================================================================================

                                  UNITED STATES
                       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, 2000
                                       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. _X_ YES ___ 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 ]

       The aggregate market value of common equity held by persons other than
directors and officers was approximately $28 million as of March 31, 2000. At
that date, 5,731,008 shares of Class A Common Stock and 7,450,492 shares of
Class B Common Stock were outstanding for a total of 13,181,500 shares of Common
Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

       Portions of the annual report to shareholders for the year ended January
31, 2000 ("Annual Report") are incorporated by reference in Part II. Portions of
the proxy statement for the annual meeting to be held on May 31, 2000 ("Proxy
Statement") are incorporated by reference in Part III.

================================================================================


                                       1
<PAGE>


                         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 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 specializes in the distribution, sale, service, rental
and finance of equipment and trucks to the agricultural, construction,
manufacturing, transportation and warehousing industries, as well as to public
service entities, government agencies and utilities. At the end of fiscal 2000,
the Company operated 56 retail stores in nine states - Arizona, California,
Minnesota, Montana, Nebraska, North Dakota, South Dakota, Texas and Washington.
Its stores include the largest network of Deere & Company ("Deere") construction
equipment dealerships and agricultural equipment dealerships in North America.
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 and openings of agricultural, construction, material
handling and truck dealerships.

           New products sold by the Company are supplied primarily by Deere, a
leading manufacturer and supplier of construction and agricultural equipment,
and by Volvo AB ("Volvo"), a leading manufacturer and supplier of heavy-duty
trucks. Sales of new Deere products and new Volvo products by the Company
accounted for approximately 35% and 10%, respectively, of the Company's sales in
fiscal 2000. No other supplier accounted for more than 10% of the Company's new
product sales in fiscal 2000. The Company's stores also offer complementary
products from other suppliers, used products, new and used parts, product
servicing, product rental, loans, leases and other related products and
services.

           For the fiscal year ended January 31, 2000, the Company's revenues
were generated from the following areas of business:

              New equipment and truck sales........................  54%
              Used equipment and truck sales.......................  15%
              Product support (parts and service revenues).........  25%
              Equipment rental.....................................   5%
              Financial services...................................   1%


                                       2
<PAGE>


           During fiscal 2000, the Company acquired Volvo truck dealerships with
full-service truck centers located in Dallas and Ft. Worth, Texas, and in Long
Beach and Riverside, California. In addition, the Company acquired a used truck
operation in Fontana, California, and commenced truck operations at its Waco,
Texas location. The Company also closed one construction equipment rental store
and sold its 80 percent interest in RDO Rental Co., a construction equipment
rental operation located in the southwestern United States.

           The Company is a Delaware corporation with its executive offices
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 Form 10-K
include its subsidiaries.

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 objective, 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 and trucks expands, the Company has the opportunity to
generate additional parts and service business and trade-ins. The Company's
finance subsidiary also assists in structuring transactions to meet the needs of
its customers. 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,
rental and finance revenues currently have higher profit margins than equipment
and truck 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 and truck retailers.
Due to the Company's leadership position, access to capital and 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
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
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, 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


                                       3
<PAGE>


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.

           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 has also focused on expanding
into industries in which product distribution is highly fragmented and the
Company's operating model can be implemented. 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.

CONSTRUCTION EQUIPMENT OPERATIONS

           The Company estimates that North American retail sales of new
construction equipment in its target product market in calendar 1999 totaled
over $8 billion. Deere is one of the leading suppliers of construction equipment
in North America for light to medium applications and offers a broad array of
products. The Company believes Deere has approximately 90 construction dealers
who operate approximately 424 main stores and sales and service centers in North
America. 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 believes it is the largest Deere construction equipment
dealer in North America, both in number of stores and total purchases,
accounting for approximately six percent of Deere's North American construction
equipment sales in calendar 1999. As of the end of fiscal 2000, the Company
operated 25 Deere construction equipment stores located in metropolitan areas in
Arizona, Southern California, Minnesota, Montana, North Dakota, South Dakota and
Central Texas.

           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. The
Company's 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 backhoes, excavators, crawler dozers and four-wheel-drive
loaders. More recently, the Company began handling new products being introduced
into the market by Deere including ADTs, large excavators and compact
excavators. The Company's construction equipment stores also offer complementary
equipment from other suppliers, as well as used equipment primarily taken as
trade-ins.

           The Company's construction equipment stores are located in areas with
significant construction activity, including Austin, Dallas/Fort Worth,
southeastern 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.


                                       4
<PAGE>


           In addition to selling and servicing new and used construction
equipment, the Company engages in rent-to-purchase and rent-to-rent transactions
as part of its dealership activities. In connection with the sale to United
Rentals, Inc. of its 80 percent interest in RDO Rental Co., the Company agreed
to limit its construction equipment rental activities in certain portions of the
southwestern United States until February 1, 2002. In general, these limitations
do not impact activities historically conducted by the Company (other than RDO
Rental Co.) or activities consistent with dealership operations.

TRUCK OPERATIONS

           The Company estimates that North American retail sales of heavy-duty
trucks in calendar 1999 exceeded $10 billion. Mack Trucks, Inc. ("Mack") and
Volvo are leading suppliers of heavy-duty trucks in North America. The Company
believes Mack has approximately 132 dealers that operate approximately 256
locations in North America, while Volvo has approximately 128 dealers that
operate approximately 204 locations in the United States. Each Mack or Volvo
truck dealer is assigned designated geographical areas of responsibility within
which it has the right to sell new trucks made by the truck manufacturer.

           The Company operates Mack truck centers in Minneapolis/St. Paul,
Minnesota and in Fargo and Grand Forks, North Dakota. Its Volvo truck centers
are located in Long Beach and Riverside, California; Minneapolis/St. Paul,
Minnesota; Fargo and Grand Forks, North Dakota; and Dallas, Ft. Worth and Waco,
Texas. The Company's truck centers in Fargo, Grand Forks, Dallas and Riverside
also sell and service GMC trucks; and its stores in Fargo, Grand Forks and
Fontana handle Isuzu trucks. The Company also conducts a used truck operation in
Fontana, California. The Company's truck centers are located in high truck
traffic areas on or near major highways.

           Trucks sold by the Company are generally classified as Class 4
through Class 8 by the American Automobile Manufacturers Association. Class 8
trucks have a minimum gross vehicle weight rating above 33,000 pounds, and are
primarily used for over-the-road and off-highway transportation of general
freight and various vocational applications including the hauling of
construction materials, logging, mining, petroleum, refuse, waste and other
specialty uses. Customers generally purchase these trucks for commercial
purposes that are outfitted to perform according to the user's specifications.

           The Company's truck centers display a broad array of new and used
trucks and have fully-equipped service bays to provide on-site service and
maintenance of trucks, including body shops. The Company believes its operating
model gives it a competitive advantage over other truck dealers. In addition,
its truck operations and construction equipment operations have common
customers, which presents opportunities for marketing, selling and operating
synergies.

AGRICULTURAL EQUIPMENT OPERATIONS

           The Company estimates that North American retail sales of new
agricultural equipment in its target product market in calendar 1999 totaled
over $10 billion. Deere is the leading supplier of agricultural equipment in
North America. Within the Deere agricultural dealer system, dealers are not
assigned exclusive territories, but are authorized to operate at specific store
locations. The Company believes Deere has approximately 1,200 agricultural
dealers that operate approximately 1,600 stores and parts and service centers in
North America.

           The Company believes it is the largest Deere agricultural equipment
dealer in North America, both in number of stores and total purchases,
accounting for approximately 1.25 percent of Deere's North


                                       5
<PAGE>


American sales of agricultural equipment, parts and attachments in calendar
1999. As of the end of fiscal 2000, the Company operated 15 Deere agricultural
equipment stores located in Arizona, Southern California, Minnesota, North
Dakota, South Dakota and Washington.

           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, are also offered according
to local market demand. The agricultural stores also sell used equipment,
generally acquired as trade-ins.

           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.

           The Company also conducts an agricultural equipment rental business
in California that it acquired during fiscal 1999. The Company believes that the
agricultural equipment rental business is a growing trend being driven primarily
by agricultural customers that are increasingly outsourcing their equipment
needs to reduce their investment in non-core assets and to convert equipment
costs from fixed to variable, especially in the western, southwestern and south
central regions of the United States. The Company believes that its dealerships
and rental operations complement and support each other.

MATERIAL HANDLING EQUIPMENT OPERATIONS

           The Company estimates that North American retail sales of lift trucks
and other material handling equipment in its target product market in calendar
1999 exceeded $7 billion. Hyster Company (part of the material-handling group of
NACCO Industries, Inc.) ("Hyster") is a leading supplier of lift trucks in North
America. The Company believes Hyster has approximately 50 dealers that operate
approximately 100 stores in North America. Each Hyster dealer is assigned
designated geographical areas of responsibility within which it has the right to
sell new Hyster lift trucks and parts. The Company is the designated Hyster lift
truck dealer for the upper Midwest - Minnesota, Nebraska, North Dakota, South
Dakota, western Iowa and northwestern Wisconsin.

           Hyster lift trucks (also referred to as forklift trucks or forklifts)
are used in a wide variety of business applications, including manufacturing and
warehousing. The principal categories of lift trucks include electric rider,
electric narrow-aisle and electric-motorized hand forklift trucks primarily for
indoor use and internal combustion engine forklift trucks for indoor or outdoor
use.

           Shortly after its appointment as a Hyster dealer in fiscal 1999, the
Company acquired the operating assets of two companies engaged in the
distribution, sale, service and rental of material handling


                                       6
<PAGE>


equipment with stores located in Grand Island, Lincoln and Omaha, Nebraska and
North Sioux City, South Dakota. This acquisition provided the Company with an
established platform which complemented its Hyster operations, including aerial
and high-reach man lifts manufactured by Genie, Grove, Skyjack and Upright and
other equipment used to move, protect, store or control products and materials
in manufacturing and distribution.

           The Company conducts its material handling operations from 11
locations in the upper Midwest of which five locations are dedicated solely to
material handling equipment. The other locations consist of several of the
Company's agricultural and construction equipment stores in Minnesota and North
Dakota. Each store displays a variety of equipment for sale or rent, and has
fully-equipped service bays to provide on-site service and maintenance.
Customers include commercial, manufacturing, trucking and warehousing
businesses, some of which have fleets of material handling equipment to be
maintained. The Company believes its operating model gives it a competitive
advantage over other material handling equipment retailers, and that its other
operations have common customers with its material handling operations which
presents opportunities for marketing, selling and operating synergies.

USED EQUIPMENT AND TRUCKS

           The Company believes that an integral part of its operations is the
handling of used equipment and trucks. Accordingly, each of the Company's
divisions has established a management team to assist in the valuation of used
products which the Company receives in trade-ins, assist in the purchase of used
products for sale or rent by its dealerships, and support the sale of used
products received as trade-ins. These activities include the purchase and
remarket on the open market of used equipment manufactured by companies other
than Deere such as Caterpillar Inc. ("Caterpillar"), Komatsu Corporation
("Komatsu") and Volvo.

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; and Riverside, California also operate
undercarriage shops for all makes and sizes of crawler equipment.

FINANCIAL SERVICES

           The Company's finance subsidiary, RDO Financial Services Co.,
provides equipment and truck loans and leases to the customers of the Company's
retail network. This subsidiary has developed strategic partnerships with
vendors of financial products, as well as additional services such as revolving
credit, farm land financing, extended warranties, credit life insurance and
casualty insurance, which are sold to the Company's customers.

           The Company believes that there is a growing trend in the equipment
and truck distribution business toward selling new and used products with
financing and service contracts. In addition, financing incentives are becoming
an important element in the Company's selling efforts. Customers increasingly


                                       7
<PAGE>


want to purchase products from retailers who can also provide financing and
other products and services of the types being offered by the Company.

INVENTORY AND ASSET MANAGEMENT

           The Company maintains substantial inventories of equipment, trucks
and parts in order to facilitate sales to customers on a timely basis. The
Company also is required to build its inventory of agricultural equipment and
parts 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 the needs of its agricultural customers and to avoid shortages or delays.

           The Company maintains a database on sales and inventory, and has a
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 items from the supplier. As a result, the Company minimizes its
investment in inventory while effectively and promptly satisfying its customers'
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.

INVENTORY FINANCING

           Having adequate equipment, trucks 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. In its truck segment, the cost of floor
plan financing of truck inventories has a direct relationship to the volume of
retail loans and leases originated on behalf of the floor plan supplier.

           Floor plan financing from Deere, Deere Credit Services, Inc. ("Deere
Credit") and Banc of America Leasing & Capital, LLC ("Banc of America")
represents the primary source of financing for equipment inventories,
particularly for equipment supplied by Deere. Floor plan financing of truck
inventories is primarily supplied by Associates Commercial Corporation
("Associates"), General Motors Acceptance Corporation ("GMAC") and Volvo
Commercial Finance LLC The Americas. Rental equipment on- and off-balance sheet
financing is primarily provided by Deutsche Financial Services Corporation
("Deutsche") and Deere Credit. All lenders generally receive a security interest
in the inventory or rental equipment being financed.

CUSTOMER FINANCING OPTIONS

           Financing options for customer purchases support the sales activities
of the Company. Financing for purchases by the Company's customers are available
through programs offered by the Company's finance subsidiary, by
manufacturer-sponsored sources (such as Deere Credit) and by major finance
companies (such as Associates). The Company's finance subsidiary coordinates
arrangements for most of the Company's customers who request financing. The
Company does not grant extended payment terms.


                                       8
<PAGE>


PRODUCT WARRANTIES

           The manufacturer generally provides warranties for new products and
parts. 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 products. The manufacturer (such as Deere) pays the Company
for repairs to equipment under warranty. The Company generally sells used
products "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. The Company also sells a warranty product
offered by Deere on new and used equipment. The Company itself has not generally
provided additional warranties.

COMPETITION

           The Company's construction equipment stores compete with distributors
of equipment produced by manufacturers other than Deere, including Caterpillar,
CNH Global N.V. ("CNH") and Komatsu. 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 equipment stores
compete with distributors of equipment from suppliers other than Deere,
including Agco Corporation, Caterpillar and CNH. 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 operations compete with equipment
rental companies and 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.

           The Company's truck centers compete with distributors of trucks
produced by manufacturers other than Mack and Volvo, including DaimlerChrysler
AG (Freightliner and Sterling), Ford Motor Co., Navistar International Corp. and
Paccar Inc. (Peterbilt and Kenworth). The Company's material handling stores
compete with distributors of lift trucks produced by manufacturers other than
Hyster, including Clark Material Handling Company, Crown Equipment Corporation,
Nissan Motor Co., Toyota Motor Corp., another division of the NACCO material
handling group (Yale), and with other equipment rental companies that rent
aerial and high-reach man lifts, lift trucks and other material handling
equipment.

           Competition among equipment and truck retailers is primarily based on
price, value, reputation, quality, design and performance of the products
offered by the retailer, the customer service and product servicing provided by
the retailer, and the accessibility of the retailer's stores. The Company
believes that its store locations, broad product lines, quality products,
product support and other customer and financial services enable it to compete
effectively.

BACKLOG

           The Company's truck operations sell approximately two-thirds of
their new heavy-duty trucks by customer order, with the remainder sold out of
inventory. The general time period from order placement to delivery is currently
three to eight months. At January 31, 2000, the Company's backlog of confirmed
truck orders (including orders from fleet customers who typically place orders
up to one year in advance of scheduled delivery dates) was approximately $22.1
million. The Company expects to fill all of


                                       9
<PAGE>


these orders during fiscal 2001. The Company's backlog of confirmed truck orders
at January 31, 1999 was approximately $41.4 million.

AGREEMENTS WITH MANUFACTURERS

           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, without the consent of Deere, 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 equity-to-assets ratio of the Company's
Deere dealerships 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 2000, the Company has calculated the equity-to-assets ratio of the
Company's Deere dealerships to be 37%. 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."


                                       10
<PAGE>


           The Company's Deere dealer appointments are not exclusive. Deere
could appoint other dealers in close proximity to the Company's existing stores.
Deere can reduce the areas of responsibility assigned to the Company's
construction equipment dealerships 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

           DEERE INDEMNIFICATION AGREEMENT. Some time after the Offering, Deere
advised the Company that it was requiring Deere dealerships to sign an
indemnification agreement before "going public". Deere also informed the Company
that it would not be willing to consider possible future acquisitions of Deere
dealerships by the Company unless and until the Company signed such an
agreement. After prolonged discussions and negotiations, the Company signed an
indemnification agreement in March 2000. In general, this agreement provides
that the Company will indemnify Deere (and its directors, officers, employees
and agents) from and against lawsuits and other proceedings commenced by
shareholders of the Company and by governmental agencies arising from (a) the
registration, listing, offer, sale, distribution or resale of any security of
the Company, (b) an untrue statement or omission, whether actual or alleged, in
connection with any security of the Company, or (c) an allegation that Deere is
a "controlling person" of the Company within the meaning of federal securities
laws. The Company will pay, or reimburse Deere for, any judgments, penalties,
expenses and other losses resulting from any such lawsuit or other proceeding.
The Company has no obligation to indemnify Deere with respect to any judgment
rendered against Deere as a result of Deere's own intentional or reckless
misconduct or as a result of an untrue written statement of fact signed by an
officer of Deere.

           VOLVO AGREEMENTS. Pursuant to a framework arrangement with Volvo, the
Company is expanding its presence in Volvo's truck distribution system by
acquiring additional dealer locations as well as being awarded franchises for
locations where no Volvo dealer exists. This arrangement includes financing and
other assistance from Volvo to assist in acquiring, opening and operating Volvo
truck dealership locations. Financing from Volvo is repaid based upon the
performance of a dealership after the Company acquires or opens it.

           Under its dealer agreements with Volvo, the Company is an authorized,
exclusive retail dealer of new Volvo trucks and parts in the territories around
its Volvo truck centers. The Company is required, among other things, to meet
sales, service and facilities criteria established by Volvo and to maintain
appropriate inventories of trucks and parts. The Company must also provide Volvo
with financial and planning documents on a regular basis and provide warranty
repairs on covered Volvo trucks. The Company is granted the right to use various
Volvo trademarks in the conduct of its business and the benefit of Volvo
materials and training.

           Volvo dealer agreements generally provide for an initial term of up
to five years, and are extended annually. It is Volvo's stated objective that
dealer agreements continue in effect indefinitely so long as the Company
satisfies its obligations and meets its objectives. Volvo may terminate a dealer
agreement upon the occurrence of a material breach enumerated in the agreement
which are typical of dealership agreements generally. Volvo also can reduce or
change the scope of the territories associated with the Company's Volvo truck
dealerships.


                                       11
<PAGE>


           OTHER SUPPLIERS. The Company is an authorized dealer at various
stores for suppliers of other products. 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.

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 and trucks 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 dealership in that location. Each dealership store is
generally identified as an authorized dealer or representative of the
manufacturer or manufacturers of the equipment, trucks or other products sold at
the store, and may also 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 regulate
workplace health and safety, 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.

           The Company's truck operations are subject to the National Traffic
and Motor Vehicle Safety Act, Federal Motor Vehicle Safety standards promulgated
by the U.S. Department of Transportation and various state motor vehicle
regulatory agencies. State and local laws and regulations require each truck
dealership to obtain licenses to operate as a dealer in heavy-duty vehicles. The
Company believes that its truck operations are in compliance with all federal,
state and local laws and regulations and that it has obtained all necessary
licenses and permits.

           The Company's financial services operations are subject to laws and
regulations with respect to financing, commercial finance regulations that may
be similar to consumer finance regulations in some states, including those
governing interest rates and charges, maximum amounts and maturities of credit
and customer disclosure of transaction terms. The Company's insurance products
and services are subject to laws and regulations with respect to insurance,
licensing, insurance premiums, financing rates and insurance agencies. The
Company believes that it is in compliance with these laws and regulations.


                                       12
<PAGE>


EMPLOYEES

           As of January 31, 2000, the Company employed 1,602 full-time
employees. Of this number, 29 employees were located at the Company's corporate
offices and employed in corporate administration. The remaining employees were
involved in the Company's operations: 799 in construction operations, 371 in
truck operations, 340 in agriculture operations, 19 in rental operations and 44
in financing and related services. None of the Company's employees are covered
by a collective bargaining agreement.

CERTAIN IMPORTANT FACTORS

           In addition to the matters discussed above, there are 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 21, 2000, and in other filings with the
Securities and Exchange Commission (the "SEC"). Some of these important factors
(but not necessarily all important factors) include the following:

           a.  General economic conditions worldwide and locally, including
               agricultural industry cycles, construction spending, federal,
               state and local government spending on highways and other
               construction projects, housing starts, interest rates, fuel
               prices, currency exchange rates, customer business cycles,
               climatic phenomena such as La Nina and El Nino, and customer
               confidence in the economy;

           b.  The length of the crop growing season, farm cash income, farmer
               debt levels, adverse weather, animal and plant diseases, crop
               pests, harvest yields, world grain stocks, commodity prices, real
               estate values, government farm programs, and the confidence of
               the Company's agricultural customers in the farm economy;

           c.  Changes in governmental regulations, and legislation primarily
               relating to agriculture, the environment, commerce and government
               spending on infrastructure;

           d.  The positions of Deere and other manufacturers with respect to
               publicly traded dealers, dealer consolidations and specific
               acquisition opportunities;

           e.  The overall success of Deere and the Company's other suppliers;

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

           g.  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;

           h.  The introduction of new and innovative products by the Company's
               suppliers;

           i.  Capital needs of the Company and the status of markets for equity
               and debt financing;

           j.  The availability and terms of floor plan, customer and other
               financing;


                                       13
<PAGE>


           k.  Risks associated with growth, expansion and acquisitions,
               including the management of growth;

           l.  Integration and successful operation of acquired businesses;

           m.  Financing arrangements relating to the Company's financial
               services operations, including credit availability and customer
               credit risks;

           n.  Availability, sufficiency and cost of insurance;

           o.  Operating and financial systems to manage rapidly growing
               operations; and

           p.  Continued availability of key personnel.


ITEM 2.    PROPERTIES.

           As of the end of fiscal 2000, the Company owned the real estate for
eight of its stores, leased its executive offices, real estate for a potential
dealership site and 22 stores from an Offutt Entity (as defined in Item 4A
below) and leased three administrative offices and 26 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.


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 offices held
are as follows:

NAME                      AGE     OFFICE
----                      ---     ------

Ronald D. Offutt          57      Chairman of the Board and Chief Executive
                                  Officer

Paul T. Horn              57      President

Allan F. Knoll            56      Secretary

Gary L. Weihs             44      Chief Operating Officer


                               14
<PAGE>

Thomas K. Espel           41      Chief Financial Officer and Treasurer

Charles Calhoun           47      Executive Vice President - Global Sales

Steven B. Dewald          39      Senior Vice President - RDO Financial Services
                                  Co.

Mark A. Doda              37      Senior Vice President and Controller

Kenneth J. Horner, Jr.    37      Executive Vice President - Construction
                                  Equipment

Larry B. Kerkhoff         47      Executive Vice President - West Agriculture

Christi J. Offutt         31      Senior Vice President - Midwest Agriculture

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

           RONALD D. OFFUTT is the Company's founder, Chairman, Chief Executive
Officer and principal stockholder. He has served as a member of the Company's
Office of the Chairman since December 1998, and served as President of the
Company from its formation in 1968 until August 1996. 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-fourth of his time on business of the Company during fiscal
2000. He is Former 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, Senior Vice
President - Special Projects, and the father of Christi J. Offutt, Senior Vice
President - Midwest Agriculture.

           PAUL T. HORN has served as a member of the Company's Office of the
Chairman since December 1998, as President of the Company since August 1996, and
as a director of the Company since 1986. Mr. Horn also served as Chief Operating
Officer of the Company from 1986 through 1999. Prior to October 1996, he was an
employee of Offutt Co. and spent approximately one-fourth 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 a member of the Company's Office of the
Chairman since December 1998 and as Secretary and a director of the Company
since 1974. He served as Chief Financial Officer of the Company from 1974
through January 1999. 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 one-third of his time on the business of the Company during fiscal
2000. Mr. Knoll is a graduate of Moorhead State University with degrees in
Business Administration and Accounting.

           GARY L. WEIHS has served as Chief Operating Officer since January
2000. Prior to joining the Company, he served as Vice President/General Manager
of Industrial Products at Solutia Incorporated since September 1997. From 1994
to August 1997, Mr. Weihs was Director, Supply Chain - Crop Chemicals, The
Americas, for the Monsanto Agricultural Group. Before joining Monsanto, he
received an MBA degree from the Harvard Graduate School of Business
Administration. Prior to his MBA studies, he served in various management
positions with PepsiCo Inc. and Procter & Gamble Company. In addition to


                                       15
<PAGE>


holding an MBA, Mr. Weihs is a graduate of Colorado School of Mines with a
bachelor's degree in mineral engineering.

           THOMAS K. ESPEL has served as Chief Financial Officer since February
1999 and as Treasurer since March 2000. He previously served as Executive Vice
President - Finance from August 1998 until February 1999. Prior to joining the
Company, he served as manager of Ag Capital Company since its inception in 1989
and continues to serve as a member of its Board of Directors. Under his
direction, Ag Capital, an Offutt entity, grew to more than $450 million in
assets managed. RDO Financial Services Co., a subsidiary of the Company, was
formed from the retail credit activities of Ag Capital. From 1981 through 1988,
Mr. Espel held various lending positions at St. Paul Bank for Cooperatives, a $4
billion institution located in St. Paul, Minnesota. He has a bachelor's degree
from the University of Illinois and a master's degree from Michigan State
University, both in Agricultural Economics - Finance.

           CHARLES CALHOUN served as Executive Vice President - Used Equipment
Division from December 1998 until April 2000 when he was appointed Executive
Vice President - Global Sales. He previously served as Senior Vice President -
Used Construction Equipment Division since March 1997. Prior to joining the
Company, he was Vice President and an owner of the construction dealership in
Texas that 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 acquired Texas construction dealership and started the Used
Construction Equipment Division. He has over 20 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 Co. 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.

           MARK A. DODA has served as Senior Vice President and Controller since
December 1998. He previously served as Controller 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.

           KENNETH J. HORNER, JR. has served as Executive Vice President -
Construction Equipment since June 1999. He previously served as Vice President -
Business Practices from July 1998 until June 1999. Prior to joining the Company,
Mr. Horner was Vice President and General Counsel for Prairieland Foods
Corporation, a restaurant management company, and Executive Vice President of
CrossCountry Courier, Inc., a regional freight carrier. He is a graduate of
University of Mary with a degree in accounting, and received his law degree from
the University of North Dakota.

           LARRY B. KERKHOFF has served as Executive Vice President - West
Agriculture since June 1999. He previously served as Senior Vice President -
Midwest Agriculture since 1996. From 1990 until 1996, he was manager of the
Company's agricultural equipment store in Breckenridge, Minnesota. Prior to
joining the Company, Mr. Kerkhoff was with Kibble Equipment, a Deere
agricultural dealership in Montevideo, Minnesota. He has over 20 years of
experience in agri-business. Mr. Kerkhoff is a graduate of Mankato Area
Vocational Institute - Diesel Mechanics Program and Mankato State University
with a degree in Business Administration.

           CHRISTI J. OFFUTT has served as Senior Vice President - Midwest
Agriculture since June 1999. She previously served as Vice President - Strategic
Planning from December 1998 until June 1999, and as Legal Counsel of Offutt Co.
from January 1997 until December 1998. Ms. Offutt is a graduate of University of
Puget Sound with degrees in politics and government and in business
administration, and


                                       16
<PAGE>


received her law degree in May 1996 from Boston University. She is the daughter
of Ronald D. Offutt, Chairman and Chief Executive Officer.


                                     PART II

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

           The information under the captions "Common Stock Information" and
"Dividend Policy" on page 38 of the Annual Report is incorporated herein by
reference. The Company did not have any unregistered sales of equity securities
during fiscal 2000.


ITEM 6.    SELECTED FINANCIAL DATA.

           The information under the caption "Selected Financial Data" on page
17 of the Annual Report 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 18 through
23 of the Annual Report is incorporated herein by reference.

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

           The Company is exposed to market risk from changes in interest rates.
Market risk is the potential loss arising from adverse changes in market rates
and prices such as interest rates. For fixed rate debt, interest rate changes
affect the fair value of financial instruments but do not impact earnings or
cash flows. Conversely for floating rate debt, interest rate changes generally
do not affect the fair market value but do impact future earnings and cash
flows, assuming other factors are held constant. A one percentage point increase
in interest rates would result in a net increase to the unrealized fair market
value of the fixed rate debt by approximately $6,000. At January 31, 2000, the
Company had variable rate floor plan payables, notes payable and long term debt
of $180.8 million and fixed rate notes payable and long term debt of $840,000.
Holding other variables constant, the pre-tax earnings and cash flow impact for
the next year resulting from a one percentage point increase in interest rates
would be approximately $1.8 million.

           The Company's policy is not to enter into derivatives or other
financial instruments for trading or speculative purposes. Consistent with this
policy, the Company's finance subsidiary RDO Financial Services Co. originates
fixed rate loan and fixed payment leases. On a daily basis, these loans and
leases are sold, thus eliminating interest risk.


                                       17
<PAGE>


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 24 through 37 of
the Annual Report are incorporated herein by reference and are listed in Item
14(a)(1) on page 19 of this Form 10-K. The supplementary data required by this
Item 8 appear as Note 15 entitled "Unaudited Quarterly Financial Data" on page
36 of the Annual Report.


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

           None.


                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

           The information regarding directors under the captions "Election of
Directors--Information About Nominees" and "Election of Directors--Other
Information about Nominees" in the Proxy Statement is incorporated herein by
reference. Information regarding executive officers is presented in Part I of
this Form 10-K as Item 4A.

           The information under the caption "Beneficial Ownership of Management
- Section 16(a) Beneficial Ownership Reporting Compliance" in the 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 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 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 Proxy Statement is incorporated
herein by reference.


                                       18
<PAGE>


                                     PART IV

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

           (a)(1)   FINANCIAL STATEMENTS.

                    The following are incorporated herein by reference from the
           pages indicated in the Annual Report, copies of which are included
           as Exhibit 13.1 to this Form 10-K:

                    Report of Independent Public Accountants--Arthur Andersen
                    LLP--page 37.

                    Consolidated Statements of Operations for the Years Ended
                    January 31, 2000, 1999 and 1998--page 24.

                    Consolidated Balance Sheets as of January 31, 2000 and
                    1999--page 25.

                    Consolidated Statements of Stockholders' Equity for the
                    Years Ended January 31, 2000, 1999 and 1998--page 26.

                    Consolidated Statements of Cash Flows for the Years Ended
                    January 31, 2000, 1999 and 1998--page 27.

                    Notes to Consolidated Financial Statements--pages 28 to 36.

           (a)(2)   FINANCIAL STATEMENT SCHEDULES.

                    Schedule II, Valuation and Qualifying Accounts for the Year
           Ended January 31, 2000, is included in this Form 10-K at page 21,
           including Report of Independent Public Accountants.

                    All other 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 Form 10-K are listed in the Exhibit
           Index on pages 22 and 23 below. Copies of these exhibits are
           available upon request to RDO Equipment Co., Stockholder Relations,
           P. O. Box 7160, Fargo, North Dakota 58106-7160 or to
           invest@rdoequipment.com.

           (b)      REPORTS ON FORM 8-K.

                    None.


                                       19
<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 21, 2000
                                       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 21, 2000 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 executive
Ronald D. Offutt                       officer)

/s/ Thomas K. Espel                    Chief Financial Officer and Treasurer
-----------------------------------    (principal financial officer)
Thomas K. Espel

/s/ Mark A. Doda                       Senior Vice President and Controller
-----------------------------------    (principal accounting officer)
Mark A. Doda

/s/ Paul T. Horn                       President and Director
-----------------------------------
Paul T. Horn

/s/ Allan F. Knoll                     Secretary and Director
-----------------------------------
Allan F. Knoll

/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


                                       20
<PAGE>


                                   SCHEDULE II


                        VALUATION AND QUALIFYING ACCOUNTS
                       FOR THE YEAR ENDED JANUARY 31, 2000

<TABLE>
<CAPTION>
                                    Balance at         Additions                          Balance at
                                    Beginning      Charged to Costs                         End of
                                    of Period        and Expenses       Deductions(1)       Period
                                   -----------     ----------------     -------------     ----------
<S>                                 <C>                   <C>             <C>                 <C>
Accrued Liabilities:
   Restructuring Reserve........    $285,000              --              $285,000            --
</TABLE>


-------------------------
(1)  Utilization of previously recorded balances.




              REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE


To RDO Equipment Co:


We have audited, in accordance with auditing standards generally accepted in the
United States, the financial statements included in RDO Equipment Co. and
Subsidiaries' Annual Report on Shareholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated March 10, 2000. Our audit
was made for the purpose of forming an opinion on those statements taken as a
whole. The schedule listed in Item 14(a)(2) is the responsibility of the
Company's management, is presented for purposes of complying with Securities and
Exchange Commission's rules and is not part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

                                       ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
  March 10, 2000


                                       21
<PAGE>


              EXHIBIT INDEX FOR FISCAL YEAR ENDED JANUARY 31, 2000

<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       Incorporated by reference to Exhibit 4.2 to the
            Stock Certificate                                   Company's Registration Statement on Form S-1
                                                                (File No. 333-13267).

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

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

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

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

10.4        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).

10.5        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).

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

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

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


                                       22
<PAGE>


<TABLE>
<S>         <C>                                                 <C>
10.9        RDO Equipment Co. 1996 Stock Incentive Plan,        Incorporated by reference to Exhibit 10.8 to the
            including forms of option agreements*               Company's Annual Report on Form 10-K for the
                                                                fiscal year ended January 31, 1997.

10.10       Form of Agreement re: Confidentiality, Assignment   Incorporated by reference to Exhibit 10.15 to the
            of Inventions and Non-Competition*                  Company's Annual Report on Form 10-K for the
                                                                fiscal year ended January 31, 1997.

10.11       Form of Indemnification Agreement*                  Incorporated by reference to Exhibit 10.9 to the
                                                                Company's Registration Statement on Form S-1
                                                                (File No. 333-13267).

10.12       Credit Agreement between RDO Equipment Co. and      Incorporated by reference to Exhibit 10.1 to the
            Ag Capital Company                                  Company's Quarterly Report on Form 10-Q for the
                                                                fiscal quarter ended April 30, 1999.

10.13       Credit Agreement between RDO Material Handling      Incorporated by reference to Exhibit 10.2 to the
            Co. and Ag Capital Company                          Company's Quarterly Report on Form 10-Q for the
                                                                fiscal quarter ended July 31, 1999.

10.14       Credit Agreement between RDO Financial Services     Incorporated by reference to Exhibit 10.1 to the
            Co. and Norwest Bank North Dakota, N.A. and Ag      Company's Quarterly Report on Form 10-Q for the
            Capital Company                                     fiscal quarter ended July 31, 1999.

10.15       Promissory Note between RDO Financial Services      Incorporated by reference to Exhibit 10.2 to the
            Co. and Ag Capital Company                          Company's Quarterly Report on Form 10-Q for the
                                                                fiscal quarter ended July 31, 1999.

10.16       Indemnification Agreement between RDO Equipment     Filed herewith.
            Co. and Deere & Company

10.17       Form of Deere Construction Equipment Dealer         Filed herewith.
            Agreement for Special Products

10.18       Modifications of Credit Agreement between RDO       Filed herewith.
            Financial Services Co. and Norwest Bank North
            Dakota, N.A. and Ag Capital Company

13.1        Excerpts from Annual Report                         Filed herewith.

21.1        Subsidiaries                                        Filed herewith.

23.1        Consent of Independent Public Accountants           Filed herewith.

27.1        Financial Data Schedule                             Filed herewith.
</TABLE>

--------------------------------
*    Management contract or compensatory plan or arrangement filed as an exhibit
     pursuant to Item 14(c) of Form 10-K.


                                       23