<PAGE>
 
     As filed with the Securities and Exchange Commission on June 19, 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)
                               ------------------

  FIRST AMENDED AND RESTATED EMPLOYEE QUALIFIED STOCK PURCHASE 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                        250,000 (1)        $24.69       $6,172,500        $1,870.45
$.01 par value
</TABLE>
____________

(1) The First Amended and Restated Employee Qualified Stock Purchase Plan of
    Rental Service Corporation (the "Q.S.P. Plan") authorizes the issuance of a
    maximum of 250,000 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, par value
    $.01, on the New York Stock Exchange on June 17, 1997.

<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 Annual Report on Form 10-K for the fiscal year ended
             December 31, 1996, filed with the Securities and Exchange
             Commission (the "Commission") on March 12, 1997;

         B.  The Company's Quarterly Report on Form 10-Q for the quarter ended
             March 31, 1997, filed with the Commission on May 14, 1997;

         C.  The Company's Current Report on Form 8-K dated January 31, 1997;

         D.  The Company's Current Report on Form 8-K dated March 14, 1997;

         E.  The Company's Current Report on Form 8-K dated April 14, 1997;

         F.  The Company's Current Report on Form 8-K dated May 16, 1997;

         G.  The Company's Current Report on Form 8-K/A dated June 4, 1997;

         H.  The Company's Current Report on Form 8-K dated June 18, 1997; and

         I.  The description of the Common Stock, par value $.01 ("Common
             Stock"), of the Company contained in the Company's Registration
             Statement on Form S-1 (Registration No. 333-26753), filed with the
             Commission on May 9, 1997.

         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.

                                       2
<PAGE>
 
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.
<TABLE>
<CAPTION>
 
Item 8.      Exhibits
<S>          <C>
 
  4.1             First Amended and Restated Employee Qualified Stock Purchase
                  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 McGladrey & Pullen, LLP
 
  23.3            Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
 
  24.1            Powers of Attorney (included on page 5).
 
</TABLE>

                                       3
<PAGE>
 
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 of 1933, as amended (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.
             Notwithstanding the foregoing, any increase or decrease in volume
             of securities offered (if the total dollar value of securities
             offered would not exceed that which was registered) and any
             deviation from the low or high end of the estimated maximum
             offering range may be reflected in the form of prospectus filed
             with the Commission pursuant to Rule 424(b) if, in aggregate, the
             changes in volume and price represent no more than a 20% change in
             the maximum aggregate offering price set forth in the "Calculation
             of Registration Fee" table in the effective 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.

                                       4
<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 18th day of
June, 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      June 18, 1997
-------------------------          Chief Executive Officer
Martin R. Reid                   (Principal Executive Officer)
 
/s/ Robert M. Wilson                Chief Financial Officer,      June 18, 1997
-------------------------          Secretary and Treasurer
Robert M. Wilson                   (Principal Financial and
                                      Accounting Officer)
 
/s/ William M. Barnum, Jr.                  Director              June 18, 1997
-------------------------
William M. Barnum, Jr.

 
-------------------------                   Director
James R. Buch
 

/s/ Christopher A. Laurence                 Director              June 18, 1997
---------------------------
Christopher A. Laurence

 
/s/ Eric L. Mattson                         Director              June 18, 1997
---------------------------
Eric L. Mattson


/s/ Britton H. Murdoch                      Director              June 18, 1997
-------------------------
Britton H. Murdoch
</TABLE>

                                       5
<PAGE>
 
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
 
EXHIBIT                                                                            PAGE
-------                                                                            ----
<S>          <C>                                                                    <C>
 *4.1        First Amended and Restated Employee Qualified Stock Purchase Plan
             of Rental Service Corporation.                                           7
             
 
 *5.1        Opinion of Latham & Watkins as to the legality of the shares being
             registered.                                                              14
 
 
*23.1        Consent of Ernst & Young LLP.                                            15
 
*23.2        Consent of McGladrey & Pullen, LLP                                       16
 
*23.3        Consent of Latham & Watkins (included in Exhibit 5.1 hereto).            14
 
*24.1        Powers of Attorney (included on page 5).                                  5
 
</TABLE>
________________________
* Filed herewith

                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18975}]
{"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": "333-29579", "film-number": "97626442"}, "business-address": {"street1": "14505 N HAYDEN ROAD", "street2": "SUITE 322", "city": "SCOTTSDALE", "state": "AZ", "zip": "85260", "phone": "6029053300"}, "mail-address": {"street1": "14505 N HAYDEN ROAD", "street2": "SUITE 322", "city": "SCOTTSDALE", "state": "AZ", "zip": "85260"}}
As filed with the Securities and Exchange Commission on June 19, 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)
                               ------------------

  FIRST AMENDED AND RESTATED EMPLOYEE QUALIFIED STOCK PURCHASE 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                        250,000 (1)        $24.69       $6,172,500        $1,870.45
$.01 par value
____________

(1) The First Amended and Restated Employee Qualified Stock Purchase Plan of
    Rental Service Corporation (the "Q.S.P. Plan") authorizes the issuance of a
    maximum of 250,000 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, par value
    $.01, on the New York Stock Exchange on June 17, 1997.
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 Annual Report on Form 10-K for the fiscal year ended
             December 31, 1996, filed with the Securities and Exchange
             Commission (the "Commission") on March 12, 1997;

         B.  The Company's Quarterly Report on Form 10-Q for the quarter ended
             March 31, 1997, filed with the Commission on May 14, 1997;

         C.  The Company's Current Report on Form 8-K dated January 31, 1997;

         D.  The Company's Current Report on Form 8-K dated March 14, 1997;

         E.  The Company's Current Report on Form 8-K dated April 14, 1997;

         F.  The Company's Current Report on Form 8-K dated May 16, 1997;

         G.  The Company's Current Report on Form 8-K/A dated June 4, 1997;

         H.  The Company's Current Report on Form 8-K dated June 18, 1997; and

         I.  The description of the Common Stock, par value $.01 ("Common
             Stock"), of the Company contained in the Company's Registration
             Statement on Form S-1 (Registration No. 333-26753), filed with the
             Commission on May 9, 1997.

         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.

                                       2
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             First Amended and Restated Employee Qualified Stock Purchase
                  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 McGladrey & Pullen, LLP
 
  23.3            Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
 
  24.1            Powers of Attorney (included on page 5).
3
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 of 1933, as amended (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.
             Notwithstanding the foregoing, any increase or decrease in volume
             of securities offered (if the total dollar value of securities
             offered would not exceed that which was registered) and any
             deviation from the low or high end of the estimated maximum
             offering range may be reflected in the form of prospectus filed
             with the Commission pursuant to Rule 424(b) if, in aggregate, the
             changes in volume and price represent no more than a 20% change in
             the maximum aggregate offering price set forth in the "Calculation
             of Registration Fee" table in the effective 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.

                                       4
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 18th day of
June, 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      June 18, 1997
-------------------------          Chief Executive Officer
Martin R. Reid                   (Principal Executive Officer)
 
/s/ Robert M. Wilson                Chief Financial Officer,      June 18, 1997
-------------------------          Secretary and Treasurer
Robert M. Wilson                   (Principal Financial and
                                      Accounting Officer)
 
/s/ William M. Barnum, Jr.                  Director              June 18, 1997
-------------------------
William M. Barnum, Jr.

 
-------------------------                   Director
James R. Buch
 

/s/ Christopher A. Laurence                 Director              June 18, 1997
---------------------------
Christopher A. Laurence

 
/s/ Eric L. Mattson                         Director              June 18, 1997
---------------------------
Eric L. Mattson

/s/ Britton H. Murdoch                      Director              June 18, 1997
-------------------------
Britton H. Murdoch
5
INDEX TO EXHIBITS
EXHIBIT                                                                            PAGE
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*4.1        First Amended and Restated Employee Qualified Stock Purchase Plan
             of Rental Service Corporation.                                           7
             
 
 *5.1        Opinion of Latham & Watkins as to the legality of the shares being
             registered.                                                              14
 
 
*23.1        Consent of Ernst & Young LLP.                                            15
 
*23.2        Consent of McGladrey & Pullen, LLP                                       16
 
*23.3        Consent of Latham & Watkins (included in Exhibit 5.1 hereto).            14
 
*24.1        Powers of Attorney (included on page 5).                                  5
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* Filed herewith

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