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


                                  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 APRIL 30, 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 May 31, 2001:

          Class A Common Stock                         5,731,008
          Class B Common Stock                         7,450,492
                                                      ----------
          Total                                       13,181,500


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                                       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>
                                                          Three Months Ended April 30,
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)           2001          2000
--------------------------------------------------------------------------------------
<S>                                                        <C>           <C>
Revenues
    Equipment and truck sales                              $ 110,964     $ 138,237
    Parts and service                                         41,510        44,634
    Rental                                                     1,691         1,526
    Financial services                                           518         1,538
                                                           ---------     ---------
         Total revenues                                      154,683       185,935
Cost of revenues                                             129,320       156,967
                                                           ---------     ---------
Gross profit                                                  25,363        28,968
Selling, general and administrative expenses                  23,769        24,693
                                                           ---------     ---------
         Operating income                                      1,594         4,275
Interest expense                                              (2,960)       (2,392)
Interest income                                                  205           162
                                                           ---------     ---------
         Income (loss) before income taxes
             and minority interest                              (593)        1,477
Income tax benefit (provision)                                   237          (601)
                                                           ---------     ---------
Income (loss) before minority interest                          (356)          876
Minority interest                                                 --            (5)
                                                           ---------     ---------

Net income (loss)                                          $    (356)    $     871
                                                           =========     =========

Net income (loss) per share - basic and diluted            $   (0.03)    $    0.07
                                                           =========     =========

Weighted average shares outstanding - basic and diluted       13,182        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>
                                                                     April 30,   January 31,
(IN THOUSANDS) (UNAUDITED)                                                2001          2001
--------------------------------------------------------------------------------------------
ASSETS
<S>                                                                   <C>           <C>
Current assets:
        Cash and cash equivalents                                      $  4,425     $  7,635
        Accounts receivable (less allowance for doubtful accounts)       45,153       41,612
        Income tax receivable                                             6,918        8,143
        Receivables from affiliates                                          79          114
        Inventories                                                     178,970      169,090
        Prepaid expenses                                                  1,167        1,499
        Assets held for sale                                             19,063       22,987
        Deferred income tax asset                                         6,580        7,000
                                                                       --------     --------
              Total current assets                                      262,355      258,080

Property and equipment, net                                              16,908       18,716
Other assets:
        Goodwill and other, net of accumulated amortization              25,774       25,619
        Deferred income tax asset                                         2,330        2,400
        Deposits                                                          1,303        1,173
                                                                       --------     --------

              Total assets                                             $308,670     $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

                                                         April 30,   January 31,
(IN THOUSANDS) (UNAUDITED)                                    2001        2001
--------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
       Floor plan payables                                  $162,141    $149,191
       Notes payable                                          11,023      10,923
       Current maturities of long-term debt                    3,165       2,876
       Accounts payable                                        4,635       4,764
       Accrued liabilities                                    16,521      18,233
       Liabilities associated with assets held for sale       14,631      17,615
       Customer advance deposits                               1,749       3,905
       Dividends payable                                         731         731
                                                            --------    --------
              Total current liabilities                      214,596     208,238

Long-term debt, net of current maturities                      3,717       6,618
                                                            --------    --------
              Total liabilities                              218,313     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                                       5,754       6,110
                                                            --------    --------

              Total stockholders' equity                      90,357      90,713
                                                            --------    --------

              Total liabilities and stockholders' equity    $308,670    $305,988
                                                            ========    ========


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>
                                                                               Three Months Ended April 30,
(IN THOUSANDS) (UNAUDITED)                                                           2001         2000
-----------------------------------------------------------------------------------------------------------
<S>                                                                               <C>          <C>
Operating activities:
        Net income (loss)                                                         $   (356)    $    871
        Adjustments to reconcile net income (loss) to net cash
          provided by (used for) operating activities:
              Depreciation and amortization                                          1,490        1,704
              Deferred taxes                                                           490         (350)
              Minority interest                                                         --            5
              Change in operating assets and liabilities:
                    Accounts receivable                                             (5,630)      (9,551)
                    Inventories                                                     (2,353)     (22,258)
                    Prepaid expenses                                                   362         (144)
                    Deposits                                                          (116)         (12)
                    Floor plan payables                                              9,059       29,321
                    Accounts payable and accrued liabilities                        (1,834)         835
                    Customer advance deposits                                       (3,452)         626
                                                                                  --------     --------

                          Net cash provided by (used for) operating activities      (2,340)       1,047
                                                                                  --------     --------
Investing activities:
        Net (purchases) sales of rental equipment                                      347       (1,658)
        Net (purchases) sales of property and equipment                               (246)      (1,204)
        Net assets of acquisitions                                                    (822)      (1,167)
        Other, net                                                                     254           19
                                                                                  --------     --------

                          Net cash used for investing activities                      (467)      (4,010)
                                                                                  --------     --------
Financing activities:
        Payments on long-term debt                                                    (503)      (1,051)
        Net proceeds (payments) of bank lines and short-term notes payable             100         (155)
                                                                                  --------     --------

                          Net cash used for financing activities                      (403)      (1,206)
                                                                                  --------     --------

Decrease in cash                                                                    (3,210)      (4,169)

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

Cash and cash equivalents, end of period                                          $  4,425     $     38
                                                                                  ========     ========

Supplemental disclosures:
       Cash payments for interest                                                 $  1,397     $  2,757
                                                                                  ========     ========
       Cash payments for income taxes                                             $     37     $  3,620
                                                                                  ========     ========
</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 months
ended April 30, 2001 and April 30, 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 months ended April 30, 2001 are not
necessarily indicative of the results to be expected for the full year.

2. RESTRUCTURING CHARGES

         During the first quarter 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 quarter, the Company eliminated an additional six
management positions of the eleven identified in the plan. This brings the total
positions eliminated under the plan to seven as of the end of the quarter.
Severance costs paid during the quarter totaled approximately $200,000 providing
a remaining severance accrual of approximately $600,000. Costs incurred related
to lease and other obligations totaled approximately $50,000 leaving an accrual
of approximately $150,000 as of the end of the quarter.

         Subsequent to April 30, 2001, the Company completed transactions
selling its truck center business located in Dallas, Forth Worth and Waco,
Texas. 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
subsequent to quarter end 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 or the original estimates made during the fourth quarter of fiscal
2001.

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 quarter 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 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.


                                       6
<PAGE>


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):

                                                        April 30,    January 31,
                                                          2001          2001
                                                          ----          ----

New equipment & trucks                                  $ 116,157     $ 112,190
Used equipment & trucks                                    37,185        33,090
Parts and other                                            25,628        23,810
                                                       ----------    ----------
                                                        $ 178,970     $ 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):

                                                         April 30,   January 31,
                                                           2001          2001
                                                           ----          ----

Interest-bearing                                         $ 104,039     $ 111,509
Noninterest-bearing                                         58,102        37,682
                                                        ----------   -----------
                                                         $ 162,141     $ 149,191
                                                        ==========    ==========

6. EARNINGS PER SHARE:

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

                                                    Three Months Ended April 30,
                                                    ----------------------------
                                                             2001     2000
                                                             ----     ----

Net income (loss) available to common shareholders        $  (356) $   871
                                                          =======  =======

Weighted average number of shares outstanding-basic        13,182   13,182
Dilutive effect of option plan                                 --       --
                                                          -------  -------
Common and potential common shares outstanding-diluted     13,182   13,182
                                                          =======  =======

Basic and dilutive net income (loss) per share            $ (0.03) $  0.07
                                                          =======  =======


                                       7
<PAGE>


7. 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.

         The following table shows the Company's business segments and related
financial information for the three months ended April 30, 2001 and 2000 (in
thousands):
<TABLE>
                                                                                 Financial
                                                                              Services and
                                   Construction    Agricultural     Truck        Corporate         Total
---------------------------------------------------------------------------------------------------------
<S>                                  <C>            <C>           <C>            <C>            <C>
2001:
   Revenues from
      external customers             $  77,441      $  48,425     $  28,299      $     518      $ 154,683
   Interest income                          49            117            39             --            205
   Interest expense                      1,464            391           537             --          2,392
   Depreciation and
     amortization                          600            616           105            169          1,490
   Income (loss) before income
     taxes and minority interest        (1,064)           432          (140)           179           (593)
   Identifiable assets                 159,393         77,675        36,877         34,725        308,670
   Capital expenditures                     50            217           (51)          (317)          (101)

2000:
   Revenues from
      external customers             $  84,827      $  45,205     $  54,365      $   1,538      $ 185,935
   Interest income                         (32)           133            61             --            162
   Interest expense                      1,314            581         1,065             --          2,960
   Depreciation and
     amortization                          598            579           304            223          1,704
   Income (loss) before income
     taxes and minority interest           674          1,131          (781)           453          1,477
   Identifiable assets                 179,180         79,400        86,409         32,582        377,571
   Capital expenditures                    550          1,313           121            878          2,862
</TABLE>


                                       8
<PAGE>


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

         During the first quarter 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.

         During the first quarter 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 quarter, the Company eliminated an additional six
management positions of the eleven identified in the plan. This brings the total
positions eliminated under the plan to seven as of the end of the quarter.
Severance costs paid during the quarter totaled approximately $200,000 providing
a remaining severance accrual of approximately $600,000. Costs incurred related
to lease and other obligations totaled approximately $50,000 leaving an accrual
of approximately $150,000 as of the end of the quarter. The Company's current
execution of the plan was in line with the Company's expectations. No
significant changes were made to the original plan or the original estimates
made during the fourth quarter of fiscal 2001.

         Subsequent to April 30, 2001, the Company completed transactions
selling its truck center business located in Dallas, Forth Worth and Waco,
Texas. 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 subsequent to April 30, 2001, the Company closed its Material
Handling locations in Grand Island and Lincoln, Nebraska, and North Sioux City,
South Dakota. These territories will be serviced from the remaining locations in
Eagan, Minnesota and Omaha, Nebraska. Minor costs related to this decision will
be reflected in operating results for the quarter ending July 31, 2001.


                                       9
<PAGE>


RESULTS OF OPERATIONS

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

                                                    Three Months Ended April 30,
                                                    ----------------------------
                                                         2001          2000
                                                         ----          ----
REVENUE DATA (IN MILLIONS):
Total revenues                                          $154.7        $185.9
     Construction                                         50.1%         45.6%
     Agricultural                                         31.3%         24.3%
     Truck                                                18.3%         29.3%
     Financial services                                    0.3%          0.8%

Construction revenues                                   $ 77.5        $ 84.8
     Equipment sales                                      70.1%         71.8%
     Parts and service                                    29.1%         27.3%
     Rental                                                0.8%          0.9%

Agricultural revenues                                   $ 48.4        $ 45.2
     Equipment sales                                      75.0%         73.5%
     Parts and service                                    22.8%         24.8%
     Rental                                                2.2%          1.7%

Truck revenues                                          $ 28.3        $ 54.4
     Truck sales                                          71.9%         81.1%
     Parts and service                                    28.1%         18.9%




STATEMENT OF OPERATIONS DATA (AS A PERCENTAGE OF TOTAL REVENUES):
Revenues
     Equipment and truck sales                            71.8%         74.4%
     Parts and service                                    26.8          24.0
     Rental                                                1.1           0.8
     Financial services                                    0.3           0.8
                                                        ------        ------
Total revenues                                           100.0%        100.0%

Gross profit                                              16.4%         15.6%
Selling, general and administrative expenses              15.4          13.3
                                                        ------        ------
Operating income                                           1.0           2.3
Interest expense, net                                      1.4           1.5
Provision for (benefit from) taxes                        (0.2)          0.3
                                                        ------        ------
Net income (loss)                                         (0.2)%         0.5%
                                                        ======        ======


                                       10
<PAGE>


THREE MONTHS ENDED APRIL 30, 2001 COMPARED TO THREE MONTHS ENDED APRIL 30, 2000

REVENUES

         Total revenues decreased approximately $31.2 million, or 16.8%, from
$185.9 million for the first three months of fiscal 2001 to $154.7 million for
the same period of fiscal 2002. Agricultural revenues increased approximately
$3.2 million, or 7.1%, with revenues increasing from $45.2 million to $48.4
million. Construction revenues decreased approximately $7.3 million, or 8.6%, to
$77.5 million due to continuing competitive pressures and declining unit market
potential, especially in the Company's southern regions. Revenues in the truck
segment decreased approximately $26.1 million, or 48.0%, with revenues
decreasing to $28.3 million. Truck revenues decreased approximately $10.5
million due to the sale of the Roseville truck dealership in January 2001. The
remaining decline is attributable to the depressed market demand for trucks.
Financial services revenues also decreased to approximately $500,000, a decrease
of 66.7%. 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 $27.2 million, or
19.7%, from $138.2 million for the first three months of fiscal 2001 to $111.0
million for the first three months of fiscal 2002. Agricultural sales increased
approximately $3.1 million, or 9.3%, from $33.2 million to $36.3 million.
Construction sales decreased approximately $6.6 million, or 10.8% to $54.3
million. Truck sales decreased approximately $23.7 million, or 53.7%, to $20.4
million. Truck sales decreased approximately $8.1 million due to the sale of the
Roseville truck dealership in January 2001.

         Parts and service revenues decreased approximately $3.2 million, or
7.2%, from $44.7 million for the first three months of fiscal 2001 to $41.5
million for the first three months of fiscal 2002. Construction operations
accounted for approximately $600,000 of the decrease, with parts and service
revenues declining 2.6% to $22.6 million. Approximately $200,000 of the decrease
came from agricultural operations, as revenues decreased 1.8% to $11.0 million.
Truck operations accounted for approximately $2.4 million of the decrease as
revenues decreased 23.3% to $7.9 million. The decrease in truck operations was
due to the sale of the Roseville truck dealership in January 2001.


                                       11
<PAGE>


         Rental revenues were $1.7 million in the first quarter of fiscal 2002
compared to $1.5 million for the first quarter of fiscal 2001, an increase of
$200,000, or 13.3%. This increase came from agricultural operations.

GROSS PROFIT

         Gross profit for the first quarter of fiscal 2002 was $25.4 million, or
16.4% of total revenues, compared to $29.0 million, or 15.6% of total revenues,
for the first quarter of fiscal 2001, a decrease of $3.6 million, or 12.4%.
Gross profit is affected by the contribution of revenues by business segment, by
the mix of revenues within each business segment and by competition. Revenues
from construction and financial services operations generally provide the
Company with higher gross margins than do agricultural and truck operations. The
Company's highest gross margins are generally derived from its parts and
service, rental and financial services revenues. The increase in gross profit as
a percentage of total revenues is related to construction and agricultural
operations providing a higher percentage of the Company's total revenues. In
addition, parts and service and rental revenues provided a higher percentage of
the Company's total revenues.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling, general and administrative (SG&A) expenses as a percent of
total revenues for the first three months of fiscal 2002 were 15.4% compared to
13.3% for the first three months of fiscal 2001. Total selling, general and
administrative expenses decreased approximately $900,000, from $24.7 million for
the first three months of fiscal 2001 to $23.8 million for the first three
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 sale of the Roseville truck location at the end of January
2001.

NET INTEREST EXPENSE

         Net interest expense decreased approximately $600,000, or 21.4%, from
$2.8 million for the first three months of fiscal 2001 to $2.2 million for the
first three months of fiscal 2002. Net interest expense as a percent of total
revenues declined from 1.5% for fiscal 2001 compared to 1.4% for fiscal 2002.
Lower levels of interest-bearing floorplan payables and long-term debt and the
sale of the Roseville truck location in January 2001 were the primary
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 first three months of fiscal 2002 and 2001 was 40.0%
and 40.7%, respectively.

NET INCOME

         The Company reported a net loss of $(356,000), or $(.03) per share, for
the first three months of fiscal 2002, compared to net income of $871,000, or
$.07 per share, for the first three months of fiscal 2001.


                                       12
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

         The Company requires cash primarily for financing its inventories of
equipment, trucks and replacement parts, rental equipment 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, Deere Credit, Ag
Capital, Deutsche Financial, Volvo Finance, GMAC and commercial banks.

         Floor plan financing from Deere and Deere Credit 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 Volvo Finance and GMAC. On- and off-balance sheet financing of
rental equipment is primarily provided by Deutsche Financial and Deere Credit.
Most lenders receive a security interest in the inventory financed.

         Deere and Deere Credit offer floor plan financing to Deere dealers for
extended periods and with 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. Deere Credit provides equipment floor plan
financing with variable market rates of interest based on the prime rate. Volvo
Finance and GMAC provide truck floor plan financing with variable market rates
of interest based on the prime rate.

         The Company has available bank lines of credit totaling $18.5 million
with varying maturity dates through July 1, 2001 and with variable interest
rates based on LIBOR and the prime rate. The Company had approximately $7.5
million of unused availability relating to these lines of credit at April 30,
2001. The average interest rates on the Company's lines of credit during the
three months ended April 30, 2001 and 2000 were 8.22% and 8.62%, respectively.

         In addition to floor plan financing supplied by manufacturers, the
Company had unused credit commitments related to floor plan financing and on-
and off-balance sheet financing of rental equipment of approximately $32.9
million at April 30, 2001. As of April 30, 2001 the Company had outstanding
floor plan payables of approximately $171.9 million, of which $113.8 million was
then interest-bearing. $9.8 million of the total interest-bearing floor plan
payables was included in liabilities associated with assets held for sale on the
Company's April 30, 2001 balance sheet. During the first three months of fiscal
2002 the average interest rate under interest-bearing floor plan financing was
approximately 8.47%, compared to 8.12% for the same period of fiscal 2001.
Higher interest rates on certain extended facilities and the timing of using
certain facilities resulted in a higher average interest rate.

         Although the Company's credit availability is lower than past levels,
the Company believes it has sufficient credit availability from its
manufacturers. In addition to interest-free periods with manufacturers, the
Company also uses interest-bearing floor plan financing. In assessing its
liquidity and financing needs, the amounts and length of time used may vary. 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. As various credit facilities approach maturity, the


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<PAGE>


Company believes it will be able to renew or extend these facilities, or replace
these facilities with other facilities.

         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 or obtained waiver letters for all debt covenants
as of April 30, 2001.

         Cash used for operating activities during the first three months of
fiscal 2002 was $2.3 million, compared to cash provided by operating activities
of $1.0 million for the first three months of fiscal 2001. A net loss and
reduced levels of payables were the primary factors leading to the use of cash
in the first three months of fiscal 2002. Net income and higher levels of
payables were the primary contributors to cash provided by operating activities
in the first three months of fiscal 2001.

         Cash used for investing activities during the first three months of
fiscal 2002 was $500,000, which was primarily related to purchases of property
and equipment and the purchase of the remaining 8% minority interest in Salinas
Equipment Distributors, Inc. Cash used for investing activities during the first
three months of fiscal 2001 was $4.0 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 three months of
fiscal 2002 was $400,000, for which the primary contributing factor was payments
of long-term debt. Cash used for financing activities during the first three
months of fiscal 2001 was $1.2 million, comprised primarily of payments of
long-term debt.

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


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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; 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 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.


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                           PART II - OTHER INFORMATION

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

(A)     EXHIBITS.

                  None.

(B)     REPORTS ON FORM 8-K.

                  None.

                                   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:  June 11, 2001                           By: /s/ Thomas K. Espel
                                                   -----------------------------
                                                   Thomas K. Espel
                                                   Chief Financial Officer
                                                   (principal financial officer)


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