FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Flannery Matthew John   2. Issuer Name and Ticker or Trading Symbol UNITED RENTALS INC /DE [URI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP- Operations and Sales (Last) (First) (Middle) C/O UNITED RENTALS, INC., FIVE GREENWICH OFFICE PARK 3. Date of Earliest Transaction (Month/Day/Year) 02/16/2012 (Street) GREENWICH, CT 06831 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/16/2012   A   6,364 (1) A $ 0 57,157 D   Common Stock 02/16/2012   A   4,052 (2) A $ 41.25 61,209 D   Common Stock 02/16/2012   F   1,451 (3) D $ 41.25 59,758 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option - Right to Buy

$ 41.25

02/16/2012

A

9,602

(4)

02/16/2022

Common Stock

9,602

$ 0

9,602

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Flannery Matthew John C/O UNITED RENTALS, INC. FIVE GREENWICH OFFICE PARK GREENWICH, CT 06831			EVP- Operations and Sales

Signatures

/s/ Matthew J. Flannery		02/21/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These shares comprise an award of restricted stock units granted to the reporting person. Subject to acceleration in certain circumstances, one-third of the units are scheduled to vest on each of February 16, 2013, February 16, 2014 and February 16, 2015. Units are settled with shares of common stock on a one-for-one basis upon vesting.
(2)	Represents shares delivered upon vesting of performance-based restricted stock units. Units are settled with shares of common stock on a one-for-one basis.
(3)	Securities disposed of represent shares surrendered for tax purposes in connection with the vesting and settlement of performance-based restricted stock units.
(4)	The option is exercisable in three installments. 3,201 of the option shares become exercisable on each of February 16, 2013 and February 16, 2015 and 3,200 of the option shares become exercisable on February 16, 2014.

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