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RULE 424(b)(3)
REGISTRATION NO. 333-64463
Prospectus Supplement No. 5 dated July 31, 2000
to the Prospectus (the "Prospectus") of
United Rentals, Inc. (the "Company") and United Rentals Trust I,
dated January 20, 1999
(included in Registration Statement on Form S-3,
Registration No. 333-64463)
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The entities or persons listed below are considered Selling Holders for
purposes of the Prospectus with respect to the indicated numbers of Preferred
Securities beneficially owned by each such Selling Holder and shares of Common
Stock currently issuable upon conversion of such Preferred Securities. The
Prospectus covers all securities shown in the table below (and any Debentures
acquired in exchange therefor). In certain cases, the indicated Preferred
Securities may be held of record by a nominee or custodian for the account of
the Selling Holder. The indicated number of shares of Common Stock issuable upon
conversion of the Preferred Securities is subject to adjustment in ceratin
circumstances as described in the Prospectus. Capitalized terms used herein and
not defined herein have the meanings set forth in the Prospectus.
<TABLE>
<CAPTION>
# of Shares
# of Preferred Issuable upon
Securities Conversion of
Selling Holder Owned Pref. Securities
-------------- ---------- ----------------
<S> <C> <C>
Arkansas Teachers Retirement (1) 8,160 9,351
Delphi Foundation 537 616
Goldman Sachs and Company (1) (2) 26,000 29,795
Greyhound Lines 2,500 2,865
Lehman Brothers Inc. 9,000 10,314
Merrill Lynch, Pierce, Fenner and Smith Inc. (1) (2) 200 230
Morgan Stanley Dean Witter Income Builder Fund 10,900 12,491
Motors Insurance Corporation 30,300 34,722
Prudential Securities 4,235 4,854
</TABLE>
(1) The securities shown in the table with respect to the indicated Selling
Holder are in addition to the securities shown with respect to this Selling
Holder in the Prospectus to which this supplement relates and/or previous
supplements thereto.
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(2) The indicated Selling Holder was one of the initial purchasers of the
Preferred Securities from the Issuer and was paid customary compensation in
connection with the distribution of such securities. In addition, the
indicated Selling Holder (or its affiliates) has, from time to time,
provided, and may in the future provide, other investment banking services
to the Company for which the Selling Holder was or will be paid customary
compensation.
