================================================================================

                      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) DECEMBER 15, 1998
                                                 -----------------

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

     --------------------------------------------------------------------




   Delaware                           1-14387                     06-1522496
- --------------------------------------------------------------------------------
(State or Other Jurisdiction    (Commission File Number)      (IRS Employer
of Incorporation)                                            Identification No.)


    Four Greenwich Office Park, Greenwich, Connecticut              06830
- --------------------------------------------------------------------------------
        (Address of Principal Executive Offices)                 (Zip Code)



       Registrant's telephone number, including area code (203) 622-3131
                                                          --------------

================================================================================

 
Item 5. Other

United Rentals, Inc. (the "Company") completed two acquisitions during 1998 that
were accounted for as poolings-of-interests for financial accounting purposes.
The Company has restated its Consolidated Financial Statements for the three
years ended December 31, 1997 in order to reflect these transactions. Such
restated Consolidated Financial Statements are filed as an Exhibit hereto.

Exhibit
99.1     Consolidated Financial Statements of United Rentals, Inc.
         Report of Independent Auditors.
         Report of Independent Accountants.
         Consolidated balance sheets - December 31, 1997 and 1996.
         Consolidated Statements of Operations for the years ended
         December 31, 1997, 1996 and 1995.
         Consolidated Statements of Stockholders' Equity for the years ended
         December 31, 1997, 1996 and 1995.
         Consolidated Statements of cash flows for the years ended
         December 31, 1997, 1996 and 1995.
         Notes to Consolidated Financial Statements.

                                       2

 
                                  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 15th day of December, 1998.


                                        UNITED RENTALS, INC.


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

                                       3