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) January 30, 2002

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



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

         Attached as Exhibit 99.1 hereto, and incorporated herein, are remarks
by United Rental, Inc. for an investor presentation made on January 30, 2002 at
the JP Morgan Annual High Yield Conference in Boston.

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

Exhibits

99.1     Remarks for Investor Conference



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                                   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 31st day of January 2002.

                                           UNITED RENTALS, INC.


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

Date: January 31, 2002



                                           UNITED RENTALS (NORTH AMERICA), INC.



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


Date: January 31, 2002



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EX-99.1

                                                                    Exhibit 99.1

                        J P Morgan High Yield Conference

                         Remarks for investor conference
                                January 30, 2002

                     See forward-looking disclaimer at end.

Brad Jacobs:

         Good morning, everybody. Thank you for attending our presentation. We
appreciate your interest in our company.

         I would like to start with highlights that we'll develop in further
detail later in the presentation:

         United Rentals is the largest equipment rental company in North
         America, or for that matter the world, and there are very substantial
         advantages to size in this industry. We're about twice as large as our
         nearest competitor.

         Our industry is growing rapidly because of a fundamental shift in
         customer behavior from buying equipment to renting it.

         We operate using a very adaptable business model that allows us to
         generate high revenue and EPS growth in a robust economy, and to
         produce substantial free cash flow during an economic slowdown like the
         one we had last year.

         About 75% of our rental costs are fixed or semi-variable. This creates
         very significant operating leverage, and should expand our margins as
         revenues increase in a reviving economy. We are well positioned to
         resume rapid earnings growth as the economy recovers.

         The adverse business conditions in 2001 gave us a chance to really
prove our mettle, with the following positive results:

         1. Despite a war and a recession, we added 300,000 new customers to
         United Rentals, bringing our total customer base to 1.4 million.

         2. Our same-store rental revenue grew 5.6% in 2001 - at a time when
         equipment manufacturers were seeing negative comparisons of up to 30%.

         3. Our company generated about $340 million of free cash flow from
         operations last year and paid down almost $250 million in debt and
         synthetic lease obligations, far more than expected. I would add that
         this free cash flow and these repayments were after about $500 million
         of investment in capex. So we had an extremely healthy year with
         respect to cash flow generation and improving the balance sheet from
         internally generated funds.

         4. We are comfortable with analysts' estimates that net income will be
         about $147 million for 2001, down from about $176 million in 2000. I
         would like to note, however, that we deliberately scaled back used
         equipment sales last year by about $200 million, which deprived us of
         about $40 million of net income. Without this scale-back, our 2001 net
         income would actually have been up year-over-year by about $10 million
         - and this in a recession.



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         5. We improved our operations by closing or consolidating 31
         under-performing branches, ending the year with a strong network of 741
         locations in 47 states, 7 Canadian provinces and Mexico.

         6. We continued to capitalize on our equipment-sharing capabilities,
         generating more than $200 million of incremental rental revenue from
         sharing equipment among our branches.

         7. We recorded $372 million in National Account revenues in 2001, which
         is up more than 50% on a year-over-year basis.

         8. Our company continued to invest in our 15,000 employees, and we
         developed further cutting-edge training programs. We also continued to
         invest in our industry-leading information technology. We now measure
         and benchmark 81 key performance indicators that are disseminated
         throughout our organization.

         I mentioned at the outset that United Rentals is the largest equipment
rental company in the world, and that there are very substantial advantages to
size in this business. We have a better cost structure, which is particularly
evident in our purchasing power. We estimate that over the past two years we've
saved close to $200 million by buying equipment at lower prices because of the
volume of our purchases. Our size also allows us to manage our fleet more
effectively -- we're able to share equipment among our stores, which are grouped
in clusters around the country and are all linked through a common IT system.
Finally, our size allows us to serve customer needs for aerial, traffic control
and trench shoring equipment.

         I would now like to shift to a brief discussion of the equipment rental
industry as a whole. Very few industries can match our industry's 14.5%
compounded annual growth rate since 1990. Obviously, the industry is benefiting
from a powerful underlying trend in customer behavior. Customers are choosing to
rent more and more of their equipment, rather than shelling out cash to purchase
it.

         What's driving this trend? Simple economics - always a powerful
influence on consumer behavior. As a rule of thumb, unless you use a piece of
equipment at least nine months out of the year, it just doesn't make economic
sense to buy it. Equipment that's needed only for a few days, or a few weeks, or
a few months annually should not be owned - it should be rented. Renting avoids
not only the capital outlay, but also all the costs of maintaining, storing and
eventually selling the equipment. The rental customer also gets exactly the
right piece of equipment for the specific task at hand, thereby enhancing
productivity.

         Although our industry has been growing at a very fast pace, we are
still at the early stage of market penetration. Consider the opportunity we have
even in our most penetrated customer segment -- commercial contractors. Analysts
estimate that only about 20% of the commercial contractor fleet in North America
is presently rented. Compare this with the 50% to 85% penetration rates in some
European and Asian rental markets.

         An even greater opportunity exists in the industrial arena which has a
fleet substantially larger than the commercial contractor fleet. Less than 2% of
the industrial fleet is presently rented and a significant portion is not used
at least nine months out of the year. There is an enormous long-term growth
opportunity for rental in the industrial sector.

         Now I'd like to introduce Wayland Hicks, our chief operating officer,
who is going to speak more specifically about company operations.

Wayland Hicks:

         Thanks, Brad.



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         I'm going to drill down on our operations. To begin with, United
Rentals has more than 500,000 rental units with an original equipment cost of
$3.6 billion. We offer more than 600 types of equipment. As Brad mentioned, we
serve 1.4 million customers in 47 states and 7 Canadian provinces. We also have
a toehold in Mexico.

         We cluster most of our branches in and around metropolitan areas, which
allows us to share equipment among branches. Last year more than 10% of our
rental revenue was generated by sharing equipment. Our broad footprint is also
very appealing to National Account customers. With 741 branches, we almost
always have branches near our customers' jobsites.

         Our customer base is highly diversified - no single customer generates
more than 0.5% of our revenue. Our revenue mix is also diversified, with 27% of
our revenue coming from industrial customers, 15% from infrastructure customers,
48% from commercial contractors, and 10% from homeowners. By line of business,
77% of our revenue last year came from rentals, new equipment sales generated
8%, used equipment sales generated 5%, service revenue was 4%, and 6% came from
merchandise sales.

         Our National Account customers represent a rapidly growing and very
profitable part of our customer base. We have 38 full-time professionals
dedicated to serving these customers, which are typically Fortune 1000 and ENR
400/600 companies. Our National Account customer base at year-end 2001 was
1,696, up from 1,247 in the preceding year. In 2001 revenue from these customers
grew to $372 million from $245 million in 2000 - an increase of more than 50%.
Alabama Power Company, Burlington Northern Santa Fe, Carolina Power & Light, GE
Power Systems, Sunoco, SYSCO and Turner Construction are some familiar names
that recently joined our National Account program.

         With 60,000 units of aerial equipment, we have the largest rental fleet
of this kind in North America. This revenue stream is benefiting from a shift
from traditional ladders and scaffolding to safer and more productive aerial
lifts. We have an unparalleled ability to quickly supply a large number of
aerial machines. We're currently renting aerial equipment to 33 large,
multi-year projects - what we internally refer to as "Big Gun" projects - that
require anywhere from 200 to 500 aerial lifts at any given point in time.

         I recently had a chance to visit one of these work sites at a
2-million-square-foot GM truck plant under construction in Shreveport,
Louisiana. During peak construction periods, we will have about 500 machines on
that site. Very few companies can marshal the kind of resources that we have
when it comes to equipping a site of this magnitude.

         Now, let's turn to traffic control. You would recognize our specialty
traffic control services by the equipment we offer - barricades, cones, warning
lights and message boards. These services are three times larger than those of
our next closest traffic competitor. Highway capacity has not kept pace with
automobile growth. Since 1970 licensed vehicles have grown by 87% while highway
capacity has increased only by 6%. The combination of our crowded roads, plus
the fact that a lot of our roads need repair, should fuel strong growth to
support this revenue stream for many years to come.

         Let me take a moment or two to tell you about our growing merchandise
business, in which we sell a variety of items such as boots, hard hats and
gloves that customers typically use on the job. Our branches now generate about
$175 million of annual revenue selling merchandise, with good gross margins. We
believe that we can double the size of this business over the next two or three
years at our existing branch network with little additional cost.

         In closing, I'd like to note that over the past year we took advantage
of the less favorable economic environment to strengthen our company. We
increased our market share, we reduced our costs by $35 million, and we
identified an additional $15 million to $20 million


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of costs to take out of the business this year. We generated significant cash
flow in 2001 and paid down $247 million in debt and synthetic lease obligations.
Finally, we have significant operating leverage - about 75% of our costs are
either fixed or semi-variable. As the economy revives, we should be able to
increase the percentage of additional revenue that flows to our bottom line.

         Now I'd like to introduce Mike Nolan, our chief financial officer.

Michael Nolan:

         Thanks, Wayland, and good morning everyone.

         I'd like to start my part of the presentation by reviewing some
financial highlights:

         Revenue for last year was about $2.9 billion, which reflects a
deliberate $200 million reduction in used equipment sales. Our same-store rental
revenue growth of 5.6% was very strong given the tough economic conditions. For
2002, we expect $2.9 billion in revenues. With the economic recovery that is
anticipated for later this year, we would expect 2003 same-store rental revenue
growth of 10% and total revenue of $3.34 billion. I might note that during
strong economic times our company has achieved same-store rental growth in the
mid-teens.

         EBITDA for 2001 was about $920 million. We expect to generate about
$935 million of EBITDA this year. Next year, with the anticipated economic
recovery and the significant operating leverage that Brad and Wayland discussed,
we think that EBITDA should increase by 20% and reach $1.13 billion.

         We expect earnings for 2001 of about $1.55 per share before charges
that were previously reported for the second quarter -- still very strong
considering economic conditions and the fact that our decision to lower used
equipment sales reduced earnings by about 40 cents per share. We estimate that
FAS 142 will increase our EPS from 2002 onwards by 40 to 45 cents per share. We
think that EPS for 2002 should be about $1.95. With the anticipated economic
recovery and our significant operating leverage, we would expect that 2003 EPS
should increase 43%, to $2.80 per share.

         I want to emphasize the excellent returns we achieve on equipment that
we purchase for our fleet. Assume that we purchase a piece of equipment for
$100,000, a price that is already discounted because of our purchasing power. At
utilization rates typical of a healthy economy, we would rent that item for
about $62,700 a year for five years and then sell it through our retail sales
network for about $67,000. When you assume fully loaded operating costs,
including corporate overhead, the after tax, unlevered IRR is 16.4%. If you take
the same piece of equipment and look at it as just one incremental piece on a
yard, deducting only the variable costs at the branch level, the IRR increases
to 35.1%.

         At December 31, 2001, our capitalization included $1.51 billion of
senior debt, or about 1.7 times 2001 EBITDA. We had $952 million of subordinated
debt outstanding, and total debt was $2.46 billion, or about 2.7 times EBITDA.
Our EBITDA-to-interest coverage was approximately 3.8 times; we expect to have
coverage of about 4.1 times this year. At year end, we had only $71 million
drawn on our $750 million revolver and $202 million drawn on our $250 million
accounts receivable securitization, giving us excellent liquidity.

         In summary, I'd like to highlight the following:

         o        United Rentals is the clear leader in a rapidly growing
                  industry, and we are capitalizing on the significant
                  advantages of our larger size.

         o        The equipment rental industry continues to demonstrate strong
                  organic growth as more and more equipment users recognize the
                  advantages of renting equipment.


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         o        We have strong operating management in place, and have
                  established a solid infrastructure that can easily handle our
                  anticipated future growth.

         o        Our company achieves excellent returns on fleet investment,
                  with incremental returns as high as 35%.

         o        The company is very well positioned to resume rapid revenue
                  growth as the economy recovers, and even greater earnings
                  growth because of our strong operating leverage.

Thank you, and we appreciate your time and interest.

                           Forward-Looking Disclaimer

         Certain statements set forth above 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) unfavorable economic and industry conditions can reduce demand
and prices for the Company's products and services, (2) governmental funding for
highway and other construction projects may not reach expected levels, (3) the
Company may not have access to capital that it may require, and (4) any
companies that United Rentals acquires could have undiscovered liabilities and
may be difficult to integrate. 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.


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