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


                                  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, 2002

                                       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, 2002:

             Class A Common Stock                         5,268,908
             Class B Common Stock                         7,450,492
                                                         ----------
             Total                                       12,719,400


================================================================================
<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.
Any statements contained or incorporated by reference in this Form 10-Q that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, words such as "may," "will,"
"expect," "believe," "anticipate," "estimate" or "continue" or comparable
terminology are intended to identify forward-looking statements. Forward-looking
statements, by their nature, involve substantial risks and uncertainties.

                          PART I - FINANCIAL INFORMATON

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                RDO EQUIPMENT CO.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                      Three Months Ended April 30,
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)       2002             2001
----------------------------------------------------------------------------------
<S>                                                    <C>              <C>
Revenues
    Equipment and truck sales                          $ 110,281        $ 113,122
    Parts and service                                     38,016           41,510
                                                       ---------        ---------
         Total revenues                                  148,297          154,632

Cost of revenues
    Equipment and truck                                   99,920          102,716
    Parts and service                                     23,780           26,219
                                                       ---------        ---------
         Total cost of revenues                          123,700          128,935
                                                       ---------        ---------
Gross profit                                              24,597           25,697

Selling, general and administrative expenses              22,148           23,978
                                                       ---------        ---------
         Operating income                                  2,449            1,719
Interest expense                                             866            2,713
Other income                                                 170              401
                                                       ---------        ---------
         Income (loss) before income taxes                 1,753             (593)
Income tax provision (benefit)                               719             (237)
                                                       ---------        ---------

Net income (loss)                                      $   1,034        $    (356)
                                                       =========        =========

Net income (loss) per share - basic and diluted        $    0.08        $   (0.03)
                                                       =========        =========

Weighted average shares outstanding - basic               13,001           13,182
                                                       =========        =========
Weighted average shares outstanding - diluted             13,058           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>
                                                                          April 30,      January 31,
(IN THOUSANDS) (UNAUDITED)                                                  2002            2002
---------------------------------------------------------------------------------------------------
ASSETS
<S>                                                                       <C>             <C>
Current assets:
        Cash and cash equivalents                                         $    243        $    852
        Accounts receivable (less allowance for doubtful accounts)          30,987          26,726
        Income tax receivable                                                4,771           4,550
        Receivables from affiliates                                             68              38
        Inventories                                                        140,531         128,504
        Prepaid expenses                                                     1,152           1,417
        Assets held for sale                                                 8,512           8,862
        Deferred income tax asset                                            5,220           5,310
                                                                          --------        --------
              Total current assets                                         191,484         176,259

Property and equipment, net                                                 13,932          13,192
Other assets:
        Goodwill and other                                                  25,110          25,126
        Deferred income tax asset                                               --             504
        Deposits                                                             1,466           1,513
                                                                          --------        --------

              Total assets                                                $231,992        $216,594
                                                                          ========        ========
</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>
                                                                                       April 30,        January 31,
(IN THOUSANDS) (UNAUDITED)                                                               2002              2002
-------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                                   <C>               <C>
Current liabilities:
       Floor plan/borrowing base payables                                             $ 106,308         $  97,416
       Notes payable                                                                      1,205               975
       Current maturities of long-term debt                                                 813             2,612
       Accounts payable                                                                   4,311             2,042
       Accrued liabilities                                                               14,664            12,656
       Liabilities associated with assets held for sale                                   5,812             6,356
       Customer advance deposits                                                          6,086             5,298
                                                                                      ---------         ---------
              Total current liabilities                                                 139,199           127,355

Long-term debt, net of current maturities                                                 4,142             1,382
Deferred tax liability                                                                       10                --
                                                                                      ---------         ---------
              Total liabilities                                                         143,351           128,737
                                                                                      ---------         ---------

Commitments and contingencies

Stockholders equity:
       Preferred stock, par value $.01 per share; 500,000 shares authorized;
              no shares issued in fiscal 2003 and 2002                                       --                --
       Common stocks-
              Class A, par value $.01 per share; 20,000,000 shares authorized;
                     5,731,008 issued in fiscal 2003 and 2002                                57                57
              Class B, par value $.01 per share; 7,500,000 shares authorized;
                     7,450,492 issued in fiscal 2003 and 2002                                75                75
       Additional paid-in-capital                                                        84,471            84,471
       Retained earnings                                                                  4,714             3,680
       Treasury Stock, at cost (205,500 and 148,000 Class A shares in fiscal
              2003 and 2002, respectively)                                                 (676)             (426)
                                                                                      ---------         ---------

              Total stockholders' equity                                                 88,641            87,857
                                                                                      ---------         ---------

              Total liabilities and stockholders' equity                              $ 231,992         $ 216,594
                                                                                      =========         =========
</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>
                                                                           Three Months Ended April 30,
(IN THOUSANDS) (UNAUDITED)                                                    2002              2001
-------------------------------------------------------------------------------------------------------
<S>                                                                        <C>              <C>
Operating activities:
        Net income (loss)                                                  $  1,034         $   (356)
        Adjustments to reconcile net income (loss) to net
          cash provided by operating activities:
              Depreciation and amortization                                   1,025            1,490
              Deferred taxes                                                    604              490
              Change in operating assets and liabilities:
                    Accounts receivable                                      (6,181)          (5,630)
                    Inventories                                              (7,973)          (2,353)
                    Prepaid expenses                                            264              362
                    Deposits                                                     66             (116)
                    Floor plan payables                                      11,354           13,059
                    Accounts payable and accrued liabilities                  4,271           (1,834)
                    Customer advance deposits                                   788           (3,452)
                                                                           --------         --------

                          Net cash provided by operating
                            activities                                        5,252            1,660
                                                                           --------         --------

Investing activities:
        Net sales of rental equipment                                           112              347
        Net purchases of property and equipment                                (274)            (246)
        Net assets of acquisitions                                               --             (822)
        Other, net                                                               16              254
                                                                           --------         --------

                          Net cash used for investing activities               (146)            (467)
                                                                           --------         --------

Financing activities:
        Payments on long-term debt                                           (2,695)            (503)
        Purchase of common stock                                               (250)              --
        Net payments on revolving credit facilities                          (3,000)          (4,000)
        Net proceeds of bank lines and short-term notes payable                 230              100
                                                                           --------         --------

                          Net cash used for financing activities             (5,715)          (4,403)
                                                                           --------         --------

Decrease in cash                                                               (609)          (3,210)

Cash and cash equivalents, beginning of period                                  852            7,635
                                                                           --------         --------

Cash and cash equivalents, end of period                                   $    243         $  4,425
                                                                           ========         ========

Supplemental disclosures:
       Cash payments for interest                                          $    942         $  1,397
                                                                           ========         ========
       Cash payments for income taxes                                      $     35         $     37
                                                                           ========         ========
       Noncash investing and financing activities:
              Increase in assets and long-term debt due to
                    refinancing of operating lease                         $  3,656         $     --
                                                                           ========         ========
</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, 2002 and April 30, 2001 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, 2002. The
results of operations for the three months ended April 30, 2002 are not
necessarily indicative of the results to be expected for the full year.

         Certain reclassifications have been made for consistent presentation.


2. NEW ACCOUNTING PRONOUNCEMENTS

         On February 1, 2002, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, in
its entirety. This statement addresses accounting and financial reporting for
goodwill and intangible assets. Under the new statement, goodwill and intangible
assets with indefinite lives are no longer amortized, but are subject to
impairment testing on at least an annual basis. Other than goodwill, the Company
does not have any intangible assets with indefinite lives or other intangible
assets. The Company is in the process of testing goodwill for impairment in
accordance with the provisions of SFAS No. 142. The test will be completed
during the second quarter. The effect of the change in accounting during the
three month period ended April 30, 2002 was to increase net income by
approximately $154,000 or $0.01 per share. The following pro forma information
reflects the Company's results of operations as they would have appeared had the
Company not recorded goodwill amortization and its related tax effects during
fiscal 2002 (dollars in thousands, except per share amounts):

                                                      First Quarter Ended
                                                   -------------------------
                                                   April 30,       April 30,
                                                     2002            2001
                                                   ---------       ---------

Reported net income                                $   1,034       $    (356)
Add back: goodwill amortization, net of tax               --             154
                                                   ---------       ---------

Adjusted net income                                $   1,034       $    (202)
                                                   =========       =========

Reported basic earnings per share                  $    0.08       $   (0.03)
Add back: goodwill amortization, net of tax               --            0.01
                                                   ---------       ---------

Adjusted basic earnings per share                  $    0.08       $   (0.02)
                                                   =========       =========

Reported diluted earnings per share                $    0.08       $   (0.03)
Add back: goodwill amortization, net of tax               --            0.01
                                                   ---------       ---------

Adjusted diluted earnings per share                $    0.08       $   (0.02)
                                                   =========       =========

         The Company evaluates the carrying value of goodwill on an annual basis
and when events occur or circumstances change that would more likely than not
reduce the fair value of the reporting unit to which the goodwill is assigned
below its carrying amount. Such circumstances could include, but are not


                                       6
<PAGE>


limited to, (1) a significant adverse change in legal factors or in business
climate, (2) unanticipated competition, or (3) a loss of key personnel.

         When evaluating whether goodwill is impaired, the Company compares the
fair value of the reporting unit to which the goodwill is assigned to its
carrying amount, including goodwill. If the carrying amount of a reporting unit
exceeds its fair value, then the amount of the impairment loss must be measured.
The impairment loss would be calculated by comparing the implied fair value of
reporting unit goodwill with its carrying amount. In calculating the implied
fair value of goodwill, the fair value of the reporting unit is allocated to all
of the other assets and liabilities of that unit based on their fair values. The
excess of the fair value of a reporting unit over the amount assigned to its
other assets and liabilities is the implied fair value of goodwill. An
impairment loss would be recognized when the carrying amount of goodwill exceeds
its implied fair value.

         Effective February 1, 2002, the Company also adopted SFAS No. 144. This
standard broadens the presentation of discontinued operations to include more
disposal transactions, thus the recognition of discontinued operations is
expected to become more common under this standard. This statement retains the
requirements of SFAS No. 121 (Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of) to recognize impairments on
Property, Plant and Equipment, but removes goodwill from its scope. The adoption
of SFAS No. 144 did not have a material impact on the Company's consolidated
financial statements.


3. RESTRUCTURING CHARGES

         During the first quarter of fiscal 2003, 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. Severance costs paid during the quarter totaled approximately
$67,000 providing a remaining severance accrual of approximately $92,000. Costs
incurred related to lease and other obligations totaled approximately $34,000
leaving an accrual of approximately $42,000 as of the end of the quarter. The
Company has actively pursued the sale of its Riverside, California, truck
business since establishment of the plan, and the business is still considered
held for sale.


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,
                                                         2002          2002
                                                      ----------    ----------

New equipment & trucks                                $   87,506    $   80,013
Used equipment & trucks                                   31,007        27,070
Parts and other                                           22,018        21,421
                                                      ----------    ----------
                                                      $  140,531    $  128,504
                                                      ==========    ==========


                                       7
<PAGE>


5. FLOOR PLAN\BORROWING BASE PAYABLES:

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

                                                       April 30,    January 31,
                                                         2002          2002
                                                      ----------    ----------

Interest-bearing                                      $   54,614    $   66,157
Noninterest-bearing                                       51,694        31,259
                                                      ----------    ----------
                                                      $  106,308    $   97,416
                                                      ==========    ==========


6. EARNINGS PER SHARE:

         Basic net income (loss) per common share is computed by dividing net
income (loss) by the weighted average number of common shares outstanding during
the year. Diluted net income (loss) per share is computed by dividing net income
(loss) by the sum of the weighted average number of common shares outstanding
plus all additional common shares that would have been outstanding if
potentially dilutive common shares related to stock options had been issued. The
following table reconciles the number of shares utilized in the net income
(loss) per common share calculations:

<TABLE>
<CAPTION>
                                                              Three Months Ended April 30,
                                                                  2002            2001
                                                                --------        --------
<S>                                                             <C>             <C>
Net income (loss) available to common shareholders              $  1,034        $   (356)
                                                                ========        ========

Weighted average number of shares outstanding - basic             13,001          13,182
Dilutive effect of option plan                                        57            --
                                                                --------        --------
Common and potential common shares outstanding - diluted          13,058          13,182
                                                                ========        ========

Basic and dilutive net income (loss) per share                  $   0.08        $  (0.03)
                                                                ========        ========
</TABLE>

         Options to purchase 722,399 and 542,250 shares of common stock were
outstanding as of April 30, 2002 and 2001, respectively. Outstanding options of
495,950 and 542,250 were not included in the computations of diluted earnings
per share for the three months ended April 30, 2002 and 2001, respectively,
because the exercise prices were greater than the average market prices of the
common shares for the periods.


7. SEGMENT INFORMATION:

         The Company's operations are classified into four business segments:
construction, agricultural, truck and corporate. In past reporting, the
corporate business segment was designated as financial services and corporate.
Due to the current size and function of financial services operations, current
and future segment reporting will include financial services information in the
operating segment that generated the financial services revenues and expense.
For comparison, this change has also been reflected in the historical data
presented. 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.


                                       8
<PAGE>


         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, income tax receivables, certain property and
equipment, and deferred income taxes.

         The following table shows the Company's business segments and related
financial information for the three months ended April 30, 2002 and 2001 (in
thousands):

<TABLE>
<CAPTION>
                               Construction   Agricultural          Truck    Corporate           Total
------------------------------------------------------------------------------------------------------
<S>                               <C>            <C>            <C>            <C>           <C>
2002:
   Revenues from
      External customers          $  78,558      $  49,609      $  20,130      $      --     $ 148,297
   Other income                         134             26             10             --           170
   Interest expense                     652            189             25             --           866
   Depreciation and
     amortization                       588            376             61             --         1,025
   Income before income taxes           500          1,033            220             --         1,753
   Identifiable assets              126,240         72,429         21,862         11,461       231,992
   Capital expenditures, net            266           (142)            24             14           162

2001:
   Revenues from
      external customers          $  77,803      $  48,502      $  28,327      $      --     $ 154,632
   Other income                         250            100             51             --           401
   Interest expense                   1,839            366            508             --         2,713
   Depreciation and
     amortization                       738            660             92             --         1,490
   Income (loss) before
     income taxes                    (1,144)           626            (75)            --          (593)
   Identifiable assets              177,959         78,415         37,052         15,244       308,670
   Capital expenditures, net           (317)           202            (54)            68          (101)
</TABLE>


                                       9
<PAGE>


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


NEW ACCOUNTING PRONOUNCEMENTS

         On February 1, 2002, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, in
its entirety. This statement addresses accounting and financial reporting for
goodwill and intangible assets. Under the new statement, goodwill and intangible
assets with indefinite lives are no longer amortized, but are subject to
impairment testing on at least an annual basis. Other than goodwill, the Company
does not have any intangible assets with indefinite lives or other intangible
assets. The effect of the change in accounting during the three month period
ended April 30, 2002 was to increase net income by approximately $154,000 or
$0.01 per share.

         Effective February 1, 2002, the Company also adopted SFAS No. 144. This
standard broadens the presentation of discontinued operations to include more
disposal transactions, thus the recognition of discontinued operations is
expected to become more common under this standard. This statement retains the
requirements of SFAS No. 121 (Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of) to recognize impairments on
Property, Plant and Equipment, but removes goodwill from its scope. The adoption
of SFAS No. 144 did not have a material impact on the Company's consolidated
financial statements.


CRITICAL ACCOUNTING POLICIES

         The Company's discussion and analysis of its financial condition and
results of operations are based on the Company's consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these consolidated
financial statements requires the Company to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenues and
expenses during the reporting period. There can be no assurance that actual
results will not differ from those estimates. The Company believes the following
accounting policies affect its more significant judgments and estimates used
in the preparation of its consolidated financial statements.

         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.

         REVENUE RECOGNITION. Revenue on equipment, truck and parts sales is
recognized upon delivery of product to customers. Rental and service revenue is
recognized at the time such services are provided. In addition to outright sales
of new and used equipment, certain rentals include rent-to-purchase option
agreements. Under such agreements, customers are given a period of several
months to exercise the option to purchase the rented equipment and may be
allowed to apply a portion of the rental payments to the purchase price. This
rent-to-purchase equipment is included in the Company's inventory until the
option is exercised and the equipment is purchased. Revenue is not recognized
until the option is exercised.

         GOODWILL. The Company evaluates the carrying value of goodwill on an
annual basis and when events occur or circumstances change that would more
likely than not reduce the fair value of the reporting unit to which the
goodwill is assigned below its carrying amount. Such circumstances could
include, but are not limited to, (1) a significant adverse change in legal
factors or in business climate, (2) unanticipated competition, or (3) a loss of
key personnel.

         When evaluating whether goodwill is impaired, the Company compares the
fair value of the reporting unit to which the goodwill is assigned to its
carrying amount, including goodwill. If the carrying amount of a reporting unit
exceeds its fair value, then the amount of the impairment loss must be measured.
The impairment loss would be calculated by comparing the implied fair value of
reporting unit goodwill with its carrying amount. In calculating the implied
fair value of goodwill, the fair value of the reporting unit is allocated to all
of the other assets and liabilities of that unit based on their fair values. The
excess of the fair value of a reporting unit over the amount assigned to its
other assets and liabilities is the implied fair value of goodwill. An
impairment loss would be recognized when the carrying amount of goodwill exceeds
its implied fair value.


GENERAL

         During the first quarter of fiscal 2003, 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. Severance costs paid during the quarter totaled approximately
$67,000 providing a remaining severance accrual of approximately $92,000. Costs
incurred related to lease and other obligations totaled approximately $34,000
leaving an accrual of approximately $42,000 as of the end of the quarter. The
Company has actively pursued the sale of its Riverside, California, truck
business since establishment of the plan, and the business is still considered
held for sale.


                                       10
<PAGE>


RESULTS OF OPERATIONS

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

                                                  Three Months Ended April 30,
                                                    ------------------------
                                                      2002            2001
                                                    --------        --------
REVENUE DATA (IN MILLIONS):
Total revenues                                      $  148.3        $  154.6
     Construction                                       53.0%           50.3%
     Agricultural                                       33.4%           31.4%
     Truck                                              13.6%           18.3%

Construction revenues                               $   78.6        $   77.8
     Equipment sales                                    72.4%           71.0%
     Parts and service                                  27.6%           29.0%

Agricultural revenues                               $   49.6        $   48.5
     Equipment sales                                    77.3%           77.2%
     Parts and service                                  22.7%           22.8%

Truck revenues                                      $   20.1        $   28.3
     Truck sales                                        74.9%           72.0%
     Parts and service                                  25.1%           28.0%


STATEMENT OF OPERATIONS DATA (AS A PERCENTAGE OF TOTAL REVENUES):
Revenues
     Equipment and truck sales                          74.4%           73.2%
     Parts and service                                  25.6            26.8
                                                    --------        --------
Total revenues                                         100.0%          100.0%

Gross profit                                            16.6            16.6
Selling, general and administrative expenses            14.9            15.5
                                                    --------        --------
Operating income                                         1.7             1.1
Interest expense                                         0.6             1.8
Other income                                             0.1             0.3
                                                    --------        --------
Income (loss) before income taxes                        1.2            (0.4)
Provision for (benefit from) taxes                       0.5            (0.2)
                                                    --------        --------
Net income (loss)                                        0.7%           (0.2)%
                                                    ========        ========


                                       11
<PAGE>


THREE MONTHS ENDED APRIL 30, 2002 COMPARED TO THREE MONTHS ENDED APRIL 30, 2001


NET INCOME (LOSS)

         The Company reported net income of $1.0 million, or $0.08 per share,
for the first three months of fiscal 2003, compared to a net loss of $(356,000),
or $(0.03) per share, for fiscal 2002.


REVENUES

         Total revenues of $148.3 million during the first three months of
fiscal 2003 were $6.3 million, or 4.1%, lower than revenues during the first
three months of the previous year. Construction revenues, which represent the
largest segment of the Company, were $78.6 million during the quarter, an
$800,000, or 1.0%, increase in revenue in the segment compared to the prior
year. Agricultural revenues of $49.6 million in the first three months of fiscal
2003 were $1.1 million, or 2.3%, higher than in fiscal 2002. Truck revenues of
$20.1 million were down $8.2 million, or 29.0%, compared to last year. The sale
of the Texas truck dealerships in May 2001 accounted for $6.8 million of the
decrease. The remaining decline is attributable to the depressed market demand
for trucks.

         Equipment and truck sales were $110.3 million during the first three
months of fiscal 2003, a decrease of $2.8 million, or 2.5%, from fiscal 2002.
The sale of truck dealerships caused $4.1 million of the change and depressed
demand for trucks resulted in an additional $1.2 million in sales reductions.
Construction equipment sales increased $1.7 million, or 3.1% to $56.9 million
and agricultural equipment sales increased $800,000, or 2.1%, to $38.3 million.

         Parts and service revenues were $38.0 million in the first three months
of fiscal 2003, representing a decrease of $3.5 million, or 8.4%, from the prior
year. Parts and service revenues from truck operations decreased approximately
$2.9 million, or 36.7%, to $5.0 million. The decrease in truck parts and service
revenues was primarily due to the sale of truck dealerships. Construction parts
and service revenues decreased approximately $900,000, or 4.0%, to $21.7
million. Agricultural parts and service revenues increased approximately
$300,000, or 2.7%, as sales increased to $11.3 million.


GROSS PROFIT

         Gross profit for the first three months of fiscal 2003 was
approximately $24.6 million, or 16.6% of total revenues, compared to $25.7
million, or 16.6% of total revenues in fiscal 2002. Although equipment and truck
sales dollars declined 2.5% in the first three months of fiscal 2003 compared to
the first three months of fiscal 2002, gross margin dollars for equipment and
trucks for the first quarter were constant year over year, at approximately
$10.4 million; as a result, as a percentage of equipment and truck sales, there
was a slight increase from 9.2% for the first three months of fiscal 2002, to
9.4% for fiscal 2003. This improvement is partially based on the downsizing of
the truck business, as previously discussed. Parts and service gross margins
were approximately $14.2 million, or 37.4% of revenues, and $15.3 million, or
36.9% of revenues, for the first three months of fiscal 2003 and 2002,
respectively.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling, general and administrative (SG&A) expenses decreased $1.9
million, from $24.0 million for the first three months of fiscal 2002 to $22.1
million for fiscal 2003. Total SG&A expenses as a percentage of total revenues
for fiscal 2003 and 2002 were 14.9% and 15.5%, respectively. The reduction of
SG&A costs is largely attributable to the restructuring accomplished in fiscal
year 2002, and continuing costs controls. 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 operations than for agricultural and truck operations,
and lower for equipment and truck sales than for parts and service revenues. The
truck dealership downsizing


                                       12
<PAGE>


as previously discussed along with streamlining the management structure and
tight expense controls throughout the Company, were and will continue through
fiscal 2003 to be the primary contributing factors to the decrease in fiscal
2003 SG&A expenses compared to same quarter of fiscal 2002.


INTEREST EXPENSE

         Interest expense decreased approximately $1.8 million, or 66.7%, from
$2.7 million for the first three months of fiscal 2002 to $900,000 for fiscal
2003. Interest expense as a percentage of total revenues decreased from 1.8% for
the first three months of fiscal 2002 to 0.6% for fiscal 2003. Lower levels of
interest-bearing floor plan payables and reductions in interest rates as well as
the sale of truck dealerships were the contributing factors to the decrease in
interest expense.


OTHER INCOME

         Other income decreased approximately $200,000, or 50.0%, from the first
three months of fiscal 2002 to the first three months of fiscal 2003. Other
income is primarily comprised of finance charges from trade receivables along
with national direct sales income. National direct sales income is a commission
awarded when a manufacturer/supplier sells directly to a national account that
is located in the Company's areas of responsibility.


INCOME TAXES

         The estimated provision for income taxes as a percentage of pretax
income was 41.0% for the first three months of fiscal 2003, compared to the
estimated benefit from income taxes as a percentage of pretax loss of 40.0% for
the first three months of fiscal 2002. The increase in rate is the result of
several factors, none of which the Company believes is individually material to
the reported 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), CitiCapital Commercial Corporation (CitiCapital) 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 might not be charged for a substantial part of the period
for which inventories are financed. Often, purchase discounts are 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 in the past have generally been four to twelve months for agricultural
equipment and four months for construction equipment. These interest-free
periods may be changed at Deere and Deere Credit's discretion and 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. The Deere Credit financing is
a borrowing base facility that also provides funding for certain receivables.
Volvo Finance, GMAC and CitiCapital provide truck floor plan financing with
variable market rates of interest based on the prime or LIBOR rate.


                                       13
<PAGE>


         On April 30, 2002, in addition to manufacturer provided floor plan
financing, the Company had unused credit commitments related to floor
plan/borrowing base inventory and receivable financing and operating lease
financing of dedicated rental equipment of $67.8 million. The Company had
outstanding floor plan/borrowing base payables of approximately $106.3 million,
of which $54.6 million was interest-bearing as of April 30, 2002. The collateral
of equipment and truck inventories along with eligible receivables would support
$24.4 million of additional borrowing at April 30, 2002. During the first three
months of fiscal 2003 and 2002 the average interest rate under interest-bearing
floor plan/borrowing base financing was approximately 5.43% and 8.47%,
respectively.

         Currently, the Company has an unsecured bank line of credit totaling
$1.9 million with a maturity date of July 1, 2002 and with a variable interest
rate based on the prime rate (5.75% at April 30, 2002). The Company had
approximately $695,000 of unused availability relating to this line of credit at
April 30, 2002. The average interest rates on the Company's lines of credit
during the first three months of fiscal 2003 and 2002 were 5.75% and 8.22%,
respectively.

         The Company believes it has sufficient credit availability from its
existing credit facilities and manufacturers to finance its current and future
operations. Various credit facilities are reviewed and renewed annually. As the
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 2003.

         The Company's financing agreements contain various covenants which,
among other matters, require the Company to maintain minimum financial ratios,
as defined, and a minimum level of tangible equity. The Company was in
compliance with or obtained waiver letters for all covenants as of April 30,
2002.

         The Company has various commitments relating to its operations. The
following is a summary of these commitments as of April 30, 2002.

                             Payments due by period
                             ----------------------

<TABLE>
<CAPTION>
                                     Within                                                   Year 5
Obligations:                         1 year         Year 2        Year 3        Year 4       or after        Total
------------------------------------------------------------------------------------------------------------------
<S>                              <C>              <C>          <C>           <C>            <C>         <C>
Inventory floor plan/
  borrowing base payables        $  106,308       $     --     $      --     $      --      $     --    $  106,308
Long-term debt                          813            757         3,374            11            --         4,955
Operating leases and other            9,459          7,172         6,345         5,843        16,722        45,541
------------------------------------------------------------------------------------------------------------------
Total                            $  116,580       $  7,929     $   9,719     $   5,854      $ 16,722    $  156,804
==================================================================================================================
</TABLE>

         The Company's long-term debt is primarily related to the financing of
dedicated rental assets. Operating lease and other commitments are primarily
related to dealership locations of $33.1 million, dedicated rental assets and
equipment of $11.3 million and vehicles of $1.1 million. In addition to the
above commitments, certain credit companies provide direct customer financing
(secured by customer owned equipment) and credit accounts with recourse to the
Company totaling $16.2 million and $2.2 million as of April 30, 2002,
respectively.

         Operating activities provided net cash of $5.3 million for the first
three months of fiscal 2003. Increased levels of floor plan payables, trade
payables and accrued liabilities, partially offset by increased levels of trade
receivables and inventories, were the primary contributing factors to cash
provided by operating activities for the first three months of fiscal 2003. The
cash provided by operating activities of $1.7 million for the first three months
of fiscal 2002 primarily resulted from increased levels of payables offset by a
net loss and increased levels of inventory and receivables.


                                       14
<PAGE>


         Cash used for investing activities was $146,000 for the first three
months of fiscal 2003, which was primarily related to purchases of property and
equipment. Cash used for investing activities in the first three months of
fiscal 2002 was $467,000, 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 financing activities amounted to $5.7 million and $4.4
million for the first three months of fiscal 2003 and 2002, respectively. The
primary contributing factors for the use of cash in fiscal 2003 were payments on
long-term debt and revolving credit facilities along with purchases of common
stock. Cash used for financing activities in fiscal 2002 was primarily
attributable to payments on long-term debt and revolving credit facilities.

         During the first quarter of fiscal 2003, the Company continued its
previously announced stock repurchase program. At April 30, 2002, the Company
had repurchased 205,500 shares, or 3.6%, of the outstanding shares of Class A
common stock at a total cost of $676,000. In addition, the Company purchased
244,300 shares of stock in a single privately negotiated transaction at a total
cost of $1,026,000 during May 2002. 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") and that its geographic and
business diversification may 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,


                                       15
<PAGE>


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 29, 2002 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
terrorism; 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 flooding, droughts, 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, 2002.


                                       16
<PAGE>


                           PART II - OTHER INFORMATION


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

        (a) EXHIBITS.

            None.

        (b) REPORTS ON FORM 8-K.

                  The Company filed a Current Report on Form 8-K dated May 17,
         2002 under Item 4 regarding the decision by the Company's Board of
         Directors to dismiss Arthur Andersen LLP as the Company's independent
         public accountants and engage PricewaterhouseCoopers LLP to serve as
         the Company's independent public accountants for fiscal year 2003.


                                   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 12, 2002                            By: /s/ Steven B. Dewald
                                                   ------------------------
                                                   Steven B. Dewald
                                                   Chief Financial Officer
                                                   (principal financial officer)


                                       17