UNITED RENTALS NORTH AMERICA INC
8-K, 1998-08-07
EQUIPMENT RENTAL & LEASING, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM 8-K
                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)AUGUST 5, 1998
                                                       ------------------


                      UNITED RENTALS (NORTH AMERICA), INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


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<TABLE>
<CAPTION>
 
     <S>                       <C>                          <C>
     Delaware                  1-13663                      06-1493538
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(State or Other Jurisdiction  (Commission file Number)      (IRS Employer
of  Incorporation)                                          Identification No.)
 
</TABLE>
    Four Greenwich Office Park, Greenwich, Connecticut           06830 
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           (Address of Principal Executive Offices)        (Zip Code)


       Registrant's telephone number, including area code (203) 622-3131
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Item 5. Other
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     On August 5, 1998, a reorganization (the "Reorganization") of the legal
structure of the Registrant was effected pursuant to which (i) the Registrant
became a wholly owned subsidiary of a newly formed holding company, (ii) the
name of the Registrant was changed from United Rentals, Inc. to United Rentals
(North America), Inc., (iii) the name of the new holding company became United
Rentals, Inc., (iv) the outstanding common stock of the Registrant was
automatically converted, on a share for share basis, into common stock of the
new holding company and (v) the common stock of the new holding company
commenced trading on the New York Stock Exchange under the symbol "URI" instead
of the common stock of the Registrant.  The purpose of the reorganization was to
facilitate certain financings. The business operations of the Registrant will
not change as a result of the reorganization.

     The Reorganization was effected pursuant to Section 251(g) of the Delaware
General Corporation Law and did not require stockholder approval. The
stockholders of the new holding company have the same rights, priviliges and
interests with respect to the holding company as they had with respect to the
Registrant immediately prior to the Reorganization.

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                                   SIGNATURES

     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 7th day of August, 1998.


                                    UNITED RENTALS, INC.



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

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