EXHIBIT 10.1

                             REVOLVING CREDIT NOTE



$22,000,000.00                                               Modesto, California
                                                             April 6, 1998


     FOR VALUE RECEIVED, the undersigned, a California corporation ("Maker"),
promises to pay to Richard D. Colburn or order ("Holder"), at Beverly Hills,
California, or at such other place as may be designated, on demand, the
principal balance ($22,000,000) plus accrued interest on an amount up to two
million dollars ($2,000,000) as represented by advances, repayments and
readvances.

     Draws upon this Revolving Credit Note may be made in whole or in part as
requested by Holder from time to time.  Interest thereon from the date thereof
shall accrue on the outstanding principal balance at the same rate charged by
Bank of America to U.S. Rentals, Inc. under the credit agreement between the
bank and the Company dated February 26, 1997.  Changes in the rate hereunder
shall be effective as of the first day of each calendar month, but in no event
shall interest accrue at a rate in excess of the maximum rate of interest
allowable under California law.  Interest shall be payable no later than
December 31, of each calendar year.

     Principal and interest are payable in lawful money of the United States.
If action be instituted on this note, the undersigned corporation promises to
pay such sum as the court may fix as attorney's fees.

IN WITNESS THEREOF, the undersigned has executed this Note on the above date.


                                                  U.S. Rentals, Inc.



                                                  BY /s/ John S. McKinney
                                                    ------------------------
                                                    John S. McKinney