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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, 1998
                                       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) 297-4288

     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 3, 1998, 5,731,008 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 $77 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, 1998
(the "1998 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 1998 Annual
Meeting to be held May 28, 1998 (the "1998 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. Any
statements contained or incorporated by reference in this Annual Report on Form
10-K that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the foregoing, 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 50 retail stores specializing in the distribution,
sale, service, rental and finance of agricultural, construction, material
handling and transportation equipment, parts and supplies. The Company's stores
are located in eight states - Arizona, California, Minnesota, Montana, North
Dakota, South Dakota, Texas and Washington. These stores include the largest
network of Deere & Company ("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 by increasing
operational synergies. The Company expects to continue to expand through future
acquisitions of agricultural, construction, material handling and transportation
dealerships and through the future opening and acquisition of equipment rental
stores.

         The equipment and parts sold by the Company are supplied primarily 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 1998. No other supplier accounted for more than 10% of the Company's new
equipment sales in fiscal 1998. The Company's stores also offer complementary
equipment from other suppliers, used equipment, new and used parts, equipment
servicing, equipment rental, loans and other related products and services.

         For the fiscal year ended January 31, 1998, the Company's revenues were
generated from the following areas of business:

           New equipment sales................................. 52%
           Used equipment sales................................ 19%
           Product support (parts and service revenues)........ 26%
           Equipment rental income.............................  3%

         The Company, a Delaware corporation, 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

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Dakota on March 13, 1968. The Company's executive offices are located at 2829
South University Drive, Fargo, North Dakota 58103. The Company's phone number is
(701) 297-4288. References to the Company in this report include its
subsidiaries and RDO-North Dakota.

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 store offers a broad array of products based on
the nature of that 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.

         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 equipment retailers. Due to the Company's
leadership position 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 equipment retailer 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 equipment
retailer into its operations by implementing the Company's operating model and
seeks to enhance the acquired retailer'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.
Generally, equipment manufacturers require that their prior approval be given to
prospective acquisitions of their dealerships.

         IMPLEMENTING THE RDO OPERATING MODEL. The Company has developed a
proven operating model designed to improve the performance and profitability of
each of its 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, marketing, purchasing and employee recruitment,
allowing its store managers and personnel more time to focus on making sales and
providing product support to customers.

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         CAPITALIZING ON DIVERSITY OF OPERATIONS. A major focus of the Company's
strategy has been to expand its stores into geographic areas that have a large
base of activity and that provide the Company with opportunities to continue to
develop its store network. The Company believes that its business
diversification 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 and weather, as well as
local and regional economic fluctuations.

RECENT ACQUISITIONS

         During fiscal 1998 the Company acquired a Mack truck center in North
Dakota, three Deere construction equipment stores in Texas, two Deere
construction equipment stores in Montana, four Deere agricultural equipment
stores in southwestern Arizona and southeastern California, and one Deere
agricultural equipment store in North Dakota. The acquisition of the
agricultural stores in the Southwest enabled the Company to realize operating
efficiencies by consolidating one of its construction equipment stores with its
newly acquired agricultural operations. The Company also acquired a Valmont
irrigation dealership in Central North Dakota which was combined with the
Company's store in Bismarck. In addition, the Company acquired five construction
equipment rental stores in Arizona and opened three construction equipment
rental stores in Arizona and Southern California.

         In January 1998 the Company announced a preliminary agreement to
acquire Hall GMC, Inc. and Hall Truck Center, Inc. which operate two
full-service Volvo, GMC and Isuzu truck centers in North Dakota. The combined
revenues and assets of these proposed acquisitions will represent less than ten
percent of the Company's total revenues and assets.

CONSTRUCTION EQUIPMENT OPERATIONS

         The Company estimates that United States retail sales of new
construction equipment in its target product market (light to medium
applications) in calendar 1997 totaled over $6 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 100 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.

         The Company is the largest Deere construction equipment dealer in the
United States, both in number of stores and total revenues, and accounted for
approximately eight percent of Deere's United States construction equipment
sales in calendar 1997. As of the end of fiscal 1998, the Company owned and
operated 25 Deere construction equipment stores located in metropolitan areas in
Arizona, Southern California, Minnesota, Montana, North Dakota, South Dakota and
Central Texas, and one Mack truck center in North Dakota.

         Customers of the Company's construction equipment stores are diverse
and include contractors, for both residential and commercial construction,
utility companies, and federal, state and local government agencies. These
stores provide a full line of equipment for light to medium size applications
and related product support to their customers. 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.

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         The Company's construction equipment stores are located in areas with
significant construction activity, including Austin, Dallas-Fort Worth, southern
Los Angeles, Minneapolis-St. Paul, Phoenix, San Antonio and San Diego. Each
construction equipment 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, the focus on used
equipment and the economies of scale inherent in its centralized administrative,
purchasing and inventory management functions. The Company attributes the
success of its construction equipment stores to its continuing implementation of
its operating model.

AGRICULTURAL EQUIPMENT OPERATIONS

         The Company estimates that United States retail sales of new
agricultural equipment in its target product market in calendar 1997 totaled
over $10 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 1,250 agricultural dealers which
operate approximately 1,500 stores in the United States.

         The Company is the largest Deere agricultural 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 1997. As of the end of fiscal 1998, the Company owned and operated
15 Deere agricultural equipment stores located in Arizona, Southern California,
Minnesota, North Dakota, South Dakota and Washington, and one agricultural store
focused on Valmont irrigation equipment.

         The Company's agricultural equipment stores are a full-service supplier
to farmers, offering a broad range of farm equipment and related products for
the crops grown in each of their areas. As a result of the customer mix and
Deere's product offering, the core products 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 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, the focus on used equipment and the
economies of scale inherent in its centralized administrative, purchasing and
inventory management functions.

EQUIPMENT RENTAL OPERATIONS

         The Company estimates that the United States equipment rental industry
was over $15 billion in calendar 1997 with over 15,000 equipment rental
companies. The Company believes that no

<PAGE>


single company's revenues represented more than three percent of the total. The
growth in this industry is being driven primarily by construction and industrial
companies that are increasingly outsourcing their equipment needs to reduce
their investment in non-core assets and to convert equipment costs from fixed to
variable.

         The Company maintains a rental fleet of construction equipment,
primarily through its RDO Rental Co. equipment rental stores in Arizona and
Southern California. 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 36 to 48 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
Midwest and Texas operations. The Company believes that its network of
construction equipment stores support the sale of the used equipment retired
from its 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.

PARTS AND SERVICE

         The Company's 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 its
operations. Each 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
Dallas, Texas; Minneapolis, Minnesota; Riverside, California; and San Antonio,
Texas also operate undercarriage shops for all makes and sizes of crawler
equipment.

FINANCIAL SERVICES

         The Company recently established a finance subsidiary, RDO Financial
Services Company, to provide equipment loans and leases to the customers of its
retail network. This subsidiary is also exploring opportunities to provide
additional products and services, such as extended warranties, credit life
insurance, disability insurance and casualty insurance.

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

<PAGE>


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, Montana, 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: Central
Texas, including the Austin, Dallas-Fort Worth and San Antonio 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
selection of Company's management personnel, including managers of the Company's
Deere equipment stores, 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 equipment 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 1998, the Company's equity-to-assets
ratio was 31.6%. 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."

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         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 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. Floor plan financing from Deere and Deere Credit Services, Inc.
("Deere Credit") represents the primary source of financing for wholegoods
inventories, particularly for equipment supplied by Deere. Deere and Deere
Credit offer floor plan financing to the Company and other 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 based on
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. After the
interest-free period from Deere, the Company generally shifts its financing to
its line of credit with Deere Credit.

         OTHER LENDERS. During fiscal 1998, the Company entered into revolving
credit agreements with Deutsche Financial Services and NationsBank for financing
rental equipment and inventory, respectively. The Company also finances
inventory through its line of credit at Ag Capital Company ("Ag Capital"), an
Offutt Entity as defined below. Financing may also be available through floor
plan financing programs for equipment from suppliers other than Deere, which may
be financed by such suppliers themselves or through third-party lenders,
depending on which alternative provides the Company with the most favorable
terms. All lenders generally receive a security interest in the rental equipment
or inventory being financed.

<PAGE>


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. Recently, the
Company's financial services subsidiary has been coordinating arrangements for
most of the Company's customers who request financing. 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, 1998,
was $986,000.

         AG CAPITAL AND OTHERS. Ag Capital, a cooperative lending institution,
provides financing to the Company's customers. Some of this financing is with
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 $2.2 million as of January 31, 1998. ACL Company,
LLC and Farmers Equipment Rental, Inc., both of which are Offutt Entities, also
provided financing to customers for which the Company has some contingent
recourse liability, which contingent liability was approximately $2.1 million as
of January 31, 1998. 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 manufacturer. The term and scope of these warranties vary greatly by
manufacturer and by product. The Company does not provide additional warranties
to retail purchasers of new equipment. The manufacturer (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. While the Company has
not generally provided additional warranties, the Company's new finance
subsidiary is exploring opportunities to provide extended warranties.

COMPETITION

         The Company's construction equipment 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

<PAGE>


specific types of construction equipment, including JCB backhoes, Kobelco
excavators, Komatsu wheel loaders and crawler dozers, and Bobcat skid loaders.
The Company's agricultural 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. The Company's
equipment rental stores compete with other equipment rental companies, including
equipment dealers. Equipment rental businesses generally make available for
short-term rent used equipment manufactured by the foregoing manufacturers,
including those who are suppliers to the Company.

         Competition among equipment retailers is primarily based on price,
value, reputation, quality and design of the products offered by the retailer,
the customer service and equipment servicing provided by the retailer, and the
accessibility of the retailer's stores. The Company believes that its broad
product line, product support and quality products 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 manufacturers other than
Deere are licensed from their respective owners. The Company historically has
operated each of its dealerships 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 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, 1998 the Company employed 1,214 full-time employees.
Of this number, 20 employees were located at the Company's corporate offices and
employed in corporate administration. The balance of the employees were involved
in the Company's operations: 154 were employed in administration, 246 in
equipment sales and rental operations, 195 in parts sales, 577 in servicing
equipment and 22 in financing. None of the Company's employees are covered by a
collective bargaining agreement.

<PAGE>


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 24, 1998, as it may be supplemented or amended
from time to time in subsequent filings with the Securities and Exchange
Commission (the "SEC"). 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, customer and other
                  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 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 worldwide and locally, including
                  agricultural industry cycles, construction spending, federal,
                  state and local government spending on highways and other
                  construction projects, new housing starts, interest rates,
                  economic recessions, customer business cycles, climatic
                  phenomena such as El Nino, and customer confidence in the
                  economy;

         (vii)    The length of the crop growing season, adverse weather, animal
                  and plant diseases, crop pests, harvest yields, real estate
                  values, government farm programs, and the confidence of the
                  Company's agricultural customers in the farm economy;

         (viii)   The positions of Deere and other equipment manufacturers with
                  respect to publicly traded dealers, dealer consolidations and
                  specific acquisition opportunities;

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

         (x)      Integration and successful operation of acquired businesses;

         (xi)     Operating and financial systems to manage rapidly growing
                  operations; and

         (xii)    Continued availability of key personnel.

<PAGE>


ITEM 2.  PROPERTIES.

         As of the end of fiscal 1998, the Company owned the real estate for 10
of its stores, leased its executive offices and 14 stores from an Offutt Entity
(as defined in Item 4A below), and leased 26 stores from unrelated third
parties. Lease terms range from one to 15 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.


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.

         None.


ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT.

         The executive officers of the Company, their ages and the offices held,
as of April 3, 1998, are as follows:

<TABLE>
<CAPTION>

NAME                  AGE      OFFICE
----                  ---      ------
<S>                   <C>      <C>
Ronald D. Offutt      55       Chairman of the Board and Chief Executive Officer

Paul T. Horn          55       President and Chief Operating Officer

Allan F. Knoll        54       Chief Financial Officer and Secretary

Richard J. Moen       50       Chief Administrative Officer and Treasurer

Gary R. Allan         49       Senior Vice President - West Agricultural Division

Charles Calhoun       45       Senior Vice President - Used Construction Equipment Division

Steven B. Dewald      37       Senior Vice President - RDO Financial Services Company

H. David Frambers     54       Senior Vice President - Midwest Construction Division

Randolph F. Goss      45       Senior Vice President - South Central Construction Division

William R. Hutton     50       President - RDO Rental Co.

Larry B. Kerkhoff     44       Senior Vice President - Midwest Agricultural Division

<PAGE>


Larry E. Scott        55       Senior Vice President - Southwest Construction Division

Mark A. Doda          35       Controller

</TABLE>

---------------------

         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 other entities he owns, controls or manages (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 spent approximately
one-half of his time on business of the Company during fiscal 1998. He serves on
the Board of Directors of High Plains Corporation, an ethanol producer based in
Wichita, Kansas. 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. Mr. Offutt is the brother-in-law of Larry E. Scott, the
Company's Senior Vice President - Southwest Construction Division.

         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 an
employee of the Company and has spent substantially all of his time on the
business of the Company. Mr. Horn serves as a director and officer and is a
beneficial stockholder of many of the Offutt Entities. Mr. Horn currently serves
as Vice Chairman of the Board of Directors of 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 spent
approximately two-thirds of his time on the business of the Company during
fiscal 1998. 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 of Harvard Law School.

         GARY R. ALLAN has served as Senior Vice President - West Agricultural
Division since the Company's acquisition in May 1997 of four agricultural stores
located in southwestern Arizona and southeastern California. He joined the
Company as Senior Vice President - Northwest Agricultural Division in October
1996 in connection with the Company's acquisition 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

<PAGE>


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 Commercial
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 Construction Equipment Division. He has 21 years of experience
in the construction equipment business, and is a graduate of Texas Tech
University with a degree in Marketing.

         STEVEN B. DEWALD has served as Senior Vice President - RDO Financial
Services Company since December 1997. From September 1996 through November 1997,
he served as Director of Finance of Ag Capital Company, an Offutt Entity. Prior
to joining Ag Capital, from February 1995 to August 1996, Mr. Dewald managed
personal investments, including real estate development and fast food
restaurants. From 1989 until February 1995, he held increasingly responsible
positions as a financial officer of Metropolitan Financial Corporation, a
regional thrift holding company acquired in 1995 by U.S. Bancorp (formerly First
Bank System, Inc.) at which time he was serving as Executive Vice President and
Chief Financial Officer. Mr. Dewald worked for Ernst & Young from 1983 to 1989.
He is a graduate of Concordia College of Moorhead with a degree in Accounting
and Healthcare Finance.

         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 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., 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 RDO Rental Co. From 1984 until February
1997, he was President and owner of Sun Valley Equipment Corp., the Arizona
construction equipment rental business acquired by RDO Rental Co. 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.

<PAGE>


         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. Mr. Kerkhoff serves on the Board of Directors of the
North Dakota Implement Dealers Association. 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 26 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.
Mr. Scott is the brother-in-law of Ronald D. Offutt, the Company's founder,
Chairman, Chief Executive Officer and principal stockholder.

         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 1985 through 1991, Mr. Doda worked for Deloitte & Touche
LLP. Mr. Doda is a graduate of the University of North Dakota with a degree in
Accounting.


                                     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 38 of the Company's 1998 Annual Report to Shareholders
is incorporated herein by reference. The Company did not have any unregistered
sales of equity securities during fiscal 1998.


ITEM 6.  SELECTED FINANCIAL DATA.

         The information under the caption "Selected Financial Data" on page 13
of the 1998 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 19 of the
Company's 1998 Annual Report to Shareholders is incorporated herein by
reference.

<PAGE>


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

         Not applicable.

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 20 through 36 of
the Company's 1998 Annual Report to Shareholders are incorporated herein by
reference and are listed in Item 14(a)(1) on page 17 of this Report. The
supplementary data required by this Item 8 appears as Note 13 entitled
"Unaudited Quarterly Financial Data" on page 35 of the 1998 Annual Report to
Shareholders.


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

         Not applicable.

                                    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 1998 Proxy Statement is incorporated herein by reference.

         The information under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's 1998 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
1998 Proxy Statement is incorporated herein by reference.


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

         The information under the captions "Principal Stockholders" and
"Beneficial Ownership of Management" in the Company's 1998 Proxy Statement are
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 1998 Proxy Statement is
incorporated herein by reference.

<PAGE>


                                     PART IV

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

         (a)(1)   FINANCIAL STATEMENTS OF REGISTRANT.

         The following are incorporated herein by reference from the pages
         indicated in the Company's 1998 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 36.

         Consolidated Statements of Operations for the Years Ended January 31,
         1998, 1997 and 1996--page 20.

         Consolidated Balance Sheets as of January 31, 1998 and 1997--page 21.

         Consolidated Statements of Stockholders' Equity for the Years Ended
         January 31, 1998, 1997 and 1996--page 22.

         Consolidated Statements of Cash Flows for the Years Ended January 31,
         1998, 1997 and 1996-- page 23.

         Notes to Consolidated Financial Statements--pages 24 to 35.

         (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 19
to 21 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 3, 1998, 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, 3030 Harbor Lane, Suite 202, Plymouth, Minnesota 55447.

         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.

<PAGE>


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

                  (b)      REPORTS ON FORM 8-K.

         None.


                                   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 24, 1998
                                        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 24, 1998 by the following persons on
behalf of the registrant and in the capacities indicated.

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

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

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

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

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

/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

<PAGE>


                                RDO EQUIPMENT CO.

                   EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K
                   FOR THE FISCAL YEAR ENDED JANUARY 31, 1998

<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 Company........ Incorporated by reference to Exhibit 10.1 to the
                                                                                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        First Amended and Restated Credit Agreement between RDO
            Equipment Co. and Ag Capital Company dated December 18, 1997....... Filed herewith electronically.

<PAGE>


10.5        First Amended and Restated Credit Agreement between Minnesota
            Valley Irrigation, Inc. and Ag Capital Company dated February
            13, 1998........................................................... Filed herewith electronically.

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 Agreement........................ Incorporated by reference to Exhibit 10.7 to the
                                                                                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.................................................. Incorporated by reference to Exhibit 10.8 to the
                                                                                Company's Annual Report on Form 10-K for the
                                                                                fiscal year ended January 31, 1997.

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).

<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................................... Incorporated by reference to Exhibit 10.15 to
                                                                                the Company's Annual Report on Form 10-K for the
                                                                                fiscal year ended January 31, 1997.

13.1        Excerpts from 1998 Annual Report to Shareholders................... Filed herewith electronically.

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

23.1        Consent of Independent Public Accountants.......................... Filed herewith electronically.

27.1*       Financial Data Schedule for Fiscal 1998............................ Filed herewith electronically.

27.2*       Financial Data Schedule for Fiscal 1997 (Restated in accordance
            with FAS No. 128).................................................. Filed herewith electronically.

27.3*       Financial Data Schedule for Fiscal 1996 (Restated in accordance
            with FAS No. 128).................................................. Filed herewith electronically.

27.4*       Financial Data Schedule for Quarter 3 of Fiscal 1997 (Restated
            in accordance with FAS No. 128).................................... Filed herewith electronically.

27.5*       Financial Data Schedule for Quarter 2 of Fiscal 1997 (Restated
            in accordance with FAS No. 128).................................... Filed herewith electronically.

27.6*       Financial Data Schedule for Quarter 1 of Fiscal 1997 (Restated
            in accordance with FAS No. 128).................................... Filed herewith electronically.

</TABLE>




------------------------------
*  Submitted only with the electronic filing of this report with the SEC.