<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   ----------



                                    FORM 10-Q

(MARK ONE)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934


                For the quarterly period ended September 30, 1998



                                       OR


[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934



                        Commission file number 001-14299



                                NATIONSRENT, INC.
             (Exact name of registrant as specified in its charter)



              DELAWARE                                      31-1570069
     (State or other Jurisdiction of                    (I.R.S. Employer
     Incorporation or Organization)                     Identification No.)


        450 E. LAS OLAS BLVD., FORT LAUDERDALE, FL             33301
        (Address of principal executive offices)            (Zip Code)


                                 (954) 760-6550
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]


         The number of shares of Common Stock, par value $0.01 per share,
outstanding on October 31, 1998 was 44,360,334.



<PAGE>   2



                               NATIONSRENT, INC.
                           INDEX TO QUARTERLY REPORT

                                  ON FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998




<TABLE>
<CAPTION>
                                                                                                       PAGE
                                                                                                      NUMBER
                                                                                                      ------
<S>                                                                                                   <C>
                                     PART I
                              FINANCIAL INFORMATION


Item 1.  Unaudited Financial Statements

         Consolidated Balance Sheets as of September 30, 1998
           and December 31, 1997 .................................................................       1

         Consolidated Statements of Income for the Three and Nine Months Ended
           September 30, 1998 and the period from August 14, 1997 (Inception)
           through September 30, 1997 ............................................................       2

         Consolidated Statements of Cash Flows for the Nine Months Ended
           September 30, 1998 and the period from August 14, 1997 (Inception)
           through September 30, 1997 ............................................................       3

         Notes to Consolidated Financial Statements ..............................................       4


Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations ...       8


                                     PART II
                                OTHER INFORMATION


Item 2.  Changes in Securities and Use of Proceeds ...............................................      14

Item 4.  Submission of Matters to a Vote of Security Holders .....................................      14

Item 6.  Exhibits and Reports on Form 8-K ........................................................      14

Signatures .......................................................................................      15



</TABLE>

<PAGE>   3



                           PART I -- FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS
                                  NATIONSRENT, INC.
                             CONSOLIDATED BALANCE SHEETS
                          (In Thousands, Except Share Data)

<TABLE>
<CAPTION>
                                                                       September 30,   December 31,
                                                                           1998           1997
                                                                        ------------   -----------
                                                                                (Unaudited)
<S>                                                                      <C>           <C>     
                                  ASSETS

Cash and cash equivalents                                                $  9,231      $  1,493
Accounts receivable, net of allowance for doubtful
    accounts of $2,742 and $587 at September 30, 1998 and
    December 31, 1997, respectively                                        48,115         5,008
Inventories                                                                12,406         1,840
Prepaid expenses and other assets                                          11,424           755
Rental equipment, net                                                     316,824        30,619
Property and equipment, net                                                19,416         2,334
Intangible assets related to acquired businesses, net                     245,434        37,108
                                                                         --------      --------
          Total Assets                                                   $662,850      $ 79,157
                                                                         ========      ========


                   LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
    Accounts payable                                                     $ 44,117      $  2,303
    Accrued repair and maintenance expenses                                 4,681           950
    Accrued compensation and related taxes                                  3,520           328
    Accrued expenses and other liabilities                                 23,852         2,579
    Debt                                                                  389,841        42,928
    Income taxes payable                                                      638         1,523
    Deferred income taxes                                                   7,442         2,545
                                                                         --------      --------
      Total liabilities                                                   474,091        53,156
                                                                         --------      --------
Commitments and Contingencies
Stockholders' Equity:
    Preferred stock - $0.01 par value, 5,000,000 shares authorized,
       no shares issued and outstanding                                        --            --
    Common stock - $0.01 par value, 100,000,000
       shares authorized, 44,360,334 shares and 25,000,000
       shares issued and outstanding at September 30, 1998 and
       December 31, 1997, respectively                                        444           250
    Additional paid-in capital                                            180,460        24,750
    Retained earnings                                                       7,855         1,001
                                                                         --------      --------
      Total stockholders' equity                                          188,759        26,001
                                                                         --------      --------
          Total Liabilities and Stockholders' Equity                     $662,850      $ 79,157
                                                                         ========      ========

</TABLE>



                 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
                    THESE CONSOLIDATED FINANCIAL STATEMENTS.


                                        1


<PAGE>   4



                                NATIONSRENT, INC.
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
                      (In Thousands, Except Per Share Data)



<TABLE>
<CAPTION>
                                                                                                   From
                                                                                                August 14,
                                                                                                  1997
                                                              Three Months     Nine Months     (Inception)
                                                                  Ended           Ended           Through
                                                              September 30,    September 30,   September 30,
                                                                   1998            1998            1997
                                                              -------------    -------------   ------------
<S>                                                             <C>             <C>             <C>      

Revenue:
    Equipment rentals                                           $  49,625       $  73,644       $   2,643
    Sales of equipment, parts and supplies                         18,705          39,084             198
                                                                ---------       ---------       ---------
      Total revenue                                                68,330         112,728           2,841
                                                                ---------       ---------       ---------
Cost of revenue:
    Cost of equipment rentals, excluding depreciation              15,711          25,195             577
    Rental equipment depreciation                                   8,437          13,555             326
    Cost of sales of equipment, parts and supplies                 13,611          28,090              78
                                                                ---------       ---------       ---------
      Total cost of revenue                                        37,759          66,840             981
                                                                ---------       ---------       ---------
Gross profit                                                       30,571          45,888           1,860
Operating expenses:
    Selling, general and administrative expenses                   13,435          22,287             286
    Non-rental equipment depreciation and
       amortization                                                 1,865           2,931              64
                                                                ---------       ---------       ---------
Operating income                                                   15,271          20,670           1,510
                                                                ---------       ---------       ---------
Other (income)/expense:
    Interest expense                                                5,948           9,391             104
    Interest income                                                  (102)           (143)            (12)
    Other, net                                                       (162)           (395)             (2)
                                                                ---------       ---------       ---------
                                                                    5,684           8,853              90
                                                                ---------       ---------       ---------
Income before provision for income taxes                            9,587          11,817           1,420
    Provision for income taxes                                      4,026           4,963             614
                                                                ---------       ---------       ---------
Net income                                                      $   5,561       $   6,854       $     806
                                                                =========       =========       =========


Net income per share:
    Basic                                                       $    0.15       $    0.23       $    0.03
                                                                =========       =========       =========
    Diluted                                                     $    0.14       $    0.23       $    0.03
                                                                =========       =========       =========

Weighted average common shares outstanding:
    Basic                                                          37,909          29,894          25,000
                                                                =========       =========       =========
    Diluted                                                        44,271          33,501          25,000
                                                                =========       =========       =========


</TABLE>


                 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
                    THESE CONSOLIDATED FINANCIAL STATEMENTS.



                                        2


<PAGE>   5



                                NATIONSRENT, INC.
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                                      From
                                                                                                   August 14,
                                                                                                      1997
                                                                                  Nine Months      (Inception)
                                                                                     Ended           Through
                                                                                 September 30,    September 30,
                                                                                      1998             1997
                                                                                 -------------     -----------
<S>                                                                                <C>             <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                         $   6,854       $     806
Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                                                     16,742             390
    Gain on sale of rental equipment                                                  (2,910)            (14)
    Deferred income tax provision                                                      3,580             382
    Changes in operating assets and liabilities:
      Accounts receivable                                                            (14,175)           (662)
      Inventories                                                                        917             (40)
      Prepaid expenses and other assets                                               (3,666)             53
      Accounts payable                                                                32,588             496
      Accrued expenses and other liabilities                                             270             (63)
      Income taxes payable                                                              (903)            231
                                                                                   ---------       ---------
        Net cash provided by operating activities                                     39,297           1,579
                                                                                   ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisitions of businesses, net of cash acquired                                (207,967)        (11,900)
    Purchases of rental equipment                                                    (76,816)           (250)
    Purchases of property and equipment                                               (6,004)             (2)
    Decreases in notes receivable affiliates                                              --           1,358
    Proceeds from sale of rental equipment                                            12,808              71
                                                                                   ---------       ---------
        Net cash used in investing activities                                       (277,979)        (10,723)
                                                                                   ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from issuance of common stock                                           123,277          15,000
    Capital contribution                                                              23,400              --
    Proceeds from debt                                                               560,173           1,547
    Repayments of debt                                                              (456,885)           (994)
    Debt issuance costs                                                               (3,545)             --
                                                                                   ---------       ---------
        Net cash provided by financing activities                                    246,420          15,553
                                                                                   ---------       ---------
Net increase in cash and cash equivalents                                              7,738           6,409
Cash and cash equivalents, beginning of period                                         1,493              --
                                                                                   ---------       ---------
Cash and cash equivalents, end of period                                           $   9,231       $   6,409
                                                                                   =========       =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid for interest                                                         $   7,416       $     155
                                                                                   =========       =========
    Cash paid for income taxes                                                     $   1,791       $      98
                                                                                   =========       =========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
     The Company acquired the net assets and assumed certain liabilities
         of certain businesses as follows:
        Total assets, net of cash acquired                                         $ 497,008       $  47,804
        Total liabilities assumed                                                   (229,760)        (24,123)
        Amount paid with common stock and warrants                                    (9,227)             --
        Amount paid through the issuance of debt and future payments                 (50,054)        (11,781)
                                                                                   ---------       ---------
          Net cash paid                                                            $ 207,967       $  11,900
                                                                                   =========       =========

</TABLE>


                 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
                    THESE CONSOLIDATED FINANCIAL STATEMENTS.



                                        3


<PAGE>   6



                                NATIONSRENT, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1998

NOTE 1 - BASIS OF PRESENTATION

         The accompanying unaudited interim consolidated financial statements
have been prepared by NationsRent, Inc. (the "Company") and reflect all
adjustments of a normal recurring nature which are, in the opinion of
management, necessary for a fair presentation of financial results for the three
and nine months ended September 30, 1998 and for the period from August 14, 1997
(Inception) through September 30, 1997, in accordance with generally accepted
accounting principles for interim financial reporting and pursuant to Article 10
of Regulation S-X. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. These unaudited
interim consolidated financial statements should be read in conjunction with the
consolidated financial statements for the period ended December 31, 1997
appearing in the Company's Registration Statement on Form S-1, as amended
(Commission File No. 333-56233), filed with the Securities and Exchange
Commission. The results of operations for the three and nine months ended
September 30, 1998 are not necessarily indicative of the results which may be
reported for the year ending December 31, 1998.

         The unaudited interim consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries. All material
intercompany transactions and balances have been eliminated in consolidation.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

         In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income," and SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." The Company adopted SFAS No. 130 during the
quarter ended June 30, 1998. SFAS No. 130 establishes standards for the
reporting and display of comprehensive income and its components in a full set
of financial statements. The objective of SFAS No. 130 is to report a measure
(comprehensive income) of all changes in equity of an enterprise that result
from transactions and other economic events in a period other than transactions
with owners. The adoption of SFAS 130 did not have a material impact on the
Company's consolidated financial statements, as comprehensive income was equal
to net income for all periods presented. The Company is currently evaluating the
reporting formats recommended under this Statement. SFAS No. 131 establishes a
new method by which companies will report operating segment information. This
method requires disclosure of information which is based on the manner in which
management organizes the segments within a company for making operating
decisions and assessing performance. The Company continues to evaluate the
provisions of SFAS No. 131 and, upon adoption, the Company may report operating
segments.

         In March 1998, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
("SOP") 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." SOP 98-1 establishes criteria for determining which
costs of developing or obtaining internal-use computer software should be
charged to expense and which should be capitalized. SOP 98-1 is effective for
all transactions entered into in fiscal years beginning after December 15, 1998.
The Company does not believe that the adoption of SOP 98-1 will have a material
effect on the Company's financial position or results of operations.

         In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position No. 98-5. SOP 98-5 requires that all
non-governmental entities expense costs of start-up activities, including
pre-operating, pre-opening and organization activities, as those costs are
incurred. In the opinion of management, the adoption of this Statement will not
have a material effect on the Company's financial position or results of
operations.



                                        4


<PAGE>   7


                                NATIONSRENT, INC.
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                               SEPTEMBER 30, 1998


NOTE 2 - ACQUISITIONS

         The Company is building a nationally branded network of equipment
rental locations. Pursuant to this strategy, the Company made 22 acquisitions of
equipment rental businesses during the nine months ended September 30, 1998. The
aggregate consideration for these acquisitions was $272,099,000 and consisted
of, (i) $212,818,000 of cash, (ii) $44,350,000 of subordinated convertible debt,
(iii) $1,409,000 of subordinated debt, (iv) $4,295,000 of future contractual
cash payments, (v) 1,241,640 shares of the Company's common stock, $0.01 par
value per share ("Common Stock"), and (vi) warrants to purchase 100,000 shares
of Common Stock. In addition, in connection with seven of the acquisitions, the
Company has agreed to make up to an aggregate $4,113,000 of future payments to
the former owners based on the achievement of certain future operating results.
Such payments will be made at various times through July 2001. The cash portion
of the consideration was funded through borrowings under the Company's revolving
credit facility (the "Credit Facility"), capital contributions by the founders
of the Company and a private placement of Common Stock. In addition, the Company
repaid or assumed outstanding indebtedness of the acquired companies in the
aggregate amount of $196,386,000. The acquisitions have been accounted for using
the purchase method and, accordingly, the acquired assets and assumed
liabilities, including goodwill, have been recorded at their estimated fair
values as of the date of acquisition. Purchase accounting values for all
acquisitions have been assigned on a preliminary basis, and are subject to
adjustment when final information as to the fair values of the net assets
acquired is available. The operations of the acquired businesses have been
included in the Company's consolidated statements of income since the date of
each respective acquisition.

         The following table sets forth the estimated fair value of the assets
acquired and liabilities assumed for the aforementioned acquisitions (in
thousands):


                    Assets, including cash         $292,488
                    Goodwill                        208,982
                    Other intangibles                   389
                    Liabilities                     229,760

         The following table sets forth the unaudited pro forma consolidated
results of operations for the nine months ended September 30, 1998 giving effect
to the aforementioned acquisitions as if such acquisitions had occurred on
January 1, 1998 (in thousands, except per share data):


                    Revenue                        $   231,044
                    Net income                          11,763
                    Earnings per share:
                       Basic                       $      0.27
                       Diluted                     $      0.26

NOTE 3 - COMMON STOCK

         During the first nine months of 1998, the founding stockholders of the
Company made an additional capital contribution of $23,400,000. In June 1998,
the Company sold an aggregate of 5,118,694 shares of Common Stock in a private
placement for aggregate proceeds of $27,600,000. Investors in the private
placement included Company employees and associates of the founding stockholders
of the Company.

         In August 1998, the Company consummated its initial public offering of
13,000,000 shares of Common Stock at $8.00 per share. The Company received net
proceeds of approximately $95,677,000 after deducting underwriting discounts and
commissions and offering expenses. The Company used all of the net proceeds to
repay a portion of the outstanding borrowings of the Company under its Credit
Facility.


                                        5


<PAGE>   8


                                NATIONSRENT, INC.
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                               SEPTEMBER 30, 1998


NOTE 4 - SEASONALITY

         The Company's initial acquisitions have been primarily in the Midwest
region of the United States. The Company's revenue and income are dependent upon
the activity in the construction industry in the markets served by the Company.
Construction activity is dependent upon weather and the traditional seasons for
construction work. Because of this variability in demand, the Company's
quarterly revenue may fluctuate, and revenue for the first quarter of each year
can be expected to be lower than the remaining quarters. Although the Company
believes that the historical trend in quarterly revenue for the second, third
and fourth quarters of each year is generally higher than the first quarter,
there can be no assurance that this will occur in future periods. Accordingly,
quarterly or other interim results should not be considered indicative of
results to be expected for any quarter or for the full year.

NOTE 5 - EARNINGS PER SHARE

         The following table sets forth the computation of basic and diluted
earnings per share:

<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                    August 14,
                                                                                                       1997
                                                           Three Months         Nine Months        (Inception)
                                                                Ended              Ended             Through
                                                             September 30,     September 30,       September 30,
                                                                 1998              1998                1997
                                                            --------------     -------------       -------------
                                                                  (In Thousands, Except Per Share Data)
<S>                                                            <C>                <C>                <C>    
Numerator:
  Net income - basic earnings per share                        $ 5,561            $ 6,854            $   806
  Interest expense on convertible
     subordinated debt, net of income taxes                        488                821                 --
                                                               -------            -------            -------
  Numerator - diluted earnings per share                       $ 6,049            $ 7,675            $   806
                                                               =======            =======            =======

Denominator:
  Denominator for basic earnings per share -
     weighted-average shares                                    37,909             29,894             25,000
  Effect of dilutive securities:
     Convertible subordinated debt                               6,083              3,430                 --
     Employee stock options                                        279                177                 --
                                                               -------            -------            -------
  Denominator for diluted earnings per share -
     adjusted weighted-average shares                           44,271             33,501             25,000
                                                               =======            =======            =======

Basic earnings per share                                       $  0.15            $  0.23            $  0.03
                                                               =======            =======            =======
Diluted earnings per share                                     $  0.14            $  0.23            $  0.03
                                                               =======            =======            =======


</TABLE>

NOTE 6 - DEBT

         In September 1998, the Company amended its Credit Facility to increase
the facility to include a term loan of $175,000,000 (the "Term Loan") in
addition to its existing revolving credit facility of up to $260,000,000 (the
"Revolver"). Recently, the Credit Facility was amended further to allow the
administrative agent to reallocate the aggregate dollar amounts of the bank
commitments between the Revolver and the Term Loan, provided that the aggregate
commitment may not be less than $435,000,000 and the aggregate commitment under
the Revolver may not be less than $260,000,000. The Revolver has a three-year
term scheduled to expire in September 2001 and the Term Loan has a six-year term
scheduled to expire in September 2004. The Credit Facility can be used to
complete permitted acquisitions, make capital expenditures, enter into standby
letters of credit, or for working capital and other general corporate purposes.
Borrowings under the Revolver bear interest at either the BankBoston base rate
plus a percentage ranging from 0.0% to 0.50% or, at the Company's option, the
Eurodollar market rate plus a percentage ranging from 2.00% to 2.75%. The Term
Loan bears interest ranging from 3.00% to 3.25% over the Eurodollar market rate.
The percentage over


                                        6


<PAGE>   9


                                NATIONSRENT, INC.
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                               SEPTEMBER 30, 1998


the BankBoston base rate or the Eurodollar market rate is based on the Company's
financial performance as measured by the total funded debt ratio. The Credit
Facility is secured by a security interest in substantially all of the assets of
the Company. The Credit Facility also imposes, among other covenants, a tangible
assets to senior debt covenant, a restriction on all of the Company's retained
earnings including the declaration and payment of cash dividends, consent
requirements on certain acquisitions and a restriction on the ratio of total
funded debt to earnings before interest, income taxes, depreciation and
amortization.

NOTE 7 - SUBSEQUENT EVENTS

         The Company has completed three acquisitions of rental equipment
businesses since September 30, 1998 for aggregate consideration of $187,946,000.
Such consideration consisted of, (i) $108,076,000 of cash, (ii) $51,770,000 of
subordinated convertible debt, and (iii) $28,100,000 of subordinated debt. Also,
upon the satisfaction of certain post-closing earnings targets, the Company
shall pay additional consideration of $10,000,000 in cash and $10,000,000 in
shares of the Company's Common Stock. The cash portion of the consideration was
funded through borrowings under the Credit Facility. Each of the acquisitions
has been accounted for using the purchase method.








                                        7


<PAGE>   10



Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS

         The following discussion and analysis of the Company's consolidated
results of operations and financial condition should be read in conjunction with
the unaudited interim consolidated financial statements and notes thereto,
included herein and the consolidated financial statements for the year ended
December 31, 1997 appearing in the Company's Registration Statement on Form S-1,
as amended (Commission File No. 333-56233), filed with the Securities and
Exchange Commission.

GENERAL

         The Company was formed on August 14, 1997 for the purpose of creating a
nationally branded network of equipment rental locations offering a broad
selection of equipment primarily to the construction and industrial segments of
the equipment rental industry in the United States.

         The Company is building a nationally branded network of equipment
rental locations. Pursuant to this strategy, the Company made 22 acquisitions of
equipment rental businesses during the nine months ended September 30, 1998. The
aggregate consideration for these acquisitions consisted of $212,818,000 of
cash, $50,054,000 of subordinated debt payable to former owners, 1,241,640
shares of Common Stock and warrants to purchase 100,000 shares of Common Stock.
The cash portion of the consideration was funded through borrowings under the
Company's Credit Facility, capital contributions by the founders of the Company
and a private placement of Common Stock. In addition, the Company repaid or
assumed outstanding indebtedness of the acquired companies in the aggregate
amount of $196,386,000. The acquisitions have been accounted for using the
purchase method and, accordingly, the acquired assets and assumed liabilities,
including goodwill, have been recorded at their estimated fair values as of the
date of acquisition. Purchase accounting values for all acquisitions have been
assigned on a preliminary basis, and are subject to adjustment when final
information as to the fair values of the net assets acquired is available. The
operations of the acquired businesses have been included in the Company's
consolidated statements of income since the date of each respective acquisition.

         The Company derives its revenue from (i) equipment rental, (ii) sale of
used equipment, (iii) sale of new equipment and (iv) sale of spare parts and
supplies, maintenance and repair services. The growth of rental revenue is
dependent on several factors including demand for rental equipment, the amount
and quality of equipment available for rent, rental rates and general economic
conditions. Revenue generated from the sale of used equipment is affected by
price, general economic conditions and the condition of the equipment. Revenue
from the sale of new equipment is affected by price and general economic
conditions. Revenue from the sale of spare parts and supplies, maintenance and
repair services is primarily affected by equipment rental and sales volume.

         The principal components of the Company's cost of revenue include
depreciation of rental equipment, costs of new and used equipment sold,
personnel costs, occupancy costs, repair and maintenance costs and vehicle
operations. Rental equipment depreciation is calculated using the straight-line
method over the estimated useful life of such equipment. The range of useful
lives estimated by management for rental equipment is two to eight years and is
depreciated to a salvage value of zero to ten percent of original cost. Certain
lift equipment is depreciated over a ten-year period.

         Selling, general and administrative expense includes management
salaries, advertising and marketing, travel, administrative and clerical
salaries and data processing.

         Non-rental equipment depreciation and amortization includes the
depreciation of fixed assets that are not offered for rent, amortization of
leasehold improvements and amortization of intangible assets related to the
acquired businesses.

         Since the Company was only in operation for approximately one month
during the third quarter of 1997, meaningful comparison to the prior year
results can not be made. As such, the following discussion of the results of
operations does not set forth any prior year comparisons.


                                        8


<PAGE>   11



RESULTS OF OPERATIONS



                 THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998

         REVENUE. The following table sets forth the Company's revenue by type
for the three and nine months ended September 30, 1998 (in thousands, except
percentages):


<TABLE>
<CAPTION>
                                                     Three Months Ended            Nine Months Ended
                                                     September 30, 1998           September 30, 1998
                                                  -----------------------       -----------------------
<S>                                               <C>                  <C>      <C>                  <C>
Equipment rentals                                 $ 49,625             73%      $ 73,644             65%
Sales of equipment, parts, and supplies             18,705             27         39,084             35
                                                  --------       --------       --------       --------
                                                  $ 68,330            100%      $112,728            100%
                                                  ========       ========       ========       ========

</TABLE>


         Equipment rental revenue as a percentage of total revenue was 65% for
the nine month ended September 30, 1998. The amount for the three months ended
September 30, 1998 exceeded the nine month amounts primarily due to the deferral
of used equipment sales scheduled for the end of the third quarter to the fourth
quarter of 1998. The Company continues to expand its rental equipment inventory
at its current locations and has targeted equipment rental revenue as a
percentage of total revenue to be greater than 60%.

         GROSS PROFIT. Gross profit for the three and nine months ended
September 30, 1998 was $30,571,000 or 44.7% of revenue and $45,888,000 or 40.7%
of revenue, respectively.

         OPERATING EXPENSES. Selling, general and administrative expenses for
the three and nine months ended September 30, 1998 were $13,435,000 or 19.7% of
revenue and $22,287,000 or 19.8% of revenue, respectively. Non- rental equipment
depreciation and amortization for the three and nine months ended September 30,
1998 was $1,865,000 or 2.7% of revenue and $2,931,000 or 2.6% of revenue,
respectively.

         OTHER INCOME AND EXPENSE. Interest expense for the three and nine
months ended September 30, 1998 was $5,948,000 or 8.7% of revenue and $9,391,000
or 8.3% of revenue, respectively. Interest expense is primarily attributable to
the Company's Credit Facility and subordinated notes issued for acquisitions.

         INCOME TAXES. The Company's effective income tax rate for the three and
nine months ended September 30, 1998 was 42%. The amount above statutory income
tax rates is attributable to non-deductible goodwill amortization for federal
income tax purposes.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's primary uses of cash have been the funding of
acquisitions and capital expenditures. To date, the Company has funded its cash
requirements with (i) borrowings under its Credit Facility, (ii) $48,400,000 of
equity contributions from the founders of the Company, (iii) $27,600,000 of
proceeds from a private placement of Common Stock, (iv) $95,677,000 (after
deducting underwriting discounts and commissions and offering expenses) from an
initial public offering of 13,000,000 shares of Common Stock at $8.00 per share,
and (v) the use of equipment leases.

         The Company's net cash provided by operations was $39,297,000 for the
nine months ended September 30, 1998. Net cash used in investing activities was
$277,979,000 for the nine months ended September 30, 1998. Cash used in
investing activities in the first nine months of 1998 was primarily a result of
cash consideration of $207,967,000 for the acquisition of businesses, net of
cash acquired and $76,816,000 for purchases of rental equipment. Cash provided
by financing activities during this period was $246,420,000 for the nine months
ended September 30, 1998. Cash provided by financing activities was primarily a
result of (i) $23,400,000 of additional equity contributions from the Company's
founders, (ii) $27,600,000 in proceeds from a private placement of Common Stock,
(iii) $95,677,000 (after deducting underwriting discounts and commissions and
offering expenses) from an initial public offering of 13,000,000 shares of
Common Stock at $8.00 per share, and (iv) borrowings under the Company's Credit
Facility.


                                        9


<PAGE>   12



         In September 1998, the Company amended its Credit Facility to increase
the facility to include a term loan of $175,000,000 (the "Term Loan") in
addition to its existing revolving credit facility of up to $260,000,000 (the
"Revolver"). Recently, the Credit Facility was amended further to allow the
administrative agent to reallocate the aggregate dollar amounts of the bank
commitments between the Revolver and the Term Loan, provided that the aggregate
commitment may not be less than $435,000,000 and the aggregate commitment under
the Revolver may not be less than $260,000,000. The Revolver has a three-year
term scheduled to expire in September 2001 and the Term Loan has a six-year term
scheduled to expire in September 2004. The Credit Facility can be used to
complete permitted acquisitions, make capital expenditures, enter into standby
letters of credit, or for working capital and other general corporate purposes.
Borrowings under the Revolver bear interest at either the BankBoston base rate
plus a percentage ranging from 0.0% to 0.50% or, at the Company's option, the
Eurodollar market rate plus a percentage ranging from 2.00% to 2.75%. The Term
Loan bears interest ranging from 3.00% to 3.25% over the Eurodollar market rate.
The percentage over the BankBoston base rate or the Eurodollar market rate is
based on the Company's financial performance as measured by the total funded
debt ratio. The Credit Facility is secured by a security interest in
substantially all of the assets of the Company. The Credit Facility also
imposes, among other covenants, a tangible assets to senior debt covenant, a
restriction on all of the Company's retained earnings including the declaration
and payment of cash dividends, consent requirements on certain acquisitions and
a restriction on the ratio of total funded debt to earnings before interest,
income taxes, depreciation and amortization. On September 30, 1998, $87,500,000
and $175,000,000 of cash borrowings were outstanding under the Revolver and Term
Loan, respectively.

         The Company's short-term cash requirements for its existing operations
consist of (i) capital expenditures to maintain, modernize and expand its rental
equipment inventory, (ii) working capital requirements, and (iii) operating
activities such as repair and maintenance of rental equipment, purchase of
merchandise inventory and other operating activities. The Company estimates that
equipment expenditures for its existing locations will be in the range of
$90,000,000 to $100,000,000, net of proceeds from used equipment sales, over the
next 12 months. In addition, the Company believes that it will be required to
make equipment expenditures in connection with new acquisitions. The Company
believes that it will be able to finance its short-term cash needs through
borrowings under the Credit Facility, the use of equipment leases and cash
generated from operations. The Company estimates that such sources will be
sufficient to fund the cash required for the Company's existing operations for
at least 12 months.

         During the nine months ended September 30, 1998, the Company has opened
six new locations within identified "clusters." The Company estimates that the
aggregate capital costs associated with each such new location will be in the
range of $2,000,000 to $4,500,000. The Company believes that cash generated from
operations and borrowings under the Credit Facility will be sufficient to fund
these costs without additional debt or equity financings.

         The Company has customized a management information system that became
operational in the fourth quarter of 1998. The Company estimates the total cost
of installation of such system at the Company's existing locations will range
between $5,000,000 and $7,000,000 and believes cash generated from operations
and borrowings under the Credit Facility will be sufficient to fund these costs.
The Company expects that the incremental costs of installation of such system at
additional locations will not be significant on a per location basis.

         The Company plans to continue its acquisition strategy and expects to
finance future acquisitions using cash, capital stock, notes and/or assumption
of indebtedness. To fully implement its growth strategy and meet the resulting
capital requirements, the Company will be required to increase amounts available
under the Credit Facility, issue future debt instruments or raise additional
capital through equity financings. There can be no assurance that any such
increase to the Credit Facility will be available or, if available, will be on
terms satisfactory to the Company, or that the Company will be able to
successfully complete any future debt or equity financings.

SEASONALITY AND FLUCTUATIONS IN OPERATING RESULTS

         The Company's revenue and income are dependent upon activity in the
construction industry in the markets served by the Company. Construction
activity is dependent upon weather and other seasonal factors affecting
construction in the geographic areas where the Company has operations,
particularly in the Midwest. Because of this variability in demand, the
Company's quarterly revenue may fluctuate, and revenue for the first quarter of
each year can be expected to be lower than the remaining quarters. Although the
Company believes that the historical trend in quarterly revenue for the second,
third and fourth quarters of each year is generally higher than the first
quarter, there can be no assurance that this will occur in future periods.
Accordingly, quarterly or other interim results should not be considered
indicative of results to be expected for any other quarter or for a full year.



                                       10


<PAGE>   13



         Operating results may fluctuate due to other factors including, but not
limited to (i) changes in general economic conditions including changes in
national, regional and local construction or industrial activities, (ii) the
timing of acquisitions and opening of new locations, (iii) the timing of
expenditures for new rental equipment and the disposition of used equipment,
(iv) competitive pricing pressures and (v) increases in interest rates.

         The Company will incur significant expenses in opening new locations,
such as employee training, marketing and facility set-up costs. Initially, new
locations may generate lower operating margins than established locations and
may operate at a loss. In addition, when the Company purchases new rental
equipment, the depreciation related to such equipment may contribute to
near-term margin decline, because such equipment may not initially generate
revenue at a rate that is sufficient to match such increased depreciation
expense. As such, the opening of new rental locations and the purchase of new
equipment to expand the Company's current rental equipment inventory may reduce
the Company's operating margins during a start-up period.

INFLATION

         The Company does not believe that inflation has been a significant
factor to the cost of its operations or the operations of the Company's
predecessor, Sam's Equipment Rental, Inc.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

         In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income," and SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." The Company adopted SFAS No. 130 during the
quarter ended June 30, 1998. SFAS No. 130 establishes standards for the
reporting and display of comprehensive income and its components in a full set
of financial statements. The objective of SFAS No. 130 is to report a measure
(comprehensive income) of all changes in equity of an enterprise that result
from transactions and other economic events in a period other than transactions
with owners. The adoption of SFAS 130 did not have a material impact on the
Company's consolidated financial statements, as comprehensive income was equal
to net income for all periods presented. The Company is currently evaluating the
reporting formats recommended under this Statement. SFAS No. 131 establishes a
new method by which companies will report operating segment information. This
method requires disclosure of information which is based on the manner in which
management organizes the segments within a company for making operating
decisions and assessing performance. The Company continues to evaluate the
provisions of SFAS No. 131 and, upon adoption, the Company may report operating
segments.

         In March 1998, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
("SOP") 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." SOP 98-1 establishes criteria for determining which
costs of developing or obtaining internal-use computer software should be
charged to expense and which should be capitalized. SOP 98-1 is effective for
all transactions entered into in fiscal years beginning after December 15, 1998.
The Company does not believe that the adoption of SOP 98-1 will have a material
effect on the Company's financial position or results of operations.

         In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position No. 98-5. SOP 98-5 requires that all
non-governmental entities expense costs of start-up activities, including
pre-operating, pre-opening and organization activities, as those costs are
incurred. In the opinion of management, the adoption of this Statement will not
have a material effect on the Company's financial position or results of
operations.

YEAR 2000

         Since many computer systems and other equipment with embedded chips or
processors use only two digits to represent the year, these systems may be
unable to process accurately certain data before, during or after the year 2000.
As a result, business and governmental entities are at risk for possible
miscalculations or systems failures causing disruptions in their business
operations. This is commonly known as the Year 2000 issue.

         The Company began developing its own management information system (the
"System") during the second quarter of 1998. The Company's System has been
developed to ensure that it is Year 2000 compliant. In October 1998,



                                       11


<PAGE>   14



the Company began converting its operations to the new System and has converted
8 of its locations. The Company expects to have all of its current operations
converted to the new System by the end of the second quarter of 1999.

         Although the Company does not believe it will suffer any material
effects from the Year 2000 issue in its current operations, there can be no
assurance that the Company will be able to convert the systems of future
acquisitions in a timely manner to avoid any Year 2000 issues. The Company
intends to convert all of the systems of the businesses it acquires to the
Company's System as soon as practicable after each acquisition is completed.
There can be no assurance, however, that all such systems will be converted
prior to December 31, 1999.

         The Company relies on third-party suppliers for operating supplies,
merchandise for resale, utilities, transportation, equipment for rent and retail
sales and other key services. Interruption of any such third-party's operations
due to Year 2000 issues could have a material adverse effect on the Company's
operations. The Company has begun efforts to evaluate the progress of the
Company's critical third-party suppliers relative to their Year 2000 issues.
This evaluation process is scheduled for completion by the end of the second
quarter in 1999. These activities are intended to provide a means of managing
risk, but cannot eliminate the potential for disruption due to third-party
failure.

         The Company is also dependent upon its customers for revenue and cash
flow. Year 2000 interruptions in the Company's customers' operations could
result in reduced revenue, decreased utilization of rental equipment, increased
inventory levels of merchandise, increased accounts receivable levels and cash
flow reductions. The Company has a very broad customer base which should
minimize the impact of isolated failures of its customers' systems. The Company
has begun efforts to evaluate the progress of its critical customers relative
to their Year 2000 issues. This evaluation process is scheduled for completion
by the end of the second quarter in 1999.

         Contingency plans for Year 2000-related interruptions are being
developed and will include, but not be limited to, the development of emergency
backup and recovery procedures for lost data, development of plans as a result
the Company's assessment of customer Year 2000 issues, identification of
alternate suppliers, acceleration of the time it takes to convert newly acquired
locations from their systems to the Company's System and increasing inventory
levels of critical supplies and rental equipment. All plans are expected to be
completed by the end of the second quarter in 1999.

         Although the Company does not expect to incur significant expense to
address the Year 2000 issue beyond its capital investment in its System, Year
2000 problems might require the Company to incur unanticipated expenses which
could have a material adverse effect on the Company's business, financial
condition, results of operations or prospects.

         The Company's Year 2000 efforts are ongoing and its overall plan, as
well as the consideration of contingency plans, will continue to evolve as new
information becomes available. While the Company anticipates no material
interruption of its business activities, the failure to correct a material Year
2000 problem could result in an interruption in, or a failure of, certain normal
business activities or operations. Such failures could materially and adversely
affect the Company's results of operations, liquidity and financial condition.
Due to the general uncertainty inherent in the Year 2000 problem, resulting in
part from the uncertainty of the Year 2000 readiness of third-party suppliers
and customers, the Company is unable to determine at this time whether the
consequences of Year 2000 failures will have a material impact on the Company's
results of operations, liquidity or financial condition.

FORWARD-LOOKING STATEMENTS

         Certain statements and information included herein constitute
"forward-looking statements" within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance, or achievements of the Company to be materially
different from any future results, performance, or achievements expressed or
implied by such forward-looking statements. Such factors include, among other
things: the ability to develop and implement operational and financial systems
to manage rapidly growing operations; competition in the Company's lines of
business; the ability to integrate and successfully operate acquired businesses
and the risks associated with such businesses; the ability to obtain financing
on acceptable terms to finance the Company's operations and growth strategy and
for the Company to operate within the limitations imposed by financing
arrangements; the possibility of unfavorable changes to the cost or financing of
the Company's equipment rental fleet; the Company's dependence on key personnel;
and other factors contained in the Company's filings with the Securities and
Exchange Commission.



                                       12


<PAGE>   15




                          PART II -- OTHER INFORMATION



Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(c) Recent Sales of Unregistered Securities

         During the period covered by this report (July 1, 1998 through
September 30, 1998), the Company has issued securities in the transactions set
forth below. Each of these transactions was intended to be exempt from the
registration requirements of the Securities Act of 1933, as amended, by virtue
of Section 4(2) thereunder based on being issued in a transaction not involving
a public offering.

         In September 1998, in connection with the acquisition of Agstar, Inc.
and Lightnin' Truck Rental, Inc. (collectively, the "Lightnin Companies"), the
Company issued an aggregate of 827,827 shares of Common Stock to the
shareholders of the Lightnin Companies.

         In September 1998, in connection with the acquisition of Gold Coast
Aerial Lift, Inc. and Villella Holding Company (collectively, the "Gold Coast
Companies"), the Company issued an aggregate of 413,814 shares of Common Stock
to the shareholders of the Gold Coast Companies.

         In September 1998, in connection with the acquisition of the assets of
Reliable Rental & Supply Co., Inc. ("Reliable"), the Company issued to Reliable
an unsecured convertible promissory note in the principal amount of $2,500,000,
which is convertible into shares of Common Stock at a conversion price of $9.43
per share.

         In September 1998, in connection with the acquisition of the assets of
Sheffield Equipment Co., Inc. ("Sheffield"), the Company issued to Sheffield an
unsecured convertible promissory note in the principal amount of $850,000, which
is convertible into shares of Common Stock at a conversion price of $7.76 per
share.

         In September 1998, in connection with the acquisition of Tennessee Tool
and Supply, Inc. ("Tennessee"), the Company issued to the shareholders of
Tennessee an unsecured convertible promissory note in the principal amount of
$3,100,000, which is convertible into shares of Common Stock at a conversion
price of $8.21 per share.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         In August 1998, in anticipation of the Company's initial public
offering, the stockholders of the Company, by unanimous written consent in lieu
of a special meeting, approved and adopted the Company's 1998 Stock Option Plan
and the amendment of the Certificate of Incorporation of the Company.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

Exhibit
NUMBER                           DESCRIPTION
-------                          -----------
   3.1*    Amended and Restated Certificate of Incorporation of the Company.
   3.2**   Amended and Restated By-Laws of the Company.
   4.1**   Form of Certificate of Common Stock.
   4.2     Second Amended and Restated Revolving Credit Agreement and Term Loan,
           dated as of September 24, 1998, by and among the Company, BankBoston,
           N.A., LaSalle National Bank, Fleet Bank N.A., NationsBank, N.A.,
           BancBoston Securities, Inc. and other lending institutions named
           therein.
   4.3**   Security Agreement, dated as of March 18, 1998, between the Company 
           and Bank Boston, N.A. 
   4.4**   Omnibus Amendment to Security Documents, dated as of June 29, 1998, 
           among the Company, its subsidiaries and Bank Boston, N.A.
   4.5     Omnibus Amendment No. 2 to Security Documents, dated as of September 
           24, 1998, among the Company, its subsidiaries and Bank Boston N.A.



                                       13


<PAGE>   16



Exhibit
NUMBER                             DESCRIPTION
-------                            -----------
10.1**   Stock Purchase Agreement dated March 24, 1998 among the Company,
         Bode-Finn and the shareholders of Bode- Finn, together with Amendment
         No. I dated April 6, 1998 and Amendment No. 2 dated April 17, 1998.
10.2**   Form of Unsecured Convertible Subordinated Promissory Notes - Bode-Finn
10.3**   Form of Warrant - Bode-Finn
10.4**   Registration Rights Agreement dated May 5, 1998 among the Company,
         Bode-Finn, L.P. and Raymond E. Mason Foundation
10.5**   Asset Purchase Agreement dated March 25, 1998 among NationsRent of
         Indiana, Inc., R.F.L. Enterprises, Inc. ("RFL") and the shareholder of
         RFL
10.6**   Asset Purchase Agreement dated April 21, 1998 among NationsRent of
         Florida, Inc. and Naples
10.7**   Form of Unsecured Convertible Subordinated Promissory Note - Naples
10.8**   Stock Purchase Agreement dated May 7, 1998 among the Company, Jobs and
         the shareholders of Jobs
10.9**   Form of Unsecured Subordinated Promissory Notes - Jobs
10.10**  Form of Unsecured Convertible Subordinated Promissory Note - Jobs
10.11**  Asset Purchase Agreement dated May 14, 1998 among the Company and
         General Rental, Inc.
10.12**  Stock Purchase Agreement dated May 30, 1998 among the Company, The J.
         Kelly Co. ("J. Kelly") and the shareholders of J. Kelly
10.13**  Form of Unsecured Convertible Subordinated Promissory Note - J. Kelly
10.14**  Form of Registration Rights Agreement among the Company and the
         shareholders of J. Kelly
10.15**  Asset Purchase Agreement dated June 7, 1998 among the Company,
         Associated Rental Equipment Management Company, Inc. ("Associated") and
         the sole shareholder of Associated
10.16**  Form of Unsecured Convertible Subordinated Promissory Note - Associated
10.17**  Form of Registration Rights Agreement - Associated
10.18**  Form of Subscription Agreement, dated May 1998, between the Company and
         certain subscribers 
10.19*   NationsRent 1998 Stock Option Plan
10.20**  Form of Stock Option Agreement
10.21*** Amended and Restated Asset Purchase Agreement dated as of September 9,
         1998 by and among the Company, Ray L. O'Neal, Inc., Arenco LLC, Don R.
         O'Neal, Elizabeth M. O'Neal and the O'Neal Revocable Trust dated
         December 29, 1987
10.22*** Unsecured Convertible Promissory Note issued to Ray L. O'Neal
27.1     Financial data schedule


----------


*    Incorporated by reference to the Registrant's Quarterly Report on Form
     10-Q for the period ending June 30, 1998
**   Incorporated by reference to the Registrant's Registration Statement on
     Form S-1, SEC File No. 333-56233
***  Incorporated by reference to the Registrant's Current Report on Form 8-K
     dated October 23, 1998

(b)  Reports on Form 8-K

           No reports on Form 8-K were filed during the quarter ended September
30, 1998.



                                       14


<PAGE>   17



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                NATIONSRENT, INC.


Date: November 16, 1998         By /s/ James L. Kirk
                                   -------------------------------- 
                                   James L. Kirk
                                   Chairman of the Board and
                                   Chief Executive Officer
                                   (Duly Authorized Officer)



Date: November 16, 1998         By /s/ Gene J. Ostrow
                                   -------------------------------- 
                                   Gene J. Ostrow
                                   Executive Vice President and Chief 
                                   Financial Officer
                                   (Principal Financial Officer)



Date: November 16, 1998         By  /s/ Kris E. Hansel
                                   -------------------------------- 
                                   Kris E. Hansel
                                   Vice President and Controller
                                   (Principal Accounting Officer)





                                       15


<PAGE>   18



================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549















                      ------------------------------------



                                   EXHIBITS TO
                                    FORM 10-Q
                               SEPTEMBER 30, 1998


                      ------------------------------------











                                NATIONSRENT, INC.


















================================================================================



<PAGE>   19


Exhibit
NUMBER                            DESCRIPTION
-------                           -----------

3.1*     Amended and Restated Certificate of Incorporation of the Company.
3.2**    Amended and Restated By-Laws of the Company.
4.1**    Form of Certificate of Common Stock.
4.2      Second Amended and Restated Revolving Credit Agreement and Term Loan,
         dated as of September 24, 1998, by and among the Company, BankBoston,
         N.A., LaSalle National Bank, Fleet Bank N.A., NationsBank, N.A.,
         BancBoston Securities, Inc. and other lending institutions named
         therein.
4.3**    Security Agreement, dated as of March 18, 1998, between the Company and
         Bank Boston, N.A. 
4.4**    Omnibus Amendment to Security Documents, dated as of June 29, 1998, 
         among the Company, its subsidiaries and Bank Boston, N.A.
4.5      Omnibus Amendment No. 2 to Security Documents, dated as of September
         24, 1998, among the Company, its subsidiaries and Bank Boston N.A.
10.1**   Stock Purchase Agreement dated March 24, 1998 among the Company,
         Bode-Finn and the shareholders of Bode- Finn, together with Amendment
         No. 1 dated April 6, 1998 and Amendment No. 2 dated April 17, 1998.
10.2**   Form of Unsecured Convertible Subordinated Promissory Notes - Bode-Finn
10.3**   Form of Warrant - Bode-Finn 
10.4**   Registration Rights Agreement dated May 5, 1998 among the Company, 
         Bode-Finn, L.P. and Raymond E. Mason Foundation
10.5**   Asset Purchase Agreement dated March 25, 1998 among NationsRent of
         Indiana, Inc., R.F.L. Enterprises, Inc. ("RFL") and the shareholder of
         RFL
10.6**   Asset Purchase Agreement dated April 21, 1998 among NationsRent of
         Florida, Inc. and Naples
10.7**   Form of Unsecured Convertible Subordinated Promissory Note - Naples
10.8**   Stock Purchase Agreement dated May 7, 1998 among the Company, Jobs and
         the shareholders of Jobs
10.9**   Form of Unsecured Subordinated Promissory Notes - Jobs
10.10**  Form of Unsecured Convertible Subordinated Promissory Note - Jobs
10.11**  Asset Purchase Agreement dated May 14, 1998 among the Company and
         General Rental, Inc.
10.12**  Stock Purchase Agreement dated May 30, 1998 among the Company, The J.
         Kelly Co. ("J. Kelly") and the shareholders of J. Kelly
10.13**  Form of Unsecured Convertible Subordinated Promissory Note - J. Kelly
10.14**  Form of Registration Rights Agreement among the Company and the
         shareholders of J. Kelly
10.15**  Asset Purchase Agreement dated June 7, 1998 among the Company,
         Associated Rental Equipment Management Company, Inc. ("Associated") and
         the sole shareholder of Associated
10.16**  Form of Unsecured Convertible Subordinated Promissory Note - Associated
10.17**  Form of Registration Rights Agreement - Associated
10.18**  Form of Subscription Agreement, dated May 1998, between the Company and
         certain subscribers
10.19*   NationsRent 1998 Stock Option Plan 
10.20**  Form of Stock Option Agreement
10.21*** Amended and Restated Asset Purchase Agreement dated as of September 9,
         1998 by and among the Company, Ray L. O'Neal, Inc., Arenco LLC, Don R.
         O'Neal, Elizabeth M. O'Neal and the O'Neal Revocable Trust dated
         December 29, 1987
10.22*** Unsecured Convertible Promissory Note issued to Ray L. O'Neal
27.1     Financial data schedule


----------


*    Incorporated by reference to the Registrant's Quarterly Report on Form
     10-Q for the period ending June 30, 1998
**   Incorporated by reference to the Registrant's Registration Statement on
     Form S-1, SEC File No. 333-56233
***  Incorporated by reference to the Registrant's Current Report on Form 8-K
     dated October 23, 1998