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Securities Exchange Act of 1934


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In connection with the Annual Meeting of Stockholders of United Rentals, Inc. (the “Company”) scheduled to be held on June 13, 2006, the Company is providing the following information to its stockholders.

The Company’s management will recommend to the Company’s Board of Directors at the next regularly scheduled meeting of the Board, currently scheduled to be held on June 13, 2006, that the Board amend the United Rentals, Inc. 2001 Comprehensive Stock Plan (formerly the United Rentals, Inc. 2001 Senior Stock Plan) to clarify that options may not be re-priced, either directly or indirectly through the cancellation of awards and substitution of new awards therefor, to lower the exercise price of such options. A copy of the 2001 Comprehensive Stock Plan is included as Appendix B to the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on June 13, 2006, which was filed with the SEC on May 1, 2006.