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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2008
 -OR-
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File No.
    
    333-144625-01333-144625
 RSC Holdings III, LLC
  RSC Equipment Rental, Inc.
  Delaware
    
    41-2218971Arizona
    
    86-0933835(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)6929 E. Greenway PkwyScottsdale, Arizona
    
    85254(Address of principal executive offices)
    
    (zip code)
 Registrants telephone number, including area code:
(480) 905-3300
 Securities registered pursuant to Section 12(b) of the Act:  Securities registered pursuant to Section 12(g) of the Act:
 The Registrants meet the conditions set forth in General Instructions I (1)(a) and (b) of Form 10-K
and are therefore filing this Form with the reduced disclosure format as permitted.
 YES o NO þ
 YES o NO þ
 YES o NO þ
 þ
  Large accelerated filer o
    
    Accelerated filer oNon accelerated filer þ
(Do not check if smaller
reporting company)
    
    Smaller reporting company o
 YES o NO þ
  Documents Incorporated by Reference:
 Explanatory Note




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TABLE OF CONTENTS
 Item 9A(T). Controls and Procedures
    
    
    1Exhibit 31.1Exhibit 31.2




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Item 9A(T). Controls and Procedures.
  Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  Managements Report on Internal Control Over Financial Reporting
    Internal Control  Integrated Framework
   1




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SIGNATURES
  RSC Holdings III, LLCRSC Equipment Rental, Inc.By:
    /s/  Erik OlssonName:
    Erik OlssonTitle:
    Chief Executive Officer and President  Signature
    
    Title
    
    Date/s/ Erik Olsson

Erik Olsson
    
    Chief Executive Officer,
President and Director*
(Principal Executive Officer)
    
    June 24, 2009/s/ David Mathieson

David Mathieson
    
    Chief Financial Officer
(Principal Financial and Principal
Accounting Officer)
    
    June 24, 2009+

Denis Nayden
    
    Chairman of the Board, Director*
    
    June 24, 2009+

Timothy Collins
    
    Director*
    
    June 24, 2009+

Edward Dardani
    
    Director*
    
    June 24, 2009+

Douglas Kaden
    
    Director*
    
    June 24, 2009+

Pierre Leroy
    
    Director*
    
    June 24, 2009+

Christopher Minnetian
    
    Director*
    
    June 24, 2009+

John R. Monsky
    
    Director*
    
    June 24, 2009+

James Ozanne
    
    Director*
    
    June 24, 2009+

Donald C. Roof
    
    Director*
    
    June 24, 2009+

Scott Spielvogel
    
    Director*
    
    June 24, 2009+

Donald Wagner
    
    Director*
    
    June 24, 2009+ By       /s/ Erik Olsson

Erik OlssonAttorney-in-Fact
    
    
    
    June 24, 2009
 *
    
    Member of the Board of Directors of RSC Holdings Inc. and RSC
Equipment Rental, Inc. RSC Holdings III, LLC is an indirect,
wholly-owned subsidiary of RSC Holdings Inc. and the board functions
of RSC Holdings III, LLC are performed by RSC Holdings Inc.  2




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RSC HOLDINGS III, LLC
RSC EQUIPMENT RENTAL, INC.
 ANNUAL REPORT ON 10-K/A
 AMENDMENT No. 1
 EXHIBIT INDEX
 Exhibit No.
    
    Description of Exhibit31.1*
    
    Certification of Chief Executive Officer as required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended31.2*
    
    Certification of Chief Financial Officer as required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended
 
 *
    
    Filed Herewith  3