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                                                                    EXHIBIT 10.2


            AMENDMENT NO. 1 TO PRIVATE PLACEMENT PURCHASE AGREEMENT
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Mr.
United Rentals, Inc.
Four Greenwich Office park
Greenwich, Connecticut 06830

Re: Private Placement Purchase Agreement dated October __, 1997 (the
"Agreement") between ________ and United Rentals, Inc.

Dear Mr. ____:

1.  For good and valuable consideration, the parties hereto hereby agree as
follows:


     (a)  Section 2(d) of the Agreement is hereby amended to read as follows:


          (d) The purchase price for each share of common stock subject to a
          Call shall be payable in cash at the Closing (as hereinafter defined)
          and shall be equal to $9.125 and the purchase price of each Warrant
          subject to a Call shall be payable in cash at the Closing and shall be
          equal to $0.625, plus in each case a return thereon accruing at the
          rate of 4% per annum from the date hereof until the Closing therefor.

     (b)  Section 3(d) of the Agreement is hereby amended to read as follows:

          (d) (i) Subscriber agrees that until the fifth anniversary of the date
          of this Agreement (or, if later, until the second  anniversary of any
          consummation of a public offering by the Company), Subscriber shall
          not without the Company's prior written consent (which may be withheld
          or delayed at its discretion, and which may be offered to some
          shareholders and not to other shareholders) make any sale or other
          disposition of any Units, warrants or common stock except as required
          under Section 3(a). The foregoing shall not restrict (A) charitable
          gifts which do not for any year after the date of this Agreement
          exceed 10% of the number of Units initially purchased by Subscriber
          hereunder, and (B) the pledge to a bank or institutional lender (the
          "pledgee") of up to an aggregate of _____ shares of common stock to
          secure lines of credit or loans extended to Subscriber. The aforesaid
          ______ amount shall be appropriately adjusted to reflect stock splits,
          combinations of shares and the like. Pledges pursuant to the above
          shall be subject to a Call until expiration of the Call as provided in
          Section (ii) below.

          (ii) During the effectiveness of registration number 333-41419 (or any
          other registration statement with respect to the sale of the pledged
          shares) and after foreclosure by the pledgee on the pledged shares,
          the Company shall upon request of the pledgee file a prospectus
          supplement which names the pledgee as a selling shareholder with
          respect to the pledged shares. The Company shall upon request of the
          pledgee deliver to the pledgee a copy of the prospectus supplement and
          of the prospectus to which it relates. Upon sale by the pledgee of the
          pledged shares pursuant to the effective registration statement as so
          supplemented, which sale is preceded by not less than 10 days' and not
          more than 20 days' prior written notice to the Company and which sale
          is accompanied by delivery by the pledgee to the buyer of the
          aforesaid prospectus and prospectus supplement, the Company will
          remove all restrictive legends on the pledged shares and the Call
          shall automatically expire unless exercised theretofore. The pledgee
          shall be a third party beneficiary of the provisions of this Section
          (ii).


     2.   Except as amended hereby, the Agreement is in all respects ratified
          and confirmed. This letter may not be changed or terminated orally,
          and in any case shall not be amended or terminated or 

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          changed without the written consent of the pledgee, which is initially
          expected to be _______.


Dated: ________________________

UNITED RENTALS, INC.

BY_______________________



__________________________


Confirmed :

___________________________
Bradley Jacobs

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