SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
United Rentals, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
911363109
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(CUSIP Number)
Bruce R. Berkowitz
c/o Fairholme Capital Management, L.L.C.
4400 Biscayne Boulevard, 9th Floor
Miami, FL 33137
(305) 358-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 17, 2008
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D Amendment, and
is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [x].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 911363109
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fairholme Capital Management, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
10,655,608
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
10,655,608
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,655,608
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.8%
14. TYPE OF REPORTING PERSON
IA
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bruce R. Berkowitz
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
182,730
8. SHARED VOTING POWER
10,655,608
9. SOLE DISPOSITIVE POWER
182,730
10. SHARED DISPOSITIVE POWER
10,655,608
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,838,338
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%
14. TYPE OF REPORTING PERSON
IN, HC
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fairholme Funds, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
8,291,818
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
8,291,818
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,291,818
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14. TYPE OF REPORTING PERSON
IC
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CUSIP No. 911363109
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Item 1. Security and Issuer.
The name of the issuer is United Rentals, Inc. (the "Issuer"). The address
of the Issuer's offices is Five Greenwich Office Park, Greenwich, Connecticut
06831. This Schedule 13D Amendment relates to the Issuer's Common Stock, $.01
par value (the "Shares").
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Item 2. Identity and Background.
(a-c, f) This Schedule 13D Amendment is being filed jointly by Fairholme
Capital Management, L.L.C., a Delaware limited liability company ("Fairholme"),
Fairholme Funds, Inc. (the "Fund"), a Maryland corporation and Bruce R.
Berkowitz, a United States citizen (collectively with Fairholme and the Fund,
the "Reporting Persons").
The principal business address of the Reporting Persons is 4400 Biscayne
Boulevard, 9th Floor, Miami, FL 33137.
Bruce R. Berkowitz is the managing member of Fairholme, an investment
management firm that serves as the general partner, managing member and
investment adviser to several investment funds, both public and private (the
"Fairholme Funds").
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or state securities laws or finding any
violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
The funds for the purchase of the Shares came from the working capital of
the Fairholme Funds over which Bruce Berkowitz, through his role at Fairholme,
exercises investment discretion.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes (including certain leverage
arrangements) in the Fairholme Funds' ordinary course of business.
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Item 4. Purpose of Transaction.
The shares of Common Stock were acquired by the Reporting Persons in the
course of their business of making portfolio investments as part of their
proprietary trading strategy. The Reporting Persons intend to monitor their
investments in accordance with market and general economic conditions, as well
as the Issuer's operating results, financial condition and conditions in the
Issuer's industry. Except as set forth herein, the Reporting Persons have no
present plans or proposals that relate to, or that would result in, any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However,
the Reporting Persons reserve the right, at any time in the future and from time
to time, to consider various courses of action that relate to or that would
result in any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D. As part of monitoring their investments, the Reporting Persons may
also, from time to time, seek to meet with and engage in discussions with the
Issuer's management and directors as well as with other holders of Common Stock.
On October 20, 2008, in response to the Issuer's announced second amendment of
it stockholders rights plan, Fairholme Capital Management, on behalf of itself
and the other Reporting Persons, sent a letter to the Issuer, the complete text
of which is incorporated by reference herewith.
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Item 5. Interest in Securities of the Issuer.
(a-e) As of the date hereof, Fairholme may be deemed to be the beneficial
owner of 10,655,608 Shares (17.8%) of the Issuer, the Fund may be deemed to be
the beneficial owner of 8,291,818 Shares (13.8%) of the Issuer and Bruce R.
Berkowitz may be deemed to be the beneficial owner of 10,838,338 Shares (18.1%)
of the Issuer, based upon the 59,892,976 Shares outstanding as of October 24,
2008, according to the Issuer.
Fairholme has the sole power to vote or direct the vote of 0 Shares,
Fairholme Funds, Inc. has the sole power to vote or direct the vote of 0 Shares
and Bruce R. Berkowitz has the sole power to vote or direct the vote of 182,730
Shares to which this filing relates. Fairholme has the shared power to vote or
direct the vote of 10,655,608 Shares, Fairholme Funds, Inc. has the shared power
to vote or direct the vote of 8,291,818 Shares and Bruce R. Berkowitz has the
shared power to vote or direct the vote of 10,655,608 Shares to which this
filing relates.
Fairholme has the sole power to dispose or direct the disposition of 0
Shares, Fairholme Funds, Inc. has the sole power to dispose or direct the
disposition of 0 Shares and Bruce R. Berkowitz has the sole power to dispose or
direct the disposition of 182,730 Shares to which this filing relates. Fairholme
has the shared power to dispose or direct the disposition of 10,655,608 Shares,
Fairholme Funds, Inc. has the shared power to dispose or direct the disposition
of 8,291,818 Shares and Bruce R. Berkowitz has the shared power to dispose or
direct the disposition of 10,655,608 Shares to which this filing relates.
The trading dates, number of Shares purchased and the price per share for
all transactions in the Shares during the period following the filing of the 13D
on October 20, 2008 by the Reporting Persons are set forth in Exhibit B and were
effected in the open market, except as otherwise noted.
The Reporting Persons specifically disclaim beneficial ownership in the
Shares reported herein except to the extent of their pecuniary interest therein.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement, understanding
or relationship with any person with respect to the Shares.
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Item 7. Material to be Filed as Exhibits.
Exhibit A An agreement relating to the filing of a joint statement as
required by Rule 13d-1(k) under the Securities Exchange Act of
1934 is filed herewith as Exhibit A.
Exhibit B A description of the transactions in the Shares that were
effected by the Reporting Persons during the period following the
filing of the 13D on October 20, 2008 is filed herewith as
Exhibit B.
Exhibit C A letter to the Issuer written in response to the Issuer's
announced second amendment of it stockholders rights plan filed
with the Securities Exchange Commission on Schedule 13D by the
Reporting Persons on October 20, 2008 (incorporated by
reference)).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 19, 2008
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(Date)
Fairholme Capital Management, L.L.C.
By: /s/ Bruce R. Berkowitz
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Name: Bruce R. Berkowitz
Title: Managing Member
Fairholme Funds, Inc.
By: /s/ Bruce R. Berkowitz
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Name: Bruce R. Berkowitz
Title: President
/s/ Bruce R. Berkowitz
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Bruce R. Berkowitz
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D Amendment dated December 19,
2008 relating to the Common Stock, $.01 par value of United Rentals, Inc. shall
be filed on behalf of the undersigned.
Fairholme Capital Management, L.L.C.
By: /s/ Bruce R. Berkowitz
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Name: Bruce R. Berkowitz
Title: Managing Member
Fairholme Funds, Inc.
By: /s/ Bruce R. Berkowitz
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Name: Bruce R. Berkowitz
Title: President
/s/ Bruce R. Berkowitz
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Bruce R. Berkowitz
December 19, 2008
Exhibit B
Transactions in the Shares -- The Reporting Persons
Fairholme Capital Management, L.L.C.
Purchase/Sale Date of Number of Shares Price per
Transaction Share
Sale 10/31/2008 2,097 $ 9.83
Transfer 10/31/2008 3,899 (1)
Sale 11/3/2008 1,100 $10.34
Sale 11/3/2008 2,378 $10.25
Transfer 11/3/2008 516,966 (2)
Transfer 11/3/2008 91,019 (3)
Transfer 11/3/2008 84,405 (4)
Transfer 11/4/2008 3,154 (2)
Transfer 11/4/2008 3,702 (1)
Sale 11/5/2008 234 $10.00
Sale 11/5/2008 659 $10.08
Sale 11/5/2008 200 $ 9.87
Transfer 11/5/2008 20,684 (2)
Transfer 11/5/2008 1,647 (1)
Sale 11/6/2008 1,287 $ 9.27
Sale 11/6/2008 749 $ 8.97
Transfer 11/6/2008 2,298 (2)
Transfer 11/7/2008 4,611 (2)
Transfer 11/7/2008 11,364 (2)
Transfer 11/7/2008 91,019 (5)
Transfer 11/7/2008 7,306 (4)
Transfer 11/7/2008 250,521 (2)
Transfer 11/7/2008 1,293 (2)
Transfer 11/10/2008 858 (1)
Sale 11/10/2008 3,849 $ 7.85
Transfer 11/11/2008 1,348 (2)
Transfer 11/11/2008 269 (1)
Sale 11/12/2008 382 $ 7.05
Sale 11/12/2008 1,662 $ 6.51
Transfer 11/12/2008 3,298 (1)
Transfer 11/12/2008 190 (1)
Transfer 11/12/2008 2,558 (2)
Sale 11/13/2008 705 $ 6.61
Sale 11/13/2008 10,503 $ 6.51
Transfer 11/13/2008 1,089 (1)
Transfer 11/13/2008 6,608 (2)
Transfer 11/13/2008 393 (2)
Transfer 11/13/2008 8,672 (2)
Transfer 11/13/2008 4,403 (2)
Transfer 11/14/2008 347 (2)
Transfer 11/14/2008 5,880 (2)
Sale 11/14/2008 1,400 $ 6.56
Sale 11/17/2008 633 $ 6.22
Transfer 11/17/2008 1,346 (2)
Sale 11/19/2008 352 $ 5.37
Transfer 11/19/2008 2,790 (2)
Transfer 11/19/2008 9,248 (2)
Transfer 11/19/2008 14,366 (2)
Sale 11/20/2008 7,100 $ 4.66
Sale 11/20/2008 1,584 $ 4.81
Sale 11/20/2008 2,454 $ 4.78
Transfer 11/20/2008 1,623 (2)
Transfer 11/20/2008 1,276 (2)
Sale 11/21/2008 500 $ 4.52
Sale 11/21/2008 12,079 $ 4.79
Transfer 11/21/2008 6,617 (2)
Transfer 11/21/2008 804 (2)
Transfer 11/24/2008 1,039 (2)
Sale 11/24/2008 2,881 $ 5.54
Transfer 11/25/2008 835 (2)
Transfer 11/25/2008 6,126 (2)
Transfer 11/26/2008 3,220 (1)
Transfer 11/26/2008 2,522 (1)
Sale 11/28/2008 9,961 $ 7.63
Transfer 12/1/2008 479 (1)
Transfer 12/1/2008 14,720 (2)
Sale 12/2/2008 625 $ 6.74
Sale 12/3/2008 2,473 $ 6.83
Sale 12/3/2008 6,946 $ 6.71
Sale 12/3/2008 1,000 $ 6.76
Transfer 12/3/2008 1,086 (2)
Transfer 12/3/2008 1,581 (2)
Sale 12/4/2008 2,873 $ 6.52
Sale 12/5/2008 1,848 $ 6.18
Sale 12/8/2008 3,408 $ 6.64
Sale 12/8/2008 2,699 $ 6.91
Sale 12/8/2008 2,162 $ 6.86
Sale 12/8/2008 3,248 $ 6.75
Sale 12/9/2008 12,712 $ 6.92
Sale 12/9/2008 6,549 $ 7.03
Sale 12/9/2008 3,673 $ 7.12
Sale 12/9/2008 3,200 $ 7.09
Sale 12/10/2008 7,156 $ 7.21
Sale 12/10/2008 9,095 $ 7.39
Sale 12/12/2008 15,920 $ 6.68
Transfer 12/15/2008 1,552 (2)
Sale 12/15/2008 674 $ 6.32
Sale 12/15/2008 1,186 $ 6.31
Sale 12/15/2008 15,400 $ 6.22
Sale 12/15/2008 300 $ 6.33
Sale 12/15/2008 4,100 $ 6.32
Sale 12/15/2008 1,061 $ 6.31
Sale 12/15/2008 6,700 $ 6.33
Sale 12/15/2008 162 $ 6.34
Sale 12/16/2008 13,138 $ 6.40
Sale 12/16/2008 2,900 $ 6.46
Sale 12/16/2008 4,400 $ 6.48
Sale 12/17/2008 4,700 $ 7.43
Sale 12/17/2008 1,846 $ 7.37
Sale 12/17/2008 3,721 $ 7.72
Sale 12/17/2008 18,392 $ 7.42
Sale 12/17/2008 60,334 $ 7.44
Sale 12/17/2008 2,000 $ 7.77
Sale 12/18/2008 3,928 $ 8.10
Sale 12/18/2008 6,219 $ 8.12
Sale 12/18/2008 1,286 $ 8.13
Sale 12/18/2008 100 $ 8.04
Sale 12/18/2008 2,300 $ 8.07
Sale 12/18/2008 162 $ 8.07
Sale 12/18/2008 935 $ 8.10
Sale 12/18/2008 1,000 $ 8.30
Sale 12/18/2008 8,331 $ 8.16
Sale 12/18/2008 100 $ 8.21
Sale 12/18/2008 5,225 $ 8.25
Sale 12/18/2008 1,400 $ 8.16
Bruce R. Berkowitz
Purchase/Sale Date of Number of Shares Price per
Transaction Share
Transfer 11/3/2008 84,405 (4)
Transfer 11/7/2008 91,019 (5)
Transfer 11/7/2008 7,306 (4)
Fairholme Funds, Inc.
Purchase/Sale Date of Number of Shares Price per
Transaction Share
None
(1) Ownership of these securities was transferred from one of Fairholme's
private funds to its investors. Accordingly, the securities to which this
footnote relates are no longer deemed to be beneficially owned by the Reporting
Persons.
(2) Ownership of these securities was transferred from one of Fairholme's
private funds to its investors. The investors subsequently placed the securities
to which this footnote relates in separately managed accounts advised by
Fairholme Capital Management, L.L.C.
(3) Ownership of these securities was transferred from one of Fairholme's
private funds to the account of Fairholme Capital Management, L.L.C.
(4) Ownership of these securities was transferred from one of Fairholme's
private funds to the account of Bruce R. Berkowitz.
(5)Ownership of these securities was transferred from the account of Fairholme
Capital Management, L.L.C. to the account of Bruce R. Berkowitz.
SK 22146 0001 949711