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) October 25, 2001

                              UNITED RENTALS, INC.
                      UNITED RENTALS (NORTH AMERICA), INC.
             (EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)

                                                      
-------------------------------- -------------------------- ----------------------------------
            Delaware                      1-14387                      06-1522496
-------------------------------- -------------------------- ----------------------------------
            Delaware                      1-13663                      06-1493538
-------------------------------- -------------------------- ----------------------------------
(State or Other Jurisdiction of   (Commission file Number)  (IRS Employer Identification No.)
         Incorporation)
-------------------------------- -------------------------- ----------------------------------



Five Greenwich Office Park, Greenwich, Connecticut 06830
(Address of Principal Executive Offices)    (Zip Code)

Registrant's telephone number, including area code (203) 622-3131

Four Greenwich Office Park, Greenwich, Connecticut 06830
(Former Address of Principal Executive Offices)






Item 9.  Regulation FD Disclosure.

         Exhibits 99.1 and 99.2 are incorporated by reference herein.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

Exhibits

99.1     Press release issued by United Rentals, Inc. on October 25, 2001

99.2     Preliminary draft transcript of investor conference call held by
         United Rentals, Inc. on October  25, 2001

                                       2




                                   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 hereunto duly authorized on this 25th day of October 2001.

                                     UNITED RENTALS, INC.


                                     By:    Michael J. Nolan
                                            ----------------
                                     Name:  Michael J. Nolan
                                     Title: Chief Financial Officer

Date: October 25, 2001



                                     UNITED RENTALS (NORTH AMERICA), INC.


                                     By:    Michael J. Nolan
                                            ----------------
                                     Name:  Michael J. Nolan
                                     Title: Chief Financial Officer


Date: October 25, 2001

                                       3

EX-99.1

                                                                    EXHIBIT 99.1
[UNITED RENTALS LOGO]

--------------------------------------------------------------------------------

FOR IMMEDIATE RELEASE

                  UNITED RENTALS REPORTS THIRD QUARTER RESULTS

     GREENWICH, CT, October 25, 2001 - United Rentals, Inc. (NYSE:URI) today
announced financial results for the third quarter ended September 30, 2001. The
Company reported revenues of $795 million compared with $859 million in the
third quarter of 2000. Same store rental revenues grew 4% year over year. Rental
revenues were 78.7% of total revenues, sales of rental equipment were 4.5%, and
sales of other equipment and merchandise and other revenues were 16.8%. Sharing
of equipment among branches generated 10.5% of third quarter rental revenues,
compared with 10.9% in the third quarter of 2000. The Company's equipment
utilization rate was 66.4%, compared with 68.7% in the year ago quarter. Rental
rates declined 0.7% in the third quarter compared with the third quarter of
2000.

     Earnings before interest, taxes, depreciation and amortization (EBITDA) for
the quarter were $276 million, compared with $304 million in the same period
last year. Net income for the quarter was $62.1 million, compared with $75.4
million in the same period last year. Diluted earnings per share for the third
quarter were $0.63, compared with $0.79 reported in last year's third quarter.

     Bradley Jacobs, chairman and chief executive officer, said, "The third
quarter results were in line with our revised outlook and reflect the impact of
the current economic downturn as well as our decision to sell less used
equipment this year. Despite the economic slowdown, we generated 4% same store
rental revenue growth, recorded solid EBITDA and operating margins, and repaid
$61 million of debt. We also reduced our SG&A expenses by 10.9% on a year over
year basis."

     For the nine-month period ended September 30, 2001, revenues were $2.18
billion, compared with $2.17 billion reported for the first nine months of 2000.
EBITDA for the period was $701 million compared with $730 million in the same
period last year. Net income for the nine-month period was $115 million,
compared with $140 million reported in last year's first nine months. Diluted
earnings per share were $1.22, excluding charges taken in the second quarter
totaling $0.38, compared with $1.49 reported in the same nine-month period of
2000. Results for the nine months exclude charges of $54.8 million ($0.38 per
diluted share).

     The Company also announced that it has withdrawn a registration statement
for an offering of common stock by the Colburn Music Fund.

     The Company will conduct an investor conference call at 11:00 AM (EDT)
today. Interested parties can participate by dialing 1-913-981-5522. The call
will also be broadcast live on the Internet at http://www.vcall.com.

                                     -more-



     United Rentals, Inc. is the largest equipment rental company in North
America, with an integrated network of more than 740 branches in 47 states,
seven Canadian provinces, and Mexico. The Company's 15,000 employees serve over
1.4 million customers including construction and industrial companies,
manufacturers, utilities, municipalities, homeowners and others. The Company
offers for rent over 600 different types of equipment with a total original cost
of approximately $3.6 billion. Additional information about United Rentals is
available at the Company's web site at www.unitedrentals.com.

     Certain statements contained in this press release are forward-looking in
nature. These statements can be identified by the use of forward-looking
terminology such as "believes," "expects," "may," "will," "should," "on track"
or "anticipates" or the negative thereof or comparable terminology, or by
discussions of strategy. The Company's business and operations are subject to a
variety of risks and uncertainties and, consequently, actual results may
materially differ from those projected by any forward-looking statements.
Factors that could cause actual results to differ from those projected include,
but are not limited to, the following: (1) continuing unfavorable industry
conditions could lead to a decrease in demand for the Company's equipment and to
a decline in prices realized by the Company for its products and services, (2)
governmental funding for highway and other construction projects may not reach
expected levels, (3) the Company cannot be certain that it will have access to
the additional capital that it may require or that its cost of capital will not
increase, (4) the Company may be required to pay increased prices for
acquisitions, and it may experience difficulty in integrating and deriving
synergies from acquisitions, (5) companies that United Rentals acquires could
have undiscovered liabilities, and (6) the Company is highly dependent on the
services of its senior management. These risks and uncertainties, as well as
others, are discussed in greater detail in the Company's filings with the
Securities and Exchange Commission, including its most recent Annual Report on
Form 10-K and its subsequent Quarterly Reports on Form 10-Q. The Company makes
no commitment to revise or update any forward-looking statements in order to
reflect events or circumstances after the date any such statement is made.

                                      # # #
Contact:
Fred Bratman
Vice President, Corporate Communications
United Rentals, Inc.
203-622-3131
fbratman@ur.com

                           (financial table attached)






                              UNITED RENTALS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)
                          (000's except per share data)



                                                         Three months ended                  Nine months ended
                                                            September 30                       September 30
                                                        2001             2000             2001              2000
                                                      --------          --------       ----------        ----------
                                                                                             
Revenues:
  Equipment rentals                                   $626,286          $610,499       $1,670,036        $1,522,131
  Sales of rental equipment                             35,442            99,806          107,681           254,977
  Sales of equipment and
     merchandise and other revenues                    133,755           148,728          404,883           390,833
                                                      --------          --------       ----------        ----------
Total revenues                                         795,483           859,033        2,182,600         2,167,941

Cost of revenues:
  Cost of equipment rentals,
    excluding depreciation                             290,098           263,262          790,234           659,876
  Depreciation of rental equipment                      81,508            87,502          239,862           246,537
  Cost of rental equipment sales                        21,363            58,570           63,744           149,738
  Cost of equipment and merchandise
    sales and other operating costs                     97,272           108,995          294,888           293,304
                                                      --------          --------       ----------        ----------
Total cost of revenues                                 490,241           518,329        1,388,728         1,349,455
                                                      --------         ---------       ----------        ----------

Gross profit                                           305,242           340,704          793,872           818,486

Selling, general and administrative expenses           110,956           124,492          332,671           335,461
Restructuring charge                                                                       28,922
Non-rental depreciation and amortization                27,051            21,889           80,289            62,610
                                                      --------          --------       ----------        ----------

Operating income                                       167,235           194,323          351,990           420,415

Interest expense                                        61,601            65,933          185,940           181,893
Other (income) expense, net                               (438)             (484)           6,497              (796)
                                                      --------          --------       ----------        ----------
Income before provision for income taxes
  and extraordinary item                               106,072           128,874          159,553           239,318

Provision for income taxes                              44,020            53,483           69,154            99,317
                                                      --------          --------       ----------        ----------

Income before extraordinary item                        62,052            75,391           90,399           140,001
Extraordinary item                                                                         11,317
                                                      --------          --------       ----------        ----------
Net income                                            $ 62,052          $ 75,391       $   79,082        $  140,001
                                                      ========          ========       ==========        ==========

Diluted earnings per share                               $0.63(b)          $0.79(b)         $0.84(a)          $1.49(b)
                                                         =====             =====            =====             =====

Weighted average diluted
  shares outstanding                                   103,515            99,533           93,990            99,407


(a)  Diluted earnings per share was $1.22 for the nine months ended September
     30, 2001 before deducting $0.38 per share of charges for restructuring
     expenses and debt refinancing.

(b)  Diluted earnings per share for the three months ended September 30, 2001,
     and the three and nine months ended September 30, 2000 are calculated by
     treating the Company's quarterly income preferred securities on an as
     converted basis.

EX-99.2

                                                                    Exhibit 99.2


This transcript has been edited for clarity. The indicated statements, questions
and responses are not necessarily direct quotes.

                                 UNITED RENTALS

                   3rd Quarter 2001 Investors Conference Call

                                October 25, 2001

Operator:

         Good morning, ladies and gentlemen, and welcome to the United Rentals
second quarter conference call. Please be advised that this call is being
recorded.

             The statements in this conference call and the answers to your
questions are intended to provide abbreviated and unofficial background
information to assist you in your review of the Company's press releases and
official SEC filings. In addition, certain of these statements are
forward-looking in nature. These statements can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," "on-track," or "anticipates," or the negatives thereof, or comparable
terminology, or by discussions of strategy.

         The Company's business and operations are subject to a variety of risk
and uncertainties, and consequently actual results may materially differ from
those projected by any forward-looking statements. Factors that could cause
actual results to differ from those projected include, but are not limited, to
the following: continuing unfavorable industry conditions that could lead to a
decrease in demand and prices for the Company's products and services,
governmental funding for highway and other construction projects may not reach
expected levels, the Company cannot be certain that it will have access to the
additional capital that it may require or that its cost of capital will not
increase, acquisitions may become more expensive, may have undisclosed
liabilities, and may be more difficult to integrate, and the Company is highly
dependent on the services of its senior management.

             These risks and uncertainties, as well as others, are discussed in
greater detail in the Company's filings with the Securities and Exchange
Commission, including its most recent annual report on Form 10-K and its
subsequent quarterly reports on Form 10-Q. The Company makes no commitment to
revise or update any forward-looking statements in order to reflect events or
circumstances after the date any such statement is made.

         I will now turn the call over to Brad Jacobs, chairman and chief
executive officer.  Mr. Jacobs, please go ahead.

Brad Jacobs:

         Thank you, operator. Good morning, everybody. Thanks for joining us on
our third quarter conference call. With me today here in Greenwich are Wayland
Hicks, John Milne, Mike Nolan and Fred Bratman.

         As you saw from the press release this morning we reported results,
which were in line with the revised guidance that we gave you last month.
Revenues were just shy of $800 million. We had very healthy margins. The EBITDA
margin was 34.7%, and the operating margin was 21%. We were pleased that we
repaid $61 million of debt during the quarter. And we're also pleased that we
were able to see very concrete results from the cost cutting efforts that we put
into place at the beginning of the year. SG&A was down significantly year over
year.

         Same store rental revenue growth was up 4%, which is good considering
that there is much less construction activity going on and that OEMs are showing
substantial declines in year over year sales of new equipment.

                                       1



         There were some negative year over year comparisons, so I can't say
that we hit the cover off the ball this quarter. But it was a quite respectable
performance given the difficult economic environment.

         I'm now going to pass the call to Mike to review the quarter from a
financial perspective and then to Wayland for a review of operations. Before we
open it up for Q&A, I'll outline some actions that we're taking to emerge from
the recession with significantly increased earnings capability and stronger
relationships with our customers.

Mike Nolan:

         Thanks, Brad.

         We had $795 million of revenues in the third quarter, compared with
$859 million in the third quarter of 2000. Much of this decline came from the
planned reduction that we had announced in our used equipment sales. These sales
decreased year over year by about $64 million. Rental revenue was up by $16
million year over year.

         During the third quarter our rental gross margin was 40.7% versus 42.5%
a year ago. The reduction primarily relates to a lag in reducing our costs as
our rental revenue decreased in the latter part of the quarter. About a quarter
of our costs is fixed, and about half are semi-variable. It takes us about two
months to readjust our semi-variable costs, including labor, to new revenue
levels.

         Our gross margin on used equipment sales declined 1.6 percentage points
year over year, primarily because of a modest decline in pricing year over year.
Our gross margin on other sales increased by 60 basis points year over year,
primarily because of margin improvements on both our merchandise and service
businesses.

         We have made excellent progress in cutting SG&A costs. Our SG&A was
down $13.5 million year over year. And in a quarter where we normally seasonally
peak on SG&A, our SG&A expense was down $1.9 million sequentially from the
second quarter. As a percent of revenue, SG&A was 13.9% this quarter compared
with 14.5% in the third quarter of 2000.

         Our EBITDA for the quarter was $276 million with a margin of 34.7%.
Earnings per share were 63 cents.

         At September 30, we had assets of $5.3 billion, cash of $31 million,
debt of $2.7 billion, and equity of $1.9 billion. That translates into a net
debt to total capitalization ratio of 58.4%, a 120 basis point improvement from
the end of the second quarter.

         The original cost of our rental fleet was $3.6 billion. During the
quarter we had $66 million of net capex compared to $110 million in the third
quarter of last year.

         Free cash from operations was $69 million. We used $61 million of this
cash to repay debt.

         At September 30, there was $242 million outstanding on our accounts
receivable securitization facility at an interest rate on that day of 3.4%. On
the same date, we had $260 million outstanding on our revolving credit facility,
and we had $485 million in borrowing capacity.

         Our net debt to EBITDA at the end of the quarter was 2.85 times and our
EBITDA to interest coverage was 4.5 times during the quarter and 3.7 times on an
LTM basis.

         Our operating lease expense for rental equipment during the quarter was
$21.9 million. That's about a $2.7 million increase over the third quarter of
2000. Our cost of rental equipment that we have out on leases is comparable to
the amount that we had during the second quarter.

         So in summary, we are in a challenging business environment but we
still saw increased demand for rentals and we are continuing to take costs out
of the business. From a balance sheet perspective we have good liquidity on our
credit facility and we're continuing to focus on free cash flow from operations
in order to repay debt.

                                       2



         With that I'd like to pass the call over to Wayland to discuss
operations.

Wayland Hicks:

         Thanks, Mike.

         As Mike noted, growth in demand slowed during the quarter with same
store revenues up by 4%. Demand for rental equipment during the quarter was
strongest in the Gulf, the Northeast, and the Southeast. The Northwest, the
Southwest, and the Rocky Mountains experienced some softness in demand. Dollar
utilization was down year over year from 68.7% to 66.4%. The softer demand is
attributable to the slowing of the economy and the effect that that is having on
the construction industry, particularly the commercial sector. Rental rates were
down 0.7% in the third quarter year over year. We generated over $65 million of
rental revenue through sharing of equipment between branches; the percentage of
rental revenue achieved by sharing was down from 10.9% in the third quarter of
last year to 10.5% this quarter.

         FW Dodge data indicates that during the first eight months of this year
on a year over year basis, construction was down 14% for office buildings, 10%
for retail stores, 15% for hotels and 16% for warehouses. Industrial production
has declined for 12 consecutive months and is down nearly 6% from its previous
year level. This has negatively impacted construction spending in the industrial
market.

         Both the commercial and the industrial markets are important markets
for equipment rental companies. That we continue to grow rental revenues on a
same store basis suggests that customers are turning more frequently to rental
in this unfavorable economic environment. This seems to confirm our belief that
in an economic downturn customers have a greater tendency to rent rather than to
buy.

         Our order book for specialty traffic control services was up from
$184.2 million to $212.5 million on a year over year basis during the quarter.
TEA 21 projects continue at an increased pace in most of the states in which we
operate.

         We spent $35 million during the third quarter for additions to our
rental fleet and $57 million for replacements, for a total of $92 million. We
spent a total of $395 million on the fleet during the first three quarters of
the year. The average age of our rental fleet at the end of the third quarter
was 29 months, making it one of the youngest fleets in the industry, if not the
youngest.

         Since our last quarterly conference call our National Account customer
base increased by 68 to 1,609 customers. Sunoco and Turner Construction are
representative of the important National Account customers we added during the
quarter. We are projecting revenue from National Accounts to be about $350
million full year, down from the $400 million we anticipated earlier this year
but up from the $245 million we achieved last year. This represents an
anticipated growth in revenue of over 40% from this important customer segment.
During the first nine months of this year we generated $252 million of National
Account revenue, which exceeds what our National Account customers did in the
full year last year.

         In summary, we feel good about the overall performance of the business
during the quarter given the economic environment. I will now turn the call back
over to Brad.

Brad Jacobs:

         Thanks, Wayland.

         I want to spend a moment outlining the types of things that we're doing
now to take advantage of the slowdown. These efforts are focused on three areas:
on our customers, on our 2,500 sales people coast to coast who directly interact
with customers, and on our cost structure.

         We want to communicate more effectively with our customers. To do this,
we want to increase the frequency of programs such as sales blitzes and customer
appreciation days, customer satisfaction surveys, focus

                                       3



groups, direct mail and e-mail campaigns, and, very importantly, we will work
for more face to face meetings between our executives and our key customers. We
will promote our unique UR Data software application,

         We're not going to be cutting costs when it comes to our sales people.
In fact, we're going to intensify sales training programs that we designed to
help our sales people hone their negotiating and telephone sales skills, to
better perform professional customer analysis, and to cross sell the wide range
of our products and services.

         We will be pinching pennies in areas away from our sales people and
customers. Even though we're in the early stage of our 2002 planning process, we
have already identified another $15 to $20 million of expenses that we can take
out of the business in SG&A and in cost of goods sold. We're seeking to take
these costs out permanently.

         So the economic downturn is acting as a catalyst to motivate our
organization to take more costs out of the business, to pay even more attention
to our customers, and to invest more in the training of our sales people. The
net result is that we should emerge from the recession with significantly
increased earnings capability and stronger relationships with our customers.

         Operator, we'd like to open the call for questions now.

Operator:

         Thank you. We'll take our first question from Joe Stivaletti, Goldman
Sachs.

Joe Stivaletti: Good morning. What should we be thinking about for gross and net
capital spending for the remainder of this year and for next year? How do you
see that affecting the average age of your fleet as we get into the latter part
of 2002?

Mr. Nolan: For the rest of this year we'll probably spend about another $20
million in gross capex on our rental equipment. That will probably downsize the
fleet because we think we'll sell used equipment with an original equipment cost
of about $45 million which should translate into gross proceeds of about $35
million. The net of this would be to age the fleet by the full three months in
the quarter to an average age of just under 32 months as we exit 2001.

In 2002, the amount that we spend on the fleet is going to vary significantly
depending on what happens with the economy. But for your base case, you probably
should look for gross rental fleet purchases of about $300 to $350 million,
split fairly evenly between growth and replacement. That would age the fleet by
about another 6.2 months- still well below the 40 to 45 month level at which
we're still quite comfortable.

Joe Stivaletti: What are you seeing in terms of pricing trends for your rental
services? And was that 0.7% decline a year over year number?

Wayland Hicks: The 0.7% decline is year over year. You will remember that during
the second quarter the year over year decline was also a little less than 1%. So
far in the fourth quarter we're running at less than 0.5% down year over year. I
see no reason to believe that that won't continue through the remainder of the
quarter.

Operator: We'll take our next question from Carey Callaghan, Goldman Sachs.

Carey Callaghan: Could you comment briefly on the environment for acquisitions
and any acquisition activity you might have had in the quarter.


Mr. Jacobs: We had very little acquisition activity during the quarter. The
total amount of revenues purchased was under $10 million.

         We spend a fair amount of time investigating acquisition opportunities,
doing due diligence and negotiating. But we'll do acquisitions only if there's a
strategic rationale for them, and if they're good properties. We don't feel any
pressure to do acquisitions, but we're keeping an open mind.

                                       4



Carey Callaghan: What kind of opportunities do you see among your industrial
customers in terms of acquiring fleets and how would you think about those
opportunities?

Mr. Hicks: You're basically asking about outsourcing. I think you're beginning
to see more of that and it's not necessarily taking the form where we'll go in
and buy somebody's fleet in total and then provide them with rental equipment.
More often we see companies move more towards rental, buying less, and then
selling some of their older fleet to ourselves and probably other rental
companies.

         The industrial market remains a very important part of our business.
We're focusing on it. Our National Account organization spends a considerable
amount of time working with the industrial market to further penetrate that
market. And we continue to believe that that's a substantial opportunity for the
company.

Operator: We take our next question from Sarah Thompson, Lehman Brothers.


Sarah Thompson: When you were talking about rental prices, you were saying they
were down a little under 1% year over year in the second quarter, 0.7% in the
third quarter and a little less than 0.5% in October. Does that mean
sequentially by quarter they're actually getting slightly better?

Mr. Hicks: No. It can be misleading to look at this sequentially because of the
effect of seasonality and mix changes. So we talk only about year over year
data.

Sarah Thompson: You said used equipment prices were down slightly. Is that a mix
issue or are you actually seeing prices come down in the open market?

Mr. Hicks: We're seeing a minor softness that is attributable to the overall
market environment. Used equipment prices have come down a percent or two,
predominantly in off spec equipment, and are likely to continue to fall. We did
go through a period immediately following the September 11 tragedy where demand
for used equipment slowed down considerably, but that seems to be picking back
up now.

Mr. Jacobs: We don't see used equipment prices falling precipitously. During a
time of uncertainty equipment users will defer their purchase of new equipment,
and that's why you're seeing OEMs reporting sales declines year over year.
Instead, equipment users are either renting -- and that's why you're seeing us
have same store growth - or they're buying used equipment.

Sarah Thompson: What can we expect in total debt repayment this year.


Mr. Nolan: We are still looking to repay somewhere between $175 to $200 million
of debt this year, the majority of which will come during the fourth quarter.
The fourth quarter historically is our strongest cash flow quarter and we expect
to be doing very little capex during the quarter as I mentioned earlier.

Operator: We take our next question from Jeff Evans, Advest.

Jeff Evans: Are there any regions or categories of equipment that are
particularly soft on rates?

Mr. Hicks: Rates on booms and scissors are softening in most of our regions.
Rates for other equipment is more variable throughout the country. The Northeast
and Northwest seem to be relatively strong on rates, even though the Northwest
is a little softer in rental revenue.

Jeff Evans: How quickly do you expect the $15 to $20 million in cost cuts to
take hold?

Mr. Hicks: We have already started the process. My sense is that by the time we
exit the first quarter we will have taken out most of these costs.


Jeff Evans: Will you incur significant costs for the increased effort on sales
training?


                                       5



Mr. Jacobs: No, it's not going to cost many millions of dollars. It's more a
question of attention and focus and time and where we put resources. We have
training programs that we've been developing over the last four years, and we're
on the fifth and sixth versions of some of them.

         We're just going to roll them out a little bit faster, talk more about
them when we go out to the field, when we have conference calls with our
employees, and just spend more time with our sales people. Every time we
research this, we find that the effectiveness of your sales people has a huge
impact on rates and equipment utilization. In the exact same market, one store
of one company often does much better than another store of another company. And
when you dig down, the critical factor is often the quality of the sales people.
So we're paying the proper attention and time to our sales people.

Jeff Evans: I have one statement to make. I just want to say I know you have a
lot of lighting equipment in use downtown at ground zero and it's also
encouraging to see that you've got some booms putting up the holiday lights here
in Rockefeller Center. So, kudos for that.

Mr. Jacobs: Thank you for that comment. It was also a very big honor and source
of pride within the organization that we were able to put up the American flag
on the New York Stock Exchange shortly after the events of September 11.

Operator: We'll take our next question from Mike Kender of Salomon Smith Barney.

Mike Kender: Could you give us some more detail on the third quarter capex
number?

Mr. Nolan: We spent $91.7 million on rental equipment, and $10.8 million on
non-rental equipment.

Mike Kender: Of your $3.6 billon in original fleet cost, how much is leased?

Mr. Nolan:  Probably around $530 million.

Mike Kender: Can you give us the breakdown of your debt in terms of the balances
of the various tranches at 9/30.

Mr. Nolan: We had about $260 million on our credit facility, $242 million on our
accounts receivable securitization, $748 million on our term loans, $450 million
of senior unsecured notes, $951 million of subordinated notes and about $48
million of miscellaneous debt.


Operator: We take our next question from Becky Do, Earnest Partners.


Becky Do: Can you give us guidance on free cash flow and debt repayment for this
year and next year?


Mr. Jacobs: For this year we expect $300 million in free cash flow from
operations, in which case we'll look to repay about $200 million of debt. The
free cash flow number could come in as light as $275 million, in which case we
would probably repay only $175 million of debt.

         For next year we now expect that free cash flow from operations will
range between $250 million and $350 million depending on whether or not there is
a recovery in the second half. We expect to use the major part of that money to
pay back debt minus anything we use for any financing fees or for acquisitions.

Becky Do: Are you considering additional acquisitions?

Mr. Jacobs: Yes, at the right price. We continue to be very firm believers in
the economies of scale and the advantages of size in this industry, so we are
going to continue to grow the company by same store growth, by cold starts, by
investing in the fleet and by acquisitions. Acquisitions can make the biggest
dent if they are sensible in terms of price and in how they affect our balance
sheet.


                                       6



Operator: We take our next question from Alan Pavese, Credit Suisse First
Boston.


Alan Pavese: Your utilization rate declined this quarter more than in prior
quarters. Do you think you are going to be selling more used equipment over the
next couple of quarters to try and maintain that utilization rate?

Mr. Jacobs: Our decision on whether or not to sell used equipment is governed
mostly by utilization and margins. We won't sell a piece or category of
equipment on which we're getting great returns. Conversely, if utilization rates
are down for a piece or category of equipment we put a big target on that
equipment to get it off the lot and sold.

         Margins have come down a little on used equipment prices. This was the
first quarter that our used equipment margin was under 40%. I expect that
margins will edge down to the mid-30s and that they will then go back up into
the 40s. We can tolerate that. We expect to sell less used equipment if there is
more softness than we are expecting.

         If I can give you a range I would say this year we will probably end up
at somewhere in the area of $140 million of proceeds from used equipment sales.
For 2002, we would sell anywhere between $100 and $300 million of used equipment
depending on utilization and margins.

Alan Pavese: Wayland, you were talking about specialty traffic control services
going from $184 to $212 million in order backlog. Is that 15% growth all
organic, or is any of that from acquisitions?

Mr. Hicks: All organic.

Alan Pavese: Can you update us on the branch closures?

Mr. Hicks: During the second quarter we talked about closing 31 branches. The
vast majority of those are closed now. We closed 18 in the second quarter. I
think we now have one closure and one consolidation left to do.

Alan Pavese: Where will the $15 to $20 million in additional cost savings come
from?

Mr. Hicks: We are taking additional costs out of the business by running our
branches more efficiently and with fewer people. We are also looking at a number
of overhead categories throughout the company. That includes such things as our
telephone expense. We are working hard with our main telephone supplier to
reduce our long distance cost. We think we can reduce that cost by anywhere from
20% to 30% - maybe even a little bit more than that - on a per minute basis. We
are also looking at running our advertising programs more efficiently to get
more bang for our buck. Warranty reclaims, although not technically a cost
reduction, is another example of the other items we're reviewing to improve our
profitability.

Alan Pavese: What were the market and demand conditions following September 11
relative to the average for the third quarter? Are things back on track now?

Mr. Hicks: Business slowed down considerably immediately after the September
tragedy. We came out of September with about 2% same store growth and we
averaged 4% for the full quarter. For October through today our same store
growth on a year over year basis was up about 4.3%. So it looks like things are
coming back in line with what we experienced during the third quarter.

Operator: We go next to James Brooks Avey, Momentum Investments:

James Brooks Avey: Assuming a protracted long-term economic slump, what
percentage of your free cash flow would you devote towards debt reduction versus
capital expenditures? Where would you like to see long-term debt a year from
now? And do you foresee any restructuring of that debt?

Mr. Jacobs: We don't see any restructuring of the debt. During 2002 we would
like to repay another $250 to $350 million of debt less any amounts we may apply
to any acquisitions.


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         Rental capex this year will probably brush up towards and maybe even
exceed $400 million. Next year we see our capex at $100 to 150 million if there
is no recovery; we'll spend capex even in that environment because there are
inevitably opportunities for large long-term jobs where we get an advantage in
customer loyalty and profitability because we are willing to make investments
that our competitors are not willing to do or able to do. If there is a recovery
in the second half of next year, we could see us spending $350 million in rental
capex.

Operator: We go next to Stacy Devine, Deutsche Bank.

Stacy Devine: We don't yet know the details of the federal stimulus package. But
do you see any potential spending opportunities that may directly benefit you?

Mr. Hicks: It is really too early to make any predictions, but we would expect
the package to include some spending on the country's infrastructure.

Stacy Devine: Pricing for booms and scissors has been one of your tougher areas.
Excluding booms and scissors, what is the pricing outlook?

Mr. Jacobs: Excluding booms and scissors, pricing is flat to up slightly.

         Our return on controlled assets is superior for booms and scissors
these days than it has been for our non-booms and scissors. Our purchasing costs
for booms and scissors have come down to more than compensate for the reduction
in the rental rates we are charging, and our utilization has also been very
good.

Stacy Devine: Are you seeing your purchase costs still going down on some of
your other equipment too?

Mr. Jacobs: We haven't seen anything where our equipment purchasing prices are
going up next year.

Stacy Devine: So with pricing on non-booms and scissors being flat to maybe
possibly up, would you expect better returns on those even though you are not
technically getting big price increases?

Mr. Jacobs: It depends on how high a utilization rate we can achieve in a down
economy and on the relationship between how much the costs of our purchasing
comes down and how much rental rates change. Also, from an accounting point of
view we have to phase in the benefit of lower prices as reduced depreciation
over several years, whereas you hit your P & L immediately if your rental rates
go down. So, lower prices benefit us long term on a P & L basis and right away
on a cash flow basis.

Operator: We go next to Ken Goldberg, Merrill Lynch.

Ken Goldberg: It sounds like most of the free cash flow is going to come in the
fourth quarter. Is some of that coming out of working capital reductions or
other sources? Is the $175 million number a little bit high?

Mr. Nolan: In the fourth quarter of 2000, we spent almost $170 million on capex
and still had $144 million of free cash flow from operations. In the fourth
quarter this year we are looking to spend only about $25 million in capex. Also,
in the fourth quarter of last year we had about a $92 million positive impact
from working capital. We built into our projections a contribution of only $10
to $40 million from working capital in the fourth quarter. So I think we should
come in close to our target even with a slowing of collection of receivables
that could happen during recessionary times.

Ken Goldberg: Are you gaining market share in an industry that is flat to
weakening?

Mr. Jacobs: Obviously we are taking market share from someone. We have same
store growth on rental revenue up 4% while many of our vendors and our
competitors are showing negative comparisons. And every month we are gaining
National Accounts customers that were previously served by other companies.


                                       8



         National Accounts is a real core competency of United Rentals. There is
a trend for larger customers - both large construction companies and Fortune
1000-type companies - to switch to sole source vendors, and to National Account
status for all the benefits that come from that. And we will slug it out with
the two other companies that compete with us in this area in a significant way.

Ken Goldberg: Going into the fourth quarter, how much of your expected business
have you already booked in some fashion?

Mr. Hicks: Our business is very much a short-term rental business, with daily,
weekly and monthly rentals. So we do not have the kind of order backlog that we
have, for example, with our specialty traffic control services.

Operator: We go next to Jay Glassman, McMahan Securities.

Jay Glassman: You obviously have quite a bit of availability on the bank line.
Are you close on any of the bank covenants?

Mr. Nolan: We are not close to breaking any covenants. You may recall we redid
our line just several months ago.

Jay Glassman: And there are none in particular that are even close enough to
bother chatting about?

Mr. Nolan: Not in the visible future.

Operator: We go next to Robert Ryan at Bank of America.

Robert Ryan: Do you have GAAP financing and investing cash flow figures for the
quarter? And what was the shareholders' equity balance at the end of the third
quarter?

Mr. Nolan: Our net cash provided by operations was $136.4 million. Our net cash
used in investing activities was $74.9 million. Our net cash used in financing
activities was $61.5 million. We had a $5.6 million negative effect from foreign
exchange rates. Shareholders' equity at September 30, including our QUIPS
securities, was $1.9 billion.

Operator: We go next to Mary J. Geoghegan at Goldman Sachs.

Mary Geoghegan: Can you comment on demand for lifting equipment versus
earth-moving equipment? Are the utilization rates different?

Mr. Hicks: Demand for both types of equipment has been strong, but we run much
higher time utilization on our booms and scissors. Typically this time of the
year you would be up in the neighborhood of 75% to 80% time utilization for
booms and scissors. For the earth-moving equipment, time utilization would be
more in the 60% to 65% range. And both have relatively low dollar utilization -
at this time of year both are typically in the high 40s to low 50s.

Operator: We go next to Martin Chang, Jolson Merchant Partners.

Martin Chang: What have you seen in terms of your ability to pick up used
equipment for your own inventory?

Mr. Hicks: We bought several million dollars of used equipment early in the year
at very attractive prices, and would have purchased more had prices softened. I
expect that we will buy very little used equipment during the quarter now that
we've significantly scaled back our equipment purchases.

Operator: Thank you. We go next to Adam Comora, Entrust Capital.\

Adam Comora: Have you gotten a good look on what we can expect out of the fourth
quarter?


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Mr. Nolan: We're comfortable with the previous range we put out there at the end
of September.

Operator: We will take one more question from Mark Koznarek, Midwest Research.

Mark Koznarek: You intimated that used equipment margins might slip next year
based on some probable continued modest deterioration in pricing. And I imagine
there is probably some relationship between new equipment and used equipment
prices. Would you expect your acquisition costs to drop as well so that there is
a certain amount of offset? Or do you think new equipment pricing is going to
hold somewhat firm from here on out?

Mr. Jacobs: We think that new equipment volumes or prices will be flat or down
unless there is some very unexpected turnaround in the economy. We think our own
new equipment sales - which are a small part of our business -- will be down 10%
or 20% next year.

         We mentioned earlier that we think that used equipment prices will edge
down a little bit more. But these prices should decline less than new equipment
prices because customers are moving away from buying during this uncertain time
and towards renting and towards buying used equipment.

Mark Koznarek: So, there should be some offset, subject to the timing issue you
talked about earlier in the call: as your used margins are compressing you will
be buying better.

Mr. Jacobs: Yes, that's right.

Mr. Jacobs: Thanks everyone for listening to the call, we look forward to
talking in the next quarter. In the meantime, be safe.

                                       END

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