<PAGE>

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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM 10-Q

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

                 For the quarterly period ended March 31, 2000

                                      OR

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

                         Commission File No. 001-14163

                       National Equipment Services, Inc.
            (Exact name of registrant as specified in its charter)

               DELAWARE                              36-4087016
    (State or other Jurisdiction of               (I.R.S. Employer
    Incorporation or Organization)               Identification No.)

                       1603 Orrington Avenue, Suite 1600
                           Evanston, Illinois 60201
                   (Address of principal executive offices)
                                  (Zip code)

                                (847) 733-1000
             (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 [_]

  There were 21,905,887 shares of Common Stock ($.01 par value) outstanding as
of May 5, 2000.

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<PAGE>

                       NATIONAL EQUIPMENT SERVICES, INC.

                         QUARTERLY REPORT ON FORM 10-Q

                             For the Quarter ended
                                 March 31, 2000

                                     INDEX
<TABLE>
<CAPTION>
                                                                          Page
                                                                         Number
                                                                         ------
 <C>     <S>                                                             <C>
 PART I. FINANCIAL INFORMATION
 Item 1.  Financial Statements
          Consolidated Balance Sheets at March 31, 2000 (Unaudited)
          and December 31, 1999.......................................      3
          Consolidated Statements of Operations for the three months
          ended March 31, 2000 and 1999 (Unaudited)...................      4
          Consolidated Statements of Cash Flows for the three months
          ended March 31, 2000 and 1999 (Unaudited)...................      5
          Notes to Consolidated Financial Statements (Unaudited)......    6-7
 Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations...................................      8
 Item 3.  Quantitative and Qualitative Disclosures About Market Risk..     10
 PART II. OTHER INFORMATION
 Item 1.  Legal Proceedings...........................................     11
 Item 2.  Changes in Securities.......................................     11
 Item 3.  Defaults upon Senior Securities.............................     11
 Item 4.  Submission of Matters to a Vote of Security Holders.........     11
 Item 5.  Other Information...........................................     11
 Item 6.  Exhibits and Reports on Form 8-K............................     11
 SIGNATURE.............................................................    12
 Index of Exhibits                                                         13
</TABLE>

                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                       NATIONAL EQUIPMENT SERVICES, INC.
                                AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                        March 31,   December 31,
                                                          2000          1999
                                                       -----------  ------------
                                                       (Unaudited)
<S>                                                    <C>          <C>
Assets
 Cash and cash equivalents............................ $    3,710    $   33,530
 Accounts receivable, net of allowance for doubtful
  accounts of $5,060 and $5,425, respectively.........    110,363       113,136
 Inventory, net.......................................     43,640        37,016
 Rental equipment, net................................    582,679       559,762
 Property and equipment, net..........................     63,711        60,249
 Intangible assets, net...............................    380,544       383,074
 Loan origination costs, net..........................     11,055        11,720
 Prepaid expenses and other assets, net...............     32,735        21,127
                                                       ----------    ----------
   Total assets....................................... $1,228,437    $1,219,614
                                                       ==========    ==========
Liabilities
 Accounts payable..................................... $   37,700    $   45,764
 Accrued interest.....................................     13,343         6,353
 Deferred income taxes, net...........................     40,444        40,444
 Accrued expenses and other liabilities...............     18,966        23,568
 Debt.................................................    882,629       856,710
                                                       ----------    ----------
   Total liabilities..................................    993,082       972,839
                                                       ----------    ----------
 Convertible preferred stock..........................     95,422        95,297
 Commitments and contingencies........................        --            --
Stockholders' equity:
Common stock, $0.01 par, 100,000 shares authorized;
 24,123 shares issued.................................        241           241
Additional paid-in capital............................    123,606       123,606
Retained earnings.....................................     32,013        33,959
Stock subscriptions receivable........................      (102)          (102)
Treasury stock at cost, 2,562 shares and 905 shares,
 respectively.........................................    (15,825)       (6,226)
                                                       ----------    ----------
   Total stockholders' equity.........................    139,933       151,478
                                                       ----------    ----------
   Total liabilities and stockholders' equity......... $1,228,437    $1,219,614
                                                       ==========    ==========
</TABLE>


   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                       3
<PAGE>

                       NATIONAL EQUIPMENT SERVICES, INC.
                                AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                For the Three
                                                                 Months Ended
                                                                  March 31,
                                                               -----------------
                                                                 2000     1999
                                                               --------  -------
<S>                                                            <C>       <C>
Revenues
 Rental revenues.............................................. $ 99,521  $59,902
 New equipment sales..........................................   12,013    9,043
 Rental equipment sales.......................................    6,948    6,892
 Parts, service and other.....................................   15,816   11,695
                                                               --------  -------
   Total revenues............................................. $134,298   87,532
                                                               --------  -------
Cost of revenues
 Rental equipment depreciation................................   20,959   12,931
 Cost of new equipment sales..................................    8,957    7,131
 Cost of rental equipment sales...............................    4,449    4,724
 Other operating expenses.....................................   46,598   27,508
                                                               --------  -------
   Total cost of revenues.....................................   80,963   52,294
                                                               --------  -------
Gross profit..................................................   53,335   35,238
Selling, general and administrative expenses..................   30,176   18,063
Non-rental depreciation and amortization......................    6,846    3,301
                                                               --------  -------
Operating income..............................................   16,313   13,874
Other income, net.............................................      109      207
Interest expense, net.........................................   19,482   12,722
                                                               --------  -------
Income (loss) before income taxes.............................   (3,060)   1,359
Income tax expense (benefit)..................................   (1,239)     571
                                                               --------  -------
Net income (loss) ............................................ $ (1,821) $   788
                                                               ========  =======
Basic earnings (loss) per common share........................ $  (0.09) $  0.03
                                                               ========  =======
Average number of common shares used in basic calculation.....   22,133   23,311
                                                               ========  =======
Diluted earnings per common share............................. $  (0.09) $  0.03
                                                               ========  =======
Average number of common shares used in diluted calculation...   22,133   24,123
                                                               ========  =======
</TABLE>


   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                       4
<PAGE>

                       NATIONAL EQUIPMENT SERVICES, INC.
                                AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                              For the Three
                                                               Months Ended
                                                                March 31,
                                                             -----------------
                                                              2000      1999
                                                             -------  --------
<S>                                                          <C>      <C>
Operating Activities:
Net income (loss)..........................................  $(1,821) $    788
Adjustments to reconcile net income to net cash provided by
 operating activities:
 Depreciation and amortization.............................   27,805    16,232
 Gain on sale of equipment.................................   (2,469)   (2,230)
 Changes in operating assets and liabilities:
  Accounts receivable......................................    2,773    (3,006)
  Inventory................................................   (6,624)   (6,025)
  Prepaid expenses and other assets........................   (2,058)   (1,857)
  Accounts payable.........................................   (8,064)    3,666
  Accrued expenses and other liabilities...................    3,277     7,918
                                                             -------  --------
Net cash provided by operating activities..................   12,819    15,486
                                                             -------  --------
Investing Activities:
Acquisitions, net of cash received.........................  (10,006)  (50,854)
Purchases of rental equipment..............................  (48,324)  (36,184)
Proceeds from sale of rental equipment.....................    6,948     6,892
Purchases of property and equipment........................   (7,488)   (3,805)
Proceeds from sale of property and equipment...............      135        84
                                                             -------  --------
Net cash used in investing activities......................  (58,735)  (83,867)
                                                             -------  --------
Financing Activities:
Proceeds from long-term debt...............................   47,000   141,000
Payments on long-term debt and capital leases..............  (21,081)  (72,505)
Net proceeds from sale of common stock.....................      --         42
Repurchase of treasury stock...............................   (9,599)      --
Payments of loan origination costs.........................     (224)      --
                                                             -------  --------
Net cash provided by financing activities..................   16,096    68,537
                                                             -------  --------
Net (decrease) increase in cash and cash equivalents.......  (29,820)      156
Cash and cash equivalents at beginning of period...........   33,530       344
                                                             -------  --------
Cash and cash equivalents at end of period.................  $ 3,710  $    500
                                                             =======  ========
</TABLE>


   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                       5
<PAGE>

                       NATIONAL EQUIPMENT SERVICES, INC.
                               AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     (in thousands, except per share data)

1. Organization

  National Equipment Services, Inc. (the "Company") is principally a holding
company organized on June 4, 1996 (date of inception) under the laws of
Delaware. The Company conducts its operations through its wholly owned
subsidiaries acquired since the date of inception. The Company owns and
operates equipment rental, sales and service facilities primarily located
throughout the United States. The Company rents various types of equipment to
a diverse customer base, including construction, petro-chemical and other
industrial users. The Company also sells new and used rental equipment,
related parts, and provides other services. The nature of the Company's
business is such that short-term obligations are typically met by cash flow
generated from long-term assets. Consequently, consistent with industry
practice, the accompanying balance sheets are presented on an unclassified
basis.

2. Basis of presentation

  The accompanying unaudited financial statements as of and for the quarters
ended March 31, 2000 and 1999 have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. The December 31,
1999 consolidated balance sheet was derived from audited financial statements
but does not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments considered necessary for a fair
presentation, consisting only of normal recurring adjustments, have been
included. Results of operations for the interim periods are not necessarily
indicative of the results that may be expected for a full year.

  The Company does not have any components of other comprehensive income that
would have to be reported in accordance with Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income."

  Certain reclassifications of prior year financial statement amounts have
been made to conform with the current year reporting.

3. Earnings per share

  The Company's earnings per share for the three months ended March 31, 2000
and 1999 are calculated as follows:

<TABLE>
<CAPTION>
                                                                 2000     1999
                                                                -------  ------
   <S>                                                          <C>      <C>
   Net income (loss)........................................... $(1,821) $  788
   Less accretion on preferred stock...........................    (125)    --
                                                                -------  ------
   Net income (loss) available to common stockholders.......... $(1,946) $  788
                                                                =======  ======
   Basic weighted average shares...............................  22,133  23,311
   Effect of dilutive securities
     Unvested stock............................................     --      812
                                                                -------  ------
   Diluted weighted average shares.............................  22,133  24,123
   Basic earnings (loss) per share............................. $ (0.09) $ 0.03
   Diluted earnings (loss) per share........................... $ (0.09) $ 0.03
</TABLE>

  If the effect of the Company's unvested stock and convertible preferred
stock were included in the above calculation as of March 31, 2000, the
weighted average shares outstanding would have been 30,377 resulting in a
diluted loss per share of $(0.06).

  If the dilution of the Company's convertible debt were included in the above
calculation as of March 31, 1999, the weighted average shares outstanding
would have been 25,575 and the earnings available to common stockholders would
have been $962 resulting in a diluted earnings per share of $0.04.

                                       6
<PAGE>

                       NATIONAL EQUIPMENT SERVICES, INC.
                               AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                     (in thousands, except per share data)

4. Acquisitions

  As more fully disclosed in the Company's Form 10-K for the year ended
December 31, 1999, the Company completed nineteen acquisitions, accounted for
as purchases, at various times during 1999. In 2000, the Company purchased the
following rental equipment companies:

<TABLE>
<CAPTION>
       Acquisition
          Date                      Company                    Location    Purchase Price
       -----------                  -------                    --------    --------------
      <S>            <C>                                    <C>            <C>
      March 7, 2000  Cassidy & Lee, Inc.                    Canton, MA         $9,200
      March 7, 2000  Road Light, Inc./Interstate Sign, Inc. Providence, RI     $2,000
</TABLE>

  The following pro forma financial information represents the pro forma
results of operations as if the 1999 and 2000 acquisitions had been completed
on January 1, 1999, after giving effect to certain adjustments including
increased depreciation and amortization of property and equipment and other
assets, interest expense for acquisition debt and amortization of related
intangibles and goodwill. These pro forma results have been prepared for
comparative purposes only and do not purport to be indicative of the results
of operations which would have been achieved had these acquisitions been
completed as of January 1, 1999, nor are the results indicative of the
Company's future results of operations.

<TABLE>
<CAPTION>
                                                               For the Three
                                                               Months Ended
                                                                 March 31,
                                                             ------------------
                                                               2000      1999
                                                             --------  --------
      <S>                                                    <C>       <C>
      Revenues.............................................. $135,656  $127,092
      Operating income...................................... $ 16,199  $ 18,396
      Net loss.............................................. $ (2,176) $   (831)
      Basic loss per share.................................. $  (0.10) $  (0.04)
      Diluted loss per share................................ $  (0.10) $  (0.04)
</TABLE>

5. Inventory

  Inventory, net consists of the following, at:

<TABLE>
<CAPTION>
                                                          March 31, December 31,
                                                            2000        1999
                                                          --------- ------------
      <S>                                                 <C>       <C>
      New equipment......................................  $22,031    $16,703
      Used equipment.....................................    4,394      3,503
      Contractor supplies................................    7,178      8,577
      Parts..............................................   12,442     10,491
      Reserves for excess and obsolete inventory.........   (2,405)    (2,258)
                                                           -------    -------
                                                           $43,640    $37,016
                                                           =======    =======
</TABLE>

6. Debt

  During 1999, the Company amended its Credit Facility with First Union
National Bank, as the agent, and certain other financial institutions to
increase the available borrowings from $400,000 up to a maximum amount of
$750,000 (subject to availability based on certain financial tests including a
borrowing base). Based upon the available borrowing base at March 31, 2000,
the Company had $67,672 available on the revolving credit facility loan, and
up to $145,000 if incremental borrowings were used to purchase rental
equipment.

  The Company's indentures contain a number of covenants that, among other
things, require the Company to maintain certain financial ratios and set
certain limitations on the granting of liens, asset sales, additional
indebtedness, transactions with affiliates, restricted payments, investments
and issuances of stock. The Company is currently in compliance with all
covenants of the indentures.

7. Subsequent events

  Subsequent to March 31, 2000, the Company completed an exchange of all of
the stock of its subsidiary, Safety Lights Sales & Leasing, Inc. for all of
the stock of Texoma, Inc. and approximately $18 million in cash.

                                       7
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
       RESULTS OF OPERATIONS (in thousands)

  The following table shows information derived from the Company's historical
consolidated statements of operations as a percentage of total revenues.

<TABLE>
<CAPTION>
                                                                     Three
                                                                    Months
                                                                     Ended
                                                                   March 31,
                                                                  -------------
                                                                  2000    1999
                                                                  -----   -----
<S>                                                               <C>     <C>
Rental revenues..................................................  74.1 %  68.4%
Rental equipment sales...........................................   5.2     7.9
New equipment sales and other....................................  20.7    23.7
                                                                  -----   -----
Total revenues................................................... 100.0   100.0
Cost of revenues.................................................  60.3    59.7
                                                                  -----   -----
Gross margin.....................................................  39.7    40.3
Selling, general and administrative expenses.....................  22.5    20.6
Non-rental depreciation and amortization.........................   5.1     3.8
                                                                  -----   -----
Operating income.................................................  12.1    15.9
Other income, net................................................   0.2     0.2
Interest expense, net............................................  14.6    14.5
                                                                  -----   -----
Income (loss) before income taxes................................  (2.3)    1.6
Income tax expense (benefit).....................................  (0.9)    0.7
                                                                  -----   -----
Net income (loss)................................................  (1.4)%   0.9%
</TABLE>

Results of Operations

  The Company's consolidated financial statements cover the three months ended
March 31, 2000 and 1999. Comparisons of the Company's results for these
periods are significantly impacted by the fact that the Company completed
nineteen acquisitions at different times during 1999.

Quarter Ended March 31, 2000, Compared with the Quarter Ended March 31, 1999

  Revenues. Total revenues increased to $134,298 in 2000 from $87,532 in 1999.
Rental revenues increased to $99,521 from $59,902. The increases were
primarily the result of the acquisition of additional businesses after the
first quarter of 1999 as well as the inclusion in 2000 of a full quarter's
results for the businesses acquired during the first quarter of 1999.

  Gross Profit. Gross profit increased to $53,335, in 2000 from $35,238 in
1999. Gross margin decreased to 39.7% from 40.3%. The decrease in gross margin
is primarily due to seasonal fluctuations in higher margin rental revenues in
the general and road construction markets as well as slight rental rate
decreases as a result of increased competition in the Northeast.

  Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased to $30,176 in 2000 from $18,063 in 1999. As
a percentage of total revenues, selling, general and administrative expenses
increased to 22.5% from 20.6%. This increase is primarily the result of the
acquisitions of companies in 1999 that have higher fixed costs as a percentage
of revenues than the Company, especially during the first quarter of each year
due to increased seasonality of these businesses. Additionally, higher costs
have been incurred to support the management infrastructure of the growing
company.

  Non-rental Depreciation and Amortization. Non-rental depreciation and
amortization increased to $6,846 in 2000 from $3,301 in 1999 due to increased
amortization expense from the acquisition of additional businesses.

                                       8
<PAGE>

  Interest Expense, Net. Interest expense, net, increased to $19,482 in 2000
from $12,722 in 1999. This increase was due to additional debt necessary to
complete the Company's strategy of acquiring additional businesses during
1999.

Liquidity and Capital Resources

  The Company's primary capital requirements are for the purchasing of new
rental equipment and for acquisitions. The Company's other capital
expenditures include buying vehicles used for delivery and maintenance, and
for property, plant and equipment. The Company purchases rental equipment
throughout the year to replace equipment that has been sold as well as to
maintain adequate levels of equipment to meet existing and new customer needs.
Rental fleet purchases for the Company were $48,324 and $36,184 in the first
three months of 2000 and 1999, respectively. The Company's expenditures for
rental fleet are expected to be approximately $120,000 in 2000.

  For the three months ended March 31, 2000 and 1999, the Company's net cash
provided by operations was $12,819 and $15,486, respectively. The decrease in
2000 was due primarily to timing of payments for current liabilities offset in
part by collections on outstanding accounts receivable. For the three months
ended March 31, 2000 and 1999, the Company's net cash used in investing
activities was $58,735 and $83,867, respectively. Net cash used for investing
activities consists primarily of expenditures for new acquisitions and
purchases of rental equipment and property and equipment. The decrease in 2000
was due primarily to lower acquisition activity. For the three months ended
March 31, 2000 and 1999, the Company's net cash provided by financing
activities was $16,096 and $68,537, respectively. Net cash provided by
financing activities consists primarily of borrowings under the Company's
credit facility and was lower in 2000 due to lower acquisition spending.
During 1999, the Company amended its credit facility, which currently provides
for a $100,000 term loan and a revolving credit facility up to a maximum of
$650,000 (subject to availability based on certain financial tests including a
borrowing base) to meet acquisition needs, purchases of rental equipment as
well as seasonal working capital and general corporate requirements. As of
March 31, 2000, $605,000 was outstanding under the credit facility. Based upon
the available borrowing base at March 31, 2000, the Company had $67,672
available on the revolving credit facility loan and up to $145,000 if the
incremental borrowings were used to purchase rental equipment.

  The Company believes that its credit facility, together with funds generated
by operations, will provide the Company with sufficient liquidity and capital
resources in the near-term to finance its operations and pursue its business
strategy, including acquisitions. Over the long-term, the Company will need
additional financing to continue its acquisition strategy.

General Economic Conditions, Inflation and Seasonality

  The Company's operating results may be adversely affected by 1) changes in
general economic conditions, including changes in construction and industrial
activity, or increases in interest rates or 2) adverse weather conditions that
may temporarily decrease construction and industrial activity in a particular
geographic area. Although the Company cannot accurately anticipate the effect
of inflation on its operations, management believes this has not had a
material impact on the Company's results of operations and is not likely to in
the foreseeable future.

  The Company's revenues and operating results fluctuate due to the seasonal
nature of the industry in which the Company operates. This is more apparent in
the current period because of the more seasonal nature of our recently
acquired businesses and the rental patterns of customers in our new
geographical regions (with rental activity tending to be lower in winter).

Recently Issued Accounting Pronouncements

  Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities," requires an entity to
recognize all derivatives as either assets or liabilities in its statement of
financial position, and measure those instruments at fair value. The
accounting for changes in the

                                       9
<PAGE>

fair value of a derivative depends on the intended use of the derivative and
the designation that results. An entity that elects to apply hedge accounting
is required to establish at the inception of the hedge the method it will use
for assessing the effectiveness of the hedging derivative, and the measurement
approach for determining the ineffective aspect of the hedge. Those methods
must be consistent with the entity's approach to managing risk. SFAS No. 133
is effective for the Company's fiscal quarter beginning January 1, 2001. The
Company has not yet determined the impact the new statement may have on the
consolidated financial statements.

  Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition," provides
guidance on the recognition, presentation and disclosure of revenue in
financial statements filed with the Securities and Exchange Commission. The
SAB is effective for the Company's quarter beginning April 1, 2000. The
Company has evaluated the relevant revenue recognition criteria discussed in
this SAB and believes it should not have an impact on the Company's current
accounting policies.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

  The Company's credit facility, as amended, provides the Company with a $100
million term loan and permits the Company to borrow up to an additional $650
million of revolving loans provided that certain conditions and financial
tests are met, subject to a borrowing base. Borrowings under the credit
facility bear interest, at the Company's option, at a specified base rate plus
the applicable borrowing margin. At May 5, 2000, the Company had total
borrowings under the credit facility and the term loan of $600 million, $450
million of which was subject to interest rate risk. Each 1.0% increase in
interest rates on the unhedged variable rate debt would affect pretax earnings
by approximately $4.5 million.

  The Company uses interest rate swap contracts to hedge the impact of
interest rate fluctuations on certain variable rate debt. The Company does not
hold or issue derivative financial instruments for trading or speculative
purposes. The interest rate swap fixes the interest rate at 4.51% on $150
million of variable rate debt through October 23, 2000. The interest
differential is paid or received on a monthly basis and recognized currently
as a component of interest expense. The counterparty to the swap is a major
financial institution and management believes that the risk of incurring
credit losses is remote.

Forward Looking Statements

Note: This document contains forward-looking statements as encouraged by the
Private Securities Litigation Reform Act of 1995. All statements contained in
this document, other than historical information, are forward-looking
statements. These statements represent management's current judgement on what
the future holds. A variety of factors could cause business conditions and the
Company's actual results to differ materially from those expected by the
Company or expressed in the Company's forward-looking statements. These
factors include, without limitation, the Company's ability to successfully
integrate acquired businesses; changes in market price or market demand; loss
of business from customers; unanticipated expenses; changes in financial
markets; and other factors discussed in the Company's filings with the
Securities and Exchange Commission.

                                      10
<PAGE>

                          PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

  Not applicable.

ITEM 2. CHANGES IN SECURITIES

  Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

  Not applicable.

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

  Not applicable.

ITEM 5. OTHER INFORMATION

  Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

  See Index of Exhibits on page 13. The Company did not file any Current
Reports on Form 8-K for the quarterly period ended March 31, 2000.

                                      11
<PAGE>

                                   SIGNATURE

  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 on May 15, 2000.


                                          National Equipment Services, Inc.

                                                  /s/ Dennis O'Connor
                                          By: _________________________________
                                                      Dennis O'Connor
                                                  Chief Financial Officer


Form 10-Q: For the quarter ended March 31, 2000.

                                      12
<PAGE>

                               INDEX OF EXHIBITS

<TABLE>
<CAPTION>
 Exhibit
 Number                       Description of Document
 -------                      -----------------------
 <C>     <S>                                                                <C>
 11.1    Statement re Computation of Per Share Earnings. Not required
         because the relevant computations can be clearly determined from
         the material contained in the financial statements included
         herein.
 21.1    Subsidiaries of the Company.
 27.1    Financial Data Schedule.
</TABLE>

                                       13