Exhibit
10.1e  Execution
Copy  AMENDMENT NO. 5  This AMENDMENT No. 5 dated as of January 13, 2005 (Amendment
No. 5), is
entered into by and among H&E EQUIPMENT SERVICES L.L.C., a Louisiana
limited liability company (H&E), GREAT NORTHERN EQUIPMENT, INC., a
Montana corporation (Great Northern and together with H&E,
individually a Borrower and jointly, severally and collectively, the Borrowers),
H&E HOLDINGS, L.L.C., a Delaware limited liability company, GNE
INVESTMENTS, INC., a Washington corporation and H&E FINANCE CORP.,a Delaware corporation, the persons designated as Lenders
on the signature pages hereto, and GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation, as Agent.  WHEREAS,Borrowers, the other Credit Parties, the Lenders (as defined
therein) and Agent are party to theCredit Agreement dated as of June 17, 2002 (including all
annexes, exhibits and schedules thereto, and as amended by Amendment No. 1
dated as of March 31, 2003, Amendment No. 2 dated as of May 14, 2003, Amendment
No. 3 dated as of February 10, 2004, and Amendment No. 4 dated as of October
26, 2004, and as further amended, restated, supplemented or otherwise modified
and in effect from time to time, Original Credit Agreement; all capitalized
terms defined in the Original Credit Agreement and not otherwise defined herein
have the meanings assigned to them in the Original Credit Agreement or in Annex
A thereto); and  WHEREAS,Borrowers and Requisite Lenders,
subject to Section 3 hereof, wish to amend the Original Credit Agreement
in the manner set forth below.  NOW, THEREFORE, in consideration of the premises and
the agreements, provisions and covenants herein contained, Borrowers, Credit
Parties, Requisite Lenders and Agent agree as follows:  SECTION 1.AMENDMENTS
TO ORIGINAL CREDIT AGREEMENT  Subject to the satisfaction of the conditions to
effectiveness referred to in Section 2 hereof, Annex G of the
Original Credit Agreement is hereby amended by replacing the number $5,000,000
in paragraph (f) thereof with $8,500,000.  SECTION 2.CONDITIONS TOEFFECTIVENESS  ThisAmendment No. 5 shall become effective on the
date, which must be prior to January 20, 2005 (the Effective Date) on
which the following conditions shall have been satisfied:  (a)Agent shall have received one or more counterparts of this Amendment No.
5 executed and delivered by Borrowers, the other Credit Parties, Agent and
Requisite Lenders; and  (b)there shall be no continuing Default or Event of Default (after
giving effect to the amendments contemplated by this Amendment No. 5), and the
representations and warranties of the Borrowers contained in this Amendment No.
5 shall be true and correct in all material respects.


SECTION 3.LIMITATION ON SCOPE  Except as expressly amended hereby, all of the representations,
warranties, terms, covenants and conditions of the Loan Documents shall remain
in full force and effect in accordance with their respective terms. The
amendments set forth herein shall be limited precisely as provided for herein
and shall not be deemed to be waivers of, amendments of, consents to or
modifications of any term or provision of the Loan Documents or any other
document or instrument referred to therein or of any transaction or further or
future action on the part of Borrowers or any other Credit Party requiring the
consent of Agent or Lenders except to the extent specifically provided for
herein. Agent and Lenders have not and shall not be deemed to have waived any
of their respective rights and remedies against Borrowers or any other Credit
Party for any existing or future Defaults or Event of Default.  SECTION 4.MISCELLANEOUS  (a)Borrowers
hereby represent and warrant as follows:  (i)this
Amendment No. 5 has been duly authorized and executed by Borrowers and each
other Credit Party, and the Original Credit Agreement, as amended by this
Amendment No. 5, is the legal, valid and binding obligation of Borrowers and
each other Credit Party that is a party thereto, enforceable in accordance with
its terms, except as such enforceability may be limited by applicable
bankruptcy, moratorium and similar laws affecting the rights of creditors in
general; and  (ii)Borrowers
repeat and restate the representations and warranties of Borrowers contained in
the Original Credit Agreement as of the date of this Amendment No. 5 and as of
the Effective Date, except to the extent such representations and warranties
relate to a specific date.  (b)This
Amendment No. 5 is being delivered in the State of New York.  (c)Borrowers
and the other Credit Parties hereby ratify and confirm the Original Credit
Agreement as amended hereby, and agree that, as amended hereby, the Original
Credit Agreement remains in full force and effect.  (d)Borrowers
and the other Credit Parties agree that all Loan Documents to which each such
Person is a party remain in full force and effect notwithstanding the execution
and delivery of this Amendment No. 5.  (e)This
Amendment No. 5 may be executed by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all of which counterparts together shall constitute but one and the same
instrument.  (f)All references in the Loan Documents to the
Credit Agreement and in the Original Credit Agreement as amended hereby to this
Agreement, hereof, herein or the like shall mean and refer to the Original
Credit Agreement as amended by this Amendment No. 5 (as well as by all
subsequent amendments, restatements, modifications and supplements thereto).  (g)Each of the following provisions of the Original Credit Agreement is
hereby incorporated herein by this reference with the same effect as
though set forth in its  2


entirety herein, mutatis
mutandis, and as if this Agreement in any such provision read this
Amendment No. 5: Section 11.6, (Severability), Section 11.9
(Governing Law), Section 11.10 (Notices), Section 11.11
(Section Titles) Section 11.13 (Waiver of Jury Trial), Section 11.16
(Advice of Counsel) and Section 11.17 (No Strict Construction).  [SIGNATURE
PAGES FOLLOW]  3


WITNESSthe due execution hereof
by the respective duly authorized officers of the undersigned as of the date
first written above.  BORROWERS:H&E EQUIPMENT SERVICES,
  L.L.C.By:Name:Title:GREAT NORTHERN EQUIPMENT, INC.By:Name:Title:CREDIT PARTIES:H&E HOLDINGS, L.L.C.By:Name:Title:GNE INVESTMENTS, INC.By:Name:Title:H&E FINANCE CORP.By:Name:Title:  SIGNATURE PAGE TO
AMENDMENT NO. 5


AGENT AND LENDERS:GENERAL ELECTRIC CAPITALCORPORATION,as Agent and a LenderBy:Name:Title:FLEET CAPITAL CORP.,as a LenderBy:Name:Title:PNC BANK, NATIONAL ASSOCIATION,as a LenderBy:Name:Title:LASALLE BUSINESS CREDIT, LLC,as a LenderBy:Name:Title:


ORIX FINANCIAL SERVICES, INC.,as a LenderBy:Name:Title:GENERAL ELECTRIC VENDOR FINANCIAL SERVICES,as a LenderBy:Name:Title: