Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
APOLLO INVESTMENT FUND IV LP
   2. Issuer Name and Ticker or Trading Symbol
UNITED RENTALS INC /DE [URI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
ONE MANHATTANVILLE ROAD, SUITE 201		 3. Date of Earliest Transaction (Month/Day/Year)
06/10/2008
(Street)

PURCHASE, NY 10577		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Perpetual Convertible Preferred Stock, Series C $ 25 (1) 06/10/2008   S     300,000   (2)   (2) Common Stock 12,000,000 $ 1,596.95 (3) 0 I See footnote (4)
Perpetual Convertible Preferred Stock, Series D-1 $ 30 (1) 06/10/2008   S     100,000   (2)   (2) Common Stock 3,333,333 $ 1,330.79 (3) 0 I See footnote (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
APOLLO INVESTMENT FUND IV LP
ONE MANHATTANVILLE ROAD, SUITE 201
PURCHASE, NY 10577		     X    
APOLLO OVERSEAS PARTNERS IV LP
ONE MANHATTANVILLE ROAD, SUITE 201
PURCHASE, NY 10577		     X    
APOLLO MANAGEMENT IV LP
ONE MANHATTANVILLE ROAD, SUITE 201
PURCHASE, NY 10577		     X    
APOLLO ADVISORS IV LP
ONE MANHATTANVILLE ROAD, SUITE 201
PURCHASE, NY 10577		     X    
Apollo Management, L.P.
ONE MANHATTANVILLE ROAD, SUITE 201
PURCHASE, NY 10577		     X    
Apollo Management GP, LLC
ONE MANHATTANVILLE ROAD, SUITE 201
PURCHASE, NY 10577		     X    
Apollo Principal Holdings I, L.P.
ONE MANHATTANVILLE ROAD, SUITE 201
PURCHASE, NY 10577		     X    
Apollo Principal Holdings I GP, LLC
ONE MANHATTANVILLE ROAD, SUITE 201
PURCHASE, NY 10577		     X    

Signatures

 [see signatures attached as Exhibit 99.2]   06/12/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The conversion price of each of the Perpetual Convertible Preferred Stock, Series C (the "Series C Preferred") and the Perpetual Convertible Preferred Stock, Series D-1(the "Series D-1 Preferred") is based upon an initial liquidation preference of $1000 per share.
(2) The Series C Preferred and the Series D-1 Preferred were convertible into common stock at any time and had no expiration date.
(3) See Exhibit 99.1
(4) See Exhibit 99.1

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