SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)


             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)

                                (Amendment No. 1)


                               United Rentals Inc.
 ------------------------------------------------------------------------------
                                (Name of Issuer)


                          Common Stock, $.01 par value
-------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    911363109
-------------------------------------------------------------------------------
                                 (CUSIP Number)


                               September 30, 2009
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

          [x]  Rule 13d-1(b)

          [ ]  Rule 13d-1(c)

          [_]  Rule 13d-1(d)


----------
(1)  The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The  information  required in 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

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. 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.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     5,915,827


7.   SOLE DISPOSITIVE POWER

     0


8.   SHARED DISPOSITIVE POWER

     7,140,795


9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     7,140,795


10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                          [_]
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     11.9%

12.  TYPE OF REPORTING PERSON

     IA



CUSIP No.
            911363109

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. 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.   CITIZENSHIP OR PLACE OF ORGANIZATION

     United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     182,730

6.   SHARED VOTING POWER

     5,915,827


7.   SOLE DISPOSITIVE POWER

     182,730


8.   SHARED DISPOSITIVE POWER

     7,140,795


9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     7,323,525


10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                          [_]
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     12.2%

12.  TYPE OF REPORTING PERSON

     IN, HC



CUSIP No.
            911363109

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. 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.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Maryland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     5,643,318

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     5,643,318

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     5,643,318

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
                                                                          [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     9.4%

12.  TYPE OF REPORTING PERSON

     IC



CUSIP No.
            911363109

Item 1(a).  Name of Issuer:

United Rentals, Inc.
------------------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:

Five Greenwich Office Park, Greenwich, Connecticut 06831
-------------------------------------------------------------------------------

Item 2(a).  Name of Person Filing:

Fairholme Capital Management, L.L.C.
Bruce R. Berkowitz
Fairholme Funds, Inc.
--------------------------------------------------------------------------------

Item 2(b).  Address of Principal Business Office, or if None, Residence:

Fairholme Capital Management, L.L.C.
4400 Biscayne Boulevard, 9th Floor
Miami, FL 33137

Bruce R. Berkowitz
c/o Fairholme Capital Management, L.L.C.
4400 Biscayne Boulevard, 9th Floor
Miami, FL 33137

Fairholme Funds, Inc.
c/o Fairholme Capital Management, L.L.C.
4400 Biscayne Boulevard, 9th Floor
Miami, FL 33137
--------------------------------------------------------------------------------

Item 2(c).  Citizenship:

Fairholme Capital Management, L.L.C. - Delaware
Bruce R. Berkowitz - United States of America
Fairholme Funds, Inc. - Maryland
--------------------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:

Common Stock, $.01 par value
--------------------------------------------------------------------------------
Item 2(e).  CUSIP Number:

911363109
--------------------------------------------------------------------------------


Item 3.     If This Statement  is Filed  Pursuant to  Rule 13d-1(b), or 13d-2(b)
            or (c), Check Whether the Person Filing is a:

     (a)  [_]  Broker or dealer registered under Section 15 of the Exchange Act.

     (b)  [_]  Bank as defined in Section 3(a)(6) of the Exchange Act.

     (c)  [_]  Insurance  company as defined in Section 3(a)(19) of the Exchange
               Act.

     (d)  [x]  Investment  company  registered under Section 8 of the Investment
               Company Act.

     (e)  [x]  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

     (f)  [_]  An employee  benefit plan or endowment  fund in  accordance  with
               Rule 13d-1(b)(1)(ii)(F);

     (g)  [x]  A parent  holding  company or control  person in accordance  with
               Rule 13d-1(b)(1)(ii)(G);

     (h)  [_]  A savings  association  as defined in Section 3(b) of the Federal
               Deposit Insurance Act;

     (i)  [_]  A  church  plan  that  is  excluded  from  the  definition  of an
               investment  company  under  Section  3(c)(14)  of the  Investment
               Company Act;

     (j)  [_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

7,140,795 shares of United Rentals, Inc. are owned, in the aggregate, by various
investment vehicles managed by Fairholme Capital Management,  L.L.C.  ("FCM") of
which  5,643,318  shares are owned by Fairholme  Funds,  Inc.  Because  Bruce R.
Berkowitz ("Mr. Berkowitz"), in his capacity as the Managing Member of FCM or as
President of Fairholme  Funds,  Inc., has voting or  dispositive  power over all
shares  beneficially owned by FCM, he is deemed to have beneficial  ownership of
all such shares so reported herein.

While the advisory  relationship causes attribution to Mr. Berkowitz,  Fairholme
Funds,  Inc. or FCM of certain  indicia of beneficial  ownership for the limited
purpose of this  Schedule  13G, Mr.  Berkowitz,  Fairholme  Funds,  Inc. and FCM
hereby disclaim ownership of these shares for purposes of interpretations  under
the Internal Revenue Code of 1986, as amended, or for any other purpose,  except
to the extent of their pecuniary interest.

     (a)  Amount beneficially owned:

          Fairholme Capital Management, L.L.C.: 7,140,795
          Bruce R. Berkowitz: 7,323,525
          Fairholme Funds, Inc.: 5,643,318
-----------------------------------------------------------------------------

     (b)  Percent of class:

          Fairholme Capital Management, L.L.C.: 11.9%
          Bruce R. Berkowitz: 12.2%
          Fairholme Funds, Inc.: 9.4%
--=---------------------------------------------------------------------------

     (c)  Number of shares as to which such person has:

          (i)   Sole power to vote or to direct the vote

                Fairholme Capital Management, L.L.C.: 0
                Bruce R. Berkowitz: 182,730
                Fairholme Funds, Inc.: 0
-----------------------------------------------------------------------------

          (ii)  Shared power to vote or to direct the vote

                Fairholme Capital Management, L.L.C.: 5,915,827
                Bruce R. Berkowitz: 5,915,827
                Fairholme Funds, Inc.: 5,643,318
-----------------------------------------------------------------------------

          (iii) Sole power to dispose or to direct the
                disposition of

                Fairholme Capital Management, L.L.C.: 0
                Bruce R. Berkowitz: 182,730
                Fairholme Funds, Inc.: 0
-----------------------------------------------------------------------------

          (iv)  Shared power to dispose or to direct the
                disposition of

                Fairholme Capital Management, L.L.C.: 7,140,795
                Bruce R. Berkowitz: 7,140,795
                Fairholme Funds, Inc.: 5,643,318
-----------------------------------------------------------------------------


Item 5.  Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].


                                       N/A
--------------------------------------------------------------------------------

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified.  A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.


                                       N/A
-------------------------------------------------------------------------------

Item 7.  Identification and  Classification of the Subsidiary Which Acquired the
         Security  Being  Reported on by the Parent  Holding  Company or Control
         Person.

     If a parent  holding  company  or Control  person has filed this  schedule,
pursuant to Rule  13d-1(b)(1)(ii)(G),  so indicate under Item 3(g) and attach an
exhibit  stating the  identity  and the Item 3  classification  of the  relevant
subsidiary.  If a parent  holding  company  or  control  person  has filed  this
schedule  pursuant to Rule 13d-1(c) or Rule 13d-1(d),  attach an exhibit stating
the identification of the relevant subsidiary.


                                       N/A
--------------------------------------------------------------------------------

Item 8.  Identification  and  Classification  of Members of the Group.

     If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate  under Item 3(j) and attach an exhibit  stating the identity and Item 3
classification  of each member of the group.  If a group has filed this schedule
pursuant to  s.240.13d-1(c)  or  s.240.13d-1(d),  attach an exhibit  stating the
identity of each member of the group.


                                       N/A
--------------------------------------------------------------------------------


Item 9.  Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity.  See Item 5.

                                       N/A
-------------------------------------------------------------------------------
Item 10.  Certifications.

     By signing below each Reporting  Person  certifies that, to the best of its
knowledge  and belief,  the  securities  referred to above were acquired and are
held in the  ordinary  course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing  the control of
the  issuer  of the  securities  and  were  not  acquired  and are  not  held in
connection  with or as a participant in any  transaction  having that purpose or
effect.



                                    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.



                                                   October 9, 2009
                                               -----------------------
                                                        (Date)



                              Fairholme Capital Management, L.L.C.*
                              -----------------------------------------------

                              By: /s/ Bruce R. Berkowitz
                              -----------------------------------------------
                              Name/Title: Bruce R. Berkowitz /Managing Member



                              /s/ Bruce R. Berkowitz*
                              -----------------------------------------------
                              Name/Title: Bruce R. Berkowitz



                              Fairholme Funds, Inc.
                              -----------------------------------------------

                              By: /s/ Bruce R. Berkowitz
                              -----------------------------------------------
                              Name/Title: Bruce R. Berkowitz /President


* The Reporting Persons disclaim beneficial ownership in the securities reported
herein, except to the extent of his or its pecuniary interest therein.



                                                                       Exhibit A


                                    AGREEMENT

The undersigned agree that this Amendment No. 1 to Schedule 13G dated October 9,
2009  relating to the Common  Stock par value $.01 per share of United  Rentals,
Inc., shall be filed on behalf of the undersigned.



                                                  October 9, 2009
                                               -----------------------
                                                        (Date)



                              Fairholme Capital Management, L.L.C.
                              -----------------------------------------------

                              By: /s/ Bruce R. Berkowitz
                              -----------------------------------------------
                              Name/Title: Bruce R. Berkowitz /Managing Member



                              /s/ Bruce R. Berkowitz
                              -----------------------------------------------
                              Name/Title: Bruce R. Berkowitz



                              Fairholme Funds, Inc.
                              -----------------------------------------------

                              By: /s/ Bruce R. Berkowitz
                              -----------------------------------------------
                              Name/Title: Bruce R. Berkowitz /President

SK 22146 0001 1034394