Item 5.02(b). Departure of Director.

On January 16, 2009, Wayland R. Hicks, a director of United Rentals, Inc. (the "Company"), tendered notice of his resignation, to be effective as of March 1, 2009, to Jenne K. Britell, chairman of the board of directors of the Company (the "Board"). The Board has accepted Mr. Hicks' resignation.

Item 5.02(d). Election of New Directors.

On January 16, 2009, the Board elected José B. Alvarez, Bobby J. Griffin and Filippo Passerini as directors of the Company. At this time, none of the new directors has been appointed to serve on any particular committee of the Board.

As compensation for their service on the Board, each of the new directors will receive (i) annual retainer fees of $60,000 for serving as director, (ii) meeting attendance fees of $2,000 for each Board meeting attended, and (iii) an annual equity grant of $60,000 in fully vested RSUs, generally to be paid after three years (subject to acceleration in certain circumstances). They also will be eligible to participate in a medical benefits program (comparable to that offered to our employees), at their own cost, and in United Rentals, Inc. Deferred Compensation Plan for Directors, under which our non-employee directors may elect to defer receipt of the fees that would otherwise be payable to them. In accordance with the Company's customary practice, the Company is entering into indemnification agreements with each of the new directors substantially in the form filed as an exhibit to the Company's annual report on Form 10-K for the year ended December 31, 2007. If any of the new directors is appointed to serve on one or more of our committees, he will receive certain additional compensation.

(d) Exhibits.

     Exhibit No.    Description
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     Exhibit 99.1   Press release, issued by the Company on January 22, 2009