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 29, 2003

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 Jurisdictions	(Commission file Numbers)	(IRS Employer
of Incorporation)		Identification Nos.)

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

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

Item 5.     Other

On October 29, 2003, we issued the press release attached hereto as exhibit 99.1 relating to our offering of senior subordinated notes. We plan to use the net offering proceeds for the following purposes: (i) approximately $424 million to redeem $205 million face amount of outstanding 8.80% Senior Subordinated Notes due 2008 and $200 million face amount of outstanding 9½% Senior Subordinated Notes due 2008 and (ii) the balance to buy out existing equipment leases and/or for general corporate purposes. In connection with the redemption of these outstanding notes, we expect to incur an aggregate charge of approximately $26.2 million attributable to the redemption price premium and the need to write-off previously capitalized financing costs relating to such notes. In addition, to the extent we buy out equipment leases we may incur additional material charges attributable to the costs associated with the buy-out.

Item 7.     Exhibits

Exhibit
99.1	Press release of United Rentals, Inc., dated October 29, 2003

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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 29th day of October, 2003.

UNITED RENTALS, INC.
By:	/S/   JOHN N. MILNE
	Name:  John N. Milne
	Title:    President and Chief Financial Officer
UNITED RENTALS (NORTH AMERICA), INC.
By:	/S/     JOHN N. MILNE
	Name:   John N. Milne
	Title:     President and Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

UNITED RENTALS PRICES SENIOR SUBORDINATED NOTES OFFERING

GREENWICH, CT, October 29, 2003 United Rentals, Inc. (NYSE:URI) announced today that it priced its previously announced offering of senior subordinated notes. The size of the offering was increased to $525 million from the previously announced $450 million. The notes will bear interest at 7.75% and be due in 2013.

The company expects to use approximately $424 million of the offering net proceeds to redeem $205 million face amount of outstanding 8.80% Senior Subordinated Notes due 2008 and $200 million face amount of outstanding 9 1/2% Senior Subordinated Notes due 2008. The balance will be used to buy out existing equipment leases and/or for general corporate purposes. Completion of this offering is conditioned on the company obtaining an amendment to its senior credit facility allowing the planned redemption of outstanding notes.

The offering will be made in a transaction exempt from the registration requirements of the Securities Act of 1933. The notes offered have not been, and will not be, registered under the Securities Act of 1933. Accordingly, the notes may not be offered or sold in the United States absent registration under the Securities Act of 1933 or an applicable exemption from the registration requirements.

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. Actual results and events may differ from those forecast. The offering has not yet been completed and completion is subject to customary closing conditions and the additional condition described above. Furthermore, the expected use of proceeds may change based upon the changing needs of the company. 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, except to the extent required by law.

Contact: Fred Bratman

Vice President, Corporate Communications

United Rentals, Inc.

(203) 618-7323

fbratman@ur.com