SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549
                               -------------


                                  FORM 8-K


                               CURRENT REPORT


                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                               -------------


    Date of report (Date of earliest event reported): September 28, 2001


                            UNITED RENTALS, INC.
             (Exact Name of Registrant as Specified in Charter)



        Delaware                     1-14387                  06-1522496
----------------------------   ----------------------   -----------------------
(State of Other Jurisdiction  (Commission File Number)      (IRS Employer
    of Incorporation)                                     Identification No.)



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



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



Item 5.  Other Events.

         (a)      Adoption of Rights Plan.
                  -----------------------

         The Board of Directors of United Rentals, Inc. (the "Company")
declared a dividend distribution of one Right for each outstanding share of
Company Common Stock and that number of Rights for each share of "Series
Preferred Stock" (as defined below) equal to the number of shares of Common
Stock into which such preferred shares would be convertible on the Record
Date, pursuant to their respective Certificates of Designations, to
shareholders of record at the close of business on October 19, 2001 (the
"Record Date"). Each Right entitles the registered holder to purchase from
the Company a unit consisting of one one-thousandth of a share (a "Unit")
of Series E Junior Participating Preferred Stock, $0.01 par value (the
"Series E Preferred Stock"), at a purchase price of $120.00 per Unit,
subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement"), dated as of September
28, 2001, between the Company and American Stock Transfer & Trust Co., as
Rights Agent. The Rights Agreement includes as Exhibit A the Form of
Certificate of Designation for the Series E Preferred Stock. The "Series
Preferred Stock" shall mean the "New Preferred" or "Prior Preferred", as
the case may be, as described in Part (b) below.

         Initially, the Rights will be attached to all Common Stock and
Series Preferred Stock certificates representing shares then outstanding,
and no separate Rights Certificates will be distributed. Subject to certain
exceptions specified in the Rights Agreement, the Rights will separate from
the Common Stock and Series Preferred Stock and a Distribution Date will
occur upon the earlier to occur of (i) the tenth day after the date (the
"Stock Acquisition Date") of the first public announcement by the Company
that any person or group has become the beneficial owner of 25% or more of
the Common Stock then outstanding (an "Acquiring Person") (other than: (y)
by reason of a stock repurchase by the Company, or (z) if, in the determination
of the Board of Directors, such person has inadvertently become the
beneficial owner of 25% or more of the Common Stock) or (ii) ten business
days (or such other period as may be set by the Board of Directors) after
the commencement by any person (other than the Company, any subsidiary of
the Company, any employee benefit plan of the Company or any subsidiary, or
any entity holding Common Stock for or pursuant to the terms of any such
plan) of a tender offer for 25% or more of the then outstanding shares of
Common Stock. Until the Distribution Date, (i) the Rights will be evidenced
by the Common Stock and Series Preferred Stock certificates, as applicable,
and will be transferred with and only with such Common Stock and Series
Preferred Stock certificates, (ii) new Common Stock and Series Preferred
Stock certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for outstanding stock will also constitute
the transfer of the Rights associated with the Common Stock represented by
such certificate; provided, however that in the case of the transfer of
Series Preferred Stock to be converted into Common Stock, in accordance
with their respective terms, the Rights associated with such shares of
Series Preferred Stock, as applicable, shall be extinguished, but the Common
Stock into which such shares are converted will be issued together with
associated Rights.

         The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York City time) on September 27, 2011, unless
earlier redeemed, exchanged, extended or terminated by the Company as
described below. At no time will the Rights have any voting power.

         As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors, only shares of Common Stock
and Series Preferred Stock, as applicable, issued prior to the Distribution
Date will be issued with Rights.

         In the event that a Person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise,
Common Stock having a value equal to two times the exercise price of the
Right. Notwithstanding any of the foregoing, following the occurrence of
the event set forth in this paragraph, all Rights that are or were acquired
or beneficially owned by any Acquiring Person will be void.

         For example, at an exercise price of $120 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $240 worth of Common Stock for $120. Assuming that the Common
Stock had a per share value of $30 at such time, the holder of each valid
Right would be entitled to purchase eight (8) shares of Common Stock for
$120.

         In the event (i) of a merger or other business combination
transaction involving the Company, or (ii) that the Company transfers
assets, cash flow or earnings power aggregating 50% or more of the assets,
cash flow or earnings power, as applicable, of the Company and its
subsidiaries (taken as a whole) to any other person, each holder of a Right
(except Rights which have previously been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of
the Right.

         At any time after a person becomes an Acquiring Person and prior
to the acquisition by such person or group of fifty percent (50%) or more
of the outstanding Common Stock, the Board may exchange the Rights (other
than Rights owned by such person or group which have become void), in whole
or in part, at an exchange ratio of one share of Common Stock, or one
one-thousandth of a share of Preferred Stock, per Right (subject to
adjustment).

         At any time until the Stock Acquisition Date, the Company may
redeem the Rights in whole, but not in part, at a price of $0.01 per Right
(adjusted to reflect any stock split, stock dividend or similar transaction
occurring after September 28, 2001). Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive
the redemption price.

         Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the
Rights will not be taxable to shareholders or to the Company, shareholders
may, depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the acquiring company
or in the event of the redemption of the Rights as set forth above.

         The Rights Agreement may be amended by the Board of Directors of
the Company; provided that after the Distribution Date, the Rights
Agreement shall not be amended in any manner which would adversely affect
the interests of holders of Rights.

         A copy of the Rights Agreement is being filed with the Securities
and Exchange Commission as an Exhibit to this Form 8-K. A copy of the
Rights Agreement is available free of charge from the Company. This summary
description of the Rights does not purport to be complete and is qualified
in its entirety by reference to the Rights Agreement, which is incorporated
herein by reference.

         (b)      Exchange of Preferred Stock.
                  ---------------------------
         On September 28, 2001, we entered into an Exchange Agreement with
the holders of the outstanding shares of our Series A Perpetual Convertible
Preferred Stock ("Series A Preferred") and Series B Perpetual Convertible
Preferred Stock ("Series B Preferred"). This agreement requires that (1)
each share of Series A Preferred be exchanged for a share of Series C
Perpetual Convertible Preferred Stock ("Series C Preferred") and (2) each
share of Series B Preferred be exchanged for a share of Series D Perpetual
Convertible Preferred Stock ("Series D Preferred"). We refer to the Series
A Preferred and Series B Preferred as our "Prior Preferred," and we refer
to the Series C Preferred and Series D Preferred as the "New Preferred."

         Set forth below is a summary of the material differences between
the Prior Preferred and the New Preferred. Except for these differences,
the terms of the Series C Preferred are in all material respects the same
as the Series A Preferred, and the terms of the Series D Preferred are in
all material respects the same as the Series B Preferred. The summary is
qualified in its entirety by the provisions of the Ex change Agreement,
which is filed as Exhibit 10 to this Report and is incorporated herein by
reference.

         The certificates of designation for the Prior Preferred provided
that, upon the occurrence of a Change of Control (as defined in these
certificates of designation), we are required to offer to redeem the Prior
Preferred. The term "Change of Control," as defined by these certificates
of designation, would have included certain transactions that were
disapproved by our board. The certificates of designation for the New
Preferred change these provisions by excluding from the definition of
"Change of Control" transactions that are defined as "Non-Approved Changes
of Control."

         In general, a Non-Approved Change of Control transaction is a
change of control transaction that the board has disapproved and which the
board has not facilitated by such actions as weakening or eliminating the
Rights Plan described in Part (a) of this Report. For additional
information, see the definition of "Non-Approved Change of Control" in
Section 2(c) of the Exchange Agreement.

         If a Non-Approved Change of Control occurs, the holders of the New
Preferred obtain the following additional rights, but only if, prior to the
transaction, the board does not elect to offer the holders of the New
Preferred essentially the same redemption rights that apply to an approved
Change of Control transaction:


          1. Board Matters. The holders of the Series C Preferred would
     have the right to elect a majority of our board. The balance of the
     board would continue to be elected by the common stockholders. The
     directors elected by the common stockholders, voting separately from
     the full board, would nominate their own successors. The directors
     elected by the Series C Preferred would stay in office until the later
     of (i) the date the board by unanimous vote declares and pays all
     accrued dividends on the New Preferred and (ii) the third anniversary
     of the Non-Approved Change of Control (or, if earlier, the date the
     board by unanimous vote gives the holders of the New Preferred the two
     year right to demand redemption of their shares at the price that
     applies to an approved Change of Control). So long as the directors
     elected by the Series C Preferred have the right to remain on the
     board, the board would not be permitted, without a unanimous vote, to
     approve any optional redemption of the New Preferred or declare, pay,
     or change the accrual rate of, any dividends on the New Preferred.

          2. Liquidation. Upon liquidation of our company, the holders of
     the New Preferred would be entitled to receive, in addition to the
     liquidation preference, an amount equal to 6.25% of the liquidation
     preference, compounded annually from the date the Series A Preferred
     was issued, in the case of the Series C Preferred, or the date the
     Series B was issued, in the case of the Series D Preferred, and
     ending on the date of the Non-Approved Change of Control. This amount
     would be in addition to the dividends described below.

          Also, after the holders of the New Preferred have received the
     liquidation preference and the additional amounts provided for above,
     and after holders of our common stock have received the equivalent
     amount, the holders of the New Preferred would participate with the
     holders of our common stock in any remaining amounts available for
     distribution (based upon the number of shares of common stock into
     which such preferred shares would then be convertible).

          3. Dividends. Dividends would begin to accrue on the New
     Preferred. Accrued dividends would not be payable until liquidation or
     sale of the Company, unless the board by unanimous vote approves
     earlier payment. The dividend rate would be 10% per annum of the
     liquidation preference, compounded annually. If these dividends are
     not paid quarterly, additional dividends would accrue at the rate of
     8% per annum of the liquidation preference, compounded annually. We
     would not be permitted to pay dividends on our common stock, or to
     repurchase our common stock, until all accrued regular and additional
     dividends on the New Preferred have been paid. Any regular or
     additional dividends that are not paid quarterly would be added to the
     liquidation preference.



     ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (c)      Exhibits.

         Exhibit
         No.             Exhibit
         -------         -------


         4            Rights Agreement, dated as of September 28, 2001,
                      between United Rentals, Inc. and American Stock
                      Transfer & Trust Co., as Rights Agent, including the
                      form of Certificate of Designation, Preferences and
                      Rights as Exhibit A, the form of Rights Certificates
                      as Exhibit B and the Summary of Rights as Exhibit C.
                      Pursuant to the Rights Agreement, printed Rights
                      Certificates will not be mailed until after the
                      Distribution Date (as such term is defined in the
                      Rights Agreement).

         10           Agreement, dated as of September 28, 2001, among
                      United Rentals, Inc., Apollo Investment Fund IV,
                      L.P., Apollo Overseas Partners IV, L.P. and Chase
                      Equity Associates, L.P.



                                 SIGNATURE

              Pursuant to the requirements of the Securities Exchange Act
     of 1934, the Registrant has duly caused this report to be signed on
     its behalf by the under signed hereunto duly authorized.

                                     UNITED RENTALS, INC.

                                     By:   /s/ Bradley S. Jacobs
                                        --------------------------------------
                                     Name:   Bradley S. Jacobs
                                     Title:  Chairman and Chief Executive
                                             Officer
     Date:  October 4, 2001



                               EXHIBIT INDEX

     Exhibit No.                        Exhibit Name
     ----------                         ------------

           4          Rights Agreement, dated as of September 28, 2001,
                      between United Rentals, Inc. and American Stock
                      Transfer & Trust Co., as Rights Agent, including the
                      form of Certificate of Designation, Preferences and
                      Rights as Exhibit A, the form of Rights Certificates
                      as Exhibit B and the Summary of Rights as Exhibit C.
                      Pursuant to the Rights Agreement, printed Rights
                      Certificates will not be mailed until after the
                      Distribution Date (as such term is defined in the
                      Rights Agreement).

         10           Agreement, dated as of September 28, 2001, among
                      United Rentals, Inc., Apollo Investment Fund IV,
                      L.P., Apollo Overseas Partners IV, L.P. and Chase
                      Equity Associates, L.P.
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{"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": "8-K", "act": "34", "file-number": "001-14387", "film-number": "1752600"}, "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, DC 20549
                               -------------

                                  FORM 8-K

                               CURRENT REPORT

                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                               -------------

    Date of report (Date of earliest event reported): September 28, 2001

                            UNITED RENTALS, INC.
             (Exact Name of Registrant as Specified in Charter)

        Delaware                     1-14387                  06-1522496
----------------------------   ----------------------   -----------------------
(State of Other Jurisdiction  (Commission File Number)      (IRS Employer
    of Incorporation)                                     Identification No.)

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

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

Item 5.  Other Events.

         (a)      Adoption of Rights Plan.
                  -----------------------

         The Board of Directors of United Rentals, Inc. (the "Company")
declared a dividend distribution of one Right for each outstanding share of
Company Common Stock and that number of Rights for each share of "Series
Preferred Stock" (as defined below) equal to the number of shares of Common
Stock into which such preferred shares would be convertible on the Record
Date, pursuant to their respective Certificates of Designations, to
shareholders of record at the close of business on October 19, 2001 (the
"Record Date"). Each Right entitles the registered holder to purchase from
the Company a unit consisting of one one-thousandth of a share (a "Unit")
of Series E Junior Participating Preferred Stock, $0.01 par value (the
"Series E Preferred Stock"), at a purchase price of $120.00 per Unit,
subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement"), dated as of September
28, 2001, between the Company and American Stock Transfer & Trust Co., as
Rights Agent. The Rights Agreement includes as Exhibit A the Form of
Certificate of Designation for the Series E Preferred Stock. The "Series
Preferred Stock" shall mean the "New Preferred" or "Prior Preferred", as
the case may be, as described in Part (b) below.

         Initially, the Rights will be attached to all Common Stock and
Series Preferred Stock certificates representing shares then outstanding,
and no separate Rights Certificates will be distributed. Subject to certain
exceptions specified in the Rights Agreement, the Rights will separate from
the Common Stock and Series Preferred Stock and a Distribution Date will
occur upon the earlier to occur of (i) the tenth day after the date (the
"Stock Acquisition Date") of the first public announcement by the Company
that any person or group has become the beneficial owner of 25% or more of
the Common Stock then outstanding (an "Acquiring Person") (other than: (y)
by reason of a stock repurchase by the Company, or (z) if, in the determination
of the Board of Directors, such person has inadvertently become the
beneficial owner of 25% or more of the Common Stock) or (ii) ten business
days (or such other period as may be set by the Board of Directors) after
the commencement by any person (other than the Company, any subsidiary of
the Company, any employee benefit plan of the Company or any subsidiary, or
any entity holding Common Stock for or pursuant to the terms of any such
plan) of a tender offer for 25% or more of the then outstanding shares of
Common Stock. Until the Distribution Date, (i) the Rights will be evidenced
by the Common Stock and Series Preferred Stock certificates, as applicable,
and will be transferred with and only with such Common Stock and Series
Preferred Stock certificates, (ii) new Common Stock and Series Preferred
Stock certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for outstanding stock will also constitute
the transfer of the Rights associated with the Common Stock represented by
such certificate; provided, however that in the case of the transfer of
Series Preferred Stock to be converted into Common Stock, in accordance
with their respective terms, the Rights associated with such shares of
Series Preferred Stock, as applicable, shall be extinguished, but the Common
Stock into which such shares are converted will be issued together with
associated Rights.

         The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York City time) on September 27, 2011, unless
earlier redeemed, exchanged, extended or terminated by the Company as
described below. At no time will the Rights have any voting power.

         As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors, only shares of Common Stock
and Series Preferred Stock, as applicable, issued prior to the Distribution
Date will be issued with Rights.

         In the event that a Person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise,
Common Stock having a value equal to two times the exercise price of the
Right. Notwithstanding any of the foregoing, following the occurrence of
the event set forth in this paragraph, all Rights that are or were acquired
or beneficially owned by any Acquiring Person will be void.

         For example, at an exercise price of $120 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $240 worth of Common Stock for $120. Assuming that the Common
Stock had a per share value of $30 at such time, the holder of each valid
Right would be entitled to purchase eight (8) shares of Common Stock for
$120.

         In the event (i) of a merger or other business combination
transaction involving the Company, or (ii) that the Company transfers
assets, cash flow or earnings power aggregating 50% or more of the assets,
cash flow or earnings power, as applicable, of the Company and its
subsidiaries (taken as a whole) to any other person, each holder of a Right
(except Rights which have previously been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of
the Right.

         At any time after a person becomes an Acquiring Person and prior
to the acquisition by such person or group of fifty percent (50%) or more
of the outstanding Common Stock, the Board may exchange the Rights (other
than Rights owned by such person or group which have become void), in whole
or in part, at an exchange ratio of one share of Common Stock, or one
one-thousandth of a share of Preferred Stock, per Right (subject to
adjustment).

         At any time until the Stock Acquisition Date, the Company may
redeem the Rights in whole, but not in part, at a price of $0.01 per Right
(adjusted to reflect any stock split, stock dividend or similar transaction
occurring after September 28, 2001). Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive
the redemption price.

         Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the
Rights will not be taxable to shareholders or to the Company, shareholders
may, depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the acquiring company
or in the event of the redemption of the Rights as set forth above.

         The Rights Agreement may be amended by the Board of Directors of
the Company; provided that after the Distribution Date, the Rights
Agreement shall not be amended in any manner which would adversely affect
the interests of holders of Rights.

         A copy of the Rights Agreement is being filed with the Securities
and Exchange Commission as an Exhibit to this Form 8-K. A copy of the
Rights Agreement is available free of charge from the Company. This summary
description of the Rights does not purport to be complete and is qualified
in its entirety by reference to the Rights Agreement, which is incorporated
herein by reference.

         (b)      Exchange of Preferred Stock.
                  ---------------------------
         On September 28, 2001, we entered into an Exchange Agreement with
the holders of the outstanding shares of our Series A Perpetual Convertible
Preferred Stock ("Series A Preferred") and Series B Perpetual Convertible
Preferred Stock ("Series B Preferred"). This agreement requires that (1)
each share of Series A Preferred be exchanged for a share of Series C
Perpetual Convertible Preferred Stock ("Series C Preferred") and (2) each
share of Series B Preferred be exchanged for a share of Series D Perpetual
Convertible Preferred Stock ("Series D Preferred"). We refer to the Series
A Preferred and Series B Preferred as our "Prior Preferred," and we refer
to the Series C Preferred and Series D Preferred as the "New Preferred."

         Set forth below is a summary of the material differences between
the Prior Preferred and the New Preferred. Except for these differences,
the terms of the Series C Preferred are in all material respects the same
as the Series A Preferred, and the terms of the Series D Preferred are in
all material respects the same as the Series B Preferred. The summary is
qualified in its entirety by the provisions of the Ex change Agreement,
which is filed as Exhibit 10 to this Report and is incorporated herein by
reference.

         The certificates of designation for the Prior Preferred provided
that, upon the occurrence of a Change of Control (as defined in these
certificates of designation), we are required to offer to redeem the Prior
Preferred. The term "Change of Control," as defined by these certificates
of designation, would have included certain transactions that were
disapproved by our board. The certificates of designation for the New
Preferred change these provisions by excluding from the definition of
"Change of Control" transactions that are defined as "Non-Approved Changes
of Control."

         In general, a Non-Approved Change of Control transaction is a
change of control transaction that the board has disapproved and which the
board has not facilitated by such actions as weakening or eliminating the
Rights Plan described in Part (a) of this Report. For additional
information, see the definition of "Non-Approved Change of Control" in
Section 2(c) of the Exchange Agreement.

         If a Non-Approved Change of Control occurs, the holders of the New
Preferred obtain the following additional rights, but only if, prior to the
transaction, the board does not elect to offer the holders of the New
Preferred essentially the same redemption rights that apply to an approved
Change of Control transaction:

          1. Board Matters. The holders of the Series C Preferred would
     have the right to elect a majority of our board. The balance of the
     board would continue to be elected by the common stockholders. The
     directors elected by the common stockholders, voting separately from
     the full board, would nominate their own successors. The directors
     elected by the Series C Preferred would stay in office until the later
     of (i) the date the board by unanimous vote declares and pays all
     accrued dividends on the New Preferred and (ii) the third anniversary
     of the Non-Approved Change of Control (or, if earlier, the date the
     board by unanimous vote gives the holders of the New Preferred the two
     year right to demand redemption of their shares at the price that
     applies to an approved Change of Control). So long as the directors
     elected by the Series C Preferred have the right to remain on the
     board, the board would not be permitted, without a unanimous vote, to
     approve any optional redemption of the New Preferred or declare, pay,
     or change the accrual rate of, any dividends on the New Preferred.

          2. Liquidation. Upon liquidation of our company, the holders of
     the New Preferred would be entitled to receive, in addition to the
     liquidation preference, an amount equal to 6.25% of the liquidation
     preference, compounded annually from the date the Series A Preferred
     was issued, in the case of the Series C Preferred, or the date the
     Series B was issued, in the case of the Series D Preferred, and
     ending on the date of the Non-Approved Change of Control. This amount
     would be in addition to the dividends described below.

          Also, after the holders of the New Preferred have received the
     liquidation preference and the additional amounts provided for above,
     and after holders of our common stock have received the equivalent
     amount, the holders of the New Preferred would participate with the
     holders of our common stock in any remaining amounts available for
     distribution (based upon the number of shares of common stock into
     which such preferred shares would then be convertible).

          3. Dividends. Dividends would begin to accrue on the New
     Preferred. Accrued dividends would not be payable until liquidation or
     sale of the Company, unless the board by unanimous vote approves
     earlier payment. The dividend rate would be 10% per annum of the
     liquidation preference, compounded annually. If these dividends are
     not paid quarterly, additional dividends would accrue at the rate of
     8% per annum of the liquidation preference, compounded annually. We
     would not be permitted to pay dividends on our common stock, or to
     repurchase our common stock, until all accrued regular and additional
     dividends on the New Preferred have been paid. Any regular or
     additional dividends that are not paid quarterly would be added to the
     liquidation preference.

     ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (c)      Exhibits.

         Exhibit
         No.             Exhibit
         -------         -------

         4            Rights Agreement, dated as of September 28, 2001,
                      between United Rentals, Inc. and American Stock
                      Transfer & Trust Co., as Rights Agent, including the
                      form of Certificate of Designation, Preferences and
                      Rights as Exhibit A, the form of Rights Certificates
                      as Exhibit B and the Summary of Rights as Exhibit C.
                      Pursuant to the Rights Agreement, printed Rights
                      Certificates will not be mailed until after the
                      Distribution Date (as such term is defined in the
                      Rights Agreement).

         10           Agreement, dated as of September 28, 2001, among
                      United Rentals, Inc., Apollo Investment Fund IV,
                      L.P., Apollo Overseas Partners IV, L.P. and Chase
                      Equity Associates, L.P.

                                 SIGNATURE

              Pursuant to the requirements of the Securities Exchange Act
     of 1934, the Registrant has duly caused this report to be signed on
     its behalf by the under signed hereunto duly authorized.

                                     UNITED RENTALS, INC.

                                     By:   /s/ Bradley S. Jacobs
                                        --------------------------------------
                                     Name:   Bradley S. Jacobs
                                     Title:  Chairman and Chief Executive
                                             Officer
     Date:  October 4, 2001

                               EXHIBIT INDEX

     Exhibit No.                        Exhibit Name
     ----------                         ------------

           4          Rights Agreement, dated as of September 28, 2001,
                      between United Rentals, Inc. and American Stock
                      Transfer & Trust Co., as Rights Agent, including the
                      form of Certificate of Designation, Preferences and
                      Rights as Exhibit A, the form of Rights Certificates
                      as Exhibit B and the Summary of Rights as Exhibit C.
                      Pursuant to the Rights Agreement, printed Rights
                      Certificates will not be mailed until after the
                      Distribution Date (as such term is defined in the
                      Rights Agreement).

         10           Agreement, dated as of September 28, 2001, among
                      United Rentals, Inc., Apollo Investment Fund IV,
                      L.P., Apollo Overseas Partners IV, L.P. and Chase
                      Equity Associates, L.P.