RENTAL SERVICE CORP
DFAN14A, 1999-06-08
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.
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           pursuant to Exchange Act Rule 0-11 (set forth the amount on which
           the filing fee is calculated and state how it was determined):
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      Exchange Act Rule 0-11(a)(2) and identify the filing for which
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      filing by registration statement number, or the Form or Schedule
      and the date of its filing.
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 Portion of a script of remarks of John N. Milne, Vice Chairman, Chief
 Acquisition Officer, Secretary and Director of Parent relating to the
 Offer, made during a meeting with potential investors held on June 8, 1999.

 RENTAL SERVICE CORPORATION TENDER OFFER

 As you may be aware, on April 5 we made a $22.75 per share cash tender
 offer to acquire Rental Service Corporation, the third largest equipment
 rental company in the U.S.  We believe our offer, which is a 32% premium to
 the RSC share price prior to our offer, represents a very attractive
 proposal to the RSC shareholders, both in terms of the premium and the
 certainty of cash.  Our offer expires on June 18.

 Rental Service has 249 branches in 27 states, and the Street estimates that
 its revenue this year will be about $780 million.

 While we currently have operations in 25 of the 27 states in which Rental
 Service operates, RSC has primarily been focused on secondary areas while
 we have focused on larger metropolitan regions.  By consolidating selected
 locations and certain corporate functions, we believe we could achieve
 about $20 million in annual cost savings. This is only a rough estimate,
 however, since despite our many requests, Rental Service has shared no
 information with us.

 We are confident that we could efficiently integrate the two companies.  At
 United Rentals, we have a strong operating infrastructure already in place
 to support further expansion.  United Rentals and RSC share a common
 decentralized operating approach and use the same software system, which
 our Wynne Systems subsidiary provided to Rental Service under strict terms
 set forth in a license agreement.

 This potential acquisition would be in line with a central theme that we
 have been talking about since our IPO   that as you get bigger in this
 industry, you get better. Better in terms of purchasing power, utilizing
 equipment, selling used equipment, attracting and retaining talented
 employees, and in improving the overall cost structure in general.

 I'd now like to turn it over to Wayland to discuss operations.





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