<PAGE>
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1997
                                                  Registration No. 333-
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------
                           RENTAL SERVICE CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                      33-0569350
(State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                 Identification No.)

14505 N. HAYDEN ROAD, SUITE 322
SCOTTSDALE, ARIZONA                                      85260
(Address of Principal Executive Offices)               (Zip Code)

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

        THE 1996 EQUITY PARTICIPATION PLAN OF RENTAL SERVICE CORPORATION
                            (Full title of the plan)

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

                                 MARTIN R. REID
                            CHIEF EXECUTIVE OFFICER
                           RENTAL SERVICE CORPORATION
                        14505 N. HAYDEN ROAD, SUITE 322
                           SCOTTSDALE, ARIZONA 85260
                    (Name and address of agent for service)
                                 (602) 905-3300
         (Telephone Number, Including Area Code, of Agent For Service)

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

                                   Copies to:
                          ELIZABETH A. BLENDELL, ESQ.
                                LATHAM & WATKINS
                       633 WEST FIFTH STREET, SUITE 4000
                         LOS ANGELES, CALIFORNIA 90071
                                 (213) 485-1234

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------ 
                                                     Proposed
                                    Proposed          Maximum
            Amount                  Maximum          Aggregate       Amount of
           Title of                  to be        Offering Price      Offering     Registration
 Securities to be Registered     Registered (1)    Per Share (2)     Price (2)         Fee
------------------------------------------------------------------------------------------------ 
<S>                              <C>              <C>               <C>            <C>
Common Stock                      1,000,000 (1)        $21.75       $21,750,000        $6,591
$.01 par value
</TABLE>
--------------

(1) The 1996 Equity Participation Plan of Rental Service Corporation (the
    "Plan") authorizes the issuance of a maximum of 1,000,000 shares.
(2) For purposes of computing the registration fee only.  Pursuant to Rule
    457(h), the Proposed Maximum Offering Price Per Share is based upon the
    average of the high and low prices for the Company's Common Stock on the
    NASDAQ National Market on February 24, 1997.

                        Exhibit Index appears on page 7
<PAGE>
 
                                     PART I

Item 1.  Plan Information

         Not required to be filed with this Registration Statement.


Item 2.  Registrant Information and Employee Plan Annual Information

         Not required to be filed with this Registration Statement.


                                    PART II

Item 3.  Incorporation of Documents by Reference

       The registrant, Rental Service Corporation, a Delaware corporation (the
"Company"), hereby incorporates the following documents in this Registration
Statement by reference:

       A.  The Company's Prospectus, dated September 18, 1996, filed with the
           Securities and Exchange Commission (the "Commission") pursuant to
           Rule 424(b) of the Securities Act of 1933, as amended (the
           "Securities Act"), on September 18, 1996;

       B.  The Company's Quarterly Report on Form 10-Q for the quarter ended
           September 30, 1996; and

       C.  Description of the Company's Common Stock contained (i) in the
           Registration Statement on Form S-1 filed with the Commission pursuant
           to the Act, on June 13, 1996, and amended by Amendment No. 1 thereto
           filed with the Commission on July 31, 1996, Amendment No. 2 thereto
           filed with the Commission on August 22, 1996 and Amendment No. 3
           thereto filed with the Commission on September 17, 1996 and (ii) in
           the Registration Statement on Form S-1 filed with the Commission
           pursuant to Rule 462(b) of the Act on September 19, 1996.

       All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this registration statement
and are a part hereof from the date of filing 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 or is 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.


Item 5.  Interests of Named Experts and Counsel

         Not applicable.
<PAGE>
 
Item 6.  Indemnification of Directors and Officers

       Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") gives Delaware corporations broad powers to indemnify their present and
former directors and officers against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with threatened, pending or completed actions, suits or
proceedings to which they are parties or are threatened to be made parties by
reason of being or having been such directors or officers, subject to specified
conditions and exclusions; gives a director or officer who successfully defends
an action the right to be so indemnified; and permits a corporation to buy
directors' and officers' liability insurance.  Such indemnification is not
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of stockholders or otherwise.

       The Certificate of Incorporation provides that a director of the Company
will not be personally liable to the Company or its stockholders for monetary
damages for any breach of fiduciary duty as a director, except in certain cases,
where liability is mandated by the DGCL.  The provision has no effect on any
non-monetary remedies that may be available to the Company or its stockholders,
nor does it relieve the Company or its directors from compliance with federal or
state securities laws.  The Bylaws of the Company generally provide that the
Company shall indemnify, to the fullest extent permitted by law, any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit, investigation, administrative hearing or any other
proceeding (each, a "Proceeding") by reason of the fact that he is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another entity, against
expenses (including attorneys' fees) and losses, claims, liabilities, judgments,
fines and amounts paid in settlement actually incurred by him in connection with
such Proceeding.  The Company has entered into, or intends to enter into,
agreements to provide indemnification for the Company's directors and executive
officers in addition to the indemnification provided for in the Bylaws.  These
agreements, among other things, will indemnify the Company's directors and
executive officers for certain expenses (including attorney's fees), and all
losses, claims, liabilities, judgments, fines and settlement amounts incurred by
such person arising out of or in connection with such person's service as a
director or officer of the Company to the fullest extent permitted by applicable
law.  In addition, the Company has obtained director and officer liability
insurance that insures the Company's directors and officers against certain
liabilities.


Item 7.  Exemption from Registration Claimed

         Not applicable.
 
Item 8.  Exhibits
<TABLE> 
<C>          <S> 
  4.1        Stockholders' Agreement, dated as of January 4, 1996, by and among
             Rental Service Corporation and certain stockholders (incorporated by
             reference to Exhibit 10.11 to the Form S-1 Registration Statement filed by
             Rental Service Corporation on June 13, 1996 under the Securities Act (No.
             333-05949) (the "June 1996 Form S-1")).
 
  4.2        The 1996 Equity Participation Plan of Rental Service Corporation.
 
  5.1        Opinion of Latham & Watkins as to the legality of the shares being
             registered.
 
  23.1       Consent of Ernst & Young LLP.
</TABLE>
<PAGE>
 
<TABLE> 
<C>          <S> 
23.2         Consent of Ernst & Young LLP

23.3         Consent of Latham & Watkins (included in Exhibit 5.1 hereto).

24.1         Powers of Attorney (included on page 5).
</TABLE>

Item 9.  Undertakings

     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:

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

          (b) To reflect in the prospectus any facts or events arising after the
     effective date of this 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;

          (c) 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 (1)(a) and (1)(b) shall not apply to
information contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Sections 13 or 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, 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.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Sections 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.

     Insofar as indemnification for liabilities arising under the Securities Act
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 Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 the City of Scottsdale, State of Arizona, on this 26th day of
February, 1997.

                              RENTAL SERVICE CORPORATION


                              By:   /s/ Martin R. Reid
                                  --------------------              
                                    Martin R. Reid
                                    Chairman of the Board and
                                    Chief Executive Officer


                               POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Martin
R. Reid, and each or any of them, his true and lawful attorney-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in their capacities and
on the dates indicated.

<TABLE>
<CAPTION>

    SIGNATURE                       TITLE                            DATE
    ---------                       -----                            ----
<S>                                <C>                               <C> 
/s/ Martin R. Reid                 Chairman of the Board and         February 26, 1997
------------------------------      Chief Executive Officer
Martin R. Reid                      (Principal Executive Officer)
 
/s/ Douglas A. Waugaman            Vice President, Chief             February 26, 1997
------------------------------      Financial Officer, Secretary
Douglas A. Waugaman                 and Treasurer (Principal
                                    Financial and Accounting
                                    Officer)
 
/s/ William M. Barnum, Jr.         Director                          February 26, 1997
------------------------------
William M. Barnum, Jr.

/s/ James R. Buch                  Director                          February 26, 1997
------------------------------
James R. Buch

/s/ Christopher A. Laurence        Director                          February 26, 1997
------------------------------
Christopher A. Laurence
 
/s/ John G. Quigley                Director                          February 26, 1997
------------------------------
John G. Quigley
 
/s/ Frederick J. Warren            Director                          February 26, 1997
------------------------------
Frederick J. Warren

</TABLE> 
<PAGE>

<TABLE> 

<S>                               <C>                                <C> 
/s/ Eric L. Mattson                Director                          February 26, 1997
----------------------
Eric L. Mattson

/s/ Britton H. Murdoch             Director                          February 26, 1997
-------------------------
Britton H. Murdoch
</TABLE>
<PAGE>
 
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
 
 EXHIBIT                                                                             PAGE
 -------                                                                             ----
<C>          <S> 
 
  4.1        Stockholders' Agreement, dated as of January 4, 1996, by and among      N/A
             Rental Service Corporation and certain stockholders (incorporated by
             reference to Exhibit 10.11 to the June 1996 Form S-1).
 
 *4.2        The 1996 Equity Participation Plan of Rental Service Corporation.          8

 *5.1        Opinion of Latham & Watkins as to the legality of the shares being        27
             registered.
 
*23.1        Consent of Ernst & Young LLP.                                             28
 
*23.2        Consent of Ernst & Young LLP.                                             29
 
*23.3        Consent of Latham & Watkins (included in Exhibit 5.1 hereto).             27
 
*24.1        Powers of Attorney (included on page 5).                                   5
 
</TABLE>
------------------------
* Filed herewith
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18532}]
{"company-data": {"conformed-name": "RENTAL SERVICE CORP", "cik": "0001016572", "assigned-sic": "7359", "irs-number": "330569350", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22403", "film-number": "97544562"}, "business-address": {"street1": "14505 N HAYDEN ROAD", "street2": "SUITE 322", "city": "SCOTTSDALE", "state": "AZ", "zip": "85260", "phone": "6029053300"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1997
                                                  Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------
                           RENTAL SERVICE CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                      33-0569350
(State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                 Identification No.)

14505 N. HAYDEN ROAD, SUITE 322
SCOTTSDALE, ARIZONA                                      85260
(Address of Principal Executive Offices)               (Zip Code)

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

        THE 1996 EQUITY PARTICIPATION PLAN OF RENTAL SERVICE CORPORATION
                            (Full title of the plan)

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

                                 MARTIN R. REID
                            CHIEF EXECUTIVE OFFICER
                           RENTAL SERVICE CORPORATION
                        14505 N. HAYDEN ROAD, SUITE 322
                           SCOTTSDALE, ARIZONA 85260
                    (Name and address of agent for service)
                                 (602) 905-3300
         (Telephone Number, Including Area Code, of Agent For Service)

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

                                   Copies to:
                          ELIZABETH A. BLENDELL, ESQ.
                                LATHAM & WATKINS
                       633 WEST FIFTH STREET, SUITE 4000
                         LOS ANGELES, CALIFORNIA 90071
                                 (213) 485-1234

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------ 
                                                     Proposed
                                    Proposed          Maximum
            Amount                  Maximum          Aggregate       Amount of
           Title of                  to be        Offering Price      Offering     Registration
 Securities to be Registered     Registered (1)    Per Share (2)     Price (2)         Fee
------------------------------------------------------------------------------------------------
Common Stock                      1,000,000 (1)        $21.75       $21,750,000        $6,591
$.01 par value
--------------

(1) The 1996 Equity Participation Plan of Rental Service Corporation (the
    "Plan") authorizes the issuance of a maximum of 1,000,000 shares.
(2) For purposes of computing the registration fee only.  Pursuant to Rule
    457(h), the Proposed Maximum Offering Price Per Share is based upon the
    average of the high and low prices for the Company's Common Stock on the
    NASDAQ National Market on February 24, 1997.

                        Exhibit Index appears on page 7
PART I

Item 1.  Plan Information

         Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information

         Not required to be filed with this Registration Statement.

                                    PART II

Item 3.  Incorporation of Documents by Reference

       The registrant, Rental Service Corporation, a Delaware corporation (the
"Company"), hereby incorporates the following documents in this Registration
Statement by reference:

       A.  The Company's Prospectus, dated September 18, 1996, filed with the
           Securities and Exchange Commission (the "Commission") pursuant to
           Rule 424(b) of the Securities Act of 1933, as amended (the
           "Securities Act"), on September 18, 1996;

       B.  The Company's Quarterly Report on Form 10-Q for the quarter ended
           September 30, 1996; and

       C.  Description of the Company's Common Stock contained (i) in the
           Registration Statement on Form S-1 filed with the Commission pursuant
           to the Act, on June 13, 1996, and amended by Amendment No. 1 thereto
           filed with the Commission on July 31, 1996, Amendment No. 2 thereto
           filed with the Commission on August 22, 1996 and Amendment No. 3
           thereto filed with the Commission on September 17, 1996 and (ii) in
           the Registration Statement on Form S-1 filed with the Commission
           pursuant to Rule 462(b) of the Act on September 19, 1996.

       All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this registration statement
and are a part hereof from the date of filing 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 or is 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.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.
Item 6.  Indemnification of Directors and Officers

       Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") gives Delaware corporations broad powers to indemnify their present and
former directors and officers against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with threatened, pending or completed actions, suits or
proceedings to which they are parties or are threatened to be made parties by
reason of being or having been such directors or officers, subject to specified
conditions and exclusions; gives a director or officer who successfully defends
an action the right to be so indemnified; and permits a corporation to buy
directors' and officers' liability insurance.  Such indemnification is not
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of stockholders or otherwise.

       The Certificate of Incorporation provides that a director of the Company
will not be personally liable to the Company or its stockholders for monetary
damages for any breach of fiduciary duty as a director, except in certain cases,
where liability is mandated by the DGCL.  The provision has no effect on any
non-monetary remedies that may be available to the Company or its stockholders,
nor does it relieve the Company or its directors from compliance with federal or
state securities laws.  The Bylaws of the Company generally provide that the
Company shall indemnify, to the fullest extent permitted by law, any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit, investigation, administrative hearing or any other
proceeding (each, a "Proceeding") by reason of the fact that he is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another entity, against
expenses (including attorneys' fees) and losses, claims, liabilities, judgments,
fines and amounts paid in settlement actually incurred by him in connection with
such Proceeding.  The Company has entered into, or intends to enter into,
agreements to provide indemnification for the Company's directors and executive
officers in addition to the indemnification provided for in the Bylaws.  These
agreements, among other things, will indemnify the Company's directors and
executive officers for certain expenses (including attorney's fees), and all
losses, claims, liabilities, judgments, fines and settlement amounts incurred by
such person arising out of or in connection with such person's service as a
director or officer of the Company to the fullest extent permitted by applicable
law.  In addition, the Company has obtained director and officer liability
insurance that insures the Company's directors and officers against certain
liabilities.

Item 7.  Exemption from Registration Claimed

         Not applicable.
 
Item 8.  Exhibits
4.1        Stockholders' Agreement, dated as of January 4, 1996, by and among
             Rental Service Corporation and certain stockholders (incorporated by
             reference to Exhibit 10.11 to the Form S-1 Registration Statement filed by
             Rental Service Corporation on June 13, 1996 under the Securities Act (No.
             333-05949) (the "June 1996 Form S-1")).
 
  4.2        The 1996 Equity Participation Plan of Rental Service Corporation.
 
  5.1        Opinion of Latham & Watkins as to the legality of the shares being
             registered.
 
  23.1       Consent of Ernst & Young LLP.
23.2         Consent of Ernst & Young LLP

23.3         Consent of Latham & Watkins (included in Exhibit 5.1 hereto).

24.1         Powers of Attorney (included on page 5).
Item 9.  Undertakings

     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:

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

          (b) To reflect in the prospectus any facts or events arising after the
     effective date of this 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;

          (c) 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 (1)(a) and (1)(b) shall not apply to
information contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Sections 13 or 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, 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.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Sections 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.

     Insofar as indemnification for liabilities arising under the Securities Act
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 Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 the City of Scottsdale, State of Arizona, on this 26th day of
February, 1997.

                              RENTAL SERVICE CORPORATION

                              By:   /s/ Martin R. Reid
                                  --------------------              
                                    Martin R. Reid
                                    Chairman of the Board and
                                    Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Martin
R. Reid, and each or any of them, his true and lawful attorney-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in their capacities and
on the dates indicated.
SIGNATURE                       TITLE                            DATE
    ---------                       -----                            ----
/s/ Martin R. Reid                 Chairman of the Board and         February 26, 1997
------------------------------      Chief Executive Officer
Martin R. Reid                      (Principal Executive Officer)
 
/s/ Douglas A. Waugaman            Vice President, Chief             February 26, 1997
------------------------------      Financial Officer, Secretary
Douglas A. Waugaman                 and Treasurer (Principal
                                    Financial and Accounting
                                    Officer)
 
/s/ William M. Barnum, Jr.         Director                          February 26, 1997
------------------------------
William M. Barnum, Jr.

/s/ James R. Buch                  Director                          February 26, 1997
------------------------------
James R. Buch

/s/ Christopher A. Laurence        Director                          February 26, 1997
------------------------------
Christopher A. Laurence
 
/s/ John G. Quigley                Director                          February 26, 1997
------------------------------
John G. Quigley
 
/s/ Frederick J. Warren            Director                          February 26, 1997
------------------------------
Frederick J. Warren
/s/ Eric L. Mattson                Director                          February 26, 1997
----------------------
Eric L. Mattson

/s/ Britton H. Murdoch             Director                          February 26, 1997
-------------------------
Britton H. Murdoch
INDEX TO EXHIBITS
EXHIBIT                                                                             PAGE
 -------                                                                             ----
4.1        Stockholders' Agreement, dated as of January 4, 1996, by and among      N/A
             Rental Service Corporation and certain stockholders (incorporated by
             reference to Exhibit 10.11 to the June 1996 Form S-1).
 
 *4.2        The 1996 Equity Participation Plan of Rental Service Corporation.          8

 *5.1        Opinion of Latham & Watkins as to the legality of the shares being        27
             registered.
 
*23.1        Consent of Ernst & Young LLP.                                             28
 
*23.2        Consent of Ernst & Young LLP.                                             29
 
*23.3        Consent of Latham & Watkins (included in Exhibit 5.1 hereto).             27
 
*24.1        Powers of Attorney (included on page 5).                                   5
------------------------
* Filed herewith