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



                                   FORM 10-Q/A



              [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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         This amendment is being filed to correct a certain clerical error
relating to interest expense contained in the following sections of "Item 1.
Condensed Consolidated Financial Statements"; "Condensed Consolidated Statements
of Operations". During the conversion of the Company's Quarterly Report on Form
10-Q dated April 30, 2001 into the required electronic filing format, the
interest expense amounts were inadvertently transposed between current period
and prior period columns. Accordingly, "Item 1. Condensed Consolidated Financial
Statements"; "Condensed Statements of Operations" is being refiled in its
entirety.

                          PART I - FINANCIAL INFORMATON

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                RDO EQUIPMENT CO.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                   Three Months Ended April 30,
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)           2001         2000
--------------------------------------------------------------------------------
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                                            (2,392)      (2,960)
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
                                                         =========    =========

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


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                                   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: September 14, 2001                By: /s/ Steven B. Dewald
                                            -----------------------------
                                            Steven B. Dewald
                                            Chief Financial Officer
                                            (principal financial officer)


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