8-K

UNITED STATES
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 16, 2009

UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact Names of Registrants as Specified in their Charters)

Delaware	001-14387	06-1522496
Delaware	001-13663	06-1493538
(States or Other Jurisdictions	(Commission File Numbers)	(IRS Employer
of Incorporation)		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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(b). Departure of Director.

On January 16, 2009, Wayland R. Hicks, a director of United Rentals, Inc. (the “Company”), tendered notice of his resignation, to be effective as of March 1, 2009, to Jenne K. Britell, chairman of the board of directors of the Company (the “Board”). The Board has accepted Mr. Hicks’ resignation.

Item 5.02(d). Election of New Directors.

On January 16, 2009, the Board elected José B. Alvarez, Bobby J. Griffin and Filippo Passerini as directors of the Company. At this time, none of the new directors has been appointed to serve on any particular committee of the Board.

As compensation for their service on the Board, each of the new directors will receive (i) annual retainer fees of $60,000 for serving as director, (ii) meeting attendance fees of $2,000 for each Board meeting attended, and (iii) an annual equity grant of $60,000 in fully vested RSUs, generally to be paid after three years (subject to acceleration in certain circumstances). They also will be eligible to participate in a medical benefits program (comparable to that offered to our employees), at their own cost, and in United Rentals, Inc. Deferred Compensation Plan for Directors, under which our non-employee directors may elect to defer receipt of the fees that would otherwise be payable to them. In accordance with the Company’s customary practice, the Company is entering into indemnification agreements with each of the new directors substantially in the form filed as an exhibit to the Company’s annual report on Form 10-K for the year ended December 31, 2007. If any of the new directors is appointed to serve on one or more of our committees, he will receive certain additional compensation.

A copy of the press release issued by the Company on January 22, 2009, which announces the new appointments and the background of each new director, is included as Exhibit 99.1 to this report. The press release also reports the resignation of Mr. Hicks.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.	Description
Exhibit 99.1	Press release, issued by the Company on January 22, 2009

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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.

Date: January 22, 2009.

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

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EX-99.1

Exhibit 99.1

United Rentals Board Elects Three New Directors

Announces Resignation of Vice Chairman Wayland Hicks

GREENWICH, Conn. – January 22, 2009 – United Rentals, Inc. (NYSE: URI) today announced that José B. Alvarez, Bobby J. Griffin and Filippo Passerini have joined the company’s board of directors, effective immediately. The company also announced that Vice Chairman Wayland Hicks will resign his directorship, effective March 1, 2009.

José Alvarez joins the faculty of the Harvard Business School on February 1. Most recently, he was the Executive Vice President – Global Business Development for Royal Ahold NV, one of the world’s largest grocery retailers. Alvarez joined Royal Ahold in 2001 and subsequently held several key senior management positions, including President and Chief Executive Officer of the company’s Stop & Shop and Giant-Landover brands. Previously, he served in executive positions at Shaw’s Supermarket, Inc. and American Stores Company. Alvarez serves as a director of The TJX Companies, Inc. He holds an MBA degree from the University of Chicago Graduate School of Business and a AB degree from Princeton.

Bobby Griffin has more than 25 years of executive experience in the transportation logistics industry, including 20 years with Ryder Systems, Inc. where he most recently served as President – International Operations. Prior to Ryder, Griffin was an executive at ATE Management and Service Company, Inc., which was acquired by Ryder in 1986. He serves as a director of Hanesbrands Inc. Griffin holds an MA degree from the University of Cincinnati and a BA degree from Morgan State University.

Filippo Passerini is President of Procter & Gamble’s Global Business Services (GBS) organization and Chief Information Officer. The organization he leads provides more than 85 services to P&G employees around the globe. Passerini joined P&G in 1981 and has held executive positions in the U.K., Greece, Italy, the U.S., Latin America and Turkey. He is a native of Italy, with a degree from the University of Rome.

Jenne Britell, chairman of United Rentals, said, “We are delighted to welcome José, Bobby and Filippo to our board of directors. They are highly seasoned executives whose expertise will be instrumental in helping our company expand its leadership position in equipment rental. Both José and Bobby are widely regarded for leading innovations in supply chain and logistics management, while Filippo is globally recognized for his ability to transform information technology into a strategic business partner.”

Britell added, “The board and I greatly appreciate Wayland’s many contributions over his more than 10 years of service to United Rentals, first as a senior executive and then as a valued member of the board. Wayland has worked tirelessly to advance our company, to the great benefit of all our stakeholders.”

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world, with an integrated network of over 625 rental locations in 48 states, 10 Canadian provinces and Mexico. The company’s approximately 9,800 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 $4.1 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 unitedrentals.com.

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Contact:
Fred Bratman
(203) 618-7318
Cell: (917) 847-4507
fbratman@ur.com