SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~15(d)~~Date OFof Report ~~THE~~(date ~~SECURITIES~~of ~~EXCHANGE~~earliest ~~ACT~~event OFreported): February ~~1934~~12, 2004

~~Date~~NES ofRENTALS ~~Report~~HOLDINGS ~~(date of earliest event reported): November 5, 2003~~INC.

~~NATIONAL~~(Exact name ~~EQUIPMENT~~of ~~SERVICES,~~registrant ~~INC.~~as specified in its charter)

(Exact name of registrant as specified in its charter)

Delaware	1280191	36-4087016
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8770 W. Bryn Mawr 4^th Floor Chicago, IL		60631
		(Zip Code)

Registrant’s telephone number, including area code: (773) 695-3999

Delaware	1-14163	36-4087016
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
8770 W. Bryn Mawr4th Floor Chicago, IL		60631
		(Zip Code)

Registrant’s telephone number, including area code: (773) 695-3999

Item 5. Other Events

~~Following~~On February ~~are~~12, ~~the~~2004, ~~results~~NES ofRentals ~~operations~~Holdings ~~for~~Inc. announced its emergence from ~~National~~Chapter ~~Equipment~~11 ~~Services,~~bankruptcy ~~Inc~~protection. A copy ~~for~~of the ~~second~~company’s ~~quarter~~press ~~ended~~release ~~June~~is ~~30,~~attached ~~2003~~as ~~and~~Exhibit ~~third~~99.1 ~~quarter ended~~and ~~September~~incorporated ~~30,~~herein ~~2003~~by reference.

~~Revenues~~In connection with the ~~Lower~~emergence ~~due~~from toChapter ~~Continued~~11 ~~Rate~~bankruptcy ~~Pressure~~protection, National Equipment Services, Inc. merged into NES Rentals, Inc. NES Rentals, Inc. is a subsidiary of both NES IT Services, Inc. and NES Real Estate Management, Inc., which are subsidiaries of NES Rentals Holdings, Inc. NES Rentals, Inc. was the surviving company in the merger and was renamed National Equipment Services, Inc. NES Rentals Holdings, Inc. is the new public company parent of National Equipment Services, Inc.

For the second and third quarters of 2003, total revenues were $150.6 million and $152.7 million, respectively, down 6.8% and 10.9% compared with the same periods in 2002. This decline was largely attributable to continued pressure on rental rates throughout the industry. In the second and third quarters, rental revenues were $126.7 million and $131.9 million, down 4.3% and 5.5% from the respective periods in the previous year.

Total revenues for the first two quarters of 2003 were $280.2 million compared with $300.1 million at the same time in 2002. Rental revenues were $233.3 million in 2003 versus $248.1 million a year ago. Total revenues for the first three quarters of 2003 were $432.9 million compared with $471.6 million during the same period in 2002. Rental revenues were $365.2 million in 2003 and $387.7 million a year ago.

Operating Income Down from 2002 Levels

Operating income for the second and third quarters of 2003 were $1.3 million and $7.3 million, respectively. Operating income for the same periods in 2002 were $12.9 million and $7.8 million. The net loss from continuing operations was $18.2 million for the second quarter and $1.6 million for the third quarter, both down from the year-ago period.

Year-to-date operating income totaled $(5.8) million at June 30, 2003 and $1.5 million at September 30, 2003. Operating income for the comparable year-to-date periods in 2002 were $14.3 million and $22.1 million, respectively.

Cash Flow Remains Strong

EBITDA (earnings before interest, taxes, depreciation and amortization) totaled $30.4 million and $35.2 million for the second and third quarters of 2003. EBITDA for the same periods in 2002 totaled $44.2 million and $40.0 million, respectively. $3.3 million and $3.8 million of restructuring-related expenses were included in the second and third quarter results of 2003. Year-to-date totals for the respective quarters in 2003 were $51.6 million and $86.8 million. The Company continued its modest capital spending program. Capital expenditures on fleet totaled $10.9 million and $8.3 million in the second and third quarters of 2003. Year-to-date capital expenditures on fleet totaled $15.0 million and $23.3 million at June 30, 2003 and September 30, 2003, respectively.

Quarterly Reports on Form 10-Q

Subsequent to the Company’s Chapter 11 filing on June 27, 2003, NES has been in discussions with its auditors regarding their continued retention, including discussions regarding unpaid fees for pre-petition services. These discussions have delayed the Company’s filing of its Quarterly Reports on Form 10-Q for the periods ended June 30, 2003 and September 30, 2003. NES is also in discussions with a new firm to replace its existing auditors. NES intends to file these Quarterly Reports on Form 10-Q promptly following the resolution of these discussions.

NATIONAL EQUIPMENT SERVICES, INC.

Consolidated Statements of Operations (unaudited)

(in thousands)

	Three Months Ended						Six Months Ended
	6/30/03			6/30/02			6/30/03			6/30/02
Revenues
Rental and service revenues	$	126,692		$	132,348		$	233,304		$	248,108
New equipment sales	9,722			11,633			18,512			21,095
Rental equipment sales	9,125			10,537			17,470			17,045
Other revenues	5,052			7,131			10,923			13,851
Total revenues	150,591			161,649			280,209			300,099
Cost of revenues
Rental equipment depreciation	27,308			28,539			53,554			56,085
Cost of rental and service revenues	63,893			62,690			118,785			119,859
Cost of new equipment sales	8,407			9,294			15,881			16,638
Cost of rental equipment sales	6,578			6,345			12,015			11,005
Other operating expenses	5,471			6,988			11,123			13,695
Total cost of revenues	111,657			113,856			211,358			217,282
Gross profit	38,934			47,793			68,851			82,817
Selling, general and administrative expenses	36,119			32,425			71,192			63,650
Non-rental depreciation and amortization	1,519			2,447			3,452			4,886
Operating income	1,296			12,921			(5,793		)	14,281
Other income, net	277			333			399			779
Interest expense, net	19,820			17,543			42,467			34,227
Loss from continuing operations before tax	(18,247		)	(4,289		)	(47,861		)	(19,167		)
Income tax expense	—			—			—			—
Net loss from continuing operations	$	(18,247	)	$	(4,289	)	$	(47,861	)	$	(19,167	)

	Three Months Ended						Nine Months Ended
	9/30/03			9/30/02			9/30/03			9/30/02
Revenues
Rental and service revenues	$	131,881		$	139,588		$	365,185		$	387,696
New equipment sales	8,146			11,062			26,658			32,157
Rental equipment sales	7,451			13,759			24,921			30,804
Other revenues	5,245			7,043			16,168			20,894
Total revenues	152,723			171,452			432,932			471,551
Cost of revenues
Rental equipment depreciation	26,207			29,576			79,761			85,661
Cost of rental and service revenues	64,080			68,283			182,865			188,142
Cost of new equipment sales	6,570			9,519			22,451			26,157
Cost of rental equipment sales	6,293			11,997			18,308			23,002
Other operating expenses	5,320			7,253			16,443			20,948
Total cost of revenues	108,470			126,628			319,828			343,910
Gross profit	44,253			44,824			113,104			127,641
Selling, general and administrative expenses	35,421			34,701			106,613			98,351
Non-rental depreciation and amortization	1,515			2,286			4,967			7,172
Operating income	7,317			7,837			1,524			22,118
Other income, net	118			253			517			1,032
Interest expense, net	9,026			17,631			51,493			51,858
Loss from continuing operations before tax	(1,591		)	(9,541		)	(49,452		)	(28,708		)
Income tax expense	—			—			—			—
Net loss from continuing operations	$	(1,591	)	$	(9,541	)	$	(49,452	)	$	(28,708	)

Item 7. Financial Statements and Exhibits

(a) Not applicable.

(a)	Not applicable.
(b)	Not applicable.
(c)	Exhibits:
	99.1	Press release dated as of February 12, 2004

~~(b) Not applicable.~~3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	National Equipment Services, Inc.
	NES RENTALS HOLDING INC.
Dated: November 5, 2003	By:	/s/ Michael D. Milligan
Dated: February 12, 2004	By:	/s/ Michael D. Milligan
		Michael D. Milligan
		Senior Vice President
		Senior Vice President and Chief Financial Officer
		and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description

99.1		Press release dated as of February 12, 2004

Delaware

1280191

36-4087016

8770 W. Bryn Mawr 4th Floor Chicago, IL

60631

8770 W. Bryn Mawr
4^th Floor
Chicago, IL

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