer and is
a beneficial stockholder of many of the Offutt Entities.  Mr. Knoll spends
approximately 25% of his time on the business of the Company. Mr. Knoll is a
graduate of Moorhead State University with degrees in Business Administration
and Accounting.

     RICHARD J. MOEN has served as the Chief Administrative Officer and
Treasurer of the Company since October 1996. Prior to joining the Company, from
August 1993 until September 1996, Mr. Moen served as Vice President--Legal
Services of ConAgra Diversified Products Companies, a division of ConAgra, Inc.
("ConAgra"), a diversified international food company. From March 1988 until
August 1993, Mr. Moen served as Executive Vice President--Administration,
General Counsel, Secretary, and a director of Golden Valley Microwave Foods,
Inc., a company specializing in food products designed for use in microwave
ovens. Mr. Moen is a graduate of Massachusetts Institute of Technology, with a
degree in Economics, and Harvard Law School.

     GARY R. ALLAN has served as Senior Vice President -Northwest Agricultural
Division since the Company's acquisition in October 1996 of two agricultural
stores located in the State of Washington. Previously, Mr. Allan was the
President of the acquired Washington agricultural stores and had held such
position since 1986. He is also a partner in Coho L.T.D., a diversified farming
company located in Pasco, Washington, and currently serves on the Board of
Directors of Yakima Federal Savings and Loan in Yakima, Washington. Mr. Allan
attended Columbia Basin College and Eastern Washington University.

     CHARLES CALHOUN has served as Senior Vice President - Used Equipment
Division since March 1997.  Previously, he was Vice President and an owner of
the construction dealership in Texas which was acquired by the Company in July
1996.  Subsequent to this acquisition and prior to his appointment as Senior
Vice President, Mr. Calhoun managed the Texas construction dealership and
started the Used Equipment Division.  He is a graduate of Texas Tech University
with a degree in Marketing.

     H. DAVID FRAMBERS has served as Senior Vice President - Midwest
Construction Division since July 1996 and from July 1996 until March 1997 also
served as Senior Vice President - South Central



                                       13

<PAGE>

Construction Division. With the expansion of the Construction Division, he
became Vice President and General Manager of the Construction Division for the
Midwest and Southwest regions and held such position from 1991 to July 1996. Mr.
Frambers served as Vice President and General Manager of the Agricultural and
Construction Divisions from 1986 to 1991. Prior to joining the Company, he was
the manager of a Deere agricultural dealership in Grand Forks, North Dakota from
1979 to 1986. From 1968 to 1979 he was employed by Deere in sales and marketing
and held positions as the territory manager based in Denver, Colorado, the store
manager at Fargo Implement, Fargo, North Dakota, and a division sales manager
for Deere in Minneapolis, Minnesota. He is a graduate of Kansas State College
with a degree in Industrial Technology.

     RANDOLPH F. GOSS has served as Senior Vice President - South Central
Construction Division since March 1997.  He joined the Company in January 1997
and managed the Company's Texas construction dealership until his appointment as
Senior Vice President.  Prior to joining the Company, Mr. Goss was Vice
President - Sales and Marketing of Source, Inc., a telecommunications company,
from March 1996 until January 1997.  From March 1995 until March 1996, he served
as Vice President - National Accounts of American Hi-Lift Corporation, a
division of Vibroplant USA, Inc. engaged in the rental and sale of equipment.
Prior thereto, Mr. Goss was employed by Hertz Equipment Rental Corporation as
Director of National Accounts (1992 until March 1995) and as Director of Sales,
Southwest Region (1987 until 1992).  Mr. Goss attended the University of Miami
(Florida).

     WILLIAM R. HUTTON has served as President of RDO Rental Co. (d/b/a Sun
Valley Equipment), an 80% owned subsidiary of the Company, since March 1997.  He
is also the President of W.R. Hutton & Associates, Inc., a private investment
firm with offices in Arizona, which owns the remaining 20% of Sun Valley
Equipment.  From 1984 until February 1997, he was President and owner of the
Arizona construction equipment rental business acquired by Sun Valley Equipment
in February 1997.  From 1977 to 1980, Mr. Hutton was Vice President and one of
the founders of Sunstate Equipment Corp.  From 1971 to 1977, Mr. Hutton was a
regional manager for U.S. Rentals, Inc.  He attended Glendale Community College.


     LARRY B. KERKHOFF has served as Senior Vice President - Midwest
Agricultural Division since July 1996. Prior to that time, he was the manager of
the Company's agricultural equipment store in Breckenridge, Minnesota, since
1990. He has been in agri-business for over 20 years. Prior to joining the
Company, he was with Kibble Equipment, a Deere agricultural dealership, in
Montevideo, Minnesota. He is a graduate of Mankato Area Vocational Institute--
Diesel Mechanics Program and Mankato State University with a degree in Business
Administration.

     LARRY E. SCOTT has served as Senior Vice President - Southwest Construction
Division since July 1996. Prior to that time, he served as a Vice President and
General Manager of the Agricultural Division since 1991. Mr. Scott has been
involved in management in the agricultural business for 24 years. He managed the
Company's agricultural stores in Casselton, North Dakota, Breckenridge,
Minnesota, and Fargo, North Dakota prior to becoming Vice President of the
Agricultural Division. He is a graduate of North Dakota State University with a
degree in Mathematics and a minor in Business Administration.

     MARK A. DODA has served as Controller of the Company since September 1992.
Prior to joining the Company, Mr. Doda served as a Division Controller for
Graco, Inc., a manufacturer of fluid handling systems, from January 1992 to
September 1992. From January 1985 to December 1991, Mr. Doda worked for Deloitte
& Touche LLP.  Mr. Doda is a graduate of the University of North Dakota with a
degree in Accounting.


                                       14

<PAGE>

                                     PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

     The information under the captions "Common Stock Information" and "Dividend
Policy" on page 37 of the Company's 1997 Annual Report to Shareholders is
incorporated herein by reference.


ITEM 6.   SELECTED FINANCIAL DATA.

     The information under the caption "Selected Financial Data" on page 13 of
the 1997 Annual Report to Shareholders is incorporated herein by reference.


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS.

     The information under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 14 through 21 of the
Company's 1997 Annual Report to Shareholders is incorporated herein by
reference.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The Company's Consolidated Financial Statements and the report of its
independent public accountants, Arthur Andersen LLP, on pages 22 through 35 of
the Company's 1997 Annual Report to Shareholders are incorporated herein by
reference and are listed in Item 14(a)(1)(A) on pages 16 and 17 of this Report.
The report of the Company's former independent public accountants, Eide Helmeke
PLLP, is included at page 18 of this Report.  The supplementary data required by
this Item 8 appears as Note 14 entitled "Unaudited Quarterly Financial Data" on
page 34 of the 1997 Annual Report to Shareholders.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

     Effective as of April 17, 1995, the Company's Board of Directors dismissed
Eide Helmeke PLLP and appointed Arthur Andersen LLP as the Company's independent
public accountants.  The report of Eide Helmeke PLLP on the Company's financial
statements as of January 31, 1995 and for each of the two years ended January
31, 1995, did not contain an adverse opinion or disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope, or accounting
principles.  In connection with the audits for the fiscal years ended January
31, 1994 and 1995, and through April 17, 1995, there were no disagreements with
Eide Helmeke PLLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure at the time of the change of
independent public accountants or with respect to the Company's financial
statements.  Prior to retaining Arthur Andersen LLP, the Company had not
consulted with Arthur Andersen LLP regarding the application of accounting
principles or the type of audit opinion that might be rendered on the Company's
financial statements.



                                       15

<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The information under the captions "Election of Directors--Information
About Nominees" and "Election of Directors--Other Information About Nominees" in
the Company's 1997 Proxy Statement is incorporated herein by reference.

     The information under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's 1997 Proxy Statement is incorporated
herein by reference.


ITEM 11.  EXECUTIVE COMPENSATION.

     The information under the captions "Election of Directors--Compensation of
Directors" and "Executive Compensation and Other Benefits" in the Company's 1997
Proxy Statement is incorporated herein by reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The information under the caption "Principal Shareholders and Beneficial
Ownership of Management" in the Company's 1997 Proxy Statement is incorporated
herein by reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information under the caption "Election of Directors - Certain
Relationships and Related Transactions" in the Company's 1997 Proxy Statement in
incorporated herein by reference.


                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K

          (a)(1)   FINANCIAL STATEMENTS OF REGISTRANT.

               (A)  The following are incorporated herein by reference from the
          pages indicated in the Company's 1997 Annual Report to Shareholders,
          copies of which are included as Exhibit 13.1 to this Report:

          Report of Independent Public Accountants--Arthur Andersen LLP--page
          35.

          Consolidated Statements of Operations for the Years Ended January 31,
          1997, 1996 and 1995--page 22.

          Consolidated Balance Sheets as of January 31, 1997 and 1996--page 23.


                                       16

<PAGE>

          Consolidated Statements of Stockholders' Equity for the Years Ended
          January 31, 1997, 1996 and 1995--page 24.

          Consolidated Statements of Cash Flow for the Years Ended January 31,
          1997, 1996 and 1995--page 25.

          Notes to Consolidated Financial Statements--pages 26 to 34.

               (B)  Report of Independent Public Accountants--Eide Helmeke PLLP-
          -is included at page 18 of this Report.

          (a)(2)   FINANCIAL STATEMENT SCHEDULES OF REGISTRANT.

          Financial Statement Schedules are omitted because of the absence of
the conditions under which they are required or because the information required
is included in the consolidated financial statements or notes thereto.

          (a)(3)   EXHIBITS.

          The exhibits to this Report are listed in the Exhibit Index on pages
20 to 22 below.

          A copy of any of the exhibits listed or referred to above will be
furnished at a reasonable cost to any person who was a shareholder of the
Company as of April 25, 1997, upon receipt from any such person of a written
request for any such exhibit.  Such request should be sent to RDO Equipment Co.,
Stockholder Relations, 6866 Washington Avenue South, Eden Prairie, Minnesota
55344.

          The following is a list of each management contract or compensatory
plan or arrangement required to be filed as an exhibit to this Annual Report on
Form 10-K pursuant to Item 14(a)(3):

     1.   RDO Equipment Co. 1996 Stock Incentive Plan, including forms of option
          agreements.

     2.   Form of Agreement Re: Confidentiality, Assignment of Inventions and
          Non-Competition.

     3.   Form of Indemnification Agreement between the Company and each of its
          executive officers and directors.

          (b)  REPORTS ON FORM 8-K.

     The Company did not file any Current Reports on Form 8-K during the fourth
fiscal quarter of the year.


                                       17

<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To RDO Equipment Co.

We have audited the consolidated balance sheet [not presented herein] of RDO
Equipment Co. (a Delaware corporation, formerly a North Dakota corporation) and
Subsidiary as of January 31, 1995 and the accompanying related consolidated
statements of operations, stockholders' equity and cash flows for the year ended
January 31, 1995.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position [not presented herein] of RDO
Equipment Co. and Subsidiary as of January 31, 1995, and the results of their
operations and their cash flows for the year then ended, in conformity with
generally accepted accounting principles.


                                        EIDE HELMEKE PLLP


Fargo, North Dakota,
  December 15, 1995


                                       18

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 28, 1997

                                        RDO EQUIPMENT CO.

                                        By: /s/ Ronald D. Offutt
                                            ------------------------------------
                                           Ronald D. Offutt
                                           Chairman and Chief Executive Officer
                                           
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on April 28, 1997 by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.

Signature                               Title
---------                               -----

/s/ Ronald D. Offutt
-------------------------------------   Chairman of the Board,  Chief Executive
Ronald D. Offutt                        Officer and Director (principal
                                        executive officer)

/s/ Paul T. Horn
-------------------------------------   President, Chief Operating  Officer and
Paul T. Horn                            Director

/s/ Allan F. Knoll
-------------------------------------   Chief Financial Officer, Secretary and
Allan F. Knoll                          Director (principal financial officer)

/s/ Mark A. Doda
-------------------------------------   Controller
Mark A. Doda                            (principal accounting officer)

/s/ Bradford M. Freeman
-------------------------------------   Director
Bradford M. Freeman

/s/ Ray A. Goldberg
-------------------------------------   Director
Ray A. Goldberg

/s/ Norman M. Jones
-------------------------------------   Director
Norman M. Jones

/s/ James D. Watkins
-------------------------------------   Director
James D. Watkins

                                       19

<PAGE>

                                RDO EQUIPMENT CO.

                   EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K
                   FOR THE FISCAL YEAR ENDED JANUARY 31, 1997

<TABLE>
<CAPTION>


ITEM NO.   ITEM                                             METHOD OF FILING
--------   ----                                             ----------------
<S>        <C>                                              <C>
3.1        Certificate of Incorporation.................... Incorporated by reference to Exhibit 3.1 to the
                                                            Company's Registration Statement on Form S-1
                                                            (File No. 333-13267).

3.2         Bylaws........................................  Incorporated by reference to Exhibit 3.2 to the
                                                            Company's Registration Statement on Form S-1
                                                            (File No. 333-13267).

4.1         Specimen Form of the Company's Class A
            Common Stock Certificate......................  Incorporated by reference to Exhibit 4.2 to the
                                                            Company's Registration Statement on Form S-1
                                                            (File No. 333-13267).

4.2         Specimen Form of the Company's Class B
            Common Stock Certificate......................  Incorporated by reference to Exhibit 4.3 to the
                                                            Company's Registration Statement on Form S-1
                                                            (File No. 333-13267)

10.1        Agreement between Ronald D. Offutt, RDO
            Equipment Co., John Deere Company and
            John Deere Construction Equipment               Incorporated by reference to Exhibit 10.1 to the
            Company.......................................  Company's Registration Statement on Form S-1
                                                            (File No. 333-13267).

10.2        Form of Deere Agricultural Dealer
            Agreement Package.............................  Incorporated by reference to Exhibit 10.2 to the
                                                            Company's Registration Statement on Form S-1
                                                            (File No. 333-13267)

10.3        Form of Deere Construction Dealer
            Agreement Package.............................  Incorporated by reference to Exhibit 10.3 to the
                                                            Company's Registration Statement on Form S-1
                                                            (File No. 333-13267).

10.4        Loan Agreement, Seasonal Note and Security
            Agreement between Ag Capital and the
            Company, dated July 25, 1996..................  Incorporated by reference to Exhibit 10.4 to the
                                                            Company's Registration Statement on Form S-1
                                                            (File No. 333-13267).


                                       20

<PAGE>

10.5        Loan Agreement and Seasonal Note between
            Ag Capital Company and Minnesota Valley
            Irrigation, Inc., dated August 26, 1996.......  Incorporated by reference to Exhibit 10.5 to the
                                                            Company's Registration Statement on Form S-1
                                                            (File No. 333-13267).

10.6        Deere Agricultural Dealer Finance
            Agreement.....................................  Incorporated by reference to Exhibit 10.6 to the
                                                            Company's Registration Statement on Form S-1
                                                            (File No. 333-13267).

10.7        Deere Construction Dealer Finance               Incorporated by reference to Exhibit 10.7 to the
            Agreement.....................................  Company's Registration Statement on Form S-1
                                                            (File No. 333-13267).

10.8        RDO Equipment Co. 1996 Stock Incentive
            Plan, including forms of option agreements....  Filed herewith.

10.9        Form of Indemnification Agreement entered
            into by the Company with each of its
            executive officers and directors..............  Incorporated by reference to Exhibit 10.9 to the
                                                            Company's Registration Statement on Form S-1
                                                            (File No. 333-13267).

10.10       Corporate Service Agreement between RDO
            Equipment Co. and R.D. Offutt Company,
            dated as of November 1, 1996..................  Incorporated by reference to Exhibit 10.10 to the
                                                            Company's Registration Statement on Form S-1
                                                            (File No. 333-13267).

10.12       Agreement and Plan of Merger by and
            between RDO Equipment Co. (North Dakota)
            and RDO Equipment Co. (Delaware)..............  Incorporated by reference to Exhibit 10.13 to the
                                                            Company's Registration Statement on Form S-1
                                                            (File No. 333-13267).

10.13       Tax Agreement Relating to S Corporation
            Distribution, with Supplement.................  Incorporated by reference to Exhibit 10.14 to the
                                                            Company's Registration Statement on Form S-1
                                                            (File No. 333-13267).

10.14       Agreement between RDO Equipment Co.,
            John Deere Company and John Deere
            Construction Equipment Company................  Incorporated by reference to Exhibit 10.15 to the
                                                            Company's Registration Statement on Form S-1
                                                            (File No. 333-13267).


                                       21

<PAGE>

10.15       Form of Agreement re: Confidentiality,
            Assignment of Inventions and Non-
            Competition entered into by the Company with
            each of its executive officers and directors..  Filed herewith.

11.1        Statement re: Computation of Per Share
            Earnings......................................  Filed herewith.

13.1        1997 Annual Report to Shareholders
            (pages 13 through 35 and selected portions of
            page 37)......................................  Filed herewith.

16.1        Letter re Change in Certifying Accountant.....  Incorporated by reference to Exhibit 16.1 to the
                                                            Company's Registration Statement on Form S-1
                                                            (File No. 333-13267)

21.1        Subsidiaries of the Registrant................  Filed herewith.

27.1        Financial Data Schedule.......................  Filed herewith.
</TABLE>


                                       22