SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~May~~ 18August 24, 2005

Date of earliest event reported: May 18, 2005

H&E EQUIPMENT SERVICES L.L.C.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Louisiana	333-99589 ~~333-99587~~	72-1287046
(State or other jurisdiction of incorporation)	(Commission File Numbers)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation	333-99587 (Commission File Numbers)	(IRS Employer Identification No.)
11100 Mead Road, Suite 200, Baton Rouge, Louisiana 70816
(Address of Principal Executive Offices, including Zip Code)
(225) 298-5200
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

11100 Mead Road, Suite 200, Baton Rouge, Louisiana 70816

(Address of Principal Executive Offices, including Zip Code)

(225) 298-5200

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.0201 ~~Results~~Entry ofinto ~~Operations~~a Material Definitive Agreement.

OnAs ~~May~~of 18August 26, 2005, weH&E ~~issued~~Equipment Services L.L.C. (the “Company”) was granted a ~~press~~waiver ~~release~~(the ~~announcing~~“Waiver”) ~~our~~under ~~financial~~its ~~results~~Credit Agreement, ~~for~~as amended, by and among the ~~first~~Company, Great Northern Equipment ~~quarter~~Services ~~ended~~L.L.C. ~~March~~(together 31with the Company, ~~2005~~the “Borrowers”), H&E Holdings, L.L.C., AGNE ~~copy~~Investments, ofInc., H&E Finance Corp., General Electric Capital Corporation and the ~~press~~Lenders ~~release~~party isthereto ~~attached~~(the as“Credit Agreement”). The Credit Agreement provides us with our ~~Exhibit~~revolving 99credit facility.1.

~~The~~Pursuant ~~information~~to the Waiver, our lenders under the Credit inAgreement ~~this~~have ~~Form~~waived 8our non-Kcompliance with, and the ~~attached~~effects ~~exhibit~~of ~~shall~~our non-compliance ~~not~~under, bevarious ~~deemed~~representations and non-financial covenants contained in the Credit Agreement affected by the accounting adjustments in connection with the restatement described under “~~filed”~~Item ~~for~~4.02 Non-Reliance on ~~purposes~~Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review” of ~~Section~~this Current Report. 18 As a result of the ~~Securities~~restatement, ~~Exchange~~among ~~Act~~other ofthings, ~~1934~~we orwould ~~otherwise~~no longer ~~subject~~be able to make the ~~liability~~representations under the Credit Agreement concerning the conformity with GAAP of ~~that~~our ~~section nor~~previously ~~shall~~delivered itfinancial bestatements, ~~deemed~~or ~~incorporated~~confirm byour ~~reference~~prior compliance with certain obligations concerning the maintenance of our books and records in accordance with GAAP. Because the restatement is not expected to result in our having breached any ~~filing~~of ~~under~~the financial covenants in the ~~Securities~~Credit Agreement, ~~Act~~the Waiver does not waive or modify any such financial covenants. As a result of ~~1933~~the Waiver, we ~~except~~continue asto ~~shall~~have befull ~~expressly~~access ~~set~~to ~~forth~~our byrevolving ~~specific~~credit ~~reference~~facility inunder ~~such~~the ~~filing~~Credit Agreement.

~~Item~~There ~~8.01~~is ~~Other~~no ~~Events~~material relationship between the borrowers under our Credit Agreement and the administrative agent or the lenders, other than as parties to the Credit Agreement, the Waiver and certain other loans made in the ordinary course to various of our operating subsidiaries.

AItem 2. Delay in02 FilingResults Reportof onOperations Formand 10-QFinancial Condition.

~~The~~On ~~Company will~~August ~~delay~~26, ~~filing~~2005, ~~its~~the ~~March~~Company ~~31,~~issued ~~2005~~a ~~Report~~press onrelease announcing ~~Form~~that ~~10-Q~~it asintends ~~described~~to inrestate ~~the press~~its ~~release~~audited ~~issued~~financial byresults for the fiscal ~~company~~years onended ~~May~~December 1831, ~~2005~~2002 and 2003. ~~This~~ The full text of the press release is ~~attached~~furnished with this Current Report on Form 8-K as Exhibit 99.1, toand ~~the~~is ~~Report~~incorporated by reference herein.

BThe information in the attached Exhibit 99. ~~Non-GAAP~~1 ~~Financial~~shall ~~Measure~~not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

~~Included~~This ~~in the~~Current ~~press~~Report ~~release~~on ~~dated~~Form ~~May18, 2005 is a certain non~~8-~~GAAP~~K ~~financial measure which is not calculated~~ and ~~presented~~Exhibit ~~in accordance with Generally Accepted~~99.1 ~~Accounting~~contain ~~Principles~~forward-looking ~~(“GAAP”)~~statements within the meaning of ~~applicable~~the ~~SEC~~federal ~~rules. We~~securities ~~define EBITDA as net income (loss) from continuing operations before interest expense, income taxes, and depreciation and amortization~~laws. WeThese ~~use~~forward-looking ~~EBITDA in our business operations to,~~statements ~~among~~are ~~other~~based ~~things,~~on ~~evaluate~~current ~~the~~expectations ~~performance of our operating segments, develop budgets~~ and ~~measure~~are ~~our~~not ~~performance~~guarantees ~~against~~of ~~those~~future ~~budgets. We also believe that analysts and investors use EBITDA as a supplemental measure to evaluate a company’s overall operating~~ performance. ~~We find it a useful tool to assist us in evaluating performance because it eliminates items related to corporate overhead and capital structure~~Further, ~~taxes~~the ~~and other non~~forward-~~cash charges. However,~~looking ~~EBITDA~~statements ~~which does not represent operating income or net cash provided by operating activities as those items~~ are ~~defined by GAAP, should not be considered by prospective~~ ~~purchasers~~subject ~~of securities~~ to bethe anlimitations ~~alternative~~listed toin ~~operating~~Exhibit ~~income or cash flow from operations or indicative of whether cash flows will be sufficient to fund our future cash requirements~~99. ~~EBITDA~~1 is not a complete net cash flow measure or measure of liquidity because EBITDA does not include reductions for cash payments for an entity’s obligation to service its debt, fund its working capital, make capital expenditures and ~~acquisitions~~ ~~and~~in ~~pay~~the ~~its income taxes. Rather, it is one potential indicator of an entity~~company’s ~~ability to fund~~other ~~these~~SEC ~~cash requirements. EBITDA is not a measure of profitability because it does not include costs and expenses for depreciation and amortization~~reports, ~~interest~~including ~~and~~that ~~related~~actual ~~expenses~~events ~~and~~or ~~income taxes. Also,~~results ~~because~~may ~~EBITDA~~differ ismaterially ~~not~~from ~~calculated~~those in the ~~same~~forward-looking ~~manner by all companies, it may not be comparable to other similarly titled measures used by other companies~~statements.

Item 94.0102 Non-Reliance on Previously Issued Financial Statements ~~and~~or ~~Exhibits~~a Related Audit Report or Completed Interim Review.

The Company’s Board of Directors, including its Audit Committee, concluded on August 24, 2005, to restate its audited financial results for the fiscal years ended December 31, 2002 and 2003 (cthe “Restatement”) ~~Exhibits~~. The Restatement primarily relates to the treatment of deferred taxes in connection with the Company’s combination with ICM Equipment Company on June 17, 2002.

99The Audit Committee discussed the Restatement with BDO Seidman L.1L.P., ~~Press~~the Company’s registered public accounting firm. The Company will include the restated results ~~Release~~for ~~dated~~the ~~May~~fiscal 18years ended December 31, ~~2005~~2002 and 2003 in their 2004 Annual Report on Form 10-K. In the interim, investors should no longer rely on the financial statements currently on file with the SEC in the Company’s Forms 10-K for the fiscal years ended December 31, 2003 and 2002 and the related auditor’s report therein, and its unaudited financial statements for all interim periods through September 30, 2004.

2Item 8.01 Other Events.

~~SIGNATURES~~A. Delay in Filing Report on Form 10-Q

~~According~~The toCompany will ~~the~~delay ~~requirements~~filing ofits ~~the~~June ~~Securities~~30, ~~Exchange~~2005 ~~Act~~Form of10-Q ~~1934,~~as described in the ~~Registrant~~press ~~has~~release ~~duly~~issued ~~caused~~by ~~this~~the ~~report~~Company toon beAugust ~~signed~~26, on2005. This ~~its~~press ~~behalf~~release byis ~~the undersigned,~~attached ~~thereunto~~as ~~duly~~Exhibit ~~authorized~~99.1 to this Report.

	H&E EQUIPMENT SERVICES L.L.C.
Date: May 18, 2005
	/s/ LESLIE S. MAGEE
	By:	Leslie S. Magee
	Its:	Acting Chief Financial Officer

B. EBITDA and Adjusted EBITDA

3We define EBITDA as net income (loss) from continuing operations before interest expense, income taxes, and depreciation and amortization. We define Adjusted EBITDA as EBITDA as adjusted for the loss from litigation that was recorded in 2003. We use EBITDA and Adjusted EBITDA in our business operations to, among other things, evaluate the performance of our operating segments, develop budgets and measure our performance against those budgets. We also believe that analysts and investors use EBITDA and Adjusted EBITDA as supplemental measures to evaluate a company’s overall operating performance. We find it a useful tool to assist us in evaluating performance because it eliminates items related to corporate overhead and capital structure, taxes and other non-cash charges. However, EBITDA and Adjusted EBITDA, which do not represent operating income or net cash provided by operating activities as those items are defined by GAAP, should not be considered by prospective purchasers of securities to be an alternative to operating income or cash flow from operations or indicative of whether cash flows will be sufficient to fund our future cash requirements. EBITDA and Adjusted EBITDA are not complete net cash flow measures or measures of liquidity because EBITDA and Adjusted EBITDA do not include reductions for cash payments for an entity’s obligation to service its debt, fund its working capital, make capital expenditures and acquisitions and pay its income taxes. Rather, EBITDA and Adjusted EBITDA are two potential indicators of an entity’s ability to fund these cash requirements. EBITDA and Adjusted EBITDA also are not measures of profitability because they do not include costs and expenses for depreciation and amortization, interest and related expenses and income taxes. Also, because EBITDA and Adjusted EBITDA are not calculated in the same manner by all companies, they may not be comparable to other similarly titled measures used by other companies.

~~INDEX~~Item TO9.01 ~~EXHIBITS~~Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release issued by H&E Equipment Services L.L.C. on May 18, 2005 announcing earnings for the quarter ended March 31, 2005.

499.1 Press Release issued by H&E Equipment Services L.L.C. on August 26, 2005.

SIGNATURES

According 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.

	H&E EQUIPMENT SERVICES L.L.C.

Date: August 26, 2005

	/s/ LESLIE S. MAGEE
	By:	Leslie S. Magee
	Its:	Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.		Description

99.1		Press Release issued by H&E Equipment Services L.L.C. on August 26, 2005.

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