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

                                   FORM 10-K/A

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                                       OF
                      THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 1999 Commission File Number: 001-14145

                                   NEFF CORP.
             (Exact Name of registrant as specified in its charter)


DELAWARE                                                  65-0626400
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


             3750 N.W. 87th AVENUE, SUITE 400, MIAMI, FLORIDA 33178
               (Address of principal executive offices) (Zip Code)

                  Registrans's telephone number: (305) 513-3350

           Securities registered pursuant to Section 12(b) of the Act:

                                                           Name of each exchange
Title of each class                                         on which registered
_______________________                                  ______________________
Class A Common Stock
Par Value $.01 per share                                 New York Stock Exchange


           Securities registered pursuant to Section 12(g) of the Act:
                                (Title of class)
                                      None


Indicate by check mark whether the registrant has (1) 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. X Yes __ No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's knowledge, in definitive proxy or information statements by
reference in Part III of this Form 10-K or any amendment to this Form 10-K [ ].

As of April 21,  2000,  the  aggregate  market value of the voting stock held by
non-affiliates  of the registrant was approximately  $27.3 million.  As of April
21, 2000, there were 16,065,350 shares of the registrant's  Class A Common Stock
outstanding.

                      Documents incorporated by reference:

                                      None

<PAGE>



     Neff Corp. hereby amends its Annual Report on Form 10-K as set forth in the
pages attached hereto:

                                    Part III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE  REGISTRANT

     Biographical  information with respect to the Company's  current  executive
officers and directors as of April 21, 2000 is as follows:

 <TABLE>
<CAPTION>

<S>                             <C>  <C>                                         <C>      <C>

                                                                                 Director Term to
             Name               Age      Positions or Offices with the Company     Since    Expire

Jorge Mas....................    37  Chairman of the Board                          1995     2001
Kevin P. Fitzgerald..........    43  President and Chief Executive Officer,         1995     2001
                                     Secretary, Treasurer, Director
Juan Carlos Mas..............    34  Director.                                      1995     2000
Jose Ramon Mas...............    28  Director                                       1995     2000
Joel-Tomas Citron............    36  Director                                       1998     2002
Paul E. Dean.................    62  Director                                       2000     2001
Arthur B. Laffer.............    59  Director                                       1998     2002
Michael Markbreiter .........    37  Director                                       2000     2002

</TABLE>


     The  following  are brief  summaries of the business  experience  during at
least the past five years of each of the directors of the Company:

     Jorge Mas was the Chief Executive Officer of MasTec, Inc., a public company
engaged  in the  telecommunications  construction  business,  from March 1994 to
October  1999. In addition,  Mr. Mas is involved in several real estate  holding
companies,  the  Chairman  of the  Board of  MasTec,  Inc.  and on the  Board of
Directors of First Union  National  Bank. Mr. Mas has been Chairman of the Cuban
American National Foundation,  Inc., a not-for-profit  organization,  since July
1999.  Mr.  Mas also  serves  on the  board of  directors  of Nova  Southeastern
University.

     Mr.  Fitzgerald joined the Company in 1995 as President and Chief Executive
Officer.  From 1991 through July,  1995, he was a Senior Vice  President for the
investment  banking firm of Houlihan Lokey Howard and Zukin. He is also a member
of the board of directors of Geoworks Corporation.

     Arthur B.  Laffer has been  Chairman  of the Board of  Directors  of Laffer
Associates,  an economic research and financial  consulting firm, since 1979 and
Chief  Executive  Officer,  Laffer  Advisors  Inc.,  an  investment  advisor and
broker-dealer, since 1981. Mr. Laffer is a director of Nicholas Applegate Mutual
Funds, Oxigene, Inc., MasTec, Inc. and Coinmach Laundry Corporation.

     Joel-Tomas  Citron has been the Chief  Executive  Officer  of MasTec,  Inc.
since October 1999 and the President since May 1999. Mr. Citron was the managing
partner of Triscope Capital LLC, a private investment partnership,  from January
1998 until  December  1998, and Chairman of the Board of Directors of the United
States subsidiary of Proventus AB, a privately held investment  company based in
Stockholm,  Sweden,  from  January  1992 to December  1997.  Mr.  Citron is also
Vice-Chairman  of the board of  directors  of MasTec,  Inc.  and a  director  of
Telergy, Inc.

     Juan Carlos Mas is currently a director and  President of the  Construction
Division of Church and Tower,  a subsidiary of MasTec,  Inc.,  where he has been
employed for the past five years.

                                      -2-
<PAGE>

     Jose  Ramon  Mas is a  director  and  President  of the  Telecommunications
Division of Church and Tower,  a subsidiary of MasTec,  Inc.,  where he has been
employed for the past five years.

     Michael Markbreiter has been engaged in management consulting and investing
for  Displaytech,  Inc. since February 2000 and Teletrax,  Inc. since  September
1999.  From  1995  to  1999,  he was a  portfolio  manager  for  private  equity
investments  for Klingdon  Capital  Management  Corp.,  a manager of  investment
funds.  In April 1994, he co-founded  Ram Investment  Corp.,  a venture  capital
company.  From  March 1993 to  January  1994,  he was a  portfolio  manager  for
Klingdon  Capital  Management Corp. Prior to February 1993, he was an analyst at
Alliance  Capital  Management  Corp.  Mr.  Markbreiter  is a  director  of  Alyn
Corporation.

     Paul E. Dean was associated with Dow Chemical Company for over thirty years
prior to his retirement in August 1993. From 1991 until his retirement, Mr. Dean
was the Director of Corporate New Ventures at Dow Chemical Company. From 1987 to
1991, Mr. Dean was Michigan Director of Research and Development at Dow Chemical
Company,  and prior to that,  Mr.  Dean held  various  management  positions  in
technical service and development and in research and manufacturing.

     The following are biographical  summaries of the business experience during
at least the past five years of each of the  executive  officers of the Company,
other than those  executive  officers  who are also  serving as directors of the
Company:

     Mark H. Irion has served as the Company's Chief Financial Officer since May
1999.  He joined the  company in 1998 after being  employed  as Chief  Financial
Officer of R.S. Computer Sales, Inc., a network integration  company,  from 1997
to 1998.  From 1994 to 1997,  Mr.  Irion  served as Chief  Financial  Officer of
Markvision Holdings,  Inc., a computer distribution company.  Prior to 1994, Mr.
Irion was employed by Deloitte & Touche LLP, a public accounting firm.

     Peter G.  Gladis  joined the  Company in 1995 after 20 years of  employment
with Hertz  Corporation,  most  recently,  as Regional Vice President of western
region  operations.  Mr. Gladis is the Senior Vice President of Neff Rental. Mr.
Gladis has over 25 years of experience in the equipment rental industry.

     All officers serve at the discretion of the Board of Directors.  Jorge Mas,
Juan  Carlos  Mas and Jose Ramon  Mas,  all of whom are  members of the Board of
Directors,  are  brothers.  There are no other  family  relationships  among the
directors or executive officers of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

     The directors  and  executive  officers of the Company are required to file
reports of initial  ownership  and changes of  ownership of Class A Common Stock
with the  Securities  and  Exchange  Commission  and  with  the New  York  Stock
Exchange.  To the Company's best knowledge,  based solely on review of copies of
such reports furnished to the Company and written  representations that no other
reports were  required,  the required  filings of all  directors  and  executive
officers  were  filed  timely,  with  the  exception  of  the  Form  3  for  Mr.
Markbreiter, which was filed late, and the Form 3 for Mr. Irion, which was filed
late.
                                      -3-
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

     The following table sets forth  information  regarding the compensation for
services in all  capacities  to the Company and its  subsidiaries,  of the Chief
Executive Officer and each of the other two most highly paid executive  officers
whose total  compensation  for 1999 exceeded  $100,000 and two former  executive
officers who would have been named  officers but for the fact that they were not
serving as  executive  officers  of the Company on  December  31, 1999  ("named
executive officers").

<TABLE>
<CAPTION>


                                                      Summary Compensation Table
<S>                                    <C>          <C>         <C>             <C>
                                                                                Securities
                                                                                Underlying
   Name and Principal Position         Year         Salary        Bonus        Options/SARs

Kevin P. Fitzgerald                    1999        $250,000      $250,000           --
President and Chief Executive          1998        250,000       300,000        407,220(1)
Officer                                1997        246,000       150,000            --


Peter G. Gladis                        1999        $225,000      $75,000            --
Senior Vice President, Neff            1998        185,000        75,000          60,000
Rental, Inc.                           1997        150,000        75,000            --


Mark H. Irion(2)                       1999        $110,000      $50,000            --
Chief Financial Officer                1998        $25,600        $5,000          5,000


Bonnie S. Biumi(3)                     1999        $86,000          --              --
Chief Financial Officer                1998        $175,000      $60,000          35,000
                                       1997           --            --              --


Robert G. Warren(4)                    1999        $71,150          --              --
Senior Vice President, Neff            1998        160,000       $50,000          45,000
Machinery, Inc.                        1997        155,000       $25,000            --


</TABLE>

(1)  In 1995, Mr.  Fitzgerald and the Company  entered into an option  agreement
     granting him an option to purchase  shares of Common Stock  representing 3%
     of the issued and outstanding  Common Stock of the Company for an aggregate
     purchase price of  approximately  $1.6 million.  Upon  consummation  of the
     Company's initial public offering in May 1998, the number of shares subject
     to this option was increased by 207,220  shares in order to maintain his 3%
     ownership  interest in the Company.  No further  options will be granted to
     Mr.  Fitzgerald  pursuant to the 1995 option  agreement.  Also in 1998, Mr.
     Fitzgerald  received  options to purchase  200,000  shares of Common  Stock
     pursuant  to the Neff  Corp.  1998  Incentive  Stock  Plan.  In  1999,  Mr.
     Fitzgerald  transferred  options to purchase 428,610 shares of Common Stock
     to his ex-wife.
(2)  Mr. Irion  commenced work as the chief  financial  officer of the Company's
     wholly-owned  subsidiary,  Neff Rental, Inc. in September 1998 at an annual
     salary of $92,000.  He became the Company's chief financial  officer in May
     1999.
(3)  Ms. Biumi  commenced  work for the Company on December 29, 1997.  Ms. Biumi
     resigned from the Company in May 1999.
(4)  Mr.  Warren  resigned  from the Company in April  1999.  In addition to the
     amounts shown in the table,  in April 1999 Mr. Warren  received a severance
     payment of $185,000 upon his  resignation in accordance with the terms of a
     Severance  Agreement  between  himself and the  Company.  The terms of this
     Severance   Agreement  are  described  below  in  "Employment   Agreements;
     Change-in-Control Arrangements."

                                      -4-
<PAGE>

Stock Option Grants and Exercises

     No stock options were granted to the named  executive  officers in 1999 and
none of the named  executive  officers  exercised any options in 1999. No awards
under the Company's  long-term  incentive  plan,  the Phantom Stock Option Plan,
were granted to the named executive officers in 1999.

     The following table provides information related to the number and value of
options held by the named executive  officers at the end of 1999. The last sales
price of Class A Common  Stock as  reported  by the New York Stock  Exchange  on
December 31, 1999 was $6.375.


<TABLE>
<CAPTION>
                                                     Fiscal Year End Option Values

                                        Number of Securities Underlying      Value of Unexercised
                                       Unexercised Options at Fiscal Year  "In-the-Money" Options at
                                                      End                     Fiscal Year End(1)
                                      ---------------------------------- --------------------------------

<S>                                      <C>            <C>               <C>            <C>
                 Name                    Exercisable    Unexercisable     Exercisable    Unexercisable

Kevin P. Fitzgerald, President and
Chief Executive Officer                     395,276          33,334        $1,296,168         $6,167

Peter G. Gladis, Senior Vice
President, Neff Rental, Inc.                19,999           40,001          $3,083           $6,167

Mark H. Irion
Chief Financial Officer                      1,666           3,334            $123             $247

Bonnie S. Biumi
Chief Financial Officer                       --               --              --               --

Robert G. Warren, Senior Vice
President, Neff Machinery, Inc.             84,650             --           $37,499             --

</TABLE>

     (1)  Options are  "in-the-money"  at the fiscal year end if the fair market
value of the  underlying  securities on such date exceeds the exercise  price of
the option.
                                      -5-
<PAGE>

Director Compensation

     Stock Option Awards

     In 1998,  Messrs.  Citron and Laffer each received  one-time  grants of (1)
options to purchase an aggregate of 70,000  shares of Class A Common Stock at an
exercise  price equal to the fair market value (as defined in the Compan's 1998
Incentive  Stock Plan (the "1998 Plan")) of the Class A Common Stock on the date
of grant,  and (2) a grant of options to purchase 5,000 shares of Class A Common
Stock at an  exercise  price of $14.00 per share,  the initial  public  offering
price.  A portion of these options vest in equal  installments  over a five year
period,  the remainder vest in equal  installments  over a two year period.  The
options  have a ten year  term,  unless  (a) the  Director  leaves  the Board of
Directors for any reason other than  disability,  death or cause,  in which case
the  director  will have three  months  after  termination  to  exercise  vested
options, (b) the Director is dismissed from the Board of Directors for cause, in
which  case  all  options  terminate  immediately,  (c) the  Director's  service
terminates by reason of disability  or  resignation,  in which case the Director
will have one year  after  termination  to  exercise  vested  options or (d) the
Director  dies,  in  which  case the  Director's  estate  will  have one year to
exercise vested options.

     Compensation for Service on the Special Committee

     In March 2000, the Board of Directors appointed a new independent member to
the Board and formed a special  committee to evaluate a merger proposal received
by the Board of  Directors  on February  28, 2000 from Neff  Investors,  Inc., a
newly formed corporation in which General Electric Capital Corporation and Kevin
Fitzgerald will be stockholders,  and any other business  combination  proposals
the  Company  receives.  Neff  Investors,  Inc.,  the  entity  making the merger
proposal,  included a member of the  Company's  management.  In April 2000,  the
Board of Directors  appointed  another  independent  member to the Board and the
special  committee.  The members of the special  committee  are Messrs.  Laffer,
Markbreiter  and Dean. In 2000,  Messrs.  Markbreiter and Dean will each receive
payments of $25,000 as compensation for serving on the special committee.

     On April 14,  2000,  the Board of  Directors  received  a letter  from Neff
Investors  in which  Neff  Investors  proposed  to  acquire  the  Company on the
following  terms:  (1) Neff  Investors  will  purchase  30% of the shares of the
Company now held by Jorge Mas,  Juan Carlos Mas and Jose Mas  (collectively  the
"Mas  Shareholders")  for $9.00 per share in cash, and the balance of the shares
held by the Mas Shareholders would be converted to a new Class C Common Stock of
the surviving corporation after the merger, and (2) Neff Investors will purchase
all other  publicly  held  shares of the  Company  for $9.00 per  share.  Shares
beneficially  held by Kevin Fitzgerald and General Electric Capital  Corporation
will be exchanged for shares of the  surviving  corporation  in the merger.  The
special committee and its legal and financial advisers are engaged in a dialogue
with  Neff  Investors  with  respect  to  the  merger  proposal.   Any  business
combination  transaction  involving the Company would be subject to approvals by
the special  committee and the Board of  Directors,  shareholder  approval,  the
negotiation  and execution of mutually  satisfactory  definitive  agreements and
other customary conditions. The Company can not assure its stockholders that any
agreements relating to the proposal will be reached or that any transaction will
be consummated.
                                      -6-
<PAGE>

Employment Agreements; Change in Control Arrangements

     Employment Agreements with Messrs. Gladis and Irion

     The Company has entered into  Employment  Agreements  with Peter G. Gladis,
the Senior Vice President of Neff Rental, Inc., a wholly-owned subsidiary of the
Company in 1998, and Mark Irion,  the Chief Financial  Officer of the Company in
1999.

     Mr.  Gladis'  employment  agreement  has an initial term of three years and
will be  automatically  extended  for  one  year  periods  unless  either  party
terminates  the  agreement  on  six  months  advance  notice.  In the  event  of
termination of Mr.  Gladis'  employment due to his Disability (as defined in the
agreement) or death,  the Company will pay Mr. Gladis or his estate as severance
pay  each  month  for  the two  (2)  years  immediately  following  the  date of
termination,  the amount necessary to make up the difference  between the amount
of payments the executive  will receive  during that month under the  disability
insurance policies maintained by the Company and Mr. Gladis' base monthly salary
on the date of  termination.  In the event the Company  terminates  Mr.  Gladis'
employment  other  than  for  Cause  (as  defined  in the  agreement),  death or
Disability or he terminates  his  employment  for Good Reason (as defined in the
agreement)  or under  certain  circumstances  following  a Change in Control (as
defined in the  agreement),  then (a)the Company must pay Mr. Gladis a lump sum
amount equal to three times the sum of his base salary and bonus; (b) Mr. Gladis
is entitled,  for a period of three years,  to  continuation  of coverage at the
Company's expense of his life insurance, disability, medical and dental benefits
and (c) all  restrictions on any  outstanding  awards granted to Mr. Gladis will
lapse and be immediately  vested.  Mr. Gladis is prohibited  from competing with
the  Company  during  the  term of the  agreement  and for one  year  after  his
employment with the Company terminates for any reason.

     Mr. Irion's  employment  agreement has an initial term of one year and will
be  automatically  extended for one year periods unless either party  terminates
the agreement on six months advance  notice.  In the event of termination of Mr.
Irion's employment due to his Disability (as defined in the agreement) or death,
the Company will pay Mr. Irion or his estate as severance pay each month for the
eighteen  months  immediately  following  the date of  termination,  the  amount
necessary to make up the difference between the amount of payments the executive
will  receive  during  that  month  under  the  disability   insurance  policies
maintained  by the Company and Mr.  Irion's base  monthly  salary on the date of
termination.  In the event the Company  terminates Mr. Irion's  employment other
than  for  Cause  (as  defined  in the  agreement),  death or  Disability  or he
terminates his employment for Good Reason (as defined in the agreement) or under
certain  circumstances  following  a  Change  in  Control  (as  defined  in  the
agreement),  then (a)the  Company must pay Mr. Irion a lump sum amount equal to
one and  one-half  times the sum of his base salary and bonus;  (b) Mr. Irion is
entitled,  for a period of eighteen  months,  to continuation of coverage at the
Company's expense of his life insurance, disability, medical and dental benefits
and (c) all  restrictions  on any  outstanding  awards granted to Mr. Irion will
lapse and be immediately vested. Mr. Irion is prohibited from competing with the
Company  during the term of the agreement and for one year after his  employment
with the Company terminates for any reason.

     Severance Agreement with Mr. Warren

     The Company entered into a severance agreement with Mr. Robert G. Warren in
April 1999 when he resigned  from his position as Senior Vice  President of Neff
Machinery,  Inc., a  wholly-owned  subsidiary  of the Company  which was sold in
December 1999.

                                      -7-
<PAGE>

     The severance agreement provided that the Company would (a) make a lump sum
payment of $185,000 to Mr. Warren as severance pay and (b) continue  coverage of
Mr.  Warren's life  insurance,  disability,  medical and dental benefits for the
twelve  month  period  following  April 23, 1999 (the  "Termination  Date").  In
accordance with the severance agreement, options granted to Mr. Warren under the
Company's 1998 Plan would remain  exercisable for the six month period following
the  Termination  Date and options  granted to Mr.  Warren  under a stock option
agreement  dated as of June 28,  1996 would  remain  exercisable  for the twelve
month period following the Termination Date. The severance agreement  prohibited
Mr. Warren from  competing  with the Company for the six month period  following
the Termination Date.

     Stock Option Agreement with Mr. Fitzgerald

     The Company has entered into a stock option agreement, dated as of December
1, 1995, with Kevin P. Fitzgerald,  the President and Chief Executive Officer of
the  Company.  This  agreement  was  not  entered  into  pursuant  to one of the
Company's  incentive stock plans.  This option  agreement  provides that, in the
event of a change in control  (as  defined),  within  sixty (60) days after such
change in control, Mr. Fitzgerald will be permitted to surrender his unexercised
options  for  cancellation,  and he  shall  receive  a cash  payment  calculated
pursuant to a formula based on the excess,  if any, of the fair market value, on
the date  preceding  the date of the  surrender,  of the  shares  subject to the
options  surrendered over the aggregate exercise price for such shares. A change
in control is generally  defined in the agreement as (1) the  acquisition by any
person of more than 50% of the voting  securities  of the  Company,  (2) certain
mergers  involving  the  Company  or (3) the  sale of all of the  assets  of the
Company.

     Incentive Stock Plans

     The 1998 Plan and the Company's 1999 Incentive Stock Plan (the "1999 Plan")
permit the Company to provide  that  recipients  of awards  granted  pursuant to
these Plans shall receive  certain  benefits upon the  occurrence of a change in
control.  A change in control is generally defined as (1) the acquisition by any
person of more than 30% of the voting  securities  of the  Company,  (2) certain
mergers  involving  the  Company  or (3) the  sale of all of the  assets  of the
Company.

Report on Executive Compensation

     During the fiscal year ended 1999,  decisions  concerning  compensation  of
executive officers were made by the entire Board of Directors.

     The  Board of  Directors  is  responsible  for  setting  and  administering
executive officer compensation policies and programs.  The Board of Directors is
also  responsible  for determining the recipients and terms of options and other
awards under the 1998 Plan and the 1999 Plan.  The Board of Directors  considers
the recommendations of management when making determinations regarding executive
compensation and awards under these Plans.

     Philosophy

     The  members  of the Board of  Directors  (the  "Board")  believe  that the
Company's  success  is  largely  due to the  efforts of its  employees  and,  in
particular,  the leadership exercised by its executive officers.  Therefore, the
Board believes that it is important to:

     - Adopt compensation programs that stress stock ownership and, thereby, tie
long-term  compensation to increases in stockholder  value as evidenced by price
appreciation in the Class A Common Stock.

                                      -8-
<PAGE>

     - Adopt compensation programs that enhance the Company's ability to attract
and retain qualified executive officers while providing the financial motivation
necessary to achieve continued high levels of performance.

     - Provide a level of compensation  that is competitive  with a select group
of successful national and regional construction  equipment rental companies and
dealerships that the Company believes are comparable to Neff.

     -  Select  compensation   programs  that  emphasize   teamwork,   corporate
efficiency and overall corporate results.

     The members of the Board believe, however, that fixed compensation formulas
may not  adequately  reflect  all  aspects of the  Company's  and an  individual
executive officer's performance. Therefore, the Board has retained a high degree
of flexibility  in  structuring  Neff's  executive  compensation.  This approach
allows the Board  annually to evaluate  subjectively  and reward each  executive
officer's  individual  performance  and  contribution  to the Company's  overall
financial and operational success.

     The components of the Company's executive  compensation  program for fiscal
year  1999  were  (1)  annual  compensation  consisting  of base  salaries,  (2)
performance bonuses and (3) other benefits. Executive compensation is determined
on the  basis  of  total  compensation  rather  than as  separate  free-standing
components.

     Base Salary and Bonus

     The Board reviews each executive  officer's base salary on an annual basis.
In  determining  base  salary  compensation  for  fiscal  year  1999,  the Board
considered financial and operational results of the previous fiscal year and the
contributions  made  by the  executive  officers  to the  achievement  of  those
results, and the compensation packages for executives of comparable position and
responsibility in the industry.  Mr. Fitzgerald assists the other members of the
Board by making  recommendations  concerning  salaries and bonuses to be paid to
executive officers, other than himself.

     To provide additional  incentive to achieve  outstanding  performance,  the
Company  awards  cash  bonuses  to  executive  officers  based  on  the  Board's
subjective  evaluation of corporate and  individual  performance.  The Company's
increasing rate of growth and the competitive  nature of the Company's  business
placed greater demands than ever on the executive  officers in 1999. The bonuses
awarded by the Company for 1999 and the  salaries  determined  for 1999  reflect
this fact, as well as the attainment of certain  performance  goals in 1999 such
as the Company's  continued  revenue and earnings growth and the successful sale
by the Company of its  investment in Sullair  Argentina,  S.A. and its equipment
dealership business.

     Long-Term and Other Incentive Compensation

     The Board  believes  that the  financial  interests of  executive  officers
should be aligned  closely with those of stockholders  through stock  ownership.
Pursuant  to the  Company's  incentive  stock  plans,  the Board may grant stock
options,  stock appreciation and dividend  equivalent rights,  restricted stock,
performance  units and  performance  shares  to  employees,  officers,  employee
directors,  consultants and advisors of the Company. These awards are based upon
an  evaluation  of the  contribution  of eligible  individuals  to the Company's
long-term  performance and the importance of their  responsibilities  within the
Company.

                                      -9-
<PAGE>

     Stock  options  granted  under the 1998 Plan  generally  have a term of ten
years, vest over three years and have an exercise price equal to the fair market
value of the Class A Common  Stock on the grant  date.  Phantom  Shares  granted
under the Phantom Stock Plan generally vest over five years and must be redeemed
by the Company within one year of vesting.

     In March  1999,  the Company  announced  that it was  evaluating  strategic
alternatives to enhance  stockholder  value.  The Board decided not to grant any
options or other  stock-based  awards under the 1998 Plan or the 1999 Plan while
the Company is engaged in this process.

     Chief Executive Officer.  Mr.  Fitzgerald's  compensation  package for 1999
consisted  of base  salary  and a cash  bonus.  In  approving  Mr.  Fitzgerald's
compensation  arrangements,  the Board took into  account  the  Company  and Mr.
Fitzgerald's  accomplishments during 1999, including successfully completing the
acquisition of three equipment  rental  companies and increasing gross profit to
35.5% of total revenues for the year ended  December 31, 1999. In addition,  the
Board also considered the overall compensation packages of other chief executive
officers  of  companies  in the  construction  equipment  rental and  dealership
industries.

     Deductibility of Executive Compensation in Excess of $1.0 Million.  Section
162(m) of the Internal Revenue Code of 1986 generally disallows a federal income
tax deduction to any publicly held corporation for  compensation  paid in excess
of $1 million in any taxable year to a named executive  officer.  Exceptions are
made for qualified performance-based compensation, among other things. The Board
intends  generally  to  structure  its  executive  awards  under  the  Company's
incentive  stock  plans to take  advantage  of this  Section  162(m)  exception.
However,  the Board does not believe that it is necessarily in the best interest
of the Company and its stockholders  that all compensation meet the requirements
of Section  162(m) for  deductibility  and the  Committee may determine to award
non-deductible  compensation  in such  circumstances  as it  deems  appropriate.
Moreover, in light of the ambiguities and uncertainties under Section 162(m), no
assurance can be given that compensation  intended by the Company to satisfy the
requirements for deductibility under Section 162(m) does in fact do so.

                                                           Jorge Mas
                                                           Jose Ramon Mas
                                                           Juan Carlos Mas
                                                           Kevin P. Fitzgerald
                                                           Arthur B. Laffer
                                                           Joel-Tomas Citron
                                                           Michael Markbreiter
                                                           Paul E. Dean

                                      -10-
<PAGE>

Performance Graph

     The following  stock price  performance  chart  compares  cumulative  total
stockholder  return,  assuming  reinvestment  of dividends,  for (1) the Class A
Common Stock,  (2) Standard & Poor's 500 Stock Index and (3) a Competitor  Group
Index, for the period indicated. The chart assumes that $100 was invested on May
22, 1998,  the date Neff began  trading on the New York Stock  Exchange,  at the
initial public offering price of $14.00 per share.  Past stock price performance
is not necessarily indicative of future results.


[OBJECT OMITTED]


<TABLE>
<CAPTION>

<S>                                   <C>           <C>                         <C>
Measurement Period
(Fiscal Year Covered)                 Neff          Standard & Poor's 500       Competitor Group Index(1)

May 22, 1998......................    $100.00       $100.00                     $100.00
December 31, 1998.................    $44.64        $111.71                     $92.97
December 31, 1999.................    $45.53        $135.21                     $53.10

</TABLE>
__________________
     (1) In accordance with the SEC's rules, the Company has elected to select a
group of peer  companies  on an  industry  basis for  comparison  purposes.  The
Competitor Group includes three participants: National Equipment Services, Inc.,
Nationsrent,  Inc.  and United  Rentals,  Inc.  Total return  calculations  were
weighted according to the respective company's market capitalization.

                                  -11-
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of April 18, 2000, information regarding
the  beneficial  ownership  of Class A Common  Stock and Class B Special  Common
Stock by (1) each  person  whom Neff knows  beneficially  owns 5% or more of any
class of Neff's voting  securities;  (2) each director,  Neff's Chief  Executive
Officer and each of Neff's two other most highly compensated  executive officers
and (3) all  directors  and  executive  officers  as a group.  Unless  otherwise
indicated,  (1) each such  stockholder has sole voting and investment power with
respect to the shares  beneficially  owned by such  stockholder  and (2) has the
same address as Neff.

<TABLE>
<CAPTION>

<S>                        <C>                    <C>          <C>                   <C>
                           Number of Shares of    Percent of   Number of Shares of   Percent of Class
Nameof Beneficiary Owner     Class A Common      Class Owned     Class B Special           Owned
                                Stock(1)                         Common Stock(1)
Jorge Mas                    3,802,744(2)(3)        18.0%               --                  --
Juan Carlos Mas              2,381,303(2)(4)         11.3               --                  --
Jose Ramon Mas               2,381,303(2)(5)         11.3               --                  --
General Electric
Capital Corporation           5,100,000(6)           24.1          5,100,000(6)            100%
Santos Fund I, L.P.            900,000(7)            4.3                --                  --
Kevin P. Fitzgerald            403,276(2)            1.9                --                  --
Peter A. Gladis                  29,554               *                 --                  --
Mark H. Irion                     1,666               *
Arthur B. Laffer                  2,000               *
Joel-Tomas Citron                 4,000               *
Michael Markbreiter                --                 *
Paul E. Dean                       --                 *
All     directors    and
executive  officers as a
group (10 persons)            9,005,846(2)          42.5%

</TABLE>

* Less than 1 percent.
(1)  A person  is deemed as of any date to have  "beneficial  ownership"  of any
     security that such person has a right to acquire  within 60 days after such
     date.  Shares each identified  person has a right to acquire within 60 days
     of the date of the table set forth  above are deemed to be  outstanding  in
     calculating  the  percentage  ownership  of such  stockholder,  but are not
     deemed to be outstanding when  calculating the percentage  ownership of any
     other person.
(2)  Excludes shares beneficially owned through Santos Fund I, L.P. ("Santos").
(3)  Includes  shares   beneficially  owned  by  Jorge  Mas  Holding  I  Limited
     Partnership.
(4)  Includes  shares  beneficially  owned by Juan  Carlos Mas Holding I Limited
     Partnership.
(5)  Includes  shares  beneficially  owned by Jose  Ramon Mas  Holding I Limited
     Partnership.
(6)  Includes  shares owned by GECFS,  Inc.,  an  affiliate of General  Electric
     Capital  Corporation  ("GE  Capital").  All of these shares are convertible
     into Class A Common Stock.  GE Capital's and GECFS,  Inc.'s  address is 777
     Long Ridge Road, Building B, First Floor, Stamford, CT, 06927.
(7)  Santos is beneficially  owned by Jorge Mas, Juan Carlos Mas, Jose Ramon Mas
     and Kevin P. Fitzgerald.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     MasTec,  Inc.,  an  affiliate  of the  Company  controlled  by  four of the
Company's  Directors,  Jorge Mas, Juan Carlos Mas, Jose Ramon Mas and Joel-Tomas
Citron,  purchased and leased  construction  equipment from the Company in 1999.
Revenues from MasTec,  Inc. during 1999 were  $4,589,559.  The Company  believes
that these  payments  were  equivalent to the payments that would have been made
between unrelated parties acting at arm's length.

                                      -12-
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

                                                         NEFF CORP.

Date: April 28, 2000                                     /s/ Mark H. Irion
                                                         -----------------------
                                                         Mark H. Irion
                                                         Chief Financial Officer

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>



               SIGNATURE                                 TITLE                        DATE
<S>                                      <C>                                    <C>
/s/ Kevin P. Fitzgerald                  President,  Chief Executive  Officer,  April 28, 2000
-----------------------                  Director
Kevin P. Fitzgerald

/s/ Mark H. Irion                        Chief Financial Officer                April 28, 2000
-----------------------
Mark H. Irion

/s/ Jorge Mas                            Director                               April 28, 2000
-----------------------
Jorge Mas

/s/ Juan Carlos Mas                      Director                               April 28, 2000
-----------------------
Juan Carlos Mas

/s/ Jose Ramon Mas                       Director                               April 28, 2000
-----------------------
Jose Ramon Mas

/s/ Joel-Tomas Citron                    Director                               April 28, 2000
-----------------------
Joel-Tomas Citron

/s/ Arthur B. Laffer                     Director                               April 28, 2000
-----------------------
Arthur B. Laffer

/s/ Michael Markbreiter                  Director                               April 28, 2000
-----------------------
Michael Markbreiter

/s/ Paul E. Dean                         Director                               April 28, 2000
-----------------------
Paul E. Dean

</TABLE>
                                      -13-