EXHIBIT 3.4

                          CERTIFICATE OF INCORPORATION

                                       OF

                                H&E FINANCE CORP.

                                   ARTICLE ONE

          The name of the corporation is H&E Finance Corp. (hereinafter called
the "Corporation").

                                   ARTICLE TWO

          The address of the Corporation's registered office in the state of
Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, in the
City of Wilmington, County of New Castle. The name of its registered agent at
such address is Corporation Service Company.

                                  ARTICLE THREE

          The purpose of the Corporation is to engage is any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

                                  ARTICLE FOUR

          The total number of shares which the Corporation shall have the
authority to issue is One Hundred Shares (100), all of which shall be shares of
Common Stock, with a par value of One Cent ($0.01) per share.

                                  ARTICLE FIVE

          The name and mailing address of the incorporator is as follows:

          NAME                                     ADDRESS

          Cindy Rashed Reilly                c/o Kirkland & Ellis
                                             153 East 53rd Street
                                             39th Floor
                                             New York, NY 10022



                                   ARTICLE SIX

          The directors shall have the power to adopt, amend or repeal By-Laws,
except as may be otherwise be provided in the By-Laws.

                                  ARTICLE SEVEN

          The Corporation expressly elects not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.

                                  ARTICLE EIGHT

          To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
this Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE EIGHT shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

                                  ARTICLE NINE

          The Corporation reserves the right to amend or repeal any provisions
contained in this Certificate of Incorporation from time to time and at any time
in the manner now or hereafter prescribed by the laws of the State of Delaware,
and all rights conferred upon stockholders and directors are granted subject to
such reservation.

                                 *   *   *   *

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          I, the undersigned, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation in pursuance of the General Corporation
Law of the State of Delaware, do make and file this Certificate, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this 9th day of May, 2002.


                                           Cindy Rashed Reilly
                                           Sole Incorporator

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