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) March 12, 2002

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

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

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)


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Item 9.  Regulation FD Disclosure.

         Attached as Exhibit 99.1 hereto, and incorporated herein, is a summary
of remarks made by Michael J. Nolan, Chief Financial Officer of United Rentals,
Inc., at an investor conference held on March 12, 2002.

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

Exhibits

99.1     Summary of Remarks made by Michael J. Nolan,  Chief Financial Officer
         of United Rentals, Inc., at 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 13th day of March 2002.

                                     UNITED RENTALS, INC.



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



                                     UNITED RENTALS (NORTH AMERICA), INC.



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



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EX-99.1

                                                                    Exhibit 99.1

                     New York City Investor Day Conference

                                 March 12, 2002

         Summary of Remarks by Michael J. Nolan, Chief Financial Officer

                      See forward-looking disclaimer at end

         Since 1998 our revenue has grown at a compounded annual rate of 33% and
during that same time period we have averaged 15.7% same store rental revenue
growth. Our gross margins have ranged from 35% to 37% over the last four years,
and our operating margin has averaged 17.6%. We generated $919 million of EBITDA
last year. Our EBITDA margins have averaged 33%. Our EPS has grown at a rate of
16% over the last four years. EPS was $1.89 in 2000 and $1.56 in 2001. Last year
we generated $346 million of free cash flow from operations and repaid about
$247 million of debt, even after $497 million of capital expenditures.

         In projecting results for 2002, our underlying assumption is that the
economic recovery picks up during the second half of the year. We expect 2002 to
be essentially flat for both revenue and EPS. We expect that rental revenue will
grow on a same store basis of about 2%, that we will sell around $175 million of
used equipment and that other revenue will decline about 9%, due to lower new
equipment sales. This should give us about $2.9 billion of revenue for 2002.
From an earnings perspective, EPS should be basically flat at $1.95 per share,
with all of the increase attributable to the 40 to 45 cents a share impact from
the change in accounting for goodwill amortization. We estimate that the
adoption of FAS 142 will give us a pre-tax charge of about $350 million.

         Here is how we project results by quarter in 2002. We expect a
year-over-year pricing decline of 3.2% in the current quarter, which is somewhat
exaggerated by last years first quarter's strong comps, and we expect 2.5%
negative same store growth and 50% dollar utilization. In the second quarter we
project 1.3% year-over-year pricing declines, no same store growth and 62%
dollar utilization. We feel the third quarter of this year is when we should
begin to see a positive turn in the business -- we expect 1.1% year-over-year
pricing declines, 4.4% same store growth and 65% dollar utilization. For the
fourth quarter we expect flat year-over-year pricing, 5.5% same store growth and
57% dollar utilization. For the full year, we expect 1.3% year-over-year pricing
declines, 2% same store growth and 59% dollar utilization.

         In projecting results for 2003, we assume that the economic recovery
picks up during the second half of 2002 and continues throughout 2003. We expect
to see a return to positive pricing, but have conservatively projected a
utilization rate of 61%. We see total revenue for the year growing 15 1/2% and
earnings going to $2.80 per share. Rental revenue is expected to grow on a same
store basis by 10%, with one point each coming from pricing and time utilization
and 8 points from unit growth. With our significant operating leverage, which I
will discuss later, 32% of the incremental revenue should drop to the pre-tax
line and would add about 40 cents a share in earnings. We plan to return to
normalized levels of used equipment sales next year and therefore should



generate about $350 million in sales. The incremental $175 million of revenue
should add about 35 cents in earnings, assuming an overall gross margin on these
sales of 37%. Other revenue is expected to increase about 10%, which should add
about 5 cents a share and reduced debt levels should add another 5 cents through
lower interest costs. So, for 2003 we expect $3.35 billion of revenue, $697
million of operating income, $1.12 billion of EBITDA and EPS of $2.80.

         Our business has significant operating leverage because 75% of cost of
rentals is either fixed or semi-variable. For example, if we had a 10% increase
in rental revenue, we would expect our variable costs to increase by a like
amount, but would expect our semi-variable costs, which is primarily labor, to
increase by only 5% and our fixed costs to remain the same. This should result
in flow-through to the bottom line of 67 cents of every dollar of incremental
revenue. Said another way, with a 10% increase in rental revenue, we would
expect an 18% increase in gross profit.

         In 2002 year we expect to generate about $350 million of free cash flow
from operations, after spending about $365 to $395 million in rental capex and
$40 million of non-rental cap ex. In 2003, even after spending about $850 to
$875 million on purchases for the rental fleet, we expect to generate about $90
million of free cash flow from operations. The business is now self-financing to
support same store rental revenue growth of about 12-1/2 to 13%.

         We finished last year with $2.46 billion of debt, which was about 2.7
times EBITDA. We maintained EBITDA to interest coverage with a ratio of 3.8
times. Our leverage targets are debt to EBITDA of 2.5 times and EBITDA to
interest of 4 times. We should end 2002 with about $2.21 billion of debt, which
would be about 2.4 times EBITDA, and our coverage should be about 4.2 times.

                           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.