January 12, 2006


By facsimile to (212) 698-3599 and U.S. Mail


Mr. John M. Engquist
President and Chief Executive Officer
H&E Equipment Services, Inc.
11100 Mead Road, Suite 200
Baton Rouge, LA 70816

Re:	H&E Equipment Services, Inc.
	Pre-effective Amendment 3 to Registration Statement on Form
S-1
	Filed January 5, 2006
File No. 333-128996

Dear Mr. Engquist:

      We reviewed the filing and have the accounting comment
below.

Summary Historical and Pro Forma Financial Data, page 8

1. We have reviewed your response to prior comment 1 in our letter
dated December 29, 2005.  We note your revised disclosures in Note
(5) on pages 10 and 11 identify the items eliminated from your
non-
GAAP performance measures, clarify why each item is a necessary
element of your costs and ability to generate revenue, and
provide a
statement that any measure that excludes each item has material
limitations.  However, we do not understand why you continue to
provide reference to EBITDA and Adjusted EBITDA as a liquidity
measure.  In this regard, we believe you should delete the
sentence
that begins, "Also, EBITDA and Adjusted EBITDA should not be
considered as a measure of discretionary cash available to us...."
at
the top of page 11 as well as all other references to EBITDA and
Adjusted EBITDA as it relates to liquidity or cash flows.  In this
regard, delete the phrase "cash flow" from this footnote`s
penultimate sentence.  Your disclosures within Non-GAAP Financial
Measures on pages 24 and 25, Note (2) to the Unaudited Pro Forma
Condensed Combined Statements of Operations on page 39, and Note
(5)
to your Selected Historical Consolidated Financial Data on page 43
should be revised accordingly.

Closing

	File an amendment to the S-1 in response to the comment.  To
expedite our review, H&E Equipment Services may wish to provide us
three marked courtesy copies of the amendment.  Include with the
filing any supplemental information requested and a cover letter
tagged as correspondence that keys the response to the comment.
If
H&E Equipment Services thinks that compliance with the comment is
inappropriate, provide the basis in the letter.  We may have
additional comments after review of the amendment, the response to
the comment, and any supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision.  Since H&E Equipment Services and its
management
are in possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.

      If H&E Equipment Services requests acceleration of the
registration statement`s effectiveness, H&E Equipment Services
should
furnish a letter at the time of the request, acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve H&E Equipment Services from its full responsibility for
the
adequacy and accuracy of the registration statement`s disclosures.

* H&E Equipment Services may not assert our comments or the
declaration of the registration statement`s effectiveness as a
defense in any proceedings initiated by the Commission or any
person
under the United States` federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that H&E Equipment Services provides us in our review
of
the registration statement or in response to our comments on the
registration statement.

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	You may direct questions on accounting comments to Jenn Do,
Staff Accountant, at (202) 551-3743 or Jeanne K. Baker, Assistant
Chief Accountant, at (202) 551-3691.  You may direct questions on
other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551- 3728 or me at (202) 551-3760.

Very truly yours,





Pamela A. Long

Assistant Director

cc:	Bonnie A. Barsamian, Esq.
	Dechert LLP
	30 Rockefeller Plaza, 23rd Floor
	New York, NY 10112

	Kirk A. Davenport, Esq.
	Dennis Lamont, Esq.
	Latham & Watkins LLP
	885 Third Avenue, Suite 1000
	New York, NY 10022



Mr. John M. Engquist
January 12, 2006
Page 1








UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE