<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                              United Rentals, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
         (State or Other Jurisdiction of Incorporation or Organization)


                                   06-1522496
                      (I.R.S. Employer Identification No.)

                           Four Greenwich Office Park
                          Greenwich, Connecticut 06830
                                 (203) 622-3131
                    (Address of Principal Executive Offices)



                         1.  1997 Stock Option Plan
                         2.  1998 Stock Option Plan
                         3.  1998 Supplemental Stock Option Plan
                              (Full Title of Plan)

                               Bradley S. Jacobs
                           Four Greenwich Office Park
                          Greenwich, Connecticut 06830
                    (Name and Address of  Agent For Service)

                                 (203) 622-3131
          (Telephone Number, Including Area Code of Agent For Service)

  A copy of all communications, including communications sent to the agent for
                          service, should be sent to:

         Joseph  Ehrenreich, Esq.                  Stephen M. Besen, Esq.
 Ehrenreich Eilenberg Krause & Zivian LLP        Weil, Gotshal & Manges LLP
            11 East 44th Street                       767 Fifth Avenue
            New York, NY 10017                       New York, NY 10153
              (212) 986-9700                           (212) 310-8000
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                         Proposed                            
                                                                          Maximum                            
                                                 Proposed  Maximum       Aggregate                           
Title of Securities to       Amount to be       Offering Price Per    Offering Price           Amount of     
 be Registered             Registered(1)(2)          Share (3)              (3)            Registration Fee  
----------------------     ----------------     ------------------    ---------------    -------------------- 
-------------------------------------------------------------------------------------------------------------
<S>                      <C>                    <C>                  <C>                <C>
Common Stock, par                                            
    value $0.01 per           
    share                    10,750,000               $20.28             $218,010,000          $60,607
-------------------------------------------------------------------------------------------------------------
</TABLE>

     (1) Represents (i) 5,000,000 shares that may be issued pursuant to options
granted (or that may hereafter be granted) pursuant to the Registrant's 1997
Stock Option Plan, (ii) 3,000,000 shares that may be issued pursuant to options
granted (or that may hereafter be granted) pursuant to the Registrant's 1998
Stock Option Plan and (iii) 2,750,000 shares that may be issued pursuant to
options granted (or that may hereafter be granted) pursuant to the Registrant's
1998 Supplemental Stock Option Plan.

     (2) This Registration Statement also registers an indeterminate number of
shares of Common Stock which may become issuable pursuant to the antidilution
provisions of the plans to which this Registration Statement relates.

     (3) Calculated solely for the purpose of determining the registration fee
based upon the average of the assumed offering prices of the shares determined
pursuant to Rules 457(h).  In the case of shares purchasable upon exercise of
outstanding options, such assumed offering price is the exercise price provided
for in the relevant option .  In the case of shares purchasable upon exercise of
options that may hereafter be granted, such assumed offering price is $31.625,
the average of the high and low sales price of the Company's Common Stock on
January 5, 1999 as reported on the New York Stock Exchange Composite Tape.
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                               EXPLANATORY NOTE
                               ----------------

     As permitted by the rules of the Securities and Exchange Commission, this
Registration Statement omits the information specified in Part I of Form S-8.
The documents containing the information specified in Part I will be delivered
to the participant in the plans covered by this Registration Statement  as
required by Rule 428(b) promulgated under the Securities Act of 1933, as
amended.  Such documents are not being filed with the Securities and Exchange
Commission as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of such Act.









                                      I-1
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant, United Rentals, Inc., a Delaware
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference in this registration
statement:

        .  Annual Report on Form 10-K for the year ended December 31, 1997;

        .  Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
           June 30, 1998 and September 30, 1998;

        .  Current Report on Form 8-K dated January 27, 1998 and Amendment No. 1
           thereto on Form 8-K/A dated February 4, 1998;

        .  Current Report on Form 8-K dated June 18, 1998 and Amendment No. 1
           thereto on Form 8-K/A dated July 21, 1998;

        .  Current Report on Form 8-K dated June 19, 1998;

        .  Current Report on Form 8-K dated July 21, 1998;

        .  Current Report on Form 8-K dated August 7, 1998;

        .  Current Report on Form 8-K dated September 16, 1998;

        .  Current Report on Form 8-K dated October 9, 1998;

        .  Current Report on Form 8-K dated December 15, 1998;

        .  Current Report on Form 8-K dated December 24, 1998 ; and

        .  Registration Statement on Form 8-A dated November 7, 1998 (filed on
           December 3, 1998) and Registration Statement on Form 8-A dated August
           6, 1998.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered hereby have
been sold or which deregisters all then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

                                      II-1
<PAGE>
 
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares of Common Stock registered hereby have been
passed upon for the Company by Ehrenreich Eilenberg Krause & Zivian LLP.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Certificate of Incorporation (the "Certificate") of the Company
provides that a director will not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law (the "Delaware Law"), which
concerns unlawful payments of dividends, stock purchases or redemptions, or (iv)
for any transaction from which the director derived an improper personal
benefit. If the Delaware Law is subsequently amended to permit further
limitation of the personal liability of directors, the liability of a director
of the Company will be eliminated or limited to the fullest extent permitted by
the Delaware Law as amended.

     The Registrant, as a Delaware corporation, is empowered by Section 145 of
the Delaware Law, subject to the procedures and limitation stated therein, to
indemnify any person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with any threatened, pending or completed action, suit or proceeding
in which such person is made a party by reason of his being or having been a
director, officer, employee or agent of the Registrant.  The statute provides
that indemnification pursuant to its provisions is not exclusive of other rights
of indemnification to which a person may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors, or otherwise.  The
Company has entered into indemnification agreements with  its directors and
officers.  In general, these agreements require the Company to indemnify each of
such persons against expenses, judgments, fines, settlements and other
liabilities incurred in connection with any proceeding (including a derivative
action) to which such person may be made a party by reason of the fact that such
person is or was a director, officer or employee of the Company or guaranteed
any obligations of the Company, provided that the right of an indemnitee to
receive indemnification is subject to the following limitations: (i) an
indemnitee is not entitled to indemnification unless he acted in good faith and
in a manner that he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such conduct was unlawful and
(ii) in the case of a derivative action, an indemnitee is not entitled to
indemnification in the event that he is judged in a final non-appealable
decision of a court of competent jurisdiction to be liable to the Company due to
willful misconduct in the performance of his duties to the Company (unless and
only to the extent that the court determines that the indemnitee is fairly and
reasonably entitled to indemnification).

     Pursuant to Section 145 of the Delaware Law, the Registrant has purchased
insurance on behalf of its directors and officers against any liability asserted
against or incurred by them in such capacity or arising out of their status as
such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                      II-2
<PAGE>
 
ITEM 8. EXHIBITS.

        4.1   Amended and Restated Certificate of Incorporation of the
              Registrant dated August 5, 1998 (incorporated by reference to
              Exhibit 3.1 to the Registrant's Report on Form 10-Q for the
              quarterly period ended June 30, 1998)
--------------------------------------------------------------------------------
        4.2   Certificate of Amendment to the Registrant's Certificate of
              Incorporation dated September 29, 1998 (incorporated by reference
              to Exhibit 4.2 to the Registrant's Registration Statement on Form
              S-3 , No. 333-70151)
--------------------------------------------------------------------------------
        4.3   By-laws of the Registrant (incorporated by reference to Exhibit
              3.2 to the Registrant's Report on Form 10-Q for the quarterly
              period ended June 30, 1998)
--------------------------------------------------------------------------------
        4.4   1997 Stock Option Plan (incorporated by reference to Exhibit 10(b)
              to the Registration Statement of United Rentals, Inc, on Form S-1
              , No. 333-39117)
--------------------------------------------------------------------------------
        4.5   1998 Stock Option Plan (incorporated by reference to Exhibit 99.1
              to the Registrant's Registration Statement on Form S-4 , No. 333-
              63171)
--------------------------------------------------------------------------------
        4.6   1998  Supplemental Stock Option Plan
--------------------------------------------------------------------------------
        5.1   Opinion of Ehrenreich Eilenberg Krause & Zivian LLP
--------------------------------------------------------------------------------
       23.1   Consent of Ehrenreich Eilenberg Krause & Zivian LLP (included in
              Exhibit 5.1)
--------------------------------------------------------------------------------
       23.2   Consent of Ernst & Young LLP
--------------------------------------------------------------------------------
       23.3   Consent of PricewaterhouseCoopers LLP
--------------------------------------------------------------------------------
       23.4   Consent of KPMG  LLP
--------------------------------------------------------------------------------
       23.5   Consent of Webster Duke & Co.
--------------------------------------------------------------------------------
       23.6   Consent of Grant Thornton LLP
--------------------------------------------------------------------------------
       23.7   Consent of KPMG LLP
--------------------------------------------------------------------------------
       23.8   Consent of Battaglia, Andrews & Moag, P.C.
--------------------------------------------------------------------------------
       23.9   Consent of Moss Adams LLP
--------------------------------------------------------------------------------
       23.10  Consent of BDO Seidman LLP
--------------------------------------------------------------------------------
       23.11  Consent of PricewaterhouseCoopers LLP
--------------------------------------------------------------------------------
       23.12  Consent of Altschuler, Melvoin and Glasser LLP
--------------------------------------------------------------------------------
       23.13  Consent of PricewaterhouseCoopers LLP
--------------------------------------------------------------------------------

                                      II-3
<PAGE>
 
--------------------------------------------------------------------------------
       23.14  Consent of Beene Garter LLP
--------------------------------------------------------------------------------
       23.15  Consent of McGladrey & Pullen LLP
--------------------------------------------------------------------------------
       23.16  Consent of Schalleur & Surgent, LLC
--------------------------------------------------------------------------------
       23.17  Consent of KPMG LLP
--------------------------------------------------------------------------------

ITEM 9.  UNDERTAKINGS

         (a)  The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

              .    (i)   To include any prospectus required by Section 10(a)(3)
                   of the Securities Act of 1933;

              .    (ii)  To reflect in the prospectus any facts or events
                   arising after the effective date of the Registration
                   Statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in the
                   Registration Statement;

              .    (iii) To include any material information with respect to the
                   plan of distribution not previously disclosed in the
                   Registration Statement or any material change to such
                   information in the Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference in the
         Registration Statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities and Exchange
Act of 1934) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against 

                                      II-4
<PAGE>
 
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-5
<PAGE>
 
                               EXPLANATORY NOTE

     The Prospectus that is being filed with this Registration Statement has
been prepared in accordance with the requirements of General Instruction C to
Form S-8 and Part I of Form S-3, and may be used for reofferings of shares of
Common Stock of the Company identified in such Prospectus that constitute
"control securities" (within the meaning of such General Instruction C).





                                      I-2
<PAGE>
 
PROSPECTUS



                              UNITED RENTALS, INC.

                                  Common Stock
                          ----------------------------


     The selling security holders identified in this prospectus may sell, from
time to time, up to 7,012,500 shares of our common stock.  The selling security
holders may acquire these shares in the future pursuant to certain stock options
that we have granted to them.  These shares may be acquired by the selling
security holders, and sold by them, over an extended period of time.

     The selling security holders may sell shares:

        .    through the New York Stock Exchange, in the over-the-counter
             market, in privately negotiated transactions or otherwise;

        .    directly to purchasers or through agents, brokers, dealers or
             underwriters; and

        .    at market prices prevailing at the time of sale, at prices related
             to such prevailing market prices, or at negotiated prices.

Our common stock is traded on the New York Stock Exchange under the symbol
"URI."

     INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS.  SEE "RISK FACTORS"
BEGINNING ON PAGE 4.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.





                 The date of this prospectus is January 8, 1999
<PAGE>
 
            CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements contained in, or incorporated by reference in, this
prospectus are forward-looking in nature.  Such statements can be identified by
the use of forward-looking terminology such as "believes," "expects," "may,"
"will," "should," or "anticipates" or the negative thereof or comparable
terminology, or by discussions of strategy.  You are cautioned that our business
and operations are subject to a variety of risks and uncertainties and,
consequently, our actual results may materially differ from those projected by
any forward-looking statements. Certain of such risks and uncertainties are
discussed below under the heading "Risk Factors." We make 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.

                      WHERE  YOU CAN FIND MORE INFORMATION

     We file reports, proxy statements, and other information with the SEC.
Such reports, proxy statements, and other information can be read and copied at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549.  Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Room. The SEC maintains an internet site at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC, including our company.

                           INCORPORATION BY REFERENCE

     The SEC allows us to "incorporate by reference" the documents that we file
with the SEC.  This means that we can disclose important information to you by
referring you to those documents.  Any information we incorporate in this manner
is considered part of this prospectus. Any information we file with SEC after
the date of this prospectus will automatically update and supersede the
information contained in this prospectus.

     We incorporate by reference the following documents that we have filed with
the SEC and any filings that we will make with the SEC in the future under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
this offering is completed:

     .  Annual Report on Form 10-K for the year ended December 31, 1997;

     .  Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
        June 30, 1998 and September 30, 1998;

     .  Current Report on Form 8-K dated January 27, 1998 and Amendment No. 1
        thereto on Form 8-K/A dated February 4, 1998;

     .  Current Report on Form 8-K dated June 18, 1998 and Amendment No. 1
        thereto on Form 8-K/A dated July 21, 1998;

     .  Current Report on Form 8-K dated June 19, 1998;

     .  Current Report on Form 8-K dated July 21, 1998;

     .  Current Report on Form 8-K dated August 7, 1998;

     .  Current Report on Form 8-K dated September 16, 1998;

     .  Current Report on Form 8-K dated October 9, 1998;

                                       2
<PAGE>
 
     .  Current Report on Form 8-K dated December 15, 1998;

     .  Current Report on Form 8-K dated December 24, 1998 ; and

     .  Registration Statement on Form 8-A dated November 7, 1998 (filed on
        December 3, 1998) and Registration Statement on Form 8-A dated August 6,
        1998.

     We will provide without charge, upon written or oral request, a copy of any
or all of the documents which are incorporated by reference into this
prospectus. Requests should be directed to:  United Rentals, Inc., Attention:
Corporate Secretary, Four Greenwich Office Park, Greenwich, Connecticut 06830,
telephone number: (203) 622-3131.

                              UNITED RENTALS, INC.

GENERAL

     We are the largest equipment rental company in North America.  We offer for
rent a wide variety of equipment (on a daily, weekly, or monthly basis) and
serve customers that include construction industry participants, industrial
companies, homeowners and others.  We also sell used equipment, act as a dealer
for certain new equipment, and sell related merchandise and parts.

     Our executive offices are located at Four Greenwich Office Park, Greenwich,
Connecticut 06830.  Our  telephone number is (203) 622-3131.

COMPETITIVE ADVANTAGES

     We believe that we benefit from the following competitive advantages:

     Low-Cost Purchasing.  We have significant purchasing power due to our size
and volume purchasing. As a result, we are able to buy new equipment at prices
that are significantly lower than those generally available to smaller
companies.  We are also able to purchase many other products and services--such
as insurance, telephone service and fuel--at attractive rates.

     Operating Efficiencies.  We generally group our branches into clusters of
10 to 30 locations within a particular geographic region. Our information
technology system links all branches within a cluster and enables each branch to
track and access all equipment at any other branch within the cluster.  We
believe that our cluster strategy produces significant operating efficiencies,
including the following:

     .  the equipment within a cluster is marketed through multiple branches
        rather than a single branch--thereby increasing equipment utilization
        rates;

     .  the equipment specialties of different branches are cross-marketed--
        thereby increasing revenues without increasing marketing expense; and

     .  costs are reduced through the centralization of common functions such as
        payroll, credit and collection, and heavy maintenance.

     Full Range of Rental Equipment.  We believe that we have one of the largest
and most diverse equipment rental fleets in the industry. We believe that the
size and diversity of our fleet provide significant advantages, including
enabling us to:

     .  serve a large and diverse customer base--thereby reducing dependence on
        any particular customer;

                                       3
<PAGE>
 
     .  satisfy most or all of a customer's equipment rental needs--thereby
        increasing the revenues that can be generated from each customer;

     .  attract customers by providing the benefit of "one-stop" shopping;

     .  serve the needs of large customers--such as large industrial companies--
        which require assurance that large quantities of diverse equipment will
        be available as required; and

     .  minimize lost sales due to equipment being unavailable.

     Information Technology System. We have a modern information technology
system designed to facilitate rapid and informed decision making. This system
provides management with a wide range of real time operating and financial data-
-including data relating to inventory, receivables, customers, vendors, fleet
utilization and price and sales trends. This system also enables branch
personnel to search for needed equipment throughout a geographic region,
determine the closest location of such equipment and arrange for delivery to the
customer's work site.

     Geographic Diversity.  We believe that our geographic diversity should
reduce our sensitivity to fluctuations in regional economic conditions and
enable us to transfer equipment to regions where demand is increasing from
regions where demand is flat or decreasing.  We also believe that our geographic
diversity and large network of branch locations provide significant operating
advantages including the ability to service national accounts and access used
equipment re-sale markets across the country.

     Experienced Management.  Our senior management team includes managers with
extensive experience in the equipment rental industry and others with proven
track-records in other industries.  Our senior management is supported by our
branch managers who have substantial industry experience and knowledge of the
local markets served.  Our senior management is also supported by a team of
acquisition specialists who are engaged full-time in evaluating acquisition
candidates and executing our acquisition program.

                                  RISK FACTORS

     In addition to the other information in this document, you should carefully
consider the following factors before making an investment.

SENSITIVITY TO CHANGES IN CONSTRUCTION AND INDUSTRIAL ACTIVITIES

     Our equipment is principally used in connection with construction and
industrial activities.  Consequently, a downturn in construction or industrial
activity may lead to a decrease in demand for our equipment, which could
adversely affect our business. We have identified below certain of the factors
which may cause such a downturn either temporarily or long-term:

        .  a  general slow-down of the economy;

        .  an increase in interest rates; or

        .  adverse weather conditions which may temporarily affect a particular
           region.

                                       4
<PAGE>
 
ACQUIRED COMPANIES NOT HISTORICALLY OPERATED AS A COMBINED BUSINESS

     The businesses that we acquired have been in existence an average of 29
years and some have been in existence for more than 50 years.  However, these
businesses were not historically managed or operated as a single business.
Although we believe that we can successfully manage and operate the acquired
businesses as a single business, we cannot be certain of this.

LIMITED OPERATING HISTORY

     We commenced equipment rental operations in October 1997 with the
acquisition of six well-established rental companies and have grown through a
combination of internal growth, the acquisition of 85 additional companies
(through January 4, 1999), and a merger in September 1998 with U.S. Rentals,
Inc.  Due to the relatively recent commencement of our operations, we have only
a limited history upon which you can base an assessment of our business and
prospects.

RISKS RELATING TO GROWTH STRATEGY

     Our growth strategy is to continue to expand through a combination of
internal growth, a disciplined acquisition program and the opening of new rental
locations.  We have identified below some of the risks relating to our growth
strategy:

     AVAILABILITY OF ACQUISITION TARGETS AND SITES FOR START-UP LOCATIONS.    We
may encounter substantial competition in our efforts to acquire additional
rental companies and sites for start-up locations.  Such competition could have
the effect of increasing the prices that we will have to pay in order to acquire
such businesses and sites.  We cannot guarantee that any additional businesses
or sites that we may wish to acquire will be available to us on terms that are
acceptable to us.

     NEED TO INTEGRATE NEW OPERATIONS.  Our ability to realize the expected
benefits from completed and future acquisitions depends, in large part, on our
ability to integrate the new operations with our existing operations in a timely
and effective manner.  We, accordingly, devote substantial efforts to the
integration of new operations. We cannot, however, guarantee that these effort
will always be successful.  In addition, under certain circumstances, these
efforts could adversely affect our existing operations.

      DEBT COVENANTS.  Certain of the agreements governing our outstanding
indebtedness provide that we may not make acquisitions unless certain financial
conditions are satisfied or the consent of the lenders is obtained.  Our ability
to grow through acquisitions may be constrained as a result of these provisions.

     CERTAIN RISKS RELATED TO START-UP LOCATIONS.  We expect that start-up
locations may initially have a negative impact on our results of operations and
margins for a number of reasons, including that (1) we will incur significant
start-up expenses in connection with establishing each start-up location and (2)
it will generally take some time following the commencement of operations for a
start-up location to become profitable.  Although we believe that start-ups can
generate long-term growth, we cannot guarantee that any start-up location will
become profitable within any specific time period, if at all.

DEPENDENCE ON ADDITIONAL CAPITAL TO FINANCE GROWTH

     We will require substantial capital in order to execute our growth
strategy. We will require capital for, among other purposes, completing
acquisitions, establishing new rental

                                       5
<PAGE>
 
locations, and acquiring rental equipment. If the cash that we generate from our
business, together with cash that we may borrow under our credit facility, is
not sufficient to fund our capital requirements, we will require additional debt
and/or equity financing. We cannot, however, be certain that any additional
financing will be available or, if available, will be available on terms that
are satisfactory to us. If we are unable to obtain sufficient additional capital
in the future, our ability to implement our growth strategy could be limited.

POSSIBLE UNDISCOVERED LIABILITIES OF ACQUIRED COMPANIES

     Prior to making an acquisition, we seek to assess the liabilities of the
target company that we will become responsible for as a result of the
acquisition.  Nevertheless, we may fail to discover certain of such liabilities.
We seek to reduce our risk relating to these possible hidden liabilities by
generally obtaining the agreement of the seller to reimburse us in the event
that we discover any material hidden liabilities.  However, this type of
agreement, if obtained, may not fully protect us against hidden liabilities
because (1) the seller's obligation to reimburse us is generally limited in
duration and/or or amount and (2) the seller may not have sufficient financial
resources to reimburse us.  Furthermore, when we acquire a public company (such
as when we acquired U.S. Rentals) there is no seller from which to obtain this
type of agreement.

DEPENDENCE ON MANAGEMENT

     We are highly dependent upon our senior management team.  Consequently, our
business could be adversely affected in the event that we lose the services of
any member of senior management.  Furthermore, if we lose the services of
certain members of senior management, it is an event of default under the
agreements governing our credit facility and certain of our other indebtedness,
unless we appoint replacement officers satisfactory to the lenders within 30
days.  We do not maintain "key man" life insurance with respect to members of
senior management.

COMPETITION

     The equipment rental industry is highly fragmented and competitive. Our
competitors include public companies or divisions of public companies; regional
competitors which operate in one or more states; small, independent businesses
with one or two rental locations; and equipment vendors and dealers who both
sell and rent equipment directly to customers.  We may in the future encounter
increased competition from our existing competitors or from new companies.  In
addition, certain equipment manufacturers may commence (or increase their
existing efforts relating to) renting and selling equipment directly to our
customers.

QUARTERLY FLUCTUATIONS OF OPERATING RESULTS

     We expect that our revenues and operating results may fluctuate from
quarter to quarter due to a number of factors, including:

        . seasonal rental patterns of our customers--with rental activity
          tending to be lower in the winter;

        . changes in general economic conditions in our markets, including
          changes in construction and industrial activities;

        . the timing of acquisitions, new location openings, and related
          expenditures;

        . the effect of the integration of acquired businesses and start-up
          locations;

                                       6
<PAGE>
 
        . the timing of expenditures for new equipment and the disposition of
          used equipment; and

        . price changes in response to competitive factors.


LIABILITY AND INSURANCE

     We are exposed to various possible claims relating to our business.  These
include claims relating to (1) personal injury or death caused by equipment
rented or sold by us, (2) motor vehicle accidents involving our delivery and
service personnel and (3) employment related claims. We carry a broad range of
insurance for the protection of our asset and operations.  However, such
insurance may not fully protect us for a number of reasons, including:

     .  our coverage is subject to a deductible of $1 million and limited to a
        maximum of $97 million per occurrence;

     .  we do not maintain coverage for environmental liability, since we
        believe that the cost for such coverage is high relative to the benefit
        that it provides;

     .  certain types of claims, such as claims for punitive damages or for
        damages arising from intentional misconduct, which are often alleged in
        third party lawsuits, might not be covered by our insurance; and

     .  we cannot be certain that insurance will continue to be available to us
        on economically reasonable terms, if at all.

ENVIRONMENTAL AND SAFETY REGULATIONS

     Our equipment, facilities and operations are subject to certain federal,
state and local laws and regulations relating to environmental protection and
occupational health and safety.  These include, among other things, laws and
regulations governing wastewater discharges, the use, treatment, storage and
disposal of solid and hazardous wastes and materials, air quality and the
remediation of contamination associated with the release of hazardous
substances.  Under such laws, an owner or lessee of real estate may be liable
for, among other things, (1) the costs of removal or remediation of certain
hazardous or toxic substances located on, in, or emanating from, such property,
as well as related costs of investigation and property damage and substantial
penalties for violations of such laws, and (2) environmental contamination at
facilities where its waste is or has been disposed. Such laws often impose such
liability without regard to whether the owner or lessee knew of, or was
responsible for, the presence of such hazardous or toxic substances.  Our
activities that are or may be impacted by these laws include, but are not
limited to, the use of hazardous materials to clean and maintain equipment and
the disposal of solid and hazardous waste and wastewater from equipment washing.
In addition, we dispense petroleum products from underground and above-ground
storage tanks located at certain rental locations and are required from time to
time to remove or upgrade tanks in order to comply with applicable laws.
Furthermore, we have acquired or leased certain locations which have or may have
been contaminated by leakage from underground tanks or other sources and are in
the process of assessing the nature of the required remediation.  Based on the
conditions currently known to us, we believe that any unreserved environmental
remediation and compliance costs required with respect to those conditions will
not have a material adverse affect on our business.  However, we cannot be
certain that there are no adverse environmental conditions that are not
currently known to it, that all potential releases from underground storage
tanks removed in the 

                                       7
<PAGE>
 
past have been identified, or that environmental and safety requirements will
not become more stringent or be interpreted and applied more stringently in the
future. If we are required to incur environmental compliance or remediation
costs that are not currently anticipated by us, our business could be adversely
affected depending on the magnitude of the cost.

CONCENTRATED CONTROL

     As of the date of this prospectus, the executive officers and directors of
our company own in the aggregate more than 50% of our outstanding common stock.
As a result, these persons acting together may be able to elect the entire Board
of Directors of our company and control its affairs.

RISKS RELATED TO INTERNATIONAL OPERATIONS

     Our operations outside the United States are subject to risks normally
associated with international operations.  These include the need to convert
currencies, which could result in a gain or loss depending on fluctuations in
exchange rates, and the need to comply with foreign laws.

YEAR 2000 ISSUES

     Our software vendors have informed us that our recently-installed
information technology system is year 2000 compliant. We have, therefore, not
developed any contingency plans relating to year 2000 issues and have not
budgeted any funds for year 2000 issues. Although we believe that our system is
year 2000 compliant, unanticipated year 2000 problems may arise which, depending
on the nature and magnitude of the problem, could adversely affect our business.
Furthermore, year 2000 problems involving third parties may have a negative
impact on our customers or suppliers, the general economy or on the ability of
businesses generally to receive essential services (such as telecommunications,
banking services, etc.). Any such occurrence could adversely affect our
business.
                                USE OF PROCEEDS

     The shares covered by this prospectus are being offered by certain selling
security holders and not by our company.  Consequently,  we will not receive any
proceeds from the sale of these shares.  However, we may receive the proceeds
from the exercise of certain stock options as described below.

     The shares that may be sold under this prospectus consist of shares that
the selling security holders may acquire in the future pursuant to certain stock
options that we have granted to them. In order for a selling securtiy holder to
acquire any such shares, the selling security holder will be required to pay to
us the exercise price specified in the relevant option.  We intend to use any
proceeds that we receive from the exercise of such options for working capital
and our general corporate purposes.

                                       8
<PAGE>
 
                            SELLING SECURITY HOLDERS

     The selling security holders identified in this prospectus may sell, from
time to time, up to  7,012,500 shares of our common stock.  These shares may be
sold over an extended period of time. These shares include:

        .  up to 3,032,500 shares that may be acquired pursuant to options that
           we have granted under our 1997 Stock Options Plan; and

        .  up to 3,980,000 shares that may be acquired pursuant to options that
           we have granted under our 1998 Stock Options Plan.

     The selling security holders that may sell shares pursuant to this
prospectus are the officers and directors of our company that are identified in
the table below. The table shows the number of shares that each selling security
holder may sell pursuant to this prospectus.  If a selling security holder
transfers any of the shares shown in the table, the transferee will be
considered a selling security holder for purposes of this prospectus, provided
that (1) the transfer was a private placement and (2) the transferee is
identified in a supplement to this prospectus.

<TABLE>
<CAPTION>

                                           
Name and Position                                             Shares Covered by this Prospectus(1)             
-----------------                                   -------------------------------------------------------------   
-----------------------------------------------------------------------------------------------------------------   
                                                  Shares  Issuable  Under          Shares  Issuable Under     
                                                  Options Granted Pursuant to      Options Granted Pursuant to
                                                  the 1997 Stock Option Plan       to the 1998 Stock Option Plan               
-----------------------------------------------------------------------------------------------------------------   
<S>                                             <C>                             <C>              
Bradley S. Jacobs
Chairman, Chief Executive 
Officer and Director                                     1,200,000                       1,750,000 
-----------------------------------------------------------------------------------------------------------------
Wayland R. Hicks
Vice Chairman, Chief Operating 
Officer and Director                                       675,000                         550,000 
-----------------------------------------------------------------------------------------------------------------
John N. Milne
Vice Chairman, Chief Operating 
Officer and Director                                      300,000                         450,000 
----------------------------------------------------------------------------------------------------------------
William F. Berry
President and Director                                    275,000                         300,000
----------------------------------------------------------------------------------------------------------------
Michael J. Nolan
Chief Financial Officer                                   225,000                         290,000
----------------------------------------------------------------------------------------------------------------
John S. McKinney
Vice President, Finance and 
Director                                                  137,500                         200,000
----------------------------------------------------------------------------------------------------------------
Robert P. Miner
Vice President, Strategic 
Planning                                                   40,000                          40,000
----------------------------------------------------------------------------------------------------------------
Richard D. Colburn
Director                                                       --                          30,000
----------------------------------------------------------------------------------------------------------------
Ronald M. DeFeo
Director                                                   60,000                          30,000
----------------------------------------------------------------------------------------------------------------
</TABLE>

                                       9
<PAGE>
 
<TABLE>
<S>                                          <C>                             <C>
----------------------------------------------------------------------------------------------------------------
Richard J. Heckmann
Director                                                  60,000                          30,000
----------------------------------------------------------------------------------------------------------------
Gerald Tsai, Jr.
Director                                                  60,000                         280,000
----------------------------------------------------------------------------------------------------------------
Christian M. Weyer
Director                                                      --                          30,000
----------------------------------------------------------------------------------------------------------------
</TABLE>

     (1)  The following selling security holders (or affiliated entities) own
(or have the right to acquire) additional securities of our company which are
not covered by this prospectus: (i) Bradley S. Jacobs (10,000,100 outstanding
shares and 5,000,000 shares that may be acquired upon the exercise of warrants);
Wayland R. Hicks (105,169 outstanding shares); (iii) John N. Milne (1,428,571
outstanding shares and 714,286 shares that may be acquired upon the exercise of
warrants); (iv) William F. Berry (100 outstanding shares and 2,170,366 shares
that may be acquired upon the exercise of options); (v) Michael J. Nolan
(571,529 outstanding shares and 285,715 shares that may be acquired upon the
exercise of warrants); John S. McKinney (3,000 outstanding shares and 1,085,068
shares that may be acquired upon the exercise of options); Robert P. Miner
(285,714 outstanding shares and 142,857 shares that may be acquired upon the
exercise of warrants); Richard D. Colburn (19,823,462 outstanding shares);
Ronald M. DeFeo (3,000 outstanding shares); Richard J. Heckmann (20,000
outstanding shares); Gerald Tsai, Jr. (270,001 outstanding shares); Christian M.
Weyer (72,000 outstanding shares).

                                       10
<PAGE>
 
                             PLAN OF DISTRIBUTION

     The selling security holders may sell shares:

        .    through the New York Stock Exchange, in the over-the-counter
             market, in privately negotiated transactions or otherwise;

        .    directly to purchasers or through agents, brokers, dealers or
             underwriters; and

        .    at market prices prevailing at the time of sale, at prices related
             to such prevailing market prices, or at negotiated prices.

     If a selling security holder sells shares through agents, brokers, dealers
or underwriters, such agents, brokers, dealers or underwriters may receive
compensation in the form of discounts, commissions or concessions.  Such
compensation may be greater than customary compensation.

     To the extent required, we will use our best efforts to file one or more
supplements to this prospectus to describe any material information with respect
to the plan of distribution not previously disclosed in this prospectus or any
material change to such information.

                                 LEGAL MATTERS

     Certain legal matters relating to the shares of common stock that may be
offered pursuant to this prospectus will be passed upon for us by Weil, Gotshal
& Manges LLP, New York, New York, and Ehrenreich Eilenberg Krause & Zivian LLP,
New York, New York.

                                    EXPERTS

     Ernst & Young LLP, independent auditors, have audited the following
financial statements, as set forth in their reports, which are incorporated in
this prospectus by reference:

        .  the consolidated financial statements of United Rentals, Inc. as of
           December 31, 1997 and 1996 and for each of the two years in the
           period ended December 31, 1997 included in the Company's Current
           Report on Form 8-K dated December 15, 1998;

        .  the financial statements of Mission Valley Rentals, Inc. at June 30,
           1996 and 1997 and for the years then ended, included in the Company's
           Current Report on Form 8-K/A dated February 4, 1998;

        .  the financial statements of Power Rental Co. Inc. at July 31, 1997
           and for the year then ended, included in the Company's Current Report
           on Form 8-K/A dated July 21, 1998 and in the Company's Current Report
           on Form 8-K dated December 24, 1998;

        .  the combined financial statements of Valley Rentals, Inc. at December
           31, 1997 and for the year then ended; the financial statements of
           J&J Rental Services, Inc., at December 31, 1996 and October 22, 1997
           and for each of the two years in the period ended December 31, 1996,
           the six months ended June 30, 1997 and for the period from July 1,
           1997 to October 22, 1997; the financial statements of Bronco Hi-Lift,
           Inc. at December 31, 1996 and October 24, 1997 and for each of the
           two years in the period ended December 31, 1996 and for the period
           from January 1, 1997 to October 24, 1997; the financial statements of
           Pro Rentals, Inc. 

                                       11
<PAGE>
 
           at December 31, 1997 and for the year then ended; the combined
           financial statements of Able Equipment Rental, Inc. at December 31,
           1997 and for the year then ended; the combined financial statements
           of Channel Equipment Holding, Inc. at December 31, 1997 and for the
           year then ended; the financial statements of ASC Equipment Company,
           Inc. at December 31, 1997 and for the year then ended; and the
           combined financial statements of Adco Equipment, Inc. at December 31,
           1997 and for the year then ended, included in the Company's Current
           Report on Form 8-K dated December 24, 1998.

These financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated by reference in reliance
on reports of Ernst & Young LLP (to the extent covered by consents filed with
the Securities and Exchange Commission), given on their authority as experts in
accounting and auditing.

     The consolidated statements of income, of cash flows and of changes in
stockholders' equity of United Rentals, Inc. for the year ended December 31,
1995, included in the Company's Current Report on Form 8-K dated December 15,
1998, and the financial statements of U.S. Rentals, Inc. at December 31, 1997
and 1996 and for each of the three years in the period ended December 31, 1997,
incorporated by reference in the Company's Current Report on Form 8-K dated
October 9, 1998,  have been audited by PricewaterhouseCoopers LLP, independent
accountants, as set forth in their reports thereon included therein, and are
incorporated by reference herein in reliance on such reports given upon the
authority of such firm as experts in accounting and auditing.

     The consolidated financial statements of A&A Tool Rentals & Sales, Inc. and
subsidiary as of October 19, 1997 and October 31, 1996, and for the period from
November 1, 1996 to October 19, 1997 and for the years ended October 31, 1996
and 1995, included in the Company's Current Report on Form 8-K dated December
24, 1998, have been audited by KPMG LLP, independent certified public
accountants, as set forth in their  report thereon included therein, and are
incorporated by reference herein in reliance on such report given upon the
authority of  such firm as experts in accounting and auditing.

     The financial statements of MERCER Equipment Company included in the
Company's Current Report on Form 8-K dated December 24, 1998 have been audited
by Webster Duke & Co., independent auditors, as set forth in their reports
thereon included therein, and are incorporated by reference herein in reliance
on such reports given upon the authority of  such firm as experts in accounting
and auditing.

     The combined financial statements of Coran Enterprises, Inc. (dba A-1
Rents) and Monterey Bay Equipment Rental, Inc. included in the Company's Current
Report on Form 8-K dated December 24, 1998 have been audited by Grant Thornton
LLP, independent auditors, as set forth in their report thereon appearing
therein, and are incorporated by reference herein in reliance on such report
given upon the authority of  such firm as experts in accounting and auditing.

     The combined financial statements of BNR Group of Companies as of March 31,
1996 and 1997 and for the years ended March 31, 1996 and 1997 included in the
Company's Current Report on Form 8-K/A dated February 4, 1998; and the
consolidated financial statements of Perco Group Ltd. as of December 31, 1997
and for the year ended December 31, 1997, included in the Company's Current
Report on Form 8-K dated December 24, 1998, have been incorporated by reference
herein in reliance upon the reports of KPMG LLP, independent

                                       12
<PAGE>
 
chartered accountants, appearing therein and upon the authority of such firm as
experts in accounting and auditing.

     The audited financial statements of Access Rentals, Inc. and Subsidiary and
Affiliate, included in the Company's Current Report on Form 8-K/A dated February
4, 1998, have been incorporated by reference herein in reliance upon the report
of Battaglia, Andrews & Moag, P.C., independent certified public accountants,
210 East Main Street, Batavia, New York 14020, for the periods indicated, given
upon the authority of such firm as experts in accounting and auditing.

     The financial statements of West Main Rentals & Sales, Incorporated as of
December 31, 1997, and the year then ended, included in the Company's Current
Report on Form 8-K dated December 24, 1998, have been incorporated by reference
herein  in reliance upon the report of Moss Adams LLP, independent certified
public accountants, appearing therein and upon the authority of  such firm as
experts in accounting and auditing.

     The combined financial statements of Equipment Supply Co., Inc. and
Affiliates as of December 31, 1997 and 1996 and for each of the three years in
the period ended December 31, 1997, included in the Company's Current Reports on
Form 8-K dated July 21, 1998 and December 24, 1998, have been audited by BDO
Seidman, LLP independent certified public accountants, as set forth in their
report thereon included therein, and are incorporated by reference herein in
reliance on such report given upon the authority of  such firm as experts in
accounting and auditing.

     The consolidated financial statements of McClinch Inc. and subsidiaries as
of January 31, 1998 and August 31, 1998, and for the year ended January 31, 1998
and the financial statements of McClinch Equipment Services, Inc. as of December
31, 1997 and August 31, 1998, and for the year ended December 31, 1997, included
in the Company's Current Report on Form 8-K dated December 24, 1998, have been
audited by PricewaterhouseCoopers L.L.P., independent accountants, as set forth
in their reports thereon included therein, and are incorporated by reference
herein in reliance on such reports given upon the authority of  such firm as
experts in accounting and auditing.

     The financial statements of Lift Systems, Inc. as of December 31, 1997 and
the year then ended included in the Company's Current Report on Form 8-K dated
December 24, 1998 are incorporated by reference herein in reliance upon the
report of Altschuler, Melvoin and Glasser LLP, independent accountants,
appearing therein and upon the authority of  such firm as experts in accounting
and auditing.

     The financial statements of Reitzel Rentals Ltd. as of February 28, 1998
and for the year ended February 28, 1998, included in the Company's Current
Report on Form 8-K dated December 24, 1998, have been audited by
PricewaterhouseCoopers LLP, independent chartered accountants, as set forth in
their report thereon included therein, and are incorporated by reference herein
in reliance on such report given upon the authority of  such firm as experts in
accounting and auditing.

     The combined financial statements of Grand Valley Equipment Co., Inc. and
Kubota of Grand Rapids, Inc. as of December 31, 1997, and the year then ended,
included in the Company's Current Report on Form 8-K dated December 24, 1998,
have been audited by Beene Garter LLP, independent certified public accountants,
as set forth in their report thereon included therein, and are incorporated by
reference herein in
                                       13
<PAGE>
 
reliance on such given upon the authority of such firm as experts in accounting
and auditing.

     The financial statements of Paul E. Carlson, Inc. (d/b/a/ Carlson Equipment
Company) as of February 28, 1998, and for the year then ended, included in the
Company's Current Report on Form 8-K dated December 24, 1998, have been audited
by McGladrey & Pullen, LLP, independent auditors, as stated in their report
appearing therein, and are incorporated by reference herein in reliance on such
report given upon the authority of  such firm as experts in accounting and
auditing.

     The financial statements of Industrial Lift, Inc. as of December 31, 1997
and 1996 and the years then ended included in the Company's Current Report on
Form 8-K dated December 24, 1998 are incorporated by reference herein in
reliance upon the report of  Schalleur & Surgent, LLC, independent auditors,
appearing therein and upon the authority of  such firm as experts in accounting
and auditing.

                                       14
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in  Greenwich, Connecticut, on the 8th day of  January, 1999.

                                    United Rentals, Inc.


                                        /s/ Michael J. Nolan
                                    By:------------------------------
                                        Michael J. Nolan
                                        Chief Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities and on the respective dates indicated.  Each person whose
signature appears below hereby authorizes Bradley S. Jacobs, John N. Milne and
Michael J. Nolan and each with full power of substitution, to execute in the
name and on behalf of such person any amendment or any post-effective amendment
to this Registration Statement and to file the same, with exhibits thereto, and
other documents in connection therewith, making such changes in this
Registration Statement as the Registrant deems appropriate, and appoints each of
Bradley S. Jacobs, John N. Milne and Michael J. Nolan, each with full power of
substitution, attorney-in-fact to sign any amendment and any post-effective
amendment to this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith.


    Bradley S. Jacobs


    /s/ Bradley S. Jacobs
    ---------------------------
    Bradley S. Jacobs
    Chairman, Chief Executive Officer and Director (Principal Executive Officer)
    January 8, 1999

    Wayland R. Hicks


    /s/ Wayland R. Hicks
    --------------------------
    Wayland R. Hicks, Director
    January  8, 1999

                                      S-1
<PAGE>
 
    John N. Milne


    /s/ John N. Milne
    --------------------------
    John N. Milne, Director
    January 8, 1999
    
    
    William F. Berry
    
    
    /s/ William F. Berry
    --------------------------
    William F. Berry, Director
    January 8, 1999
    
    John S. McKinney
    
    
    /s/ John S. McKinney
    --------------------------
    John S. McKinney, Director
    January 8, 1999
    
    Richard D. Colburn
    
    
    /s/ Richard D. Colburn
    --------------------------
    Richard D. Colburn, Director
    January 8, 1999
    
    Ronald M. DeFeo
    
    
    /s/ Ronald M. DeFeo
    --------------------------
    Ronald M. DeFeo, Director
    January 8, 1999

                                      S-2
<PAGE>
 
    Richard J. Heckmann
    
    
    --------------------------
    Richard J. Heckmann, Director
    
    January   , 1999
    
    
    Gerald Tsai, Jr.
    
    
    /s/ Gerald Tsai, Jr.
    --------------------------
    Gerald Tsai, Jr., Director
    January  8, 1999
    
    
    Christian M. Weyer
    
    /s/ Christian M. Weyer    
    --------------------------
    Christian M. Weyer, Director
    January 8, 1999
    
    
    
    Michael J. Nolan
    
    
    /s/ Michael J. Nolan
    ---------------------------
    Michael J. Nolan, Chief Financial Officer
    (principal financial officer)
    January 8, 1999
    
    
    Sandra E. Welwood
    
    
    /s/ Sandra E. Welwood
    ---------------------------
    Sandra E. Welwood, Vice President Controller
    (principal accounting officer)
    January 8, 1999

                                      S-3
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 66041}]
{"company-data": {"conformed-name": "UNITED RENTALS INC /DE", "cik": "0001067701", "assigned-sic": "7359", "irs-number": "061522496", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70345", "film-number": "99503462"}, "business-address": {"street1": "FOUR GREENWICH OFFICE PARK", "city": "GREENWICH", "state": "CT", "zip": "06830", "phone": "2036223131"}, "mail-address": {"street1": "FOUR GREENWICH OFFICE PARK", "city": "GREENWICH", "state": "CT", "zip": "06830"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                              United Rentals, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
         (State or Other Jurisdiction of Incorporation or Organization)

                                   06-1522496
                      (I.R.S. Employer Identification No.)

                           Four Greenwich Office Park
                          Greenwich, Connecticut 06830
                                 (203) 622-3131
                    (Address of Principal Executive Offices)

                         1.  1997 Stock Option Plan
                         2.  1998 Stock Option Plan
                         3.  1998 Supplemental Stock Option Plan
                              (Full Title of Plan)

                               Bradley S. Jacobs
                           Four Greenwich Office Park
                          Greenwich, Connecticut 06830
                    (Name and Address of  Agent For Service)

                                 (203) 622-3131
          (Telephone Number, Including Area Code of Agent For Service)

  A copy of all communications, including communications sent to the agent for
                          service, should be sent to:

         Joseph  Ehrenreich, Esq.                  Stephen M. Besen, Esq.
 Ehrenreich Eilenberg Krause & Zivian LLP        Weil, Gotshal & Manges LLP
            11 East 44th Street                       767 Fifth Avenue
            New York, NY 10017                       New York, NY 10153
              (212) 986-9700                           (212) 310-8000
CALCULATION OF REGISTRATION FEE
Proposed                            
                                                                          Maximum                            
                                                 Proposed  Maximum       Aggregate                           
Title of Securities to       Amount to be       Offering Price Per    Offering Price           Amount of     
 be Registered             Registered(1)(2)          Share (3)              (3)            Registration Fee  
----------------------     ----------------     ------------------    ---------------    -------------------- 
-------------------------------------------------------------------------------------------------------------
Common Stock, par                                            
    value $0.01 per           
    share                    10,750,000               $20.28             $218,010,000          $60,607
-------------------------------------------------------------------------------------------------------------
(1) Represents (i) 5,000,000 shares that may be issued pursuant to options
granted (or that may hereafter be granted) pursuant to the Registrant's 1997
Stock Option Plan, (ii) 3,000,000 shares that may be issued pursuant to options
granted (or that may hereafter be granted) pursuant to the Registrant's 1998
Stock Option Plan and (iii) 2,750,000 shares that may be issued pursuant to
options granted (or that may hereafter be granted) pursuant to the Registrant's
1998 Supplemental Stock Option Plan.

     (2) This Registration Statement also registers an indeterminate number of
shares of Common Stock which may become issuable pursuant to the antidilution
provisions of the plans to which this Registration Statement relates.

     (3) Calculated solely for the purpose of determining the registration fee
based upon the average of the assumed offering prices of the shares determined
pursuant to Rules 457(h).  In the case of shares purchasable upon exercise of
outstanding options, such assumed offering price is the exercise price provided
for in the relevant option .  In the case of shares purchasable upon exercise of
options that may hereafter be granted, such assumed offering price is $31.625,
the average of the high and low sales price of the Company's Common Stock on
January 5, 1999 as reported on the New York Stock Exchange Composite Tape.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                               EXPLANATORY NOTE
                               ----------------

     As permitted by the rules of the Securities and Exchange Commission, this
Registration Statement omits the information specified in Part I of Form S-8.
The documents containing the information specified in Part I will be delivered
to the participant in the plans covered by this Registration Statement  as
required by Rule 428(b) promulgated under the Securities Act of 1933, as
amended.  Such documents are not being filed with the Securities and Exchange
Commission as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of such Act.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant, United Rentals, Inc., a Delaware
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference in this registration
statement:

        .  Annual Report on Form 10-K for the year ended December 31, 1997;

        .  Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
           June 30, 1998 and September 30, 1998;

        .  Current Report on Form 8-K dated January 27, 1998 and Amendment No. 1
           thereto on Form 8-K/A dated February 4, 1998;

        .  Current Report on Form 8-K dated June 18, 1998 and Amendment No. 1
           thereto on Form 8-K/A dated July 21, 1998;

        .  Current Report on Form 8-K dated June 19, 1998;

        .  Current Report on Form 8-K dated July 21, 1998;

        .  Current Report on Form 8-K dated August 7, 1998;

        .  Current Report on Form 8-K dated September 16, 1998;

        .  Current Report on Form 8-K dated October 9, 1998;

        .  Current Report on Form 8-K dated December 15, 1998;

        .  Current Report on Form 8-K dated December 24, 1998 ; and

        .  Registration Statement on Form 8-A dated November 7, 1998 (filed on
           December 3, 1998) and Registration Statement on Form 8-A dated August
           6, 1998.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered hereby have
been sold or which deregisters all then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

                                      II-1
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares of Common Stock registered hereby have been
passed upon for the Company by Ehrenreich Eilenberg Krause & Zivian LLP.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Certificate of Incorporation (the "Certificate") of the Company
provides that a director will not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law (the "Delaware Law"), which
concerns unlawful payments of dividends, stock purchases or redemptions, or (iv)
for any transaction from which the director derived an improper personal
benefit. If the Delaware Law is subsequently amended to permit further
limitation of the personal liability of directors, the liability of a director
of the Company will be eliminated or limited to the fullest extent permitted by
the Delaware Law as amended.

     The Registrant, as a Delaware corporation, is empowered by Section 145 of
the Delaware Law, subject to the procedures and limitation stated therein, to
indemnify any person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with any threatened, pending or completed action, suit or proceeding
in which such person is made a party by reason of his being or having been a
director, officer, employee or agent of the Registrant.  The statute provides
that indemnification pursuant to its provisions is not exclusive of other rights
of indemnification to which a person may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors, or otherwise.  The
Company has entered into indemnification agreements with  its directors and
officers.  In general, these agreements require the Company to indemnify each of
such persons against expenses, judgments, fines, settlements and other
liabilities incurred in connection with any proceeding (including a derivative
action) to which such person may be made a party by reason of the fact that such
person is or was a director, officer or employee of the Company or guaranteed
any obligations of the Company, provided that the right of an indemnitee to
receive indemnification is subject to the following limitations: (i) an
indemnitee is not entitled to indemnification unless he acted in good faith and
in a manner that he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such conduct was unlawful and
(ii) in the case of a derivative action, an indemnitee is not entitled to
indemnification in the event that he is judged in a final non-appealable
decision of a court of competent jurisdiction to be liable to the Company due to
willful misconduct in the performance of his duties to the Company (unless and
only to the extent that the court determines that the indemnitee is fairly and
reasonably entitled to indemnification).

     Pursuant to Section 145 of the Delaware Law, the Registrant has purchased
insurance on behalf of its directors and officers against any liability asserted
against or incurred by them in such capacity or arising out of their status as
such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                      II-2
ITEM 8. EXHIBITS.

        4.1   Amended and Restated Certificate of Incorporation of the
              Registrant dated August 5, 1998 (incorporated by reference to
              Exhibit 3.1 to the Registrant's Report on Form 10-Q for the
              quarterly period ended June 30, 1998)
--------------------------------------------------------------------------------
        4.2   Certificate of Amendment to the Registrant's Certificate of
              Incorporation dated September 29, 1998 (incorporated by reference
              to Exhibit 4.2 to the Registrant's Registration Statement on Form
              S-3 , No. 333-70151)
--------------------------------------------------------------------------------
        4.3   By-laws of the Registrant (incorporated by reference to Exhibit
              3.2 to the Registrant's Report on Form 10-Q for the quarterly
              period ended June 30, 1998)
--------------------------------------------------------------------------------
        4.4   1997 Stock Option Plan (incorporated by reference to Exhibit 10(b)
              to the Registration Statement of United Rentals, Inc, on Form S-1
              , No. 333-39117)
--------------------------------------------------------------------------------
        4.5   1998 Stock Option Plan (incorporated by reference to Exhibit 99.1
              to the Registrant's Registration Statement on Form S-4 , No. 333-
              63171)
--------------------------------------------------------------------------------
        4.6   1998  Supplemental Stock Option Plan
--------------------------------------------------------------------------------
        5.1   Opinion of Ehrenreich Eilenberg Krause & Zivian LLP
--------------------------------------------------------------------------------
       23.1   Consent of Ehrenreich Eilenberg Krause & Zivian LLP (included in
              Exhibit 5.1)
--------------------------------------------------------------------------------
       23.2   Consent of Ernst & Young LLP
--------------------------------------------------------------------------------
       23.3   Consent of PricewaterhouseCoopers LLP
--------------------------------------------------------------------------------
       23.4   Consent of KPMG  LLP
--------------------------------------------------------------------------------
       23.5   Consent of Webster Duke & Co.
--------------------------------------------------------------------------------
       23.6   Consent of Grant Thornton LLP
--------------------------------------------------------------------------------
       23.7   Consent of KPMG LLP
--------------------------------------------------------------------------------
       23.8   Consent of Battaglia, Andrews & Moag, P.C.
--------------------------------------------------------------------------------
       23.9   Consent of Moss Adams LLP
--------------------------------------------------------------------------------
       23.10  Consent of BDO Seidman LLP
--------------------------------------------------------------------------------
       23.11  Consent of PricewaterhouseCoopers LLP
--------------------------------------------------------------------------------
       23.12  Consent of Altschuler, Melvoin and Glasser LLP
--------------------------------------------------------------------------------
       23.13  Consent of PricewaterhouseCoopers LLP
--------------------------------------------------------------------------------

                                      II-3
--------------------------------------------------------------------------------
       23.14  Consent of Beene Garter LLP
--------------------------------------------------------------------------------
       23.15  Consent of McGladrey & Pullen LLP
--------------------------------------------------------------------------------
       23.16  Consent of Schalleur & Surgent, LLC
--------------------------------------------------------------------------------
       23.17  Consent of KPMG LLP
--------------------------------------------------------------------------------

ITEM 9.  UNDERTAKINGS

         (a)  The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

              .    (i)   To include any prospectus required by Section 10(a)(3)
                   of the Securities Act of 1933;

              .    (ii)  To reflect in the prospectus any facts or events
                   arising after the effective date of the Registration
                   Statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in the
                   Registration Statement;

              .    (iii) To include any material information with respect to the
                   plan of distribution not previously disclosed in the
                   Registration Statement or any material change to such
                   information in the Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference in the
         Registration Statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities and Exchange
Act of 1934) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against 

                                      II-4
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-5
EXPLANATORY NOTE

     The Prospectus that is being filed with this Registration Statement has
been prepared in accordance with the requirements of General Instruction C to
Form S-8 and Part I of Form S-3, and may be used for reofferings of shares of
Common Stock of the Company identified in such Prospectus that constitute
"control securities" (within the meaning of such General Instruction C).

                                      I-2
PROSPECTUS

                              UNITED RENTALS, INC.

                                  Common Stock
                          ----------------------------

     The selling security holders identified in this prospectus may sell, from
time to time, up to 7,012,500 shares of our common stock.  The selling security
holders may acquire these shares in the future pursuant to certain stock options
that we have granted to them.  These shares may be acquired by the selling
security holders, and sold by them, over an extended period of time.

     The selling security holders may sell shares:

        .    through the New York Stock Exchange, in the over-the-counter
             market, in privately negotiated transactions or otherwise;

        .    directly to purchasers or through agents, brokers, dealers or
             underwriters; and

        .    at market prices prevailing at the time of sale, at prices related
             to such prevailing market prices, or at negotiated prices.

Our common stock is traded on the New York Stock Exchange under the symbol
"URI."

     INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS.  SEE "RISK FACTORS"
BEGINNING ON PAGE 4.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this prospectus is January 8, 1999
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements contained in, or incorporated by reference in, this
prospectus are forward-looking in nature.  Such statements can be identified by
the use of forward-looking terminology such as "believes," "expects," "may,"
"will," "should," or "anticipates" or the negative thereof or comparable
terminology, or by discussions of strategy.  You are cautioned that our business
and operations are subject to a variety of risks and uncertainties and,
consequently, our actual results may materially differ from those projected by
any forward-looking statements. Certain of such risks and uncertainties are
discussed below under the heading "Risk Factors." We make 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.

                      WHERE  YOU CAN FIND MORE INFORMATION

     We file reports, proxy statements, and other information with the SEC.
Such reports, proxy statements, and other information can be read and copied at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549.  Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Room. The SEC maintains an internet site at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC, including our company.

                           INCORPORATION BY REFERENCE

     The SEC allows us to "incorporate by reference" the documents that we file
with the SEC.  This means that we can disclose important information to you by
referring you to those documents.  Any information we incorporate in this manner
is considered part of this prospectus. Any information we file with SEC after
the date of this prospectus will automatically update and supersede the
information contained in this prospectus.

     We incorporate by reference the following documents that we have filed with
the SEC and any filings that we will make with the SEC in the future under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
this offering is completed:

     .  Annual Report on Form 10-K for the year ended December 31, 1997;

     .  Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
        June 30, 1998 and September 30, 1998;

     .  Current Report on Form 8-K dated January 27, 1998 and Amendment No. 1
        thereto on Form 8-K/A dated February 4, 1998;

     .  Current Report on Form 8-K dated June 18, 1998 and Amendment No. 1
        thereto on Form 8-K/A dated July 21, 1998;

     .  Current Report on Form 8-K dated June 19, 1998;

     .  Current Report on Form 8-K dated July 21, 1998;

     .  Current Report on Form 8-K dated August 7, 1998;

     .  Current Report on Form 8-K dated September 16, 1998;

     .  Current Report on Form 8-K dated October 9, 1998;

                                       2
.  Current Report on Form 8-K dated December 15, 1998;

     .  Current Report on Form 8-K dated December 24, 1998 ; and

     .  Registration Statement on Form 8-A dated November 7, 1998 (filed on
        December 3, 1998) and Registration Statement on Form 8-A dated August 6,
        1998.

     We will provide without charge, upon written or oral request, a copy of any
or all of the documents which are incorporated by reference into this
prospectus. Requests should be directed to:  United Rentals, Inc., Attention:
Corporate Secretary, Four Greenwich Office Park, Greenwich, Connecticut 06830,
telephone number: (203) 622-3131.

                              UNITED RENTALS, INC.

GENERAL

     We are the largest equipment rental company in North America.  We offer for
rent a wide variety of equipment (on a daily, weekly, or monthly basis) and
serve customers that include construction industry participants, industrial
companies, homeowners and others.  We also sell used equipment, act as a dealer
for certain new equipment, and sell related merchandise and parts.

     Our executive offices are located at Four Greenwich Office Park, Greenwich,
Connecticut 06830.  Our  telephone number is (203) 622-3131.

COMPETITIVE ADVANTAGES

     We believe that we benefit from the following competitive advantages:

     Low-Cost Purchasing.  We have significant purchasing power due to our size
and volume purchasing. As a result, we are able to buy new equipment at prices
that are significantly lower than those generally available to smaller
companies.  We are also able to purchase many other products and services--such
as insurance, telephone service and fuel--at attractive rates.

     Operating Efficiencies.  We generally group our branches into clusters of
10 to 30 locations within a particular geographic region. Our information
technology system links all branches within a cluster and enables each branch to
track and access all equipment at any other branch within the cluster.  We
believe that our cluster strategy produces significant operating efficiencies,
including the following:

     .  the equipment within a cluster is marketed through multiple branches
        rather than a single branch--thereby increasing equipment utilization
        rates;

     .  the equipment specialties of different branches are cross-marketed--
        thereby increasing revenues without increasing marketing expense; and

     .  costs are reduced through the centralization of common functions such as
        payroll, credit and collection, and heavy maintenance.

     Full Range of Rental Equipment.  We believe that we have one of the largest
and most diverse equipment rental fleets in the industry. We believe that the
size and diversity of our fleet provide significant advantages, including
enabling us to:

     .  serve a large and diverse customer base--thereby reducing dependence on
        any particular customer;

                                       3
.  satisfy most or all of a customer's equipment rental needs--thereby
        increasing the revenues that can be generated from each customer;

     .  attract customers by providing the benefit of "one-stop" shopping;

     .  serve the needs of large customers--such as large industrial companies--
        which require assurance that large quantities of diverse equipment will
        be available as required; and

     .  minimize lost sales due to equipment being unavailable.

     Information Technology System. We have a modern information technology
system designed to facilitate rapid and informed decision making. This system
provides management with a wide range of real time operating and financial data-
-including data relating to inventory, receivables, customers, vendors, fleet
utilization and price and sales trends. This system also enables branch
personnel to search for needed equipment throughout a geographic region,
determine the closest location of such equipment and arrange for delivery to the
customer's work site.

     Geographic Diversity.  We believe that our geographic diversity should
reduce our sensitivity to fluctuations in regional economic conditions and
enable us to transfer equipment to regions where demand is increasing from
regions where demand is flat or decreasing.  We also believe that our geographic
diversity and large network of branch locations provide significant operating
advantages including the ability to service national accounts and access used
equipment re-sale markets across the country.

     Experienced Management.  Our senior management team includes managers with
extensive experience in the equipment rental industry and others with proven
track-records in other industries.  Our senior management is supported by our
branch managers who have substantial industry experience and knowledge of the
local markets served.  Our senior management is also supported by a team of
acquisition specialists who are engaged full-time in evaluating acquisition
candidates and executing our acquisition program.

                                  RISK FACTORS

     In addition to the other information in this document, you should carefully
consider the following factors before making an investment.

SENSITIVITY TO CHANGES IN CONSTRUCTION AND INDUSTRIAL ACTIVITIES

     Our equipment is principally used in connection with construction and
industrial activities.  Consequently, a downturn in construction or industrial
activity may lead to a decrease in demand for our equipment, which could
adversely affect our business. We have identified below certain of the factors
which may cause such a downturn either temporarily or long-term:

        .  a  general slow-down of the economy;

        .  an increase in interest rates; or

        .  adverse weather conditions which may temporarily affect a particular
           region.

                                       4
ACQUIRED COMPANIES NOT HISTORICALLY OPERATED AS A COMBINED BUSINESS

     The businesses that we acquired have been in existence an average of 29
years and some have been in existence for more than 50 years.  However, these
businesses were not historically managed or operated as a single business.
Although we believe that we can successfully manage and operate the acquired
businesses as a single business, we cannot be certain of this.

LIMITED OPERATING HISTORY

     We commenced equipment rental operations in October 1997 with the
acquisition of six well-established rental companies and have grown through a
combination of internal growth, the acquisition of 85 additional companies
(through January 4, 1999), and a merger in September 1998 with U.S. Rentals,
Inc.  Due to the relatively recent commencement of our operations, we have only
a limited history upon which you can base an assessment of our business and
prospects.

RISKS RELATING TO GROWTH STRATEGY

     Our growth strategy is to continue to expand through a combination of
internal growth, a disciplined acquisition program and the opening of new rental
locations.  We have identified below some of the risks relating to our growth
strategy:

     AVAILABILITY OF ACQUISITION TARGETS AND SITES FOR START-UP LOCATIONS.    We
may encounter substantial competition in our efforts to acquire additional
rental companies and sites for start-up locations.  Such competition could have
the effect of increasing the prices that we will have to pay in order to acquire
such businesses and sites.  We cannot guarantee that any additional businesses
or sites that we may wish to acquire will be available to us on terms that are
acceptable to us.

     NEED TO INTEGRATE NEW OPERATIONS.  Our ability to realize the expected
benefits from completed and future acquisitions depends, in large part, on our
ability to integrate the new operations with our existing operations in a timely
and effective manner.  We, accordingly, devote substantial efforts to the
integration of new operations. We cannot, however, guarantee that these effort
will always be successful.  In addition, under certain circumstances, these
efforts could adversely affect our existing operations.

      DEBT COVENANTS.  Certain of the agreements governing our outstanding
indebtedness provide that we may not make acquisitions unless certain financial
conditions are satisfied or the consent of the lenders is obtained.  Our ability
to grow through acquisitions may be constrained as a result of these provisions.

     CERTAIN RISKS RELATED TO START-UP LOCATIONS.  We expect that start-up
locations may initially have a negative impact on our results of operations and
margins for a number of reasons, including that (1) we will incur significant
start-up expenses in connection with establishing each start-up location and (2)
it will generally take some time following the commencement of operations for a
start-up location to become profitable.  Although we believe that start-ups can
generate long-term growth, we cannot guarantee that any start-up location will
become profitable within any specific time period, if at all.

DEPENDENCE ON ADDITIONAL CAPITAL TO FINANCE GROWTH

     We will require substantial capital in order to execute our growth
strategy. We will require capital for, among other purposes, completing
acquisitions, establishing new rental

                                       5
locations, and acquiring rental equipment. If the cash that we generate from our
business, together with cash that we may borrow under our credit facility, is
not sufficient to fund our capital requirements, we will require additional debt
and/or equity financing. We cannot, however, be certain that any additional
financing will be available or, if available, will be available on terms that
are satisfactory to us. If we are unable to obtain sufficient additional capital
in the future, our ability to implement our growth strategy could be limited.

POSSIBLE UNDISCOVERED LIABILITIES OF ACQUIRED COMPANIES

     Prior to making an acquisition, we seek to assess the liabilities of the
target company that we will become responsible for as a result of the
acquisition.  Nevertheless, we may fail to discover certain of such liabilities.
We seek to reduce our risk relating to these possible hidden liabilities by
generally obtaining the agreement of the seller to reimburse us in the event
that we discover any material hidden liabilities.  However, this type of
agreement, if obtained, may not fully protect us against hidden liabilities
because (1) the seller's obligation to reimburse us is generally limited in
duration and/or or amount and (2) the seller may not have sufficient financial
resources to reimburse us.  Furthermore, when we acquire a public company (such
as when we acquired U.S. Rentals) there is no seller from which to obtain this
type of agreement.

DEPENDENCE ON MANAGEMENT

     We are highly dependent upon our senior management team.  Consequently, our
business could be adversely affected in the event that we lose the services of
any member of senior management.  Furthermore, if we lose the services of
certain members of senior management, it is an event of default under the
agreements governing our credit facility and certain of our other indebtedness,
unless we appoint replacement officers satisfactory to the lenders within 30
days.  We do not maintain "key man" life insurance with respect to members of
senior management.

COMPETITION

     The equipment rental industry is highly fragmented and competitive. Our
competitors include public companies or divisions of public companies; regional
competitors which operate in one or more states; small, independent businesses
with one or two rental locations; and equipment vendors and dealers who both
sell and rent equipment directly to customers.  We may in the future encounter
increased competition from our existing competitors or from new companies.  In
addition, certain equipment manufacturers may commence (or increase their
existing efforts relating to) renting and selling equipment directly to our
customers.

QUARTERLY FLUCTUATIONS OF OPERATING RESULTS

     We expect that our revenues and operating results may fluctuate from
quarter to quarter due to a number of factors, including:

        . seasonal rental patterns of our customers--with rental activity
          tending to be lower in the winter;

        . changes in general economic conditions in our markets, including
          changes in construction and industrial activities;

        . the timing of acquisitions, new location openings, and related
          expenditures;

        . the effect of the integration of acquired businesses and start-up
          locations;

                                       6
. the timing of expenditures for new equipment and the disposition of
          used equipment; and

        . price changes in response to competitive factors.

LIABILITY AND INSURANCE

     We are exposed to various possible claims relating to our business.  These
include claims relating to (1) personal injury or death caused by equipment
rented or sold by us, (2) motor vehicle accidents involving our delivery and
service personnel and (3) employment related claims. We carry a broad range of
insurance for the protection of our asset and operations.  However, such
insurance may not fully protect us for a number of reasons, including:

     .  our coverage is subject to a deductible of $1 million and limited to a
        maximum of $97 million per occurrence;

     .  we do not maintain coverage for environmental liability, since we
        believe that the cost for such coverage is high relative to the benefit
        that it provides;

     .  certain types of claims, such as claims for punitive damages or for
        damages arising from intentional misconduct, which are often alleged in
        third party lawsuits, might not be covered by our insurance; and

     .  we cannot be certain that insurance will continue to be available to us
        on economically reasonable terms, if at all.

ENVIRONMENTAL AND SAFETY REGULATIONS

     Our equipment, facilities and operations are subject to certain federal,
state and local laws and regulations relating to environmental protection and
occupational health and safety.  These include, among other things, laws and
regulations governing wastewater discharges, the use, treatment, storage and
disposal of solid and hazardous wastes and materials, air quality and the
remediation of contamination associated with the release of hazardous
substances.  Under such laws, an owner or lessee of real estate may be liable
for, among other things, (1) the costs of removal or remediation of certain
hazardous or toxic substances located on, in, or emanating from, such property,
as well as related costs of investigation and property damage and substantial
penalties for violations of such laws, and (2) environmental contamination at
facilities where its waste is or has been disposed. Such laws often impose such
liability without regard to whether the owner or lessee knew of, or was
responsible for, the presence of such hazardous or toxic substances.  Our
activities that are or may be impacted by these laws include, but are not
limited to, the use of hazardous materials to clean and maintain equipment and
the disposal of solid and hazardous waste and wastewater from equipment washing.
In addition, we dispense petroleum products from underground and above-ground
storage tanks located at certain rental locations and are required from time to
time to remove or upgrade tanks in order to comply with applicable laws.
Furthermore, we have acquired or leased certain locations which have or may have
been contaminated by leakage from underground tanks or other sources and are in
the process of assessing the nature of the required remediation.  Based on the
conditions currently known to us, we believe that any unreserved environmental
remediation and compliance costs required with respect to those conditions will
not have a material adverse affect on our business.  However, we cannot be
certain that there are no adverse environmental conditions that are not
currently known to it, that all potential releases from underground storage
tanks removed in the 

                                       7
past have been identified, or that environmental and safety requirements will
not become more stringent or be interpreted and applied more stringently in the
future. If we are required to incur environmental compliance or remediation
costs that are not currently anticipated by us, our business could be adversely
affected depending on the magnitude of the cost.

CONCENTRATED CONTROL

     As of the date of this prospectus, the executive officers and directors of
our company own in the aggregate more than 50% of our outstanding common stock.
As a result, these persons acting together may be able to elect the entire Board
of Directors of our company and control its affairs.

RISKS RELATED TO INTERNATIONAL OPERATIONS

     Our operations outside the United States are subject to risks normally
associated with international operations.  These include the need to convert
currencies, which could result in a gain or loss depending on fluctuations in
exchange rates, and the need to comply with foreign laws.

YEAR 2000 ISSUES

     Our software vendors have informed us that our recently-installed
information technology system is year 2000 compliant. We have, therefore, not
developed any contingency plans relating to year 2000 issues and have not
budgeted any funds for year 2000 issues. Although we believe that our system is
year 2000 compliant, unanticipated year 2000 problems may arise which, depending
on the nature and magnitude of the problem, could adversely affect our business.
Furthermore, year 2000 problems involving third parties may have a negative
impact on our customers or suppliers, the general economy or on the ability of
businesses generally to receive essential services (such as telecommunications,
banking services, etc.). Any such occurrence could adversely affect our
business.
                                USE OF PROCEEDS

     The shares covered by this prospectus are being offered by certain selling
security holders and not by our company.  Consequently,  we will not receive any
proceeds from the sale of these shares.  However, we may receive the proceeds
from the exercise of certain stock options as described below.

     The shares that may be sold under this prospectus consist of shares that
the selling security holders may acquire in the future pursuant to certain stock
options that we have granted to them. In order for a selling securtiy holder to
acquire any such shares, the selling security holder will be required to pay to
us the exercise price specified in the relevant option.  We intend to use any
proceeds that we receive from the exercise of such options for working capital
and our general corporate purposes.

                                       8
SELLING SECURITY HOLDERS

     The selling security holders identified in this prospectus may sell, from
time to time, up to  7,012,500 shares of our common stock.  These shares may be
sold over an extended period of time. These shares include:

        .  up to 3,032,500 shares that may be acquired pursuant to options that
           we have granted under our 1997 Stock Options Plan; and

        .  up to 3,980,000 shares that may be acquired pursuant to options that
           we have granted under our 1998 Stock Options Plan.

     The selling security holders that may sell shares pursuant to this
prospectus are the officers and directors of our company that are identified in
the table below. The table shows the number of shares that each selling security
holder may sell pursuant to this prospectus.  If a selling security holder
transfers any of the shares shown in the table, the transferee will be
considered a selling security holder for purposes of this prospectus, provided
that (1) the transfer was a private placement and (2) the transferee is
identified in a supplement to this prospectus.
Name and Position                                             Shares Covered by this Prospectus(1)             
-----------------                                   -------------------------------------------------------------   
-----------------------------------------------------------------------------------------------------------------   
                                                  Shares  Issuable  Under          Shares  Issuable Under     
                                                  Options Granted Pursuant to      Options Granted Pursuant to
                                                  the 1997 Stock Option Plan       to the 1998 Stock Option Plan               
-----------------------------------------------------------------------------------------------------------------
Bradley S. Jacobs
Chairman, Chief Executive 
Officer and Director                                     1,200,000                       1,750,000 
-----------------------------------------------------------------------------------------------------------------
Wayland R. Hicks
Vice Chairman, Chief Operating 
Officer and Director                                       675,000                         550,000 
-----------------------------------------------------------------------------------------------------------------
John N. Milne
Vice Chairman, Chief Operating 
Officer and Director                                      300,000                         450,000 
----------------------------------------------------------------------------------------------------------------
William F. Berry
President and Director                                    275,000                         300,000
----------------------------------------------------------------------------------------------------------------
Michael J. Nolan
Chief Financial Officer                                   225,000                         290,000
----------------------------------------------------------------------------------------------------------------
John S. McKinney
Vice President, Finance and 
Director                                                  137,500                         200,000
----------------------------------------------------------------------------------------------------------------
Robert P. Miner
Vice President, Strategic 
Planning                                                   40,000                          40,000
----------------------------------------------------------------------------------------------------------------
Richard D. Colburn
Director                                                       --                          30,000
----------------------------------------------------------------------------------------------------------------
Ronald M. DeFeo
Director                                                   60,000                          30,000
----------------------------------------------------------------------------------------------------------------
9
----------------------------------------------------------------------------------------------------------------
Richard J. Heckmann
Director                                                  60,000                          30,000
----------------------------------------------------------------------------------------------------------------
Gerald Tsai, Jr.
Director                                                  60,000                         280,000
----------------------------------------------------------------------------------------------------------------
Christian M. Weyer
Director                                                      --                          30,000
----------------------------------------------------------------------------------------------------------------
(1)  The following selling security holders (or affiliated entities) own
(or have the right to acquire) additional securities of our company which are
not covered by this prospectus: (i) Bradley S. Jacobs (10,000,100 outstanding
shares and 5,000,000 shares that may be acquired upon the exercise of warrants);
Wayland R. Hicks (105,169 outstanding shares); (iii) John N. Milne (1,428,571
outstanding shares and 714,286 shares that may be acquired upon the exercise of
warrants); (iv) William F. Berry (100 outstanding shares and 2,170,366 shares
that may be acquired upon the exercise of options); (v) Michael J. Nolan
(571,529 outstanding shares and 285,715 shares that may be acquired upon the
exercise of warrants); John S. McKinney (3,000 outstanding shares and 1,085,068
shares that may be acquired upon the exercise of options); Robert P. Miner
(285,714 outstanding shares and 142,857 shares that may be acquired upon the
exercise of warrants); Richard D. Colburn (19,823,462 outstanding shares);
Ronald M. DeFeo (3,000 outstanding shares); Richard J. Heckmann (20,000
outstanding shares); Gerald Tsai, Jr. (270,001 outstanding shares); Christian M.
Weyer (72,000 outstanding shares).

                                       10
PLAN OF DISTRIBUTION

     The selling security holders may sell shares:

        .    through the New York Stock Exchange, in the over-the-counter
             market, in privately negotiated transactions or otherwise;

        .    directly to purchasers or through agents, brokers, dealers or
             underwriters; and

        .    at market prices prevailing at the time of sale, at prices related
             to such prevailing market prices, or at negotiated prices.

     If a selling security holder sells shares through agents, brokers, dealers
or underwriters, such agents, brokers, dealers or underwriters may receive
compensation in the form of discounts, commissions or concessions.  Such
compensation may be greater than customary compensation.

     To the extent required, we will use our best efforts to file one or more
supplements to this prospectus to describe any material information with respect
to the plan of distribution not previously disclosed in this prospectus or any
material change to such information.

                                 LEGAL MATTERS

     Certain legal matters relating to the shares of common stock that may be
offered pursuant to this prospectus will be passed upon for us by Weil, Gotshal
& Manges LLP, New York, New York, and Ehrenreich Eilenberg Krause & Zivian LLP,
New York, New York.

                                    EXPERTS

     Ernst & Young LLP, independent auditors, have audited the following
financial statements, as set forth in their reports, which are incorporated in
this prospectus by reference:

        .  the consolidated financial statements of United Rentals, Inc. as of
           December 31, 1997 and 1996 and for each of the two years in the
           period ended December 31, 1997 included in the Company's Current
           Report on Form 8-K dated December 15, 1998;

        .  the financial statements of Mission Valley Rentals, Inc. at June 30,
           1996 and 1997 and for the years then ended, included in the Company's
           Current Report on Form 8-K/A dated February 4, 1998;

        .  the financial statements of Power Rental Co. Inc. at July 31, 1997
           and for the year then ended, included in the Company's Current Report
           on Form 8-K/A dated July 21, 1998 and in the Company's Current Report
           on Form 8-K dated December 24, 1998;

        .  the combined financial statements of Valley Rentals, Inc. at December
           31, 1997 and for the year then ended; the financial statements of
           J&J Rental Services, Inc., at December 31, 1996 and October 22, 1997
           and for each of the two years in the period ended December 31, 1996,
           the six months ended June 30, 1997 and for the period from July 1,
           1997 to October 22, 1997; the financial statements of Bronco Hi-Lift,
           Inc. at December 31, 1996 and October 24, 1997 and for each of the
           two years in the period ended December 31, 1996 and for the period
           from January 1, 1997 to October 24, 1997; the financial statements of
           Pro Rentals, Inc. 

                                       11
at December 31, 1997 and for the year then ended; the combined
           financial statements of Able Equipment Rental, Inc. at December 31,
           1997 and for the year then ended; the combined financial statements
           of Channel Equipment Holding, Inc. at December 31, 1997 and for the
           year then ended; the financial statements of ASC Equipment Company,
           Inc. at December 31, 1997 and for the year then ended; and the
           combined financial statements of Adco Equipment, Inc. at December 31,
           1997 and for the year then ended, included in the Company's Current
           Report on Form 8-K dated December 24, 1998.

These financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated by reference in reliance
on reports of Ernst & Young LLP (to the extent covered by consents filed with
the Securities and Exchange Commission), given on their authority as experts in
accounting and auditing.

     The consolidated statements of income, of cash flows and of changes in
stockholders' equity of United Rentals, Inc. for the year ended December 31,
1995, included in the Company's Current Report on Form 8-K dated December 15,
1998, and the financial statements of U.S. Rentals, Inc. at December 31, 1997
and 1996 and for each of the three years in the period ended December 31, 1997,
incorporated by reference in the Company's Current Report on Form 8-K dated
October 9, 1998,  have been audited by PricewaterhouseCoopers LLP, independent
accountants, as set forth in their reports thereon included therein, and are
incorporated by reference herein in reliance on such reports given upon the
authority of such firm as experts in accounting and auditing.

     The consolidated financial statements of A&A Tool Rentals & Sales, Inc. and
subsidiary as of October 19, 1997 and October 31, 1996, and for the period from
November 1, 1996 to October 19, 1997 and for the years ended October 31, 1996
and 1995, included in the Company's Current Report on Form 8-K dated December
24, 1998, have been audited by KPMG LLP, independent certified public
accountants, as set forth in their  report thereon included therein, and are
incorporated by reference herein in reliance on such report given upon the
authority of  such firm as experts in accounting and auditing.

     The financial statements of MERCER Equipment Company included in the
Company's Current Report on Form 8-K dated December 24, 1998 have been audited
by Webster Duke & Co., independent auditors, as set forth in their reports
thereon included therein, and are incorporated by reference herein in reliance
on such reports given upon the authority of  such firm as experts in accounting
and auditing.

     The combined financial statements of Coran Enterprises, Inc. (dba A-1
Rents) and Monterey Bay Equipment Rental, Inc. included in the Company's Current
Report on Form 8-K dated December 24, 1998 have been audited by Grant Thornton
LLP, independent auditors, as set forth in their report thereon appearing
therein, and are incorporated by reference herein in reliance on such report
given upon the authority of  such firm as experts in accounting and auditing.

     The combined financial statements of BNR Group of Companies as of March 31,
1996 and 1997 and for the years ended March 31, 1996 and 1997 included in the
Company's Current Report on Form 8-K/A dated February 4, 1998; and the
consolidated financial statements of Perco Group Ltd. as of December 31, 1997
and for the year ended December 31, 1997, included in the Company's Current
Report on Form 8-K dated December 24, 1998, have been incorporated by reference
herein in reliance upon the reports of KPMG LLP, independent

                                       12
chartered accountants, appearing therein and upon the authority of such firm as
experts in accounting and auditing.

     The audited financial statements of Access Rentals, Inc. and Subsidiary and
Affiliate, included in the Company's Current Report on Form 8-K/A dated February
4, 1998, have been incorporated by reference herein in reliance upon the report
of Battaglia, Andrews & Moag, P.C., independent certified public accountants,
210 East Main Street, Batavia, New York 14020, for the periods indicated, given
upon the authority of such firm as experts in accounting and auditing.

     The financial statements of West Main Rentals & Sales, Incorporated as of
December 31, 1997, and the year then ended, included in the Company's Current
Report on Form 8-K dated December 24, 1998, have been incorporated by reference
herein  in reliance upon the report of Moss Adams LLP, independent certified
public accountants, appearing therein and upon the authority of  such firm as
experts in accounting and auditing.

     The combined financial statements of Equipment Supply Co., Inc. and
Affiliates as of December 31, 1997 and 1996 and for each of the three years in
the period ended December 31, 1997, included in the Company's Current Reports on
Form 8-K dated July 21, 1998 and December 24, 1998, have been audited by BDO
Seidman, LLP independent certified public accountants, as set forth in their
report thereon included therein, and are incorporated by reference herein in
reliance on such report given upon the authority of  such firm as experts in
accounting and auditing.

     The consolidated financial statements of McClinch Inc. and subsidiaries as
of January 31, 1998 and August 31, 1998, and for the year ended January 31, 1998
and the financial statements of McClinch Equipment Services, Inc. as of December
31, 1997 and August 31, 1998, and for the year ended December 31, 1997, included
in the Company's Current Report on Form 8-K dated December 24, 1998, have been
audited by PricewaterhouseCoopers L.L.P., independent accountants, as set forth
in their reports thereon included therein, and are incorporated by reference
herein in reliance on such reports given upon the authority of  such firm as
experts in accounting and auditing.

     The financial statements of Lift Systems, Inc. as of December 31, 1997 and
the year then ended included in the Company's Current Report on Form 8-K dated
December 24, 1998 are incorporated by reference herein in reliance upon the
report of Altschuler, Melvoin and Glasser LLP, independent accountants,
appearing therein and upon the authority of  such firm as experts in accounting
and auditing.

     The financial statements of Reitzel Rentals Ltd. as of February 28, 1998
and for the year ended February 28, 1998, included in the Company's Current
Report on Form 8-K dated December 24, 1998, have been audited by
PricewaterhouseCoopers LLP, independent chartered accountants, as set forth in
their report thereon included therein, and are incorporated by reference herein
in reliance on such report given upon the authority of  such firm as experts in
accounting and auditing.

     The combined financial statements of Grand Valley Equipment Co., Inc. and
Kubota of Grand Rapids, Inc. as of December 31, 1997, and the year then ended,
included in the Company's Current Report on Form 8-K dated December 24, 1998,
have been audited by Beene Garter LLP, independent certified public accountants,
as set forth in their report thereon included therein, and are incorporated by
reference herein in
                                       13
reliance on such given upon the authority of such firm as experts in accounting
and auditing.

     The financial statements of Paul E. Carlson, Inc. (d/b/a/ Carlson Equipment
Company) as of February 28, 1998, and for the year then ended, included in the
Company's Current Report on Form 8-K dated December 24, 1998, have been audited
by McGladrey & Pullen, LLP, independent auditors, as stated in their report
appearing therein, and are incorporated by reference herein in reliance on such
report given upon the authority of  such firm as experts in accounting and
auditing.

     The financial statements of Industrial Lift, Inc. as of December 31, 1997
and 1996 and the years then ended included in the Company's Current Report on
Form 8-K dated December 24, 1998 are incorporated by reference herein in
reliance upon the report of  Schalleur & Surgent, LLC, independent auditors,
appearing therein and upon the authority of  such firm as experts in accounting
and auditing.

                                       14
SIGNATURES

     Pursuant to the requirements of Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in  Greenwich, Connecticut, on the 8th day of  January, 1999.

                                    United Rentals, Inc.

                                        /s/ Michael J. Nolan
                                    By:------------------------------
                                        Michael J. Nolan
                                        Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities and on the respective dates indicated.  Each person whose
signature appears below hereby authorizes Bradley S. Jacobs, John N. Milne and
Michael J. Nolan and each with full power of substitution, to execute in the
name and on behalf of such person any amendment or any post-effective amendment
to this Registration Statement and to file the same, with exhibits thereto, and
other documents in connection therewith, making such changes in this
Registration Statement as the Registrant deems appropriate, and appoints each of
Bradley S. Jacobs, John N. Milne and Michael J. Nolan, each with full power of
substitution, attorney-in-fact to sign any amendment and any post-effective
amendment to this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith.

    Bradley S. Jacobs

    /s/ Bradley S. Jacobs
    ---------------------------
    Bradley S. Jacobs
    Chairman, Chief Executive Officer and Director (Principal Executive Officer)
    January 8, 1999

    Wayland R. Hicks

    /s/ Wayland R. Hicks
    --------------------------
    Wayland R. Hicks, Director
    January  8, 1999

                                      S-1
John N. Milne

    /s/ John N. Milne
    --------------------------
    John N. Milne, Director
    January 8, 1999
    
    
    William F. Berry
    
    
    /s/ William F. Berry
    --------------------------
    William F. Berry, Director
    January 8, 1999
    
    John S. McKinney
    
    
    /s/ John S. McKinney
    --------------------------
    John S. McKinney, Director
    January 8, 1999
    
    Richard D. Colburn
    
    
    /s/ Richard D. Colburn
    --------------------------
    Richard D. Colburn, Director
    January 8, 1999
    
    Ronald M. DeFeo
    
    
    /s/ Ronald M. DeFeo
    --------------------------
    Ronald M. DeFeo, Director
    January 8, 1999

                                      S-2
Richard J. Heckmann
    
    
    --------------------------
    Richard J. Heckmann, Director
    
    January   , 1999
    
    
    Gerald Tsai, Jr.
    
    
    /s/ Gerald Tsai, Jr.
    --------------------------
    Gerald Tsai, Jr., Director
    January  8, 1999
    
    
    Christian M. Weyer
    
    /s/ Christian M. Weyer    
    --------------------------
    Christian M. Weyer, Director
    January 8, 1999
    
    
    
    Michael J. Nolan
    
    
    /s/ Michael J. Nolan
    ---------------------------
    Michael J. Nolan, Chief Financial Officer
    (principal financial officer)
    January 8, 1999
    
    
    Sandra E. Welwood
    
    
    /s/ Sandra E. Welwood
    ---------------------------
    Sandra E. Welwood, Vice President Controller
    (principal accounting officer)
    January 8, 1999

                                      S-3