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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1. Name and Address of Reporting Person * BRADLEY S JACOBS   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O UNITED RENTALS, INC., FIVE GREENWICH OFFICE PARK 3. Date of Earliest Transaction (Month/Day/Year) 08/23/2007 (Street) GREENWICH, CT 06830 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (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 Common Stock 08/23/2007   X(1)(2)   400,000 A $ 10 1,811,281 D   Common Stock 08/23/2007   D(1)(2)   124,128 D $ 32.225 (4) 1,687,153 D   Common Stock 08/23/2007   X(1)(3)   3,271,000 A $ 10 3,771,000 I By LLC. Common Stock 08/23/2007   D(1)(3)   1,015,051 D $ 32.225 (4) 2,755,949 I By LLC.

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

Warrants

$ 10

08/23/2007

X(1)

400,000

09/12/1997

09/12/2007

Common Stock

400,000

$ 0

0

D

Warrants

$ 10

08/23/2007

X(1)

3,271,000

09/12/1997

09/12/2007

Common Stock

3,271,000

$ 0

0

I

By LLC.

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BRADLEY S JACOBS C/O UNITED RENTALS, INC. FIVE GREENWICH OFFICE PARK GREENWICH, CT 06830	X

Signatures

/s/ Bradley S. Jacobs		08/27/2007
**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 transactions reported in this Form 4 reflect the exercise of 3,671,000 warrants by Mr. Jacobs on August 23, 2007, in a cashless exercise pursuant to the terms thereof and in accordance with Rules 16b-6(b) and 16b-3(e). These warrants were issued to Mr. Jacobs and entities controlled by Mr. Jacobs on September 12, 1997. The warrants were due to expire on September 12, 2007. The purchase price of common stock under all of the warrants was $10.00.
(2)	Mr. Jacobs directly held warrants to purchase 400,000 shares of common stock at $10.00 a share, and exercised all of these warrants on a cashless basis. As a result, 124,128 shares of common stock otherwise deliverable upon the exercise of the warrant, representing the aggregate purchase price of $4,000,000, were withheld to pay the aggregate purchase price of the 400,000 shares purchased. The withholding of these shares was deemed to be a disposition to United Rentals, Inc., pursuant to Rule 16b-3(e).
(3)	Mr. Jacobs indirectly held warrants to purchase 3,271,000 shares of common stock at $10.00 a share, and exercised all of these warrants on a cashless basis. As a result, 1,015,051 shares of common stock otherwise deliverable upon the exercise of the warrant, representing the aggregate purchase price of $32,710,000.00 were withheld to pay the aggregate purchase price of the 3,271,000 shares purchased. The withholding of these shares was deemed to be a disposition to United Rentals, Inc., pursuant to Rule 16b-3(e).
(4)	Determined in accordance with the terms of the warrants, and represents the average of the high and low sale prices of United Rentals, Inc. common stock on August 23, 2007.

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