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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q/A

(Amendment No. 1 to Form 10-Q)

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2001

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission File No. 001-14163

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

|DELAWARE                                                                                      |  | 36-4087016                          
|--------------------------------------------------------------------------------------------- |  | ------------------------------------
|(State or other Jurisdiction of
Incorporation or Organization)                                |  | (I.R.S. Employer
Identification No.)
|1603 Orrington Avenue, Suite 1600, Evanston, Illinois(Address of principal executive offices) |  | 60201(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 ý    No o

There
were 21,151,163 shares of Common Stock ($.01 par value) outstanding as of May 7, 2001.

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NATIONAL EQUIPMENT SERVICES, INC.        QUARTERLY REPORT ON FORM 10-Q/A  For the Quarter ended  March 31, 2001    INDEX

|PART I.    FINANCIAL INFORMATION
|--------------------------------
|Item 1.                         
|Item 2.                         
|Item 3.                         
|PART II.    OTHER INFORMATION   
|Item 1.                         
|Item 2.                         
|Item 3.                         
|Item 4.                         
|Item 5.                         
|Item 6.                         
|SIGNATURE                       
|Index of Exhibits               

2

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NATIONAL EQUIPMENT SERVICES, INC.
AND SUBSIDIARIES

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

|                                                                         |                                                                                                | March 31, 2001
(Restated) |                                            | December 31, 2000
(Restated) |        
|------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------- | ------------------------- | ------------------------------------------ | ---------------------------- | -------
|
|Assets                                                                   |                                                                                                |                           |                                            |                              |        
|                                                                         | Cash and cash equivalents                                                                      |                           | $                                          | 2,430                        |        
|                                                                         | Accounts receivable, net of allowance for doubtful accounts of $6,557 and $5,484, respectively |                           |                                            | 118,506                      |        
|                                                                         | Inventory, net                                                                                 |                           |                                            | 33,023                       |        
|                                                                         | Rental equipment, net                                                                          |                           |                                            | 587,282                      |        
|                                                                         | Property and equipment, net                                                                    |                           |                                            | 62,461                       |        
|                                                                         | Intangible assets, net                                                                         |                           |                                            | 364,101                      |        
|                                                                         | Loan origination costs, net                                                                    |                           |                                            | 8,398                        |        
|                                                                         | Deferred income taxes                                                                          |                           |                                            | 13,209                       |        
|                                                                         | Prepaid expenses and other assets, net                                                         |                           |                                            | 15,130                       |        
|                                                                         |                                                                                                |                           |                                            |                              |        
|                                                                         |                                                                                                |                           | Total assets                               |                              | $      
|                                                                         |                                                                                                |                           |                                            |                              |        
|Liabilities                                                              |                                                                                                |                           |                                            |                              |        
|                                                                         | Book overdraft                                                                                 |                           | $                                          | 2,367                        |        
|                                                                         | Accounts payable                                                                               |                           |                                            | 22,994                       |        
|                                                                         | Accrued interest                                                                               |                           |                                            | 17,119                       |        
|                                                                         | Deferred income taxes, net                                                                     |                           |                                            | 47,413                       |        
|                                                                         | Accrued expenses and other liabilities                                                         |                           |                                            | 23,825                       |        
|                                                                         |                                                                                                | Debt                      |                                            |                              | 860,489
|                                                                         |                                                                                                |                           |                                            |                              |        
|                                                                         |                                                                                                |                           | Total liabilities                          |                              |        
|                                                                         |                                                                                                |                           |                                            |                              |        
|                                                                         | Senior redeemable convertible preferred stock                                                  |                           |                                            | 95,922                       |        
|                                                                         | Commitments and contingencies                                                                  |                           |                                            |                             |        
|Stockholders' equity:                                                    |                                                                                                |                           |                                            |                              |        
|Common stock, $0.01 par, 100,000 shares authorized; 24,170 shares issued |                                                                                                |                           | 241                                        |                              |        
|Additional paid-in capital                                               |                                                                                                |                           | 123,887                                    |                              |        
|Retained earnings                                                        |                                                                                                |                           | 29,447                                     |                              |        
|Stock subscriptions receivable                                           |                                                                                                |                           | (102                                       | )                            |        
|Treasury stock at cost, 3,019 shares                                     |                                                                                                |                           | (19,062                                    | )                            |        
|                                                                         |                                                                                                |                           |                                            |                              |        
|                                                                         |                                                                                                |                           | Total stockholders' equity                 |                              |        
|                                                                         |                                                                                                |                           |                                            |                              |        
|                                                                         |                                                                                                |                           | Total liabilities and stockholders' equity |                              | $      
|                                                                         |                                                                                                |                           |                                            |                              |        

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

3

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NATIONAL EQUIPMENT SERVICES, INC.
AND SUBSIDIARIES

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

|                                                            |                                | For the Three Months Ended March 31, |        
|----------------------------------------------------------- | ------------------------------ | ------------------------------------ | -------
|
|
|Revenues                                                    |                                |                                      |        
|                                                            | Rental revenues                |                                      | $      
|                                                            | New equipment sales            |                                      |        
|                                                            | Rental equipment sales         |                                      |        
|                                                            | Parts, service and other       |                                      |        
|                                                            |                                |                                      |        
|                                                            |                                | Total revenues                       |        
|                                                            |                                |                                      |        
|Cost of revenues                                            |                                |                                      |        
|                                                            | Rental equipment depreciation  |                                      |        
|                                                            | Cost of new equipment sales    |                                      |        
|                                                            | Cost of rental equipment sales |                                      |        
|                                                            | Other operating expenses       |                                      |        
|                                                            |                                |                                      |        
|                                                            |                                | Total cost of revenues               |        
|                                                            |                                |                                      |        
|Gross profit                                                |                                |                                      | 49,188 
|Selling, general and administrative expenses                |                                |                                      | 36,410 
|Non-rental depreciation and amortization                    |                                |                                      | 7,009  
|                                                            |                                |                                      |        
|Operating income                                            |                                |                                      | 5,769  
|Other income, net                                           |                                |                                      | 198    
|Interest expense, net                                       |                                |                                      | 20,510 
|                                                            |                                |                                      |        
|Loss before income taxes                                    |                                |                                      | (14,543
|Income tax benefit                                          |                                |                                      | (6,240 
|                                                            |                                |                                      |        
|Net loss                                                    |                                | $                                    | (8,303 
|                                                            |                                |                                      |        
|Basic loss per common share                                 |                                | $                                    | (0.40  
|                                                            |                                |                                      |        
|Average number of common shares used in basic calculation   |                                |                                      | 20,859 
|                                                            |                                |                                      |        
|Diluted loss per common share                               |                                | $                                    | (0.40  
|                                                            |                                |                                      |        
|Average number of common shares used in diluted calculation |                                |                                      | 20,859 
|                                                            |                                |                                      |        

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

4

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NATIONAL EQUIPMENT SERVICES, INC.
AND SUBSIDIARIES

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

|                                                                                |                                              | For the Three
Months Ended
March 31,   |        
|------------------------------------------------------------------------------- | -------------------------------------------- | -------------------------------------- | -------
|
|Operating Activities:                                                           |                                              |                                        |        
|Net loss                                                                        |                                              | $                                      | (8,303 
|Adjustments to reconcile net loss to net cash provided by operating activities: |                                              |                                        |        
|                                                                                | Depreciation and amortization                |                                        |        
|                                                                                | Gain on sale of equipment                    |                                        |        
|                                                                                | Deferred income taxes                        |                                        |        
|                                                                                | Changes in operating assets and liabilities: |                                        |        
|                                                                                |                                              | Accounts receivable                    |        
|                                                                                |                                              | Inventory                              |        
|                                                                                |                                              | Prepaid expenses and other assets      |        
|                                                                                |                                              | Accounts payable                       |        
|                                                                                |                                              | Accrued expenses and other liabilities |        
|                                                                                |                                              |                                        |        
|Net cash provided by operating activities                                       |                                              |                                        | 11,294 
|                                                                                |                                              |                                        |        
|Investing Activities:                                                           |                                              |                                        |        
|Acquisitions, net of cash received                                              |                                              |                                        |       
|Purchases of rental equipment                                                   |                                              |                                        | (6,735 
|Proceeds from sale of rental equipment                                          |                                              |                                        | 7,104  
|Purchases of property and equipment                                             |                                              |                                        | (1,400 
|Proceeds from sale of property and equipment                                    |                                              |                                        | 197    
|                                                                                |                                              |                                        |        
|Net cash used in investing activities                                           |                                              |                                        | (834   
|                                                                                |                                              |                                        |        
|Financing Activities:                                                           |                                              |                                        |        
|Proceeds from long-term debt                                                    |                                              |                                        | 26,000 
|Payments on long-term debt and capital leases                                   |                                              |                                        | (36,322
|Book overdrafts                                                                 |                                              |                                        | (870   
|Repurchase of treasury stock                                                    |                                              |                                        |       
|Payments of loan origination costs                                              |                                              |                                        |       
|                                                                                |                                              |                                        |        
|Net cash (used in) provided by financing activities                             |                                              |                                        | (11,192
|                                                                                |                                              |                                        |        
|Net decrease in cash and cash equivalents                                       |                                              |                                        | (732   
|Cash and cash equivalents at beginning of period                                |                                              |                                        | 3,162  
|                                                                                |                                              |                                        |        
|Cash and cash equivalents at end of period                                      |                                              | $                                      | 2,430  
|                                                                                |                                              |                                        |        

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

5

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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 and 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, 2001 and 2000 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, 2000 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 adopted Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended, effective
January 1, 2001. The adoption of SFAS No. 133 had no effect on the Company's consolidated financial position, liquidity or results of operations.

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.    Revision of Prior Year Consolidated Financial Statements

In the process of closing its books for 2001, the Company became aware that certain assets recorded on the 2000 and prior consolidated balance sheets were
overstated. Following a comprehensive accounting investigation, the Company is, by means of this filing, revising its previously issued consolidated financial statements for the quarters ended
March 31, 2001 and 2000 to reflect write-downs of receivables, inventory and rental equipment.

6

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The
following table reconciles the amounts previously reported to the amounts currently being reported in the consolidated statements of operations for the quarters ended
March 31, 2001 and 2000:

|                              |  | Previously
Reported |         | 2001
Adjustments |   | Revised |   | Previously
Reported |         | 2000
Adjustments |   | Revised |  
|----------------------------- |  | ------------------- | ------- | ---------------- | - | ------- | - | ------------------- | ------- | ---------------- | - | ------- | -
|Total revenues                |  | $                   | 138,782 |                  | $ |        |   | $                   | 138,782 |                  | $ | 134,298 |  
|Cost of revenues              |  |                     | 89,594  |                  |   |        |   |                     | 89,594  |                  |   | 80,963  |  
|Other operating expenses      |  |                     | 41,919  |                  |   | 1,500   |   |                     | 43,419  |                  |   | 37,022  |  
|                              |  |                     |         |                  |   |         |   |                     |         |                  |   |         |  
|Operating income              |  |                     | 7,269   |                  |   | (1,500  | ) |                     | 5,769   |                  |   | 16,313  |  
|Non-operating expenses        |  |                     | 20,312  |                  |   |        |   |                     | 20,312  |                  |   | 19,373  |  
|                              |  |                     |         |                  |   |         |   |                     |         |                  |   |         |  
|Loss before income taxes      |  |                     | (13,043 | )                |   | (1,500  | ) |                     | (14,543 | )                |   | (3,060  | )
|Income tax benefit            |  |                     | (5,739  | )                |   | (501    | ) |                     | (6,240  | )                |   | (1,239  | )
|                              |  |                     |         |                  |   |         |   |                     |         |                  |   |         |  
|Net loss                      |  | $                   | (7,304  | )                | $ | (999    | ) | $                   | (8,303  | )                | $ | (1,821  | )
|Basic loss per common share   |  | $                   | (0.36   | )                | $ | (0.04   | ) | $                   | (0.40   | )                | $ | (0.09   | )
|                              |  |                     |         |                  |   |         |   |                     |         |                  |   |         |  
|Diluted loss per common share |  | $                   | (0.36   | )                | $ | (0.04   | ) | $                   | (0.40   | )                | $ | (0.09   | )
|                              |  |                     |         |                  |   |         |   |                     |         |                  |   |         |  

Total
assets as previously reported at March 31, 2001 and 2000 were reduced by $11,312 and $5,110, respectively, due to these revisions as follows:

|                                              |  | Previously
Reported |           | 2001
Adjustments |   | Revised |   | Previously
Reported |           | 2000
Adjustments |   | Revised  
|--------------------------------------------- |  | ------------------- | --------- | ---------------- | - | ------- | - | ------------------- | --------- | ---------------- | - | ---------
|Accounts receivable, net                      |  | $                   | 123,948   |                  | $ | (5,442  | ) | $                   | 118,506   |                  | $ | 110,363  
|Inventory, net                                |  |                     | 34,191    |                  |   | (1,168  | ) |                     | 33,023    |                  |   | 43,640   
|Rental equipment, net                         |  |                     | 593,779   |                  |   | (6,497  | ) |                     | 587,282   |                  |   | 582,679  
|All other assets                              |  |                     | 463,934   |                  |   | 1,795   |   |                     | 465,729   |                  |   | 491,755  
|                                              |  |                     |           |                  |   |         |   |                     |           |                  |   |          
|Total assets                                  |  | $                   | 1,215,852 |                  | $ | (11,312 | ) | $                   | 1,204,540 |                  | $ | 1,228,437
|                                              |  |                     |           |                  |   |         |   |                     |           |                  |   |          
|Total liabilities                             |  | $                   | 977,927   |                  | $ | (3,720  | ) | $                   | 974,207   |                  | $ | 993,082  
|                                              |  |                     |           |                  |   |         |   |                     |           |                  |   |          
|Senior redeemable convertible preferred stock |  | $                   | 95,922    |                  | $ |        |   | $                   | 95,922    |                  | $ | 95,422   
|                                              |  |                     |           |                  |   |         |   |                     |           |                  |   |          
|Total stockholders' equity                    |  | $                   | 142,003   |                  | $ | (7,592  | ) | $                   | 134,411   |                  | $ | 139,933  
|                                              |  |                     |           |                  |   |         |   |                     |           |                  |   |          

7

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4.    Earnings per share

The Company's earnings per share for the three months ended March 31, 2001 and 2000 are calculated as follows:

2001
(Restated)

2000
(Restated)Net loss

$
(8,303
)
$
(2,757
)Less accretion on preferred stock


(125
)

(125
)Net loss available to common stockholders

$
(8,428
)
$
(2,882
)Basic weighted average shares


20,859


22,133Effect of dilutive securitiesUnvested stock





Convertible preferred stock





Diluted weighted average shares


20,859


22,133Basic loss per share

$
(0.40
)
$
(0.13
)Dilutive loss per share

$
(0.40
)
$
(0.13
)


The
effect of dilutive securities is omitted from the computation of earnings per share because inclusion would be anti-dilutive by reducing the loss per share.

5.    Inventory

Inventory,
net consists of the following, at:

March 31, 2001
(Restated)

December 31, 2000
(Restated)New equipment

$
11,864

$
11,812Used equipment


5,212


4,801Contractor supplies


4,743


4,910Parts


13,611


12,692Reserves for excess and obsolete inventory


(2,407
)

(2,116
)$
33,023

$
32,099


6.    Debt

During the first quarter of 2001, the Company reduced the committed amount under its Credit Facility with First Union National Bank, as the agent, and certain
other financial institutions from $750,000 down to a maximum amount of $650,000 (subject to availability based on certain financial tests including a borrowing base). Based upon the available
borrowing base at March 31, 2001, the Company had $60,090 available on the revolving credit facility.

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. While the Company expects to be in compliance with the covenants and satisfy the financial ratios and tests related to the credit facility in the future, there can be no assurance that the
Company will meet such financial ratios and tests.

8

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

In
the process of closing its books for 2001, the Company became aware that certain assets recorded on the 2000 and prior consolidated balance sheets were overstated. Following a
comprehensive accounting investigation, the Company is, by means of this filing, revising its previously issued consolidated financial statements to reflect write-downs of receivables, inventory and
rental equipment at two of its subsididaries. The impact of this restatement is disclosed in Note 3 to the Consolidated Financial Statements. All financial information presented herein reflects
these revisions.

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

|                                             |  | Three Months Ended
March 31, |   
|-------------------------------------------- |  | ---------------------------- | --
|
|Rental revenues                              |  | 77.4                         | % 
|New equipment sales                          |  | 8.9                          |   
|Rental equipment sales                       |  | 5.1                          |   
|Parts, service and other                     |  | 8.6                          |   
|                                             |  |                              |   
|Total revenues                               |  | 100.0                        |   
|Cost of revenues                             |  | 64.6                         |   
|                                             |  |                              |   
|Gross margin                                 |  | 35.4                         |   
|Selling, general and administrative expenses |  | 26.2                         |   
|Non-rental depreciation and amortization     |  | 5.0                          |   
|                                             |  |                              |   
|Operating income                             |  | 4.2                          |   
|Other income, net                            |  | 0.2                          |   
|Interest expense, net                        |  | 14.8                         |   
|                                             |  |                              |   
|Income (loss) before income taxes            |  | (10.4                        | ) 
|Income tax expense (benefit)                 |  | (4.5                         | ) 
|                                             |  |                              |   
|Net income (loss)                            |  | (5.9                         | )%

9

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Results of Operations

Quarter Ended March 31, 2001, Compared with the Quarter Ended March 31, 2000

Revenues.Total revenues increased to $138,782 in 2001 from $134,298 in 2000, a 3% increase. Rental revenues increased 8% to
$107,328 from $99,521. The increase in rental revenues was primarily the result of the utilization of additional rental fleet equipment. The increase was offset in part by a decrease in parts,
service, and other revenues of $3,839 which was due primarily to softness in several geographic markets and the Company's continued emphasis on rental revenues.

Gross Profit.Gross profit decreased to $49,188 in 2001 from $53,335, in 2000. Gross margin decreased to 35.4% from 39.7%.
The decrease in gross margin is primarily due to lower physical utilization rates of the rental fleet resulting from a slower spring pick-up in business in several geographic markets of
the Company. In addition, the Company experienced an increase in the direct costs of equipment rental due to additional labor and infrastructure necessary to support the increased size of the rental
fleet.

Selling, General and Administrative Expenses.Selling, general and administrative expenses increased to $36,410 in 2001 from
$31,696 in 2000. As a percentage of total revenues, selling, general and administrative expenses increased to 26.2% from 23.6%. This increase is primarily the result of additional investments in
personnel and systems to support the Company's growth and increased bad debt expense due to the effect of softening economic conditions on our customers.

Non-rental Depreciation and Amortization.Non-rental depreciation and amortization increased to
$7,009 in 2001 from $6,846 in 2000 due primarily to increased amortization expense from the acquisition of additional businesses.

Interest Expense, Net.Interest expense, net, increased to $20,510 in 2001 from $19,482 in 2000. This increase was due
primarily to higher interest rates on the Company's variable rate debt in the first quarter of 2001.

Income Tax Rate.The effective income tax rate increased to 42.9% in the first quarter of 2001 from 39.8% in the first
quarter of 2000 due to non-deductible goodwill representing a greater percentage of pre-tax income in 2001.

Liquidity and Capital Resources

The Company's primary capital requirements are for the purchasing of new rental equipment and for acquisitions of businesses. 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 $6,735 and $48,324 in the first three months of 2001
and 2000, respectively. The Company's expenditures for rental fleet are expected to be approximately $22,000 in 2001 compared to $165,000 in 2000. The Company expects to minimize capital expenditures
until such time as the business environment improves.

For
the three months ended March 31, 2001 and 2000, the Company's net cash provided by operations was $11,294 and $12,819, respectively. The decrease in 2001 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, 2001 and 2000, the Company's net cash used in
investing activities was $834 and $58,735, respectively. Net cash used in investing activities consists primarily of expenditures for new acquisitions of businesses and purchases of rental equipment
and property and equipment. The decrease in 2001 was due primarily to reduced purchases of rental equipment and lower acquisition

10

---

activity. For the three months ended March 31, 2001 and 2000, the Company's net cash provided by financing activities was ($11,192) and $16,096, respectively. Net cash provided by financing
activities consists primarily of borrowings under the Company's credit facility and was lower in 2001 due to reduced rental fleet purchasing and the reduction of indebtedness under the Company's
credit facility. The Company intends to continue to reduce the amount of its indebtedness under its credit facility.

The
Company's credit facility provides for a $100 million term loan and a revolving credit facility up to a maximum of $550 million (subject to availability based on
certain financial tests including a borrowing base) to meet acquisition needs, as well as seasonal working capital and general corporate requirements. In March 2001 the Company reduced the
committed amount under its revolving credit facility to $550 million from $650 million. As of March 31, 2001, $587,000 was outstanding under the credit facility. Based upon the
available borrowing base at March 31, 2001, the Company had $60,090 available on the revolving credit facility loan. The credit facility contains certain covenants that require
the Company to, among other things, satisfy certain financial tests relating to 1) the ratio of senior debt to EBITDA, 2) minimum interest coverage ratio and 3) the ratio of
funded debt to EBITDA. The agreements governing the credit facility also contain various other covenants that restrict the Company's ability to, among other things, 1) incur additional
indebtedness, 2) permit liens to attach to its assets, 3) pay dividends or make other restricted payments on its common stock and certain other securities and 4) make acquisitions
unless certain financial conditions are satisfied. The Company is currently in compliance with all covenants governing the credit facility. While the Company expects to be in compliance with the
covenants and satisfy the financial ratios and tests related to the credit facility in the future, there can be no assurance that the Company will meet such financial ratios and tests.

During
1997, the Company issued $100,000 of Senior Subordinated Notes due 2004 (the "Series A Notes") at a discount netting proceeds of $98,767. During 1998, the Company completed
its exchange of $100,000 of Senior Subordinated Notes due 2004, Series B (the "Series B Notes"), which have been registered for public trading, for the Series A Notes.

Also
during 1998, the Company issued $125,000 of Senior Subordinated Notes due 2004, Series C (the "Series C Notes") at a discount netting proceeds of $122,288. During
1999, the Company issued $50,000 of additional Series C Notes, at a discount netting proceeds of $49,000. Later during 1999, the Company completed its exchange of $175,000 of Senior
Subordinated Notes due 2004, Series D (the "Series D Notes"), which have been registered for public trading, for the Series C Notes.

The
Company accretes the original issue discount of the Series B Notes and Series D Notes over the term of the notes using the effective interest rate method. The
indentures for the Series B and Series D notes contain a number of covenants that, among other things, set certain limitations on the granting of liens, asset sales, additional
indebtedness, transactions with affiliates, restricted payments, investments, issuances of stock and payment of dividends. The Company is currently in compliance with all such covenants under the
indentures.

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. Over the long term, the Company will need to refinance its credit facility, its Series B Notes and its
Series D Notes since the credit facility becomes due and payable in July 2003 and its Series B Notes and Series D Notes in November 2004.

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

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on its operations, management believes that inflation 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

The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," as
amended, effective January 1, 2001. The adoption of SFAS No. 133 had no effect on the Company's consolidated financial position, liquidity or results of operations.

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
$550 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 or Eurodollar rate plus the applicable borrowing margin. At May 7, 2001, the Company had total borrowings under the credit facility of $593 million,
$193 million of which was subject to interest rate risk. Each 100 basis point increase in interest rates on the variable rate debt would decrease pretax earnings by approximately
$1.9 million.

The
Company may, from time to time, use 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. Effective April 18, 2001 the Company entered into an interest rate swap contract, which fixes the interest rate at 4.71% on
$400 million of variable rate debt through April 17, 2003. 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.

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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 15. The Company did not file any Current Reports on Form 8-K for the quarterly period ended March 31,
2001.

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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 13, 2002.

|                                                 |  | NATIONAL EQUIPMENT SERVICES, INC.
|------------------------------------------------ |  | ---------------------------------
|                                                 |  | By:                              
|Form 10-Q: For the quarter ended March 31, 2001. | 

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INDEX OF EXHIBITS

|Exhibits Number |  | Description of Document                                                                                                                                                                          
|--------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1             |  | Notice of Revolving Commitment Reduction. (Previously filed with the original 10-Q relating to the Company's period ended March 31, 2001, which this Amendment No. 1 amends and restates.)       
|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.

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