SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________

SCHEDULE 13G/A

 

Under the Securities Act of 1934

(Amendment No. 2)

 

UNITED RENTALS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

       911363109       

(CUSIP Number)

                   December 31, 2006                   

(Date of Event Which Requires Filing

of this Statement)

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

 

o

Rule 13d-1(b)

 

x

Rule 13d-1(c)

 

o

Rule 13d-1(d)


The information required on 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

(Continued on following pages)

 

(Page 1 of 6 Pages)

CUSIP No. 911363109

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Page 2 of 6 Pages

 

 

 

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Colburn Music Fund

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                 (a) x

 

(b) o

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

California

NUMBER OF

SHARES

5

SOLE VOTING POWER

 

7,310,787

BENEFICIALLY

6

SHARED VOTING POWER

 

0

OWNED BY

 

EACH

 

REPORTING

7

SOLE DISPOSITIVE POWER

 

 

7,310,787

PERSON

 

WITH

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,310,787

10

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

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.0%

12

TYPE OF REPORTING PERSON

 

CO

 

 

CUSIP No. 911363109

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Page 3 of 6 Pages

 

 

ITEM 1.

 

 

(a)

Name of Issuer: United Rentals, Inc.

 

 

(b)

Address of Issuer’s Principal Executive Offices:

 

Five Greenwich Office Park

Greenwich, CT 06831

 

ITEM 2.

 

 

(a)

Name of Person Filing: Colburn Music Fund

 

 

(b)

Address of Principal Office:

 

1000 Wilshire Boulevard

Suite 340

Los Angeles, California 90017

 

 

(c)

Citizenship: California

 

 

(d)

Title of Class of Securities: Common Stock

 

 

(e)

CUSIP Number: 911363109

 

 

ITEM 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

 

(a)

o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

 

(b)

o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

 

(c)

o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)

 

 

(d)

o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

 

(e)

o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

 

 

(f)

o  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

 

CUSIP No. 911363109

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Page 4 of 6 Pages

 

 

 

(g)

o  A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

 

(h)

o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

 

(i)

o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

 

 

(j)

o Group, in accordance with §240.13d-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.

 

 

(a)

Amount beneficially owned:

 

7,310,787

 

 

(b)

Percent of class:

 

9.0%

 

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote:

 

 

7,310,787

 

 

(ii)

Shared power to vote or to direct the vote:

 

 

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:

 

 

7,310,787

 

 

(iv)

Shared power to dispose or to direct the disposition of:

 

 

0

 

 

 

CUSIP No. 911363109

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Page 5 of 6 Pages

 

 

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 o.

 

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

ITEM 7.

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

 

Not Applicable

 

ITEM 8.

Identification and Classification of Members of the Group

 

 

Not Applicable

 

 

ITEM 9.

Notice of Dissolution of the Group

 

The group consisting of Colburn Music Fund and The Colburn School was dissolved on April 26, 2006.

 

ITEM 10.

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

 

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Page 6 of 6 Pages

 

 

 

Dated: February 1, 2007

COLBURN MUSIC FUND

 

 

 

/S/ EUGENE KRIEGER  

 

Name:

Eugene I. Krieger

 

Title:

President