UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The

Securities Exchange Act of 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~March~~April 2817, 2012

RSC ~~HOLDINGS~~Holdings ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33485	22-1669012
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6929 E. Greenway Parkway, Suite 200 Scottsdale, Arizona		85254
(Address of Principal Executive Offices)		(Zip Code)

6929 East Greenway Parkway, Suite 200 Scottsdale, Arizona		85254
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (480) 905-3300

~~Not~~N/A ~~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 ~~(see General Instruction A.2 below)~~:

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

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

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

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

Item 8 2.0102. ~~Other~~Results ~~Events~~of Operations and Financial Condition.

On ~~March~~ April 2817, 2012, RSC Holdings Inc., issued a ~~Delaware~~press ~~corporation~~release announcing its results for the first fiscal quarter ended March 31, 2012, ~~issued~~entitled a“RSC Reports 1Q12 Results.” A copy of the press release ~~announcing~~is ~~delivery~~attached ofhereto ~~notices~~as ofExhibit 99.1 ~~redemptions~~and is incorporated herein by reference.

AThe ~~copy~~information in this Item 2.02 of ~~the~~this ~~press~~Current ~~release~~Report ison ~~attached~~Form 8-K, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as ~~Exhibit~~amended, 99or otherwise subject to the liabilities of that Section.1 ~~and~~The isinformation ~~incorporated~~contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by RSC Holdings Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

~~Cautionary~~Item 8.01. ~~Statement~~Other ~~Regarding~~Events. ~~Forward-Looking Statements~~

~~This~~On ~~Current~~April ~~Report on Form 8-K contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934~~17, ~~as amended~~2012, ~~and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These statements, as they relate to United Rentals or~~ RSC Holdings, ~~the management of either such company or the transaction, involve risks and uncertainties that may cause results to differ materially from those set forth in the statements~~Inc. ~~These statements are based on current~~issued plans, estimates and projections, and therefore, you should not place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. United Rentals and RSC Holdings undertake no obligation to publicly update any forward-looking statement, whether as a ~~result~~press ofrelease ~~new~~announcing ~~information,~~its future events or otherwise. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results offor the ~~equipment~~first ~~rental~~fiscal ~~industries,~~quarter ~~and~~ended ~~other~~March ~~legal~~31, ~~regulatory and economic developments. We use words such as “anticipates~~2012,” ~~“believes,” “plans,”~~which ~~“expects,”~~included ~~“projects,”~~an ~~“future,”~~update ~~“intends,”~~on “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and similar expressions to identify these forward-looking statements that are intended to be covered by the ~~safe~~proposed ~~harbor~~merger ~~provisions~~between of the PSLRA. Actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, those described in the documents United Rentals and RSC Holdings ~~have filed with the U~~Inc.S. ~~Securities~~ and ~~Exchange Commission (the “SEC”) as well as the possibility that (1)~~ United Rentals, ~~and~~Inc. ~~RSC~~A ~~Holdings~~copy ~~may be unable to obtain stockholder or regulatory approvals required for the proposed transaction or may be required to accept conditions that could reduce the anticipated benefits~~ of the ~~merger~~press asrelease ais ~~condition~~attached tohereto obtaining regulatory approvals; (2) the length of time necessary to consummate the proposed transaction may be longer than anticipated; (3) problems may arise in successfully integrating the businesses of United Rentals and RSC Holdings; (4) the proposed transaction may involve unexpected costs; (5) the businesses may suffer as ~~a result of uncertainty surrounding the proposed transaction; and (6) the industry may be~~Exhibit ~~subject~~99.1 ~~to future risks that are described in the “Risk Factors” section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q~~ and ~~other~~incorporated ~~documents~~herein ~~filed from time to time with the SEC~~ by ~~United Rentals and RSC Holdings~~reference. ~~Neither~~ United Rentals nor RSC Holdings gives any assurance that either United Rentals or RSC Holdings will achieve its expectations and neither United Rentals nor RSC Holdings assumes any responsibility for the accuracy and completeness of the forward-looking statements.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of United Rentals and RSC Holdings described in the “Risk Factors” section of their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC. All forward-looking statements included in this document are based upon information available to United Rentals and RSC Holdings on the date hereof, and neither United Rentals nor RSC Holdings assumes any obligation to update or revise any such forward-looking statements.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This ~~Current~~communication ~~Report on Form 8-K~~ is for informational purposes only and is not an offer to purchase nor a solicitation of an offer to sell securities. The solicitation and the offer to purchase shares of RSC Holdings common stock are made pursuant to a registration statement and joint proxy statement/prospectus forming a part thereof filed with the SEC. The registration statement and joint proxy statement/prospectus was filed with the SEC by United Rentals, Inc. on January 17, 2012, and has been subsequently amended and was declared effective on March 23, 2012. The proxy statement of RSC Holdings was filed with the SEC by RSC Holdings on March 23, 2012. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE VERSION OF THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS THAT HAS BEEN DECLARED EFFECTIVE AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

You will be able to obtain a free copy of the definitive version of the joint proxy statement/prospectus (when available), as well as other filings containing information about United Rentals, Inc. and RSC Holdings, at the SEC’s website at http://www.sec.gov. You will also be able to obtain these documents, free of charge by directing a request by mail or telephone to RSC Holdings Inc., Attn: Investor Relations, 6929 East Greenway Parkway, Suite 200, Scottsdale, AZ 85254, telephone: (480) 281-6956, or from our website, www.RSCrentals.com.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
Exhibit Number		Description
99.1		Press Release ~~of RSC Holdings~~, dated ~~March~~April 2817, 2012., entitled “RSC Reports 1Q12 Results”

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 hereunto duly authorized.

RSC HOLDINGS INC. By: /s/ Kevin J. Groman Name: Kevin J. Groman Title: Senior Vice President, General Counsel and Corporate Secretary

Date: March 28, 2012

EXHIBIT INDEX

Exhibit No.		Exhibit
Exhibit Number		Description
99.1		Press Release ~~of RSC Holdings~~, dated ~~March~~April 2817, 2012., entitled “RSC Reports 1Q12 Results”

RSC Holdings Inc.

Dated: April 17, 2012

/s/ Kevin J. Groman

Kevin J. Groman

Senior Vice President, General Counsel, and

Corporate Secretary

Filing Compare · RSC Holdings Inc.