RENTAL SERVICE CORP
DFAN14A, 1999-06-28
EQUIPMENT RENTAL & LEASING, NEC
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                           SCHEDULE 14A INFORMATION
            CONSENT STATEMENT PURSUANT TO SECTION 14(a) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

 Filed by the Registrant  [ ]
 Filed by a Party other than the Registrant  [X]

 Check the appropriate box:
 [   ] Preliminary Consent Statement
 [   ] Confidential, for Use of the Commission Only (as permitted by
         Rule 14a-6(e)(2))
 [   ] Definitive Consent Statement
 [ X ] Definitive Additional Materials
 [ X ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


                         RENTAL SERVICE CORPORATION
             (Name of Registrant as Specified in Its Charter)

                            UNITED RENTALS, INC.
 (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 Payment of Filing Fee (Check the appropriate box):
 [ X ]  No fee required.
 [   ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
           and 0-11.
        (1)  Title of each class of securities to which transaction applies:
        (2)  Aggregate number of securities to which transaction applies:
        (3)  Per unit price or other underlying value of transaction
             computed pursuant to Exchange Act Rule 0-11 (set forth the
             amount on which the filing fee is calculated and state how it
             was determined):
        (4)  Proposed maximum aggregate value of transactions:
        (5)  Total fee paid:
  [  ]  Fee paid previously with preliminary materials.
  [  ]  Check box if any part of the fee is offset as provided by
        Exchange Act Rule 0-11(a)(2) and identify the filing for which
        the offsetting fee was paid previously. Identify the previous
        filing by registration statement number, or the Form or Schedule
        and the date of its filing.
        (1)  Amount Previously Paid:
        (2)  Form, Schedule or Registration Statement No.:
        (3)  Filing Party:
        (4)  Date Filed:






 [UNITED RENTALS LOGO]

 FOR IMMEDIATE RELEASE

                    UNITED RENTALS TERMINATES PROPOSAL
                  TO ACQUIRE RENTAL SERVICE CORPORATION

 GREENWICH, CT, JUNE 28, 1999 -- United Rentals, Inc. (NYSE:URI) today
 announced that it is terminating its tender offer and consent solicitation
 relating to its proposal to acquire Rental Service Corporation (NYSE: RSV).

 Bradley S. Jacobs, chairman and chief executive officer of United Rentals,
 said, "In light of the $29 a share offer announced this morning, we have
 decided not to compete for Rental Service Corporation at this price level."

 United Rentals, Inc. is the largest equipment rental company in North
 America and serves a wide range of customers through its network of 506
 locations in 41 states, six Canadian provinces and Mexico. Additional
 information about United Rentals is available at the Company's website at
 www.unitedrentals.com.

 The matters discussed in this news release include certain forward-looking
 statements that involve specific risks and uncertainties, which could cause
 actual results to differ materially from those forward-looking statements,
 including those detailed in the Company's filings with the Securities and
 Exchange Commission and quarterly reports filed on Form 10-Q.  The Company
 makes no commitment to disclose any revisions to forward-looking
 statements, or any facts, events or circumstances after the date hereof
 that may bear upon forward-looking statements.

                             # # #

 Investor contact:                  Media contact:
 Robert Miner                       Fred Bratman or Tracy Williams
 United Rentals, Inc.               Sard Verbinnen & Company
 (203) 622-3131                     (212) 687-8080
 [email protected]                      [email protected] or
                                    [email protected]





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