Exhibit 10.1d  Execution Copy  AMENDMENT NO.4  This AMENDMENT No. 4 dated as of October 26, 2004 (Amendment No. 4),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 and Amendment No. 3 dated as of February 10,
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,Borrowersand 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, Lenders and Agent agree
as follows:  SECTION 1. AMENDMENTS TO ORIGINAL CREDIT AGREEMENT  Subject to thesatisfactionof the conditions to effectiveness referred to in Section 2 hereof,
the Original Credit Agreement is hereby amended as follows:  (a)The Original Credit Agreement is hereby amended by adding the following
new Section 1.1(a)(iii) immediately
following Section 1.1(a)(ii):  (iii)Notwithstanding the foregoing, without the prior written consent of
Requisite Lenders, Great Northern shall not request any Revolving Credit
Advance or any issuance of a Letter of Credit, and unless Requisite Lenders
shall have given consent in respect of any such request, no Lender shall be
obligated to make any Revolving Credit Advance to Great Northern or advance any
Letter of Credit for the account or at the request of Great Northern.  Nothing contained in this Section 1.1(a)(iii)
shall affect or limit Great Northerns liability in respect of any of its
Obligations or any Obligations of H&E.  (b)Annex F of the Original
Credit Agreement is hereby amended by adding the following new paragraph
immediately following paragraph (h) appearing therein:  Notwithstanding
the foregoing, Great Northern shall have no obligation to deliver the
Collateral Reports identified in this Annex F (other than the Collateral
Reports


identifiedin paragraph (e) of
this Annex F) (i) until such time as Agent shall request, or (ii) Requisite
Lenders shall have given their prior written consent to any Revolving Credit
Advance or issuance of any Letter of Credit pursuant to Section 1.1(a)(iii).  SECTION 2. CONDITIONS
TOEFFECTIVENESS  ThisAmendmentNo. 4 shall become
effective on November 1, 2004 (the Effective Date) in the event
that on or prior to such date:  (a)Agent shall have received one or more counterparts of this Amendment No.
4 executed and delivered by Borrowers, the other Credit Parties, Agent and the Lenders;
and  (b)thereshall be no continuing Default or Event of Default(after giving effect to
the amendments contemplated by this Amendment No. 4 and the representations and
warranties of the Borrowers contained in this Amendment No. 4 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. 4
has been duly authorized and executed by Borrowers and each other Credit Party,
and the Original Credit Agreement, as amended by this Amendment No. 4, 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. 4 and as of the
Effective Date, except to the extent such representations and warranties relate
to a specific date.  (b)This Amendment No. 4 is
being delivered in the State of New York.  2


(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. 4.  (e)This Amendment No. 4
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. 4 (as well as by all subsequent amendments, restatements, modifications and
supplements thereto).  (g)Each of the following provisions of the Credit Agreement is hereby
incorporated herein by this referencewith the same effect as though set forth in its
entirety herein, mutatis mutandis, and as if this Agreement in any such
provision read this Amendment No. 4: 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. 4


AGENT AND LENDERS:GENERAL ELECTRIC CAPITAL
  CORPORATION,as
  Agent and a LenderBy:  ___________________________Name:Title:BANK OF AMERICA, N.A.,as a
  LenderBy:  ___________________________Name:Title:PNC BANK, NATIONAL ASSOCIATION,as a
  LenderBy:  ___________________________Name:Title:LASALLE BUSINESS CREDIT, LLC,as a
  LenderBy:  ___________________________Name:Title:  SIGNATURE
PAGE TO AMENDMENT NO. 4


ORIX FINANCIAL SERVICES, INC.,as a
  LenderBy:  ___________________________Name:Title:  SIGNATURE
PAGE TO AMENDMENT NO. 4