**NATIONALEQUIPMENT SERVICES, INC.**

**2001ANNUAL MEETING OF STOCKHOLDERS**

**CERTIFICATEAND REPORT OF INSPECTOR OF ELECTION**

             The undersigned, the duly appointedInspector of Election at the Annual Meeting of Stockholders (the “AnnualMeeting”) of National Equipment Services, Inc., a Delaware corporation (the“Company”), held on May 31, 2001, pursuant to Section 231 of the GeneralCorporation Law of the State of Delaware, DOES HEREBY CERTIFY that thefollowing is an accurate report of the votes of the stockholders of the Companyat the Annual Meeting:
|   | (1)    | The number of shares of Common Stock of the  Company issued and outstanding and entitled to vote on matters submitted at  the Annual Meeting to the holders of Common Stock was 21,151,163.                                                                                                                                                                       |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                              |
|   | (2)    | There were present at the Annual Meeting, in  person or by proxy, holders of 19,422,870 shares of Common Stock, which is  91.8% of the total number of shares of Common Stock outstanding and entitled  to vote at the Annual Meeting and which constituted a quorum for purposes of  voting on each of the matters submitted to the stockholders for their vote. |
|   |   |                                                                                                                                                                                                                                                                                                                                                              |
|   | (3)    | I tabulated the votes with respect to the  election of directors, and Carl D. Thoma received 18,238,952 votes and John  L. Grove received 18,357,940 votes.                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                              |
|   | (4)    | Each of Carl D. Thoma and John L. Grove  received a plurality of the votes cast by the holders of the Common Stock and  I hereby declare and certify to the Secretary of the Company that each of  Carl D. Thoma and John L. Grove has been duly elected as a director of the  Company.                                                                           |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (5)    | I tabulated the votes with respect to the  resolution regarding the approval of the first amendment and restatement of  the Company’s 1998 Long Term Incentive Plan and such proposal received the  number of votes set forth below:                                                                                                                         |   |

 

 

| Number  of Votes |       |
|------------------|------------|
|                  |       |
| For              | 14,897,554 |
|             |       |
| Against          | 1,972,019  |
|             |       |
| Abstain          | 66,479     |

 

Since amajority of the votes cast by the holders of the Common Stock present andvoting at the meeting were votes for approval and since the total votes cast onthis proposal represented a majority of the shares of Common Stock entitled tovote thereon, I hereby declare and certify to the Secretary of the Company thatsuch resolution has been approved by the stockholders of the Company.

|   | (6) | I tabulated the votes with respect to the  resolution regarding ratification of the appointment of  PricewaterhouseCoopers LLP as independent public accountants for the fiscal  year ending December 31, 2001 and such proposal received the number of votes  set forth below: |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Number  of Votes |       |
|------------------|------------|
|                  |       |
| For              | 19,353,665 |
|             |       |
| Against          | 64,625     |
|             |       |
| Abstain          | 4,580      |

Since amajority of the votes cast by the holders of the Common Stock present andvoting at the meeting were votes for approval, I hereby declare and certify tothe Secretary of the Company that such resolution has been approved by thestockholders of the Company.

*           *           *           *           *

             IN WITNESS WHEREOF, I have executedthis Certificate the 31st day of May, 2001.

| By:                                            |   /s/  Joseph F. Pellicore |
|------------------------------------------------|---------------------------------|
|                                           |                                 |
| Print                                          | :   Joseph F. Pellicore    |
|                                           |                                 |
| on behalf of LaSalle Bank National Association |