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


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2001

                                       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



       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 ___.

       The number of shares outstanding of the registrant as of November 30,
2001:

           Class A Common Stock                        5,716,408
           Class B Common Stock                        7,450,492
                                                      ----------
           Total                                      13,166,900
                                                      ==========


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


                                       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 Item 2 under the subsection entitled "Safe Harbor Statement"
are important factors (but not necessarily all important factors) that could
cause the Company's actual future results to differ materially from those
expressed in any forward-looking statement made by or on behalf of the Company.
Words such as "may," "will," "expect," "believe," "anticipate," "estimate," or
"continue" or comparable terminology are intended to identify forward-looking
statements. Forward-looking statements, by their nature, involve substantial
risks and uncertainties.

                          PART I - FINANCIAL INFORMATON

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                RDO EQUIPMENT CO.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
---------------------------------------------------------------------------------------------------------
                                                    Three Months Ended              Nine Months Ended
                                                        October 31,                     October 31,
                                                -------------------------       -------------------------
                                                   2001            2000            2001            2000
                                                   ----            ----            ----            ----
<S>                                             <C>             <C>             <C>             <C>
Revenues
         Equipment and truck sales              $  90,252       $ 123,301       $ 304,067       $ 393,750
         Parts and service                         42,995          48,977         128,125         141,047
         Rental                                     1,617           2,586           5,230           6,381
         Financial services                           680           1,560           1,820           4,633
                                                ---------       ---------       ---------       ---------
                 Total revenues                   135,544         176,424         439,242         545,811
Cost of revenues                                  111,195         152,364         364,228         464,828
                                                ---------       ---------       ---------       ---------
Gross profit                                       24,349          24,060          75,014          80,983
Selling, general and
    administrative expenses                        23,135          28,146          69,563          79,739
                                                ---------       ---------       ---------       ---------
         Operating income                           1,214          (4,086)          5,451           1,244
Interest expense                                   (1,472)         (3,184)         (5,730)         (9,582)
Interest income                                       262             260             487             606
                                                ---------       ---------       ---------       ---------
         Income (loss) before income taxes
               and minority interest                    4          (7,010)            208          (7,732)
Income tax benefit (provision)                         (1)          2,853             (83)          3,147
                                                ---------       ---------       ---------       ---------
Income (loss) before minority interest                  3          (4,157)            125          (4,585)
Minority interest                                      --             (14)             --             (12)
                                                ---------       ---------       ---------       ---------

Net income (loss)                               $       3       $  (4,171)      $     125       $  (4,597)
                                                =========       =========       =========       =========

Net income (loss) per share -
         basic and diluted                      $      --       $   (0.32)      $    0.01       $   (0.35)
                                                =========       =========       =========       =========

Weighted average shares
         outstanding - basic and diluted           13,181          13,182          13,181          13,182
                                                =========       =========       =========       =========
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       2
<PAGE>


                                RDO EQUIPMENT CO.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      October 31,   January 31,
(IN THOUSANDS)(UNAUDITED)                                                    2001          2001
-----------------------------------------------------------------------------------------------
<S>                                                                    <C>           <C>
ASSETS

Current assets:
         Cash and cash equivalents                                     $      830    $    7,635
         Accounts receivable (less allowance for doubtful accounts)        40,232        41,612
         Income tax receivable                                                 --         8,143
         Receivables from affiliates                                           82           114
         Inventories                                                      141,130       169,090
         Prepaid expenses                                                     717         1,499
         Assets held for sale                                               7,364        22,987
         Deferred income tax asset                                          6,790         7,000
                                                                       ----------    ----------
                 Total current assets                                     197,145       258,080

Property and equipment, net                                                14,445        18,716
Other assets:
         Goodwill and other, net of accumulated amortization               25,408        25,619
         Deferred income tax asset                                          2,260         2,400
         Deposits                                                           1,570         1,173
                                                                       ----------    ----------

                 Total assets                                          $  240,828    $  305,988
                                                                       ==========    ==========
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       3
<PAGE>


                                RDO EQUIPMENT CO.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              October 31,    January 31,
(IN THOUSANDS)(UNAUDITED)                                            2001           2001
----------------------------------------------------------------------------------------
<S>                                                            <C>            <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
         Floor plan payables                                   $  116,055     $  149,191
         Notes payable                                                 --         10,923
         Current maturities of long-term debt                       4,378          2,876
         Accounts payable                                           3,497          4,764
         Accrued liabilities                                       16,852         18,233
         Liabilities associated with assets held for sale           5,963         17,615
         Customer advance deposits                                  1,929          3,905
         Dividends payable                                             --            731
                                                               ----------     ----------
                 Total current liabilities                        148,674        208,238

Long-term debt, net of current maturities                           1,325          6,618
                                                               ----------     ----------
                 Total liabilities                                149,999        214,856
                                                               ----------     ----------

Commitments and contingencies
Minority interest                                                      --            419

Stockholders equity:
         Preferred stock                                               --             --
         Common stocks-
                 Class A                                               57             57
                 Class B                                               75             75
         Additional paid-in-capital                                84,471         84,471
         Retained earnings                                          6,235          6,110
         Treasury stock, at cost                                       (9)            --
                                                               ----------     ----------

                 Total stockholders' equity                        90,829         90,713
                                                               ----------     ----------

                 Total liabilities and stockholders' equity    $  240,828     $  305,988
                                                               ==========     ==========
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       4
<PAGE>


                                RDO EQUIPMENT CO.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                    Nine Months Ended October 31,
(IN THOUSANDS) (UNAUDITED)                                                                    2001           2000
------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>            <C>
Operating activities:
         Net income (loss)                                                              $      125     $   (4,597)
         Adjustments to reconcile net income (loss) to
           net cash provided by operating activities:
                 Depreciation and amortization                                               4,491          5,577
                 Deferred taxes                                                                350            510
                 Minority interest                                                              --             12
                 Change in operating assets and liabilities:
                        Accounts receivable                                                 11,855         (1,828)
                        Inventories                                                         33,838          9,539
                        Prepaid expenses                                                       818           (314)
                        Deposits                                                              (380)          (204)
                        Floor plan payables                                                (39,648)         1,749
                        Accounts payable and accrued liabilities                            (3,753)        (6,715)
                        Customer advance deposits                                           (3,277)          (333)
                                                                                        ----------     ----------

                                Net cash provided by operating activities                    4,419          3,396

Investing activities:
         Net (purchases) sales of rental equipment                                             585         (3,194)
         Net purchases of property and equipment                                              (572)        (2,000)
         Net assets of acquisitions                                                           (822)        (1,167)
         Net proceeds on sale of dealership                                                  3,248             --
         Other, net                                                                           (308)            47
                                                                                        ----------     ----------

                                Net cash provided by (used for) investing activities         2,131         (6,314)

Financing activities:
         Proceeds from issuance of long-term debt                                               --             89
         Payments on long-term debt                                                         (1,692)        (2,327)
         Purchase of common stock                                                               (9)            --
         Payment of dividends                                                                 (731)            --
         Net proceeds (payments) of bank lines and short-term notes payable                (10,923)         3,473
                                                                                        ----------     ----------

                                Net cash provided by (used for) financing activities       (13,355)         1,235
                                                                                        ----------     ----------

Decrease in cash                                                                            (6,805)        (1,683)

Cash and cash equivalents, beginning of period                                               7,635          4,207
                                                                                        ----------     ----------

Cash and cash equivalents, end of period                                                $      830     $    2,524
                                                                                        ==========     ==========

Supplemental disclosures:
         Cash payments for interest                                                     $    5,235     $    9,206
                                                                                        ==========     ==========
         Cash payments for income taxes                                                 $      130     $    4,657
                                                                                        ==========     ==========
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       5
<PAGE>


                                RDO EQUIPMENT CO.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. BASIS OF PREPARATION:

         The condensed consolidated financial statements for the three and nine
months ended October 31, 2001 and October 31, 2000 are unaudited and reflect all
adjustments (consisting only of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair presentation of the financial
position and operating results for the interim periods. The condensed
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto, contained in the Company's
Annual Report on Form 10-K for the fiscal year ended January 31, 2001. The
results of operations for the three and nine months ended October 31, 2001 are
not necessarily indicative of the results to be expected for the full year.

2. RESTRUCTURING CHARGES:

         During the first nine months of fiscal 2002, the Company continued the
execution of its plan established during the fourth quarter of fiscal 2001 to
restructure management and to divest itself of the majority of its heavy-duty
truck division. During the first nine months of fiscal 2002, the Company
eliminated the remaining ten management positions of the eleven identified in
the plan. Severance costs paid during the first nine months of fiscal 2002
totaled approximately $500,000 resulting in a remaining severance accrual of
approximately $200,000. Costs incurred related to lease and other obligations
totaled approximately $200,000 leaving an accrual of approximately $100,000 as
of the end of the third quarter.

         During the first nine months of fiscal 2002, the Company completed
transactions selling its truck center business located in Dallas, Forth Worth
and Waco, Texas with net proceeds of approximately $3.2 million. The Volvo
dealership operations were sold to Volvo Trucks North America, Inc., while the
GMC portion of the business was sold to Hayes Leasing Company, Inc.

         The financial effects of the sale of the Texas truck center business
during the first nine months of fiscal 2002 and the Company's current execution
of the plan were in line with the Company's expectations. No significant changes
were made to the original plan. During the third quarter of fiscal 2001, the
Company revised its severance and lease obligation cost estimates, though
resulting in no change to the total estimated costs. The estimated severance
costs were revised from approximately $800,000 to $700,000 and the estimated
lease and other obligation costs were revised from approximately $200,000 to
$300,000. These revisions more accurately reflect the total severance costs to
be paid, as well as additional costs and time required to terminate certain
lease obligations than the Company originally estimated.

3. BUSINESS COMBINATIONS:

         The Company's acquisitions have been accounted for using the purchase
method of accounting and, accordingly, the assets acquired and liabilities
assumed have been recorded at their estimated fair values as of the dates of
acquisition. The excess purchase price over the fair value of the assets
acquired and liabilities assumed has been recorded as goodwill which is
amortized over 30 years.

         During the first nine months of fiscal 2002, the Company purchased the
remaining 8% minority interest in Salinas Equipment Distributors, Inc. for a
total purchase price of approximately $822,000. In the same period of the prior
fiscal year, the Company had purchased the remaining 15% minority interest


                                       6
<PAGE>


in Hall GMC, Inc. and Hall Truck Center, Inc. for a total purchase price of
approximately $1.2 million. Proforma operating results for the period prior to
these acquisitions would not be significant.

4. INVENTORIES:

         All inventories are valued at the lower of cost or market. Cost is
determined using the first-in, first-out method for new equipment, trucks and
parts inventory. The specific identification method is used to determine cost
for used equipment and trucks.

         Inventories consisted of the following at (in thousands):

                                                 October 31,       January 31,
                                                        2001              2001
                                                        ----              ----

New equipment & trucks                            $   87,484        $  112,190
Used equipment & trucks                               30,037            33,090
Parts and other                                       23,609            23,810
                                                  ----------        ----------
                                                  $  141,130        $  169,090
                                                  ==========        ==========

5. FLOOR PLAN PAYABLES:

         Floor plan payables include both interest and noninterest-bearing
financing arrangements for inventory. The terms of certain arrangements may
include an interest-free term followed by a term during which interest is
charged. Floor plan payables consisted of the following at (in thousands):

                                                 October 31,       January 31,
                                                        2001              2001
                                                        ----              ----

Interest-bearing                                  $   82,385         $ 111,509
Noninterest-bearing                                   33,670            37,682
                                                  ----------       -----------
                                                  $  116,055         $ 149,191
                                                  ==========        ==========

6. EARNINGS (LOSS) PER SHARE:

         The following summarizes the computation of weighted average shares
outstanding and net income (loss) per share for the periods indicated (in
thousands, except per share data):

<TABLE>
<CAPTION>
                                       Three Months Ended       Three Months Ended
                                           October 31,              October 31,
                                      --------------------     --------------------
                                        2001        2000         2001        2000
                                        ----        ----         ----        ----
<S>                                   <C>         <C>          <C>         <C>
Net income (loss) available to
     common shareholders              $      3    $ (4,171)    $    125    $ (4,597)
                                      ========    ========     ========    ========
Weighted average number
     of shares outstanding - basic      13,181      13,182       13,181      13,182
Dilutive effect of stock
     options outstanding                    --          --           --          --
                                      --------    --------     --------    --------
Common and potential common
     shares outstanding - diluted       13,181      13,182       13,181      13,182
                                      ========    ========     ========    ========
Basic and dilutive
     net income (loss) per share      $     --    $  (0.32)    $   0.01    $  (0.35)
                                      ========    ========     ========    ========
</TABLE>


                                        7
<PAGE>


7. NEW ACCOUNTING PRONOUNCEMENTS

         On June 29, 2001, the Financial Accounting Standards Board (FASB)
approved for issuance Statement of Financial Accounting Standards (SFAS) 141,
Business Combinations, and SFAS 142, Goodwill and Intangible Assets. Major
provisions of these Statements are as follows: all business combinations
initiated after June 30, 2001 must use the purchase accounting method of
accounting; the pooling of interest method of accounting is prohibited except
for transactions initiated before July 1, 2001; intangible assets acquired in a
business combination must be recorded separately from goodwill if they arise
from contractual or other legal rights or are separable from the acquired entity
and can be sold, transferred, licensed, rented or exchanged, either individually
or as part of a related contract, asset or liability; goodwill and intangible
assets with indefinite lives are not amortized but tested for impairment
annually, except in certain circumstances, and whenever there is an impairment
indicator; all acquired goodwill must be assigned to reporting units for
purposes of impairment testing and segment reporting; effective February 1,
2002, goodwill will no longer be subject to amortization. Management is
currently reviewing the provision of these Statements and their impact on the
Company's results of operations.

8. SEGMENT INFORMATION:

         The Company's operations are classified into four business segments:
construction, agricultural, truck and financial services and corporate.
Construction operations include the sale, service and rental of construction and
material handling equipment to customers primarily in the construction,
manufacturing, warehousing and utility industries and to units of government.
Agricultural operations include the sale, service and rental of agricultural
equipment primarily to customers in the agricultural industry. Truck operations
include the sale and service of heavy-duty and medium-duty trucks to customers
primarily in the transportation and construction industries and to units of
government. The financial services operations primarily provide financing
arrangements to customers of the Company's other business segments, and these
operations are therefore combined with corporate activities.

         Identifiable assets are those used exclusively in the operations of
each business segment or which are allocated when used jointly. Corporate assets
are principally comprised of cash, certain property and equipment, and deferred
income taxes. Interest income and interest expense are included in revenues and
cost of revenues, respectively, for the financial services segment.


                                       8
<PAGE>


         The following tables show the Company's business segments and related
financial information for the three and nine months ended October 31, 2001 and
2000 (in thousands):

<TABLE>
<CAPTION>
                                                                                      Financial
                                                                                   Services and
Three Months Ended October 31,     Construction    Agricultural           Truck       Corporate           Total
---------------------------------------------------------------------------------------------------------------
<S>                                  <C>             <C>             <C>             <C>             <C>
2001:
   Revenues from
     external customers              $   72,588      $   42,739      $   19,537      $      680      $  135,544
   Interest income                            6             235              21              --             262
   Interest expense                         997             331             144              --           1,472
   Depreciation and
     amortization                           551             582             115             178           1,426
   Income (loss) before income
     taxes and minority interest         (1,480)          1,022             223             239               4
   Capital expenditures, net                 79            (282)             15            (144)           (332)

2000:
   Revenues from
      external customers             $   81,268      $   44,533      $   49,063      $    1,560      $  176,424
   Interest income                           45             165              50              --             260
   Interest expense                       1,691             492           1,001              --           3,184
   Depreciation and
     amortization                           683             742             308             274           2,007
   Income (loss) before income
     taxes and minority interest         (3,692)            718          (4,367)            331          (7,010)
   Capital expenditures, net                185            (252)             48             600             581

<CAPTION>
                                                                                      Financial
                                                                                   Services and
Nine Months Ended October 31,      Construction    Agricultural           Truck       Corporate           Total
---------------------------------------------------------------------------------------------------------------
<S>                                  <C>             <C>             <C>             <C>             <C>
2001:
   Revenues from
     external customers              $  234,596      $  135,772      $   67,054      $    1,820      $  439,242
   Interest income                           58             365              64              --             487
   Interest expense                       3,753           1,132             845              --           5,730
   Depreciation and
     amortization                         1,708           1,916             333             534           4,491
   Income (loss) before income
     taxes and minority interest         (2,735)          2,277              75             591             208
   Identifiable assets                  126,235          65,292          21,354          27,947         240,828
   Capital expenditures, net                (60)           (177)             74             150             (13)

2000:
   Revenues from
     external customers              $  251,310      $  139,082      $  150,786      $    4,633      $  545,811
   Interest income                            5             464             137              --             606
   Interest expense                       4,755           1,692           3,135              --           9,582
   Depreciation and
     amortization                         1,927           2,015             914             721           5,577
   Income (loss) before income
     taxes and minority interest         (3,463)          2,695          (8,081)          1,117          (7,732)
   Identifiable assets                  166,998          69,211          74,298          26,308         336,815
   Capital expenditures, net              1,278           1,884              72           1,960           5,194
</TABLE>


                                       9
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         During the first nine months of fiscal 2002, the Company purchased the
remaining 8% minority interest in Salinas Equipment Distributors, Inc. for a
total purchase price of approximately $822,000.

         The Company completed transactions selling its truck center business
located in Dallas, Forth Worth and Waco, Texas during the first nine months of
fiscal 2002. The net proceeds of the sale were approximately $3.2 million. The
Volvo dealership operations were sold to Volvo Trucks North America, Inc., while
the GMC portion of the business was sold to Hayes Leasing Company, Inc. The
financial effects of the sale of the Texas truck center business were in line
with the Company's earlier expectations in the fourth quarter of fiscal 2001.

         Also during the first nine months of fiscal 2002, the Company closed
its Material Handling locations in Grand Island and Lincoln, Nebraska, and North
Sioux City, South Dakota. These territories are being serviced from the
remaining locations in Eagan, Minnesota and Omaha, Nebraska. Minor costs related
to this decision are reflected in the operating results for the nine months
ending October 31, 2001.

         During the first nine months of fiscal 2002, the Company continued the
execution of its plan established during the fourth quarter of fiscal 2001 to
restructure management and to divest itself of the majority of its heavy-duty
truck division. During the first nine months of fiscal 2002, the Company
eliminated the remaining ten management positions of the eleven identified in
the plan. Severance costs paid during the first nine months of fiscal 2002
totaled approximately $500,000 resulting in a remaining severance accrual of
approximately $200,000. Costs incurred related to lease and other obligations
totaled approximately $200,000 leaving an accrual of approximately $100,000 as
of the end of the third quarter. No significant changes were made to the
original plan. During the third quarter of fiscal 2001, the Company revised its
severance and lease obligation cost estimates, though resulting in no change to
the total estimated costs. The estimated severance costs were revised from
approximately $800,000 to $700,000 and the estimated lease and other obligation
costs were revised from approximately $200,000 to $300,000. These revisions more
accurately reflect the total severance costs to be paid, as well as additional
costs and time required to terminate certain lease obligations than the Company
originally estimated.


                                       10
<PAGE>


RESULTS OF OPERATIONS

         The following table sets forth, for the periods indicated, certain
financial data:

<TABLE>
<CAPTION>
                                            Three Months Ended October 31,    Nine Months Ended October 31,
                                            ------------------------------    -----------------------------
                                                  2001         2000                 2001         2000
                                                  ----         ----                 ----         ----
<S>                                             <C>          <C>                  <C>          <C>
REVENUE DATA (IN MILLIONS):
Total revenues                                  $ 135.5      $ 176.4              $ 439.2      $ 545.8
     Construction                                  53.6%        46.1%                53.4%        46.0%
     Agricultural                                  31.5%        25.2%                30.9%        25.5%
     Truck                                         14.4%        27.8%                15.3%        27.6%
     Financial services                             0.5%         0.9%                 0.4%         0.9%

Construction revenues                           $  72.6      $  81.3              $ 234.6      $ 251.3
     Equipment sales                               66.8%        67.4%                68.8%        69.6%
     Parts and service                             32.6%        31.3%                30.5%        29.3%
     Rental                                         0.6%         1.3%                 0.7%         1.1%

Agricultural revenues                           $  42.7      $  44.5              $ 135.8      $ 139.1
     Equipment sales                               64.2%        68.0%                69.5%        71.7%
     Parts and service                             33.1%        28.6%                27.9%        25.7%
     Rental                                         2.7%         3.4%                 2.6%         2.6%

Truck revenues                                  $  19.5      $  49.1               $ 67.0     $  150.8
     Truck sales                                   73.5%        78.0%                72.2%        79.0%
     Parts and service                             26.5%        22.0%                27.8%        21.0%

STATEMENT OF OPERATIONS DATA (AS A PERCENTAGE OF TOTAL REVENUES):
Revenues
     Equipment and truck sales                     66.6%        69.9%                69.2%        72.1%
     Parts and service                             31.7         27.7                 29.2         25.8
     Rental                                         1.2          1.5                  1.2          1.2
     Financial services                             0.5          0.9                  0.4          0.9
                                                -------      -------              -------      -------
Total revenues                                    100.0        100.0                100.0        100.0

Gross profit                                       18.0%        13.6%                17.1%        14.8%
Selling, general and
     administrative expenses                       17.1         16.0                 15.8         14.6
                                                -------      -------              -------      -------
Operating income (loss)                             0.9         (2.4)                 1.3          0.2
Interest expense, net                               0.9          1.7                  1.3          1.6
Provision for (benefit from) taxes                   --         (1.7)                  --         (0.6)
                                                -------      -------              -------      -------
Net income (loss)                                    --%        (2.4)%                 --%        (0.8)%
                                                =======      =======              =======      =======
</TABLE>


                                       11
<PAGE>


THREE MONTHS ENDED OCTOBER 31, 2001 COMPARED TO THREE MONTHS ENDED OCTOBER 31,
2000

REVENUES

         Total revenues decreased approximately $40.9 million, or 23.2%, from
$176.4 million for the third quarter of fiscal 2001 to $135.5 million for the
third quarter of fiscal 2002. Construction revenues decreased approximately $8.7
million, or 10.7%, to $72.6 million, reflecting the general slowdown in
equipment purchasing by construction contractors, especially in the Company's
southern regions. Agricultural revenues decreased approximately $1.8 million, or
4.0%, to $42.7 million in the third quarter of fiscal 2002, reflecting the
challenging farm economy. Revenues in the truck segment decreased approximately
$29.6 million, or 60.3%, with revenues decreasing to $19.5 million. Truck
revenues decreased approximately $20.8 million due to the sales of the
Roseville, MN truck dealership in January 2001 and the Texas truck dealerships
in May 2001. The remaining decline is attributable to the depressed market
demand for trucks. Financial services revenues also decreased to approximately
$700,000, a decrease of 53.3%. Lower loan and lease originations due to lower
construction and truck revenues contributed to the change, as well as
competition from low rate financing programs from manufacturers.

         Equipment and truck sales decreased approximately $33.1 million, or
26.9%, from $123.3 million for the third quarter of fiscal 2001 to $90.2 million
for the third quarter of fiscal 2002. Construction equipment sales decreased
approximately $6.2 million, or 11.3% to $48.5 million. Agricultural equipment
sales decreased approximately $2.9 million, or 9.6%, to $27.4 million. Truck
sales decreased approximately $24.0 million, or 62.7%, to $14.3 million. Truck
sales decreased approximately $15.4 million due to the truck dealership sales.

         Parts and service revenues decreased approximately $6.0 million, or
12.2%, from $49.0 million for the third quarter of fiscal 2001 to $43.0 million
for the third quarter of fiscal 2002. Construction parts and service revenues
decreased approximately $1.8 million, or 7.1%, to $23.7 million. Agricultural
parts and service revenues increased approximately $1.4 million, or 11.0%, from
$12.7 million to $14.1 million. Parts and service revenues from truck operations
decreased approximately $5.6 million, or 51.9%, to $5.2 million. This decrease
was primarily due to the truck dealership sales.

         Rental revenues were $1.6 million in the third quarter of fiscal 2002
compared to $2.6 million for the third quarter of fiscal 2001, a decrease of
$1.0 million, or 38.5%. The decrease was primarily in construction operations.

GROSS PROFIT

         Gross profit for the third quarter of fiscal 2002 was $24.3 million, or
18.0% of total revenues, compared to $24.1 million, or 13.6% of total revenues,
for the third quarter of fiscal 2001. The Company has experienced an increase in
gross profit as a percentage of total revenues due to increased parts and
service and rental revenues as a percentage of the Company's total revenues. The
Company's gross margins are generally higher from its parts and service, rental
and financial services revenues as compared to gross margins from equipment and
truck sales. The Company's divestiture of significant truck dealerships has
contributed to the increase in gross profit as a percentage of revenues.
Revenues from construction, agricultural and financial services operations
generally provide the Company with higher gross margins than do truck
operations.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling, general and administrative (SG&A) expenses as a percent of
total revenues for the third quarter of fiscal 2002 and 2001 were 17.1% and
16.0%, respectively. Total SG&A expenses decreased


                                       12
<PAGE>


approximately $5.0 million, from $28.1 million for the third quarter of fiscal
2001 to $23.1 million for the third quarter of fiscal 2002. SG&A expenses are
affected by the contribution of revenues by business segment and by the mix of
revenues within each business segment. As a percentage of revenues, SG&A
expenses are generally higher for construction and financial services operations
than for agricultural and truck operations, and lower for equipment and truck
sales than for parts and service and rental revenues. A primary contributing
factor to the decrease in SG&A expenses was the truck dealership sales. Also,
SG&A expenses have not declined proportionately with the revenue reductions the
Company has experienced.

NET INTEREST EXPENSE

         Net interest expense as a percentage of total revenues decreased from
1.7% for the third quarter of fiscal 2001 to 0.9% for the third quarter of
fiscal 2002. Net interest expense decreased approximately $1.7 million, or
58.6%, from $2.9 million for the third quarter of fiscal 2001 to $1.2 million
for the third quarter of fiscal 2002. Lower levels of interest-bearing floor
plan payables and reductions in interest rates as well as the truck dealership
sales were the contributing factors to the decrease in interest expense.

INCOME TAXES

         The estimated benefit from (provision for) income taxes as a percentage
of pretax income for the third quarter of fiscal 2002 and 2001 was 40.0% and
40.7%, respectively.

NET INCOME

         The Company reported net income of $3,000, or essentially breakeven on
a per share basis, for the third quarter of fiscal 2002, compared to a net loss
of $(4.2) million, or $(0.32) per share, for the third quarter of fiscal 2001.

NINE MONTHS ENDED OCTOBER 31, 2001 COMPARED TO NINE MONTHS ENDED OCTOBER 31,
2000

REVENUES

         Total revenues decreased approximately $106.6 million, or 19.5%, from
$545.8 million for the first nine months of fiscal 2001 to $439.2 million for
the same period of fiscal 2002. Construction revenues decreased approximately
$16.7 million, or 6.7%, to $234.6 million, reflective of the general slowdown in
equipment purchasing by construction contractors in the Company's geographic
areas of responsibility, especially in the Company's southern regions.
Agricultural revenues decreased approximately $3.3 million, or 2.4%, to $135.8
million for the first nine months of fiscal 2002, continuing to reflect the
challenging farm economy. Truck revenues decreased approximately $83.8 million,
or 55.6%, to $67.0 million. $72.8 million of the decrease in truck revenues was
attributable to the sales of the Roseville, MN truck dealership in January 2001
and the Texas truck dealerships in May 2001. The remaining decline is
attributable to the depressed market demand for trucks. Financial services
revenues decreased approximately 60.9% to $1.8 million. Lower loan and lease
originations due to lower construction and truck revenues contributed to the
change, as well as competition from low rate financing programs offered by
manufacturers.

         Equipment and truck sales decreased approximately $89.7 million, or
22.8%, from $393.8 million for the first nine months of fiscal 2001 to $304.1
million for the first nine months of fiscal 2002. Construction equipment sales
decreased approximately $13.6 million, or 7.8%, to $161.3 million. Agricultural
equipment sales decreased approximately $5.3 million, or 5.3%, to $94.4 million.
Truck sales decreased approximately $70.8 million, or 59.4%, to $48.4 million.
Truck sales decreased approximately $57.4 million due to the truck dealership
sales.


                                       13
<PAGE>


         Parts and service revenues decreased approximately $12.9 million, or
9.2%, from $141.0 million for the first nine months of fiscal 2001 to $128.1
million for the first nine months of fiscal 2002. Construction parts and service
revenues decreased approximately $2.0 million, or 2.7%, to $71.6 million for the
first nine months of fiscal 2002. Agricultural parts and service revenues
increased approximately $2.1 million, or 5.9%, as sales increased from $35.8
million to $37.9 million. Parts and service revenues from truck operations
decreased approximately $13.0 million, or 41.1%, to $18.6 million. The decrease
in truck operations was largely due to the truck dealership sales.

         Rental revenues were $5.2 million for the first nine months of fiscal
2002 compared to $6.4 million for the first nine months of fiscal 2001, a
decrease of $1.2 million, or 18.8%. Construction operations showed a 39.3%
decrease in rental revenues and agricultural operations showed a decrease of
2.8%.

GROSS PROFIT

         Gross profit for the first nine months of fiscal 2002 was $75.0
million, or 17.1% of total revenues, compared to $81.0 million, or 14.8% of
total revenues, for the first nine months of fiscal 2001. The Company has
experienced an increase in gross profit as a percentage of total revenues due to
increased parts and service and rental revenues as a percentage of the Company's
total revenues. The Company's gross margins are generally higher from its parts
and service, rental and financial services revenues as compared to gross margins
from equipment and truck sales. The Company's divestiture of significant truck
dealerships has contributed to the increase in gross profit as a percentage of
revenues. Revenues from construction, agricultural and financial services
operations generally provide the Company with higher gross margins than do truck
operations.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling, general and administrative (SG&A) expenses as a percent of
total revenues for the first nine months of fiscal 2002 and 2001 were 15.8% and
14.6%, respectively. Total SG&A expenses decreased approximately $10.2 million,
from $79.7 million for the first nine months of fiscal 2001 to $69.6 million for
the first nine months of fiscal 2002. SG&A expenses are affected by the
contribution of revenues by business segment and by the mix of revenues within
each business segment. As a percentage of revenues, SG&A expenses are generally
higher for construction and financial services operations than for agricultural
and truck operations, and lower for equipment and truck sales than for parts and
service and rental revenues. A primary contributing factor to the decrease in
SG&A expenses was the truck dealership sales. The Company's efforts to
streamline the management structure have and will continue to cause a reduction
in the SG&A expenses. However, the Company is currently experiencing revenue
reductions that are out-pacing SG&A expense reductions efforts, thus SG&A
expenses as a percentage of revenues are rising.

NET INTEREST EXPENSE

         Net interest expense as a percentage of total revenues decreased from
1.6% for the first nine months of fiscal 2001 to 1.3% for the first nine months
of fiscal 2002. Net interest expense decreased approximately $3.7 million, or
41.6%, from $9.0 million for the first nine months of fiscal 2001 to $5.2
million for the first nine months of fiscal 2002. Lower levels of
interest-bearing floor plan payables and reductions in interest rates as well as
the truck dealership sales were the contributing factors to the decrease in
interest expense.


                                       14
<PAGE>


INCOME TAXES

         The estimated benefit from (provision for) income taxes as a percentage
of pretax income for the first nine months of fiscal 2002 and 2001 was 40.0% and
40.7%, respectively.

NET INCOME

         The Company reported net income of $125,000, or $0.01 per share, for
the first nine months of fiscal 2002, compared to a net loss of $(4.6) million,
or $(0.35) per share, for the first nine months of fiscal 2001.

NEW ACCOUNTING PRONOUNCEMENTS

         On June 29, 2001, the Financial Accounting Standards Board (FASB)
approved for issuance Statement of Financial Accounting Standards (SFAS) 141,
Business Combinations, and SFAS 142, Goodwill and Intangible Assets. Major
provisions of these Statements are as follows: all business combinations
initiated after June 30, 2001 must use the purchase accounting method of
accounting; the pooling of interest method of accounting is prohibited except
for transactions initiated before July 1, 2001; intangible assets acquired in a
business combination must be recorded separately from goodwill if they arise
from contractual or other legal rights or are separable from the acquired entity
and can be sold, transferred, licensed, rented or exchanged, either individually
or as part of a related contract, asset or liability; goodwill and intangible
assets with indefinite lives are not amortized but tested for impairment
annually, except in certain circumstances, and whenever there is an impairment
indicator; all acquired goodwill must be assigned to reporting units for
purposes of impairment testing and segment reporting; effective February 1,
2002, goodwill will no longer be subject to amortization. Management is
currently reviewing the provision of these Statements and their impact on the
Company's results of operations.

LIQUIDITY AND CAPITAL RESOURCES

         The Company requires cash primarily for financing its inventories of
equipment, trucks and replacement parts, rental equipment, receivables and
capital expenditures, including acquisitions and openings of additional retail
locations. Historically, the Company has met these liquidity requirements
primarily through cash flow generated from operating activities, floor plan
financing, and borrowings under credit agreements with Deere & Company (Deere),
Deere Credit Services, Inc. (Deere Credit), Ag Capital Company (Ag Capital),
Deutsche Financial Services Corporation (Deutsche Financial), Volvo Commercial
Finance LLC The Americas (Volvo Finance), General Motors Acceptance Corporation
(GMAC) and commercial banks.

         Deere and Deere Credit provide the primary source of financing for
equipment inventories, particularly for equipment supplied by Deere. The Deere
and Deere Credit floor plan financing provide extended terms and varying
interest-free periods, depending on the type of equipment, to enable dealers to
carry representative inventories of equipment and to encourage the purchase of
goods by dealers in advance of seasonal retail demand. Down payments are not
required and interest may not be charged for a substantial part of the period
for which inventories are financed. Occasionally, additional discounts may be
available in lieu of interest-free periods. Variable market rates of interest
based on the prime rate are charged on balances outstanding after any
interest-free periods, which are currently four to twelve months for
agricultural equipment and four to nine months for construction equipment. The
interest-free periods may be longer depending on special financing programs
offered from time-to-time. Deere and Deere Credit also provide financing to
dealers on used equipment accepted in trade and approved equipment from other
suppliers. During the current year, the Deere Credit financing program was
expanded to include certain receivables as collateral, thus transferring the
credit into a borrowing base facility. Volvo Finance and GMAC provide truck
floor plan financing with variable market rates of interest based on the prime
rate.


                                       15
<PAGE>


         The Company had unused credit commitments related to floor plan
financing and on- and off-balance sheet financing of rental equipment of
approximately $43.9 million at October 31, 2001. As of October 31, 2001, the
Company had outstanding floor plan payables of approximately $120.8 million, of
which $87.2 million was then interest-bearing. The collateral of equipment and
truck inventories along with eligible receivables would support $11.0 million of
additional borrowing at October 31, 2001. $4.8 million of the total
interest-bearing floor plan payables was included in liabilities associated with
assets held for sale on the Company's October 31, 2001 balance sheet. During the
first nine months of fiscal 2002 the average interest rate under
interest-bearing floor plan financing was approximately 7.61%, compared to 8.61%
for the same period of fiscal 2001.

         Currently, the Company has available a bank line of credit totaling
$1.9 million with a maturity date of July 31, 2002 and with a variable interest
rate based on the prime rate. The Company had approximately $1.9 million of
unused availability relating to this line of credit at October 31, 2001. The
average interest rates on the Company's lines of credit during the nine months
ended October 31, 2001 and 2000 were 6.82% and 9.01%, respectively.

         The Company believes it has sufficient credit availability from its
existing credit facilities and manufacturers. As various credit facilities
approach maturity, the Company believes it will be able to renew or extend these
facilities, or replace these facilities with other facilities. The Company
believes cash from operations, available cash and borrowing capacity will be
sufficient to fund its planned internal capital expenditures and other cash
needs for fiscal 2002. In addition, the Company does not anticipate any
significant cash payments for income taxes in the near future.

         The Company's financing agreements contain various restrictive
covenants which, among other matters, require the Company to maintain minimum
financial ratios, as defined, and place limits on certain activities. The
Company was in compliance with all covenants as of October 31, 2001.

         Cash provided by operating activities during the first nine months of
fiscal 2002 was $4.4 million, compared to $3.4 million for the first nine months
of fiscal 2001. Reduced levels of trade receivables and inventories, partially
offset by reduced levels of floor plan payables, were the primary contributing
factors to cash provided by operating activities during the first nine months of
fiscal 2002. The cash generated by operating activities during the first nine
months of fiscal 2001 primarily resulted from depreciation and amortization and
reduced inventory levels, partially offset by increases in trade receivables and
reduced levels of payables.

         Cash provided by investing activities during the first nine months of
fiscal 2002 was $2.1 million, which was primarily related to proceeds from the
sale of the Texas truck dealerships. Cash used for investing activities during
the first nine months of fiscal 2001 was $6.3 million, which was primarily
related to purchases of agricultural rental equipment, purchases of property and
equipment and the purchase of the remaining 15% minority interest in Hall GMC,
Inc. and Hall Truck Center, Inc.

         Cash used for financing activities during the first nine months of
fiscal 2002 was $13.4 million, for which the primary contributing factors were
payments of long-term debt and the Company's operating lines. Cash provided by
financing activities during the first nine months of fiscal 2001 was $1.2
million. The primary source of cash from financing activities was increases in
the Company's operating lines, partially offset by net payments of long-term
debt.

         During the third quarter, the Company's Board of Directors approved a
stock repurchase program that will allow the Company to repurchase up to ten
percent of the Company's outstanding Class A


                                       16
<PAGE>


common stock from time to time in both the open market and in privately
negotiated transactions. The Company has begun the execution of the repurchase
program and has repurchased 14,600 shares of the Class A common stock as of
November 30, 2001. The Company also expects to continue to repurchase shares in
the future as deemed appropriate.

CYCLICALITY

         Sales of equipment and trucks, particularly new units, historically
have been cyclical, fluctuating with general economic cycles. During economic
downturns, equipment and truck retailers tend to experience similar periods of
decline and recession as the general economy. The impact of an economic downturn
on retailers is generally less than the impact on manufacturers due to the sale
of parts and service by retailers to maintain used equipment and trucks. The
Company believes that its businesses are influenced by worldwide and local
economic conditions (see "Safe Harbor Statement" below) and that its geographic
and business diversification will generally reduce the overall impact of
economic cycles on the Company's operations.

SEASONALITY

         The Company's agricultural operations, particularly in the Midwest,
generally experience a higher volume of equipment sales in the second and third
fiscal quarters due to the crop-growing season. Typically, farmers purchase
equipment prior to planting or harvesting crops. Winter weather conditions in
the Midwest limit equipment purchases during the Company's first and fourth
fiscal quarters. This seasonal effect can be diminished during periods of
significant and sustained weakness in the agricultural economy during which
farmers generally purchase less equipment.

         The Company's construction operations generally experience a higher
volume of equipment sales in the second and third fiscal quarters due to
favorable weather patterns, particularly in the Midwest. The general slowdown in
construction activity at the end of the calendar year influences the fourth
fiscal quarter. Further, winter weather conditions in parts of the Southwest and
South Central also limit construction activity to some degree, typically
resulting in lower sales and rentals of construction equipment.

         If the Company acquires businesses in geographic areas other than where
it currently has operations, or disposes of certain businesses, it may be
affected more by the above mentioned or other seasonal and equipment buying
trends.

SAFE HARBOR STATEMENT

         This statement is made under the Private Securities Litigation Reform
Act of 1995. The future results of the Company, including results related to
forward-looking statements in this Report, involve a number of risks and
uncertainties. Important factors that will affect future results of the Company,
including factors that could cause actual results to differ materially from
those indicated by forward-looking statements, include, but may not be limited
to, those set forth under the caption "Certain Important Factors" in Item 1 of
the Company's Form 10-K dated April 30, 2001 and in other filings with the
Securities and Exchange Commission. These factors, which are subject to change,
include: general economic conditions worldwide and locally; global acts of
terrrorism; interest rates; housing starts; fuel prices; the many interrelated
factors that affect farmers' confidence, including farm cash income, farmer debt
levels, credit availability, worldwide demand for agricultural products, world
grain stocks, commodity prices, weather, animal and plant diseases, crop pests,
harvest yields, real estate values and government farm programs; legislation,
primarily legislation relating to agriculture, the environment, commerce,
transportation and government spending on infrastructure; climatic phenomena
such as La Nina and El Nino; pricing, product initiatives and other actions of
competitors in the various industries in


                                       17
<PAGE>


which the Company competes, including manufacturers and retailers; the levels of
new and used inventories in these industries; the Company's relationships with
its suppliers; production difficulties, including capacity and supply
constraints experienced by the Company's suppliers; practices by the Company's
suppliers; changes in governmental regulations; labor shortages; employee
relations; currency exchange rates; availability, sufficiency and cost of
insurance; financing arrangements relating to the Company's financial services
operations, including credit availability and customer credit risks; dependence
upon the Company's suppliers; termination rights and other provisions which the
Company's suppliers have under dealer and other agreements; risks associated
with growth, expansion and acquisitions; the positions of the Company's
suppliers and other manufacturers with respect to publicly-traded dealers,
dealer consolidation and specific acquisition opportunities; the Company's
acquisition strategies and the integration and successful operation of acquired
businesses; capital needs and capital market conditions; operating and financial
systems to manage rapidly growing operations; dependence upon key personnel;
accounting standards; technological difficulties, especially involving the
Company's suppliers and other third parties which could cause the Company to be
unable to process customer orders, deliver products or services, or perform
other essential functions; and other risks and uncertainties. The Company's
forward-looking statements are based upon assumptions relating to these factors.
These assumptions are sometimes based upon estimates, data, communications and
other information from suppliers, government agencies and other sources, which
are often revised. The Company makes no commitment to revise forward-looking
statements, or to disclose subsequent facts, events or circumstances that may
bear upon forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There has been no material change in the information set forth in Item 7A of the
Company's Annual Report on Form 10-K for the Fiscal year ended January 31, 2001.

                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

         (a) EXHIBITS.

                  Exhibits filed with this report are listed in the Exhibit
         Index on page 19.

         (b) REPORTS ON FORM 8-K.

                  During the third quarter ended October 31, 2001, the Company
         filed a Current Report on Form 8-K dated October 16, 2001 under Item 5
         relating to the press release dated October 16, 2001 regarding the
         approval of a stock repurchase program by the Company's Board of
         Directors, third quarter fiscal 2002 guidance, and streamlining of the
         Company's management structure.


                                       18
<PAGE>


                                   SIGNATURES

           Pursuant to the requirements 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.


                                        RDO EQUIPMENT CO.
                                        (Registrant)

Date: December 12, 2001                 By: /s/ Steven B. Dewald
                                            -----------------------------
                                            Steven B. Dewald
                                            Chief Financial Officer
                                            (principal financial officer)



                                  EXHIBIT INDEX

ITEM NO.      ITEM                                           PAGE OF THIS REPORT
--------      ----                                           -------------------

10.1     Third Addendum to Amended and Restated Loan Agreement
         between John Deere Construction and Forestry Equipment
         Company (f/k/a John Deere Construction Equipment
         Company), Deere Credit, Inc., and John Deere Company,
         A Division of Deere & Company and RDO Agriculture
         Equipment Co., RDO Equipment Co., RDO Financial
         Services Co., RDO Material Handling Co., RDO Truck
         Center Co., RDO Construction Equipment Co.                  20


                                       19