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 17, 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
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(States or Other Jurisdictions  (Commission file Numbers)    (IRS Employer
        of Incorporation)                                 Identification Nos.)


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


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




Item 5. Other
        -----

        On December 17, 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 17, 2002

































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                                   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 17th 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























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EX-99.1

                                                                    EXHIBIT 99.1

[LOGO] UNITED
       RENTALS
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
- ---------------------

UNITED RENTALS PRICES SENIOR NOTES OFFERING
- -------------------------------------------

         GREENWICH, CT, December 17, 2002 - United Rentals, Inc. (NYSE:URI)
announced today that it priced its offering of $210 million aggregate principal
amount of 10-3/4% Senior Notes due 2008. The initial offering price will be
97.045% of the aggregate principal amount, resulting in an effective yield of
11.50%. The Notes will have terms substantially the same as those of the
Company's outstanding 10-3/4% Senior Notes due 2008 issued in April 2001. The
transaction is expected to settle on December 24, 2002.

         The Company expects to use the net proceeds of the offering to repay
approximately $99 million of outstanding term loans and $99 million of
outstanding borrowings under its revolving credit facility. In connection with
the offering, the Company expects to enter into an amendment to its senior
credit facility that, among other things, would give the Company greater
flexibility with respect to certain financial ratios through the end of 2004 and
reduce the maximum borrowings available under the Company's revolving credit
facility from $750 million to $650 million. Completion of the offering is
conditioned on this amendment being obtained.

         The Notes are offered pursuant to Rule 144A and Regulation S under the
Securities Act of 1933. The Notes have not been 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 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.

         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
offering has not been completed 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

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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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