WASHINGTON, D.C. 20549
                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                              UNITED RENTALS, INC.
                      UNITED RENTALS (NORTH AMERICA), INC.

          Delaware                    1-14387                  06-1522496
          Delaware                    1-13663                  06-1493538
(State or Other Jurisdiction of                               (IRS Employer
        Incorporation)          (Commission file Number)    Identification No.)

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

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

Four Greenwich Office Park, Greenwich, Connecticut 06830
(Former Address of Principal Executive Offices)

Item 9.  Regulation FD Disclosure.

         Exhibit 99.1 is incorporated by reference herein.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits


99.1       Investor Presentation--Edited Transcript



         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
undersigned hereunto duly authorized on this 14th day of November 2001.

                                          UNITED RENTALS, INC.

                                          By:  Michael J. Nolan
                                          Name:  Michael J. Nolan
                                          Title:  Chief Financial Officer

Date: November 14, 2001

                                          UNITED RENTALS (NORTH AMERICA), INC.

                                          By:  Michael J. Nolan
                                          Name:  Michael J. Nolan
                                          Title:  Chief Financial Officer

Date: November 14, 2001


                     Baird Industrial Technology Conference
                    Prepared remarks for investor conference
                                November 12, 2001
                     See forward-looking disclaimer at end.

Fred Bratman:

         Good morning. My name is Fred Bratman. I am vice president, corporate
communications. We appreciate your interest in our company and in our industry.

         United Rentals is the largest equipment rental company in North
America, and, for that matter, the world. Our size gives us significant
advantages over our competitors. It allows us to attract key customers -- such
as National Accounts -- because we are able to offer them the broadest fleet
selection, the most sophisticated information technology, and advanced safety
and risk management programs. Size also gives us greater purchasing power and
economies of scale. It helps us manage our fleet more profitably because nearly
all our branches are grouped in clusters throughout the country, and can thus
share equipment efficiently. Wayland will elaborate on some of these advantages

         The rental industry itself is large -- an estimated $25 billion in
annual revenue here in North America -- and growing rapidly, with a 14.5%
compound annual growth rate since 1990. This growth is driven by a powerful,
underlying trend of customers increasingly choosing to rent equipment rather
than buy. As a general rule, buying equipment doesn't make economic sense unless
the equipment is used at least about nine months a year. Renting not only avoids
capital outlays, it also eliminates the considerable costs associated with
maintaining, storing, repairing and eventually selling the piece of equipment.
The customer also gets a piece of equipment that's exactly right for the
specific task at hand. What's more, the trend to rent accelerates in uncertain
economic environments like the present.

         Despite its size, the equipment rental industry is still in the early
stages of growth. Only about 20% of construction equipment in North America is
presently rented. Compare this to the 50% to 80% penetration rate in Europe and
Asia. Industrial companies, which currently rent less than 2% of their
equipment, present an even greater opportunity for growth going forward. Most of
the equipment owned by industrial companies does not meet the
nine-month-per-year rule of thumb I mentioned earlier.

         To take advantage of this long-term industry growth, we have designed
an adaptable business model. During the robust part of the economy we operate
the business to generate significant revenue and EPS growth. During a slowdown,
we scale back capex, and run the business to produce substantial free cash flow
and pay down debt. We think we'll continue to do well in the downturn, and are
especially well positioned for rapid top and bottom line growth when the economy
picks up again.


         I'd now like to pass the presentation to Wayland Hicks, our chief
operating officer.

Wayland Hicks:

         Thanks, Fred.

         With trailing 12-month revenue of nearly $3 billion, we are, as Fred
said, the largest equipment rental company in North America. We have more than
500,000 units in our fleet with an original equipment cost of about $3.6
billion. We serve more than 1.4 million customers in 47 states and 7 Canadian
provinces, and we have a toehold in Mexico. Our customer base is highly
diversified; no single customer generates more than half of one percent of our
revenue. Our rental revenue reflects this diversification: about 27% is derived
from industrial customers, 15% from infrastructure contractors, 48% from
commercial construction contractors, and 10% from homeowners. Although the
homeowner segment is only 10% of the pie, it is a very profitable business for
us because this customer group is generally less price sensitive.

         Rental is our primary business -- we rent equipment on a daily, weekly
and monthly basis. This year, approximately 77% of our revenue was from rentals,
and 18% was from the sale of new equipment, merchandise and service. We also
sell our used equipment. Typically, we keep equipment in our fleet for four to
five years and then sell it. This year, sales of used equipment will represent
about 5% of our revenue, and generally this should range between 5% to 12% of
revenue. We enjoy healthy margins from used equipment sales as we buy our
equipment at substantial discounts and sell it retail.

         Our annual revenues of nearly $3 billion are twice the annual revenues
of our nearest competitor. In fact, the average revenue for the top 10 companies
in the industry, excluding United Rentals, is about $492 million annually. The
average revenue for the top 100 companies, excluding United Rentals, is about
$68 million annually. Once you get beyond the top 100 companies the revenue per
company drops off sharply since about 70% of rental companies are still small,
independently owned, "mom `n pop" businesses.

         Our size gives us the buying power to purchase equipment at rates 10%
to 30% below that of the small, independent rental operator, and we use our
sales force to sell used equipment directly to the customer, giving us the
ability to achieve higher gross margins.

         Our broad footprint --740 branches and a presence in 50% of the top 300
MSAs in the United States -- is an important advantage in attracting and
servicing National Account customers. National Accounts represent a
fast-growing, profitable segment of our customer base. We have 37 professionals
on our National Account team who focus primarily on the Fortune 1000 and ENR 400
and ENR 600 companies. On a year-over-year basis, we've grown our National
Account revenue from $245 million last year to an


estimated $350 million this year, representing over 40% growth. A total of 1,609
customers have signed National Account agreements with us as of September 30.
Some recent additions are Burlington Northern Santa Fe, Encompass Services, GE
Power Systems, Sunoco, SYSCO, Turner Construction and Qwest Communications.

         United Rentals is the largest participant in the specialty traffic
control services business as well. We offer equipment such as barricades,
warning signs and message boards. In fact, highway capacity has not kept pace
with automobile growth in the United States. Since 1970, licensed vehicles have
increased by 87%, but highway capacity has only increased by 6%. We are also
benefiting from TEA-21 federal legislation that made about $218 billion
available for repairing and constructing our nation's roads, highways and

         We have the largest rental fleet of aerial work platforms in North
America, with over 60,000 aerial units. This gives us an unparalleled ability to
quickly supply a large numbers of these machines to our customers wherever they
are working. We are currently participating in 33 large, multi-year projects,
which we refer to as our "big gun" projects -- projects that typically run for
two to three years, sometimes longer. In total, these 33 projects will call for
more than 11,000 pieces of equipment from us. A good example of a "big gun"
project is Phase 5 of the Orlando Convention Center in Orlando, Florida. This
project has been underway for a little over a year now, and will use more than
500 units of our equipment at peak. We are one of the few companies -- in some
cases the only company -- with the capability and flexibility to serve large job
sites like the convention center.

         In summary, our industry has demonstrated strong underlying growth
trends as the economics of renting are driving more and more equipment users to
rent equipment instead of buy. The industry is still far from being mature. We
are the leader in this industry and are capitalizing on the significant
advantages of our larger size. And we're also positioned to benefit from huge
national initiatives to repair and construct the nation's infrastructure.

         I will now pass the presentation to John Milne, our president.

John Milne:

         Thank you, Wayland, and good morning everyone.

         Our business model is flexible in that we can operate for rapid revenue
and EPS growth during strong economic times, and for significant free cash flow
generation and debt repayment during the down part of the cycle. During
downturns, we also redouble our efforts to strengthen our relationships with our
customers through increased sales training and customer events, and to gain
market share from our weaker competitors. We generate significant free cash flow
during downturns primarily by reducing the capital that we spend for growth by
cutting costs and by reducing our capital spent on fleet replacement.


         During 2001 we expect to generate about $275 million of free cash flow
from operations. Our capital plan calls for $275 million of net rental equipment
purchases and $50 million of non-rental equipment purchases. The reduced capex
will result in an 8% increase in the original equipment cost of our fleet and
will extend the average age of our fleet to only 32 months, well below the
industry average that we estimate to be over 50 months. Next year our gross
rental equipment purchases including growth and replacement capex should range
from $150 million to $400 million depending on economic conditions.

         Our business model has the flexibility to increase cash flow from
operations by managing the age of our fleet. We believe the optimal age to be
between 35 to 40 months. If we choose not to age the current fleet, we would
spend $250 million of net rental equipment purchases to maintain the average age
of our fleet, which we expect would give us free cash flow from operations of
$330 million. If we choose to further extend the fleet age by six months, net
rental purchases would only be $120 million and we would generate what we
consider to be an impressive $460 million of free cash flow.

         Let me now highlight some of the financial results that we expect going
forward for the balance of this year and for 2002, and touch briefly on our

         Revenue for this year should be about $2.9 billion, after taking into
account a planned reduction in used equipment sales of $200 million. We expect
same store rental revenue growth this year to be between 5% and 6%, with growth
of 8% in the first half of the year and, even with the recession, about 4% in
the last six months of the year. EBITDA for 2001 should be about $925 million,
with a margin of 32%. Our cost cutting programs reduced our third quarter SG&A
costs by $13.5 million. We aim to cut an additional $15 million to $20 million
of annual costs by the end of the first quarter.

         We reported earnings per share of $1.89 for 2000, up 15% over 1999 EPS
of $1.65. This year we anticipate EPS to be about $1.55. We think this is still
very strong considering the sluggish economic conditions and our decision to
reduce used equipment sales, which lowered EPS by about 40 cents a share.

         Our capitalization includes $1.75 billion of senior debt, or 38% of
capitalization. We have $951 million of subordinated debt outstanding, giving us
total debt of $2.7 billion, or 58.7% of capitalization. This year we expect our
credit statistics to remain strong, with EBITDA to interest coverage of
approximately 3.8 times, and we would expect to finish the year with debt to
EBITDA at roughly 2.7 times and debt-to-total capitalization of about 56.5%.

         I'd like to explain why we think well-managed rental companies should
earn superior financial returns at utilization rates typical of a healthy
economy. If we purchase a unit for $100,000, we might expect to rent it for
$62,700 a year for five years and sell it for $67,000 at the end. When you
assume fully loaded operating costs, including corporate overhead, the
after-tax, unleveraged IRR is 16.4%. If you look at the same


piece of equipment as just one incremental unit at a branch, and deduct only the
variable costs at the branch level, the IRR increases to 35.1%. This is an
impressive return on that capital asset.

         In summary, equipment rental has the potential to generate superior
financial returns for a well-managed company. We drive the business for
substantial free cash flow during down parts of the economic cycle, and operate
it for rapid revenue and EPS growth during strong economic times. We think that
by streamlining our cost structure during the current downturn, strengthening
our balance sheet, and emphasizing market share gains, we will be in an even
stronger position for growth once the economy begins to recover.

         Thank you.

                           Forward-Looking Disclaimer

Certain statements contained in this presentation are forward-looking in nature.
These statements can be identified by the use of forward-looking terminology
such as "believes," "expects," "may," "will," "should," "on track" or
"anticipates" or the negative thereof or comparable terminology, or by
discussions of strategy. The Company's business and operations are subject to a
variety of risks and uncertainties and, consequently, actual results may
materially differ from those projected by any forward-looking statements.
Factors that could cause actual results to differ from those projected include,
but are not limited to, the following: (1) continuing unfavorable industry
conditions could lead to a decrease in demand for the Company's equipment and to
a decline in prices realized by the Company for its products and services, (2)
governmental funding for highway and other construction projects may not reach
expected levels, (3) the Company cannot be certain that it will have access to
the additional capital that it may require or that its cost of capital will not
increase, (4) the Company may be required to pay increased prices for
acquisitions, and it may experience difficulty in integrating and deriving
synergies from acquisitions, (5) companies that United Rentals acquires could
have undiscovered liabilities, and (6) the Company is highly dependent on the
services of its senior management. These risks and uncertainties, as well as
others, are discussed in greater detail in the Company's filings with the
Securities and Exchange Commission, including its most recent Annual Report on
Form 10-K and its subsequent Quarterly Reports on Form 10-Q. The Company makes
no commitment to revise or update any forward-looking statements in order to
reflect events or circumstances after the date any such statement is made.