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) December 10, 2002
                                                       -------------------


                              UNITED RENTALS, INC.
                      UNITED RENTALS (NORTH AMERICA), INC.
           (Exact name of Registrants as Specified in their Charters)



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


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


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





Item 5.  Other
         -----

         On December 10, 2002, United Rentals, Inc., issued the press release
attached hereto as exhibit 99.1.


Exhibit
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99.1     Press release of United Rentals, Inc., dated December 10, 2002





                                       2



                                   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 10th day of December, 2002.

                             UNITED RENTALS, INC.


                             By:   John N. Milne
                                   ---------------------------------------------
                                   Name:   John N. Milne
                                   Title:  President and Chief Financial Officer



                             UNITED RENTALS (NORTH AMERICA), INC.


                             By:   John N. Milne
                                   ---------------------------------------------
                                   Name:   John N. Milne
                                   Title:  President and Chief Financial Officer


                                       3

EX-99.1

                                                                    EXHIBIT 99.1

[LOGO] United
       Rentals

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

FOR IMMEDIATE RELEASE
- ---------------------

UNITED RENTALS ANNOUNCES PLANNED SALE OF SENIOR NOTES
- -----------------------------------------------------

         GREENWICH, CT, December 10, 2002 - United Rentals, Inc. (NYSE: URI)
announced today that it expects to proceed with an offering of approximately
$200 million aggregate principal amount of its 10-3/4% Senior Notes due 2008 in
a transaction that will be exempt from the registration requirements of the
Securities Act of 1933. The Notes are expected to be issued under the indenture
governing, and have terms nearly identical to, the outstanding 10-3/4% Senior
Notes due 2008 issued by the Company in April 2001.

         The Company expects to use approximately $100 million of the net
proceeds from the offering to repay a portion of its outstanding term loans and
the balance primarily to repay outstanding borrowings under its revolving credit
facility. In connection with the offering, the Company expects to amend its
senior credit facility to, among other things, obtain greater flexibility with
respect to certain financial ratios through the end of 2004. Completion of the
offering will be conditioned on this amendment being obtained. The Company will
also reduce the maximum borrowings available under its revolving credit facility
from $750 million to $650 million.

         The Notes expected to be offered have not been, and will not be,
registered under the Securities Act of 1933 and, accordingly, may not be offered
or sold in the United States absent registration under the Securities Act of
1933 or an applicable exemption from the registration requirements.

         United Rentals, Inc. is the largest equipment rental company in North
America, with an integrated network of more than 750 locations in 47 states,
seven Canadian provinces, and Mexico. The Company serves approximately 1.6
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 $3.7 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 "contemplates," "expects," "will," or "anticipate" or the
negative thereof or comparable terminology, or by discussions of strategy. The
proposed offering has not been initiated and its completion is subject



to a variety of uncertainties, including the obtaining of the
contemplated bank amendment, general market conditions and changes in the
Company's business and operations. 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, except to the extent
required by law.

                                      # # #
Contact:
Fred Bratman
Vice President, Corporate Communications
United Rentals, Inc.
(203) 618-7323
fbratman@ur.com
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