8-K

UNITED STATES
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): July 23, 2008

UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware Delaware	001-14387 001-13663	06-1522496 06-1493538
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Five Greenwich Office Park Greenwich, CT		06831
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s 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 (see General Instruction A.2. below):

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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 8.01 Other Events

Tender Offer

On July 23, 2008, United Rentals, Inc. (the “Company”) issued a press release announcing the final results of its “modified Dutch auction” tender offer that expired at 5:00 p.m., New York City time, on July 16, 2008. The release announced that the Company has accepted for purchase 27,160,000 shares of its common stock at a purchase price of $22.00 per share. A copy of the press release is attached as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

The completion of the tender offer resulted in adjustments to (i) the conversion price of the Company’s 6-1/2% Convertible Subordinated Debentures due August 1, 2028 (the “Debentures”) underlying the related 6-1/2% Convertible Quarterly Income Preferred Securities (the “QUIPs”) issued by a subsidiary trust, and (ii) the conversion rate of the 1-7/8% Convertible Senior Subordinated Notes due October 15, 2023 (the “Notes”) issued by the Company’s wholly owned subsidiary, United Rental (North America), Inc. (“URNA”).

The Company will deliver a Notice of Adjustment to the registered holder of its Debentures and The Bank of New York, as trustee (the “Trustee”), under the Indenture, dated as of August 5, 1998 (the “Indenture”), between the Company and the Trustee, indicating that the Conversion Price (as defined in the Indenture) of the Debentures has been adjusted to $41.0224. Because conversion of the QUIPs into common stock is effected through an exchange, on a one-for-one basis, with a like amount of Debentures, the effective conversion price of the QUIPs has also been adjusted to $41.0224.

URNA will deliver a Notice of Adjustment to the registered holder of its Notes and The Bank of New York, as trustee (the “Note Trustee”), under the Indenture, dated as of October 31, 2003 (the “Note Indenture”), among URNA, the Company, as guarantor, and the Note Trustee, indicating that the Conversion Rate (as defined in the Note Indenture) of the Notes has been adjusted to 45.8160 shares of common stock of the Company for each $1,000 of principal amount of Notes converted.

On July 23, 2008, the Company issued a press release announcing the adjustments to the conversion price and conversion rate of the QUIPs and the Notes, respectively. A copy of the press release is attached as Exhibit 99.2 and is incorporated into this Item 8.01 by reference.

Other

On July 21, 2008, the Company announced that Jenne K. Britell, Ph.D. had been unanimously elected Chairman of the Company’s Board of Directors.

Item 9.01 Financial Statements and Exhibits

          (d) Exhibits

Exhibit No.	Description
Exhibit 99.1	Press Release dated July 23, 2008 announcing the final results of the tender offer
Exhibit 99.2	Press Release dated July 23, 2008 announcing adjustments to the conversion price and conversion rate of the QUIPs and the Notes, respectively

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.

Date: July 23, 2008	UNITED RENTALS, INC.
	By:	/s/ Roger E. Schwed
		Name: Roger E. Schwed
		Title: General Counsel
	UNITED RENTALS (NORTH AMERICA), INC.
	By:	/s/ Roger E. Schwed
		Name: Roger E. Schwed
		Title: General Counsel

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press Release dated July 23, 2008 announcing the final results of the tender offer
Exhibit 99.2	Press Release dated July 23, 2008 announcing adjustments to the conversion price and conversion rate of the QUIPs and the Notes, respectively

EX-99.1

Exhibit 99.1

	United Rentals, Inc.
	Five Greenwich Office Park
	Greenwich, CT 06831
	tel:	203 622 3131
		203 622 6080
	unitedrentals.com

United Rentals Announces Final Results of Tender Offer

GREENWICH, Conn. – July 23, 2008 – United Rentals, Inc. (NYSE: URI) announced today the final results of its previously announced “modified Dutch Auction” tender offer to purchase up to 27,160,000 shares of its common stock, which expired at 5:00 p.m., New York City time, on Wednesday, July 16, 2008.

In accordance with the terms and conditions of the tender offer, the company has accepted for purchase 27,160,000 shares, representing approximately 31.4% of its outstanding common stock, at a price of $22.00 per share, for a total cost of approximately $597.5 million (excluding fees and expenses relating to the tender offer).

Based on the final tabulation by American Stock Transfer & Trust Company, the depositary for the tender offer, a total of 71,979,730 shares were validly tendered (including by guaranteed delivery procedures) and not withdrawn at a price of $22.00 per share. Because more than 27,160,000 shares of common stock were validly tendered and not withdrawn, the tender offer was oversubscribed. As a result, the depositary has informed the company that, after giving effect to the priority for “odd lots”, the final proration factor for the tender offer is 37.66%. Also, as a result of this oversubscription, the company will not be purchasing any shares issuable upon the conditional exercise of options or warrants tendered pursuant to the tender offer.

The company will promptly deposit with the depositary funds sufficient to pay for the shares accepted for purchase in the tender offer and will promptly cause to be returned all shares tendered and not accepted for purchase. After giving effect to the purchase of the shares, the company expects to have outstanding approximately 59.3 million shares of common stock.

Questions and requests for information about the tender offer should be directed to the information agent for the offer, D.F. King & Co., Inc., at (800) 269-6427 or (212) 269-5550 (for banks and brokers).

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world, with an integrated network of over 670 rental locations in 48 states, 10 Canadian provinces and Mexico. The company’s approximately 10,400 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers for rent over 2,900 classes of rental equipment with a total original cost of $4.2 billion. United Rentals is a member of the Standard & Poor’s MidCap 400 Index and the Russell 2000 Index® and is headquartered in Greenwich, Conn. Additional information about United Rentals is available at www.unitedrentals.com.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements. These statements can generally be identified by words such as “believes,” “expects,” “plans,” “intends,” “projects,” “forecasts,” “may,” “will,” “should,” “on track” or “anticipates,” or the negative thereof or comparable terminology, or by discussions of vision, strategy or outlook. Our businesses and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, actual results may differ materially 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) weaker or unfavorable economic or industry conditions can reduce demand and prices for our products and services, (2) non-residential construction spending, or governmental funding for infrastructure and other construction projects, may not reach expected levels, (3) we may not always have access to capital that our businesses or growth plans may require, (4) any companies we acquire could have undiscovered liabilities, may strain our management capabilities or may be difficult to integrate, (5) rates we can charge and time utilization we can achieve may be less than anticipated, (6) costs we incur may be more than anticipated, including by having expected savings not be realized in the amounts or time frames we have planned, (7) competition in our industry for talented employees is intense, which can affect our employee costs and retention rates, (8) we have significant debt leverage, which leverage requires us to use a substantial portion of our cash flow for debt service and will constrain our flexibility in responding to unanticipated or adverse business conditions, (9) we are subject to an ongoing inquiry by the SEC, and there can be no assurance as to its outcome, or any other potential consequences thereof for us, (10) we are subject to purported class action lawsuits and derivative actions filed in light of the SEC inquiry and additional purported class action lawsuits relating to the terminated merger transaction with Cerberus affiliates, and there can be no assurance as to their outcome or any other potential consequences thereof for us, and (11) we may incur additional significant costs and expenses (including indemnification obligations) in connection with the SEC inquiry, the purported class action lawsuits and derivative actions referenced above, the U.S. Attorney’s Office inquiry, or other litigation, regulatory or investigatory matters, related to the foregoing or otherwise. For a fuller description of these and other possible uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, 2007, as well as to our subsequent filings with the SEC. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.

# # #

Contact:
Hyde Park Financial Communications
Fred Bratman
203-618-7318
Cell: 917-847-4507
fbratman@hydeparkfin.com

2

EX-99.2

Exhibit 99.2

	United Rentals, Inc.
	Five Greenwich Office Park
	Greenwich, CT 06831
	tel:	203 622 3131
		203 622 6080
	unitedrentals.com

United Rentals Announces Required Adjustments of Conversion Price of 6-1/2%
Convertible Quarterly Income Preferred Securities and Conversion Rate of 1-7/8%
Convertible Senior Subordinated Notes Due October 15, 2023

GREENWICH, Conn. – July 23, 2008 – United Rentals, Inc. (NYSE: URI) announced today required adjustments of the conversion price of its 6-1/2% Convertible Subordinated Debentures due August 1, 2028 (the “Debentures”) underlying the related 6-1/2% Convertible Quarterly Income Preferred Securities (“QUIPs”) issued by a subsidiary trust, and of the conversion rate of the 1-7/8% Convertible Senior Subordinated Notes Due October 15, 2023, issued by the company’s subsidiary, United Rentals (North America), Inc. (the “Notes”). The adjustments, required by the respective governing documents for the Debentures and the Notes, were made as a result of the recent completion by the company of a tender offer for the purchase of approximately 31% of its outstanding shares of common stock.

The new effective conversion price of the QUIPs is $41.0224 and, accordingly, each $50 in liquidation preference of the QUIPs is now convertible into 1.21885 shares of common stock. The conversion price for the QUIPs was previously $43.6325 per share of common stock and, accordingly, each $50 in liquidation preference of the QUIPs was previously convertible into 1.14593 shares of common stock.

Each $1,000 principal amount of the Notes is now convertible into 45.8160 shares of common stock (equivalent to a conversion price of $21.8264 per share of common stock). Previously, each $1,000 principal amount of the Notes was convertible into 44.9438 shares of common stock (equivalent to a previous conversion price of $22.2500 per share of common stock).

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world, with an integrated network of over 670 rental locations in 48 states, 10 Canadian provinces and Mexico. The company’s approximately 10,400 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers for rent over 2,900 classes of rental equipment with a total original cost of $4.2 billion. United Rentals is a member of the Standard & Poor’s MidCap 400 Index and the Russell 2000 Index® and is headquartered in Greenwich, Conn. Additional information about United Rentals is available at www.unitedrentals.com.

# # #

Contact:
Hyde Park Financial Communications
Fred Bratman
203-618-7318
Cell: 917-847-4507
fbratman@hydeparkfin.com