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): October 16, 2008

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
(States or Other Jurisdiction of Incorporation)	(Commission file Numbers)	(IRS Employer Identification Nos.)

Five Greenwich Office Park, Greenwich, CT	06831
(Address of Principal Executive Offices)	(Zip Code)

Registrants’ 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:
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)
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 3.03. Material Modification to Rights of Security Holders.

          On October 16, 2008, United Rentals, Inc. (the “Company”) amended the Rights Agreement between the Company and American Stock Transfer & Trust Company, as Rights Agent, dated as of September 28, 2001, as amended by the First Amendment to the Rights Agreement, dated as of July 22, 2007 (as amended, the “Rights Agreement”). The amendment (the “Second Amendment to the Rights Agreement”), which was effective October 16, 2008, reduces the beneficial ownership threshold required to trigger rights under the Rights Agreement from a 25% ownership interest to a 15% ownership interest.

          The foregoing description of the Second Amendment to the Rights Agreement is qualified in its entirety by reference to the full text of the Second Amendment to the Rights Agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

          On October 17, 2008, the Company issued a press release announcing the amendment to the Rights Agreement, a copy of which is filed as Exhibit 99.1 hereto, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibits

4.1	Second Amendment to the Rights Agreement, dated as of October 16, 2008, between United Rentals, Inc. and American Stock Transfer & Trust Company.
99.1	Press release of United Rentals, Inc, dated October 17, 2008.

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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 16^th day of October, 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

3

EX-4.1

Exhibit 4.1

SECOND AMENDMENT TO THE RIGHTS AGREEMENT

          SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of October 16, 2008, to the Rights Agreement, dated as of September 28, 2001, as amended by the First Amendment to the Rights Agreement, dated as of July 22, 2007 (as amended, the “Rights Agreement”), between United Rentals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Co., as rights agent (the “Rights Agent”). Capitalized terms not otherwise defined in this Amendment shall have the meaning ascribed to such terms in the Rights Agreement.

                    WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement;

                    WHEREAS, under the Rights Agreement, the Company and the Rights Agent may amend the Rights Agreement at any time prior to the time any Person becomes an Acquiring Person, which has yet to occur;

                    WHEREAS, the Board of Directors of the Company has determined that it is necessary and desirable to amend the Rights Agreement to lower the thresholds set forth in Section 1(a) and 3(a) of the Rights Agreement to 15%, in each case as set forth in this Amendment;

                    WHEREAS, (i) Section 28 of the Rights Agreement provides that the Company may supplement or amend any provision of this Agreement without the approval of any holders of the Rights (subject to limited exceptions that do not apply for purposes hereof); (ii) pursuant to Section 28 of the Rights Agreement, an appropriate officer of the Company has delivered a certificate to the Rights Agent stating that the proposed supplements and amendments to the Rights Agreement set forth in this Amendment are in compliance with Section 28 of the Rights Agreement; and (iii) pursuant to the terms of the Rights Agreement and in accordance with Section 28 thereof, the Company has directed that the Rights Agreement should be amended and supplemented as set forth in this Amendment.

                    NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

1. Amendments to Rights Agreement.

(a)	As set forth in Section 1(a) of the Rights Agreement, the threshold of Beneficial Ownership by a Person (together with all Affiliates and Associates) of 25% of the number of Common Shares of the Company then outstanding at which such Person shall, subject to the provisions of the Agreement, be deemed to be an Acquiring Person is hereby changed to 15%.
(b)	Section 1(a) of the Rights Agreement is amended to add the following sentence to the end thereof:

	“Notwithstanding anything in this Agreement to the contrary, any Person who as of October 16, 2008 beneficially owns 15% or more of the Common Shares of the Company then outstanding shall not become an Acquiring Person unless such Person shall after October 16, 2008 increase its beneficial ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) 15% or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after October 16, 2008 plus (ii) .001%.”
(c)	Section 3 of the Rights Agreement is hereby amended such that all references to “25%” in that Section shall be deleted and substituted with “15%” in lieu thereof.
(d)	Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof:
	“Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result of, any Person who as of October 16, 2008 beneficially owns 15% or more of the Common Shares of the Company then outstanding, unless, after October 16, 2008, such Person increases its beneficial ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) 15% or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after October 16, 2008 plus (ii) .001%.”

          2.     Interpretation. The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby.

          3.     Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment, and of the Rights Agreement, shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

          4.     Effectiveness. This Amendment shall be deemed effective as of the date first written above. Except as expressly amended herein, all other terms and conditions of the Rights Agreement shall remain in full force and effect.

          5.     Governing Law. This Amendment shall be deemed a contract made under the laws of the State of Delaware, and for all purposes of this Amendment shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State;

          6.     Counterparts. This Amendment may be executed in any number of counterparts (including by facsimile), each of which shall be an original and all of which shall constitute one and the same document.

                    IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the day and year first above written.

Attest:		UNITED RENTALS, INC.
By:     /s/ Joli Lyn Gross		By:     /s/ Roger E. Schwed
	Name: Joli Lyn Gross		Name: Roger E. Schwed
	Title: Vice President and Assistant Secretary		Title: Executive Vice President and General Counsel

Attest:		AMERICAN STOCK TRANSFER & TRUST CO., as Rights Agent
By:     /s/ Jessenia Tejada		By:     /s/ Joseph Alicia
	Name: Jessenia Tejada		Name: Joseph Alicia
	Title: Account Executive		Title: Vice President

EX-99.1

Exhibit 99.1

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

UNITED RENTALS AMENDS SHAREHOLDER RIGHTS PLAN

GREENWICH, Conn. — October 17, 2008 — United Rentals, Inc. (NYSE: URI) today announced that its Board of Directors has amended the company’s Shareholder Rights Plan to reduce the triggering threshold under the Plan to 15% from its previous level of 25%. As a result of the amendment, and subject to certain exceptions, the Rights will be triggered if a person or group acquires beneficial ownership of 15% or more of the company’s common shares.

          Any current holder of more than 15% of the company’s common stock will not trigger the Rights, however, unless it subsequently acquires an additional .001% of the company’s common shares.

          The reduction of the company’s unusually high triggering threshold was adopted in light of the current volatile state of the equity market, and the company’s current lower share price. The company did not otherwise amend the Plan or extend its duration.

          A copy of the amendment to the company’s amended Shareholder Rights Plan is being filed on a Form 8-K today with the Securities and Exchange Commission.

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world, with an integrated network of over 665 rental locations in 48 states, 10 Canadian provinces and Mexico. The company’s approximately 10,500 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 $4.3 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,” or “should,” 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. For a description of 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