Sec Form 4 Filing - ALESSI KEITH E @ H&E Equipment Services, Inc. - 2011-05-24

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 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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1. Name and Address of Reporting Person ALESSI KEITH E 2. Issuer Name and Ticker or Trading Symbol H&E Equipment Services, Inc. [ HEES] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Director (Last) (First) (Middle) C/O H&E EQUIPMENT SERVICES, INC., 11100 MEAD ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2011 (Street) BATON ROUGE, LA70816 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock, par value $0.01 ( 1 ) 05/24/2011 D 1,710 D $ 0 7,912 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ALESSI KEITH E C/O H&E EQUIPMENT SERVICES, INC. 11100 MEAD ROAD, SUITE 200 BATON ROUGE, LA70816 Former Director Signatures /s/ W. Scott BozzellAttorney-in-Fact 05/25/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person ended his service as a director of H&E Equipment Services, Inc. (the "Company") on May 24, 2011. In light of his many years of service to the Company, the Board of Directors of the Company approved an acceleration of the vesting on May 23, 2011 of the following shares of Company common stock, par value $0.01 per share ("Common Stock"), which were previously granted to the Reporting Person: (i) 166 shares of Common Stock which were scheduled to vest on June 30, 2011; (ii) 705 shares of Common Stock which were scheduled to vest on June 2, 2011; and (iii) 502 shares of Common Stock which were scheduled to vest on May 25, 2011. The Reporting Person's remaining unvested 1,710 shares of Common Stock, 706 shares of which he received on June 2, 2009 and 1,004 shares of which he received on May 25, 2010, were forfeited, as reported above, upon the termination of his service as a director.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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