Sec Form 4 Filing - MILNE JOHN N @ UNITED RENTALS INC /DE - 2004-04-08

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 MILNE JOHN N 2. Issuer Name and Ticker or Trading Symbol UNITED RENTALS INC /DE [ URI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CFO (Last) (First) (Middle) UNITED RENTALS, INC., FIVE GREENWICH OFFICE PARK 3. Date of Earliest Transaction (MM/DD/YY) 04/08/2004 (Street) GREENWICH, CT06830 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 ( 1 ) 04/08/2004 A 6,940 A 1,106,132 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 Phantom Stock Units ( 2 ) 04/08/2004 A 160,000 ( 3 ) ( 3 ) Common Stock 160,000 $ 0 160,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MILNE JOHN N UNITED RENTALS, INC. FIVE GREENWICH OFFICE PARK GREENWICH, CT06830 X President and CFO Signatures John N. Milne 04/09/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares were awarded to Mr. Milne as part of his 2003 bonus from United Rentals, Inc. This bonus was paid 50% in the form of stock (valued at the closing price of the stock on April 8, 2004) and 50% in cash. ( 2 )Upon vesting, the Units will be settled with shares of common stock on a one-for-one basis. ( 3 )Subject to acceleration in certain circumstances, 20,000 Units shall vest on each of January 1, 2005, July 1, 2005 and January 1, 2006; and 100,000 Units shall vest on December 31, 2008.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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