8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) April 18, 2006

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of Registrants as Specified in their Charters)

Delaware Delaware	001-14387 001-13663	06-1522496 06-1493538
(States or Other Jurisdiction of Incorporation)	(Commission file Numbers)	(IRS Employer Identification Nos.)

Five Greenwich Office Park, Greenwich, CT	06831
(Address of Principal Executive Offices)	(Zip Code)

Registrants’ telephone number, including area code (203) 622-3131

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.04Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

United Rentals, Inc., (the “Company”) has ended the suspension on the ability of participants in certain Company employee benefit plans to invest in Company common stock and has provided notice of this matter to its executive officers and directors pursuant to the requirements of Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR of the Securities and Exchange Commission. A copy of this notice is attached as Exhibit 99.1 hereto and incorporated by reference herein. Please refer to this notice for additional information concerning the foregoing matters.

Item 9.01Financial Statements and Exhibits.

Exhibits

99.1Sarbanes-Oxley Blackout Notice to Directors and Executive Officers

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 18th day of April, 2006.

UNITED RENTALS, INC.
By:	/s/ MARTIN E. WELCH
Name:	Martin E. Welch
Title:	Chief Financial Officer
UNITED RENTALS (NORTH AMERICA), INC.
By:	/s/ MARTIN E. WELCH
Name:	Martin E. Welch
Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

To:    Directors and Executive Officers of United Rentals, Inc. (the “Company”)

Date: April 18, 2006

RE: Notice re End of Sarbanes-Oxley Blackout

Please be advised of the following:

1.On March 16, 2005, the Company advised you that the Company had delayed filing its 2004 Report on Form 10-K and was planning to restate its pre-2004 results, and that until such 10-K was filed and restatement completed, the Company would no longer be eligible to use its existing S-8 registration statements. As a result, the administrator of each of the United Rentals, Inc. 401(k) Investment Plan and the United Rentals, Inc. Acquisition Plan (together, the “Plans”) suspended the ability of Plan participants, both management and non-management, to invest in Company common stock pursuant to the Plans, referred to as a “blackout period.”

2.Pursuant to Section 306(a) of the Sarbanes-Oxley Act and regulations thereunder, the Company’s directors and executive officers were prohibited from engaging in certain transactions in the Company’s equity securities during this “blackout period.” Specifically, you were prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring any Company equity security (or any derivatives of a Company equity security), which you acquired in connection with your service and/or employment with the Company in such capacities, subject to certain limited exceptions.

3.The Company has filed its 2004 and 2005 Reports on Form 10-K and its Quarterly Reports on Form 10-Q for 2005. The Plans have filed their 2004 Reports on Form 11-K. Consequently, the “blackout period” with respect to the Plans has ended, effective April 13, 2006. Accordingly, effective immediately, the restrictions placed on you by Section 306(a) of the Sarbanes-Oxley Act with respect to purchasing, selling or otherwise acquiring or transferring any Company equity security (or any derivatives of a Company equity security) are also ended.

4.You are still limited by the Company’s Insider Trading Policy and any other Company policies relating to trading in Company stock by certain insiders.

5. If you have any questions concerning this notice, please contact me at (203) 618-7255.

Craig Pintoff

VP, Human Resources