Sec Form 4 Filing - RAM Holdings, Inc. @ UNITED RENTALS INC /DE - 2007-12-23

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 RAM Holdings, Inc. 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 _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) C/O CERBERUS CAPITAL MANAGEMENT, L.P., 299 PARK AVENUE, 22ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2007 (Street) NEW YORK, NY10171 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

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 RAM Holdings, Inc. C/O CERBERUS CAPITAL MANAGEMENT, L.P. 299 PARK AVENUE, 22ND FLOOR NEW YORK, NY10171 Former 10% Owner Signatures /s/ Steven F. Mayer, President 01/02/2008 Signature of Reporting Person Date

Explanation of Responses:

Remarks: RAM Holdings, Inc. ("RAM") was a party to (i) a Voting Agreement (the "Voting Agreement") and (ii) a Warrant Holders Agreement (the "Warrant Holders Agreement", and together with the Voting Agreement, the "Stockholders Agreements"). The Stockholders Agreements were entered into in connection with an Agreement and Plan of Merger (the "Merger Agreement") by and among RAM, RAM Acquisition Corp., a wholly owned subsidiary of RAM, and United Rentals, Inc. (the "Company"). Pursuant to the Stockholders Agreements, RAM had shared voting power and certain other rights with respect to 24,426,981 shares of common stock, par value $0.01 per share (the "Shares"), of the Company that were the subject of the Stockholders Agreements. As a result, RAM may have been deemed to beneficially own such Shares. On December 23, 2007, the Company terminated the Merger Agreement, which automatically resulted in the termination of the Stockholders Agreements. As of December 23, 2007, RAM beneficially owns no Shares. By virtue of the termination of the Merger Agreement and the resulting termination of the Stockholders Agreements, as of December 23, 2007 RAM may no longer be deemed to be the beneficial owner of more than ten percent of the Company's common stock (including any Shares that it may have previously been deemed to beneficially own as a result of such agreements). Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by RAM or any other person that it was the beneficial owner of any of the securities referred to herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

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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