SecProbe.io

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 Mail Stop 7010

						November 22, 2005

via U.S. mail and Facsimile

Howard L. Brown
Chief Financial Officer
Ahern Rentals, Inc.
4241 South Arville Street
Las Vegas, Nevada 89103

	Re:	Ahern Rentals, Inc.
Form S-4/A filed November 15, 2005
File No. 333-128688

Dear Mr. Brown:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-4/A filed November 15, 2005

Prospectus Summary, page 1

1. We note your response to prior comment seven.  Item 3(j) of
Form
S-4 requires a statement about whether or not dissenters` rights
of
appraisal exist and a cross-reference to information provided
pursuant to Items 18 and 19 of Form S-4.  Item 19 specifies
information that should be provided if the transaction registered
is
an exchange offer.  Please revise accordingly.

2. Revise this section to state the amount currently outstanding
under your amended credit facility.  State any additional amount
you
are permitted to incur under the credit facility.  We note that
the
credit facility permits you to incur a total of $175 million,
subject
to certain restrictions.

Non-GAAP Measures, page 8

3. We note your revisions and response to our prior comment 33.
Please revise to present consistently the Loss on Debt
Extinguishment
between the periods ending December 31, 2004 and September 30,
2005.
If you continue to show this as a reconciling item, please rename
the
non-GAAP measure as "adjusted EBITDA."

Risk Factors, page 11
Risks Relating to the Notes, page 11
The collateral securing the notes, page 12

4. We note your reference to an appraiser on page 13.  Please note
that to the extent that you reference an appraiser in the
registration statement, you must file the consent of the appraiser
pursuant to Securities Act rule 436(b).

Risks Relating to our Business, page 16

5. We note your response to prior comment 18.  Please tell us how
you
determined that the terms of the leases reflect market terms and
rental rates that are not more favorable than the Company would
expect from a third-party lessor.  In addition, tell us what
consideration you gave to whether the market terms and rental
rates
paid by the Company to the related party(ies) are less favorable
than
the terms and rates that could be received from a third-party
lessor.
In this regard, we note the disclosure on page 111 stating that
the
"properties are not materially different from each other in size,
facilities or purpose"; however, it appears that on average, the
amount being paid for the 21 properties leased from the related
party(ies) is higher than the amount being paid for the properties
leased from third parties.  We may have further comment based upon
your response.

The Exchange Offer, page 22
Procedures for Tendering Notes, page 24

6. We note the disclosure in the last bullet at the top of page
25.
Please disclose the basis upon which you will determine whether
material conditions have been satisfied and note that you must
include an objective standard for the determination of whether a
condition has been satisfied.

Description of the Notes, page 30
Repurchase at the Option of Holders, page 39
Change of Control, page 39

7. As previously requested, please revise to clearly and concisely
describe what would constitute a "change of control."  This
information should be reasonably clear from the context of the
disclosure and shareholders should not have to repeatedly refer to
a
definitional section.

Contractual Obligations, page 102

8. We note your revisions and response to our prior comment 40;
however, it is not apparent from your filing how the future
interest
amounts were derived.  Please disclose the assumptions you used to
derive these amounts.

Qualitative and Quantitative Disclosure About Market Risk, page
104

9. We note your response to prior comment 42.  Please revise this
section to disclose the information required by Item 305 of
Regulation S-K with regard to any market risk you face from your
variable interest rate loans, particularly with respect to your
amended credit facility.

Security Ownership of Certain Beneficial Owners and Management,
page
116

10. Regulation S-K Item 403(a) and (b) each require the
information
regarding security ownership by beneficial owners and management
to
be provided "in substantially the tabular form indicated" in the
item.  Therefore, as previously requested in prior comment 47, you
should include the information in tabular format as required in
Item
403.

Certain Relationships and Related Transactions, page 116

11. We note your description of your related party transactions.
Please represent to us that the terms of these transactions are
not
materially less favorable than those that would have been obtained
in
a comparable transaction with an unrelated person consistent with
the
terms and covenants of the notes as disclosed on page 50.

12. It appears that the information provided in this section on
page
117 regarding the non-cash distribution to shareholders is
inconsistent with the information regarding the non-cash
distribution
discussed in Note 5 to the financial statements.  Please
reconcile.

13. We note your response to prior comment 49.  Please confirm
that
the statement made in paragraph one on page 119 regarding loans to
officers refers to the loans to officers listed in the subsequent
paragraphs.  Otherwise, you should revise this section to discuss
the
loans made to any officers that are not disclosed.

Exhibit 99.1 - Letter of Transmittal

14. Instruction 7 regarding the waiver of irregularities appears
to
conflict with the disclosure in the prospectus and your response
to
our prior comment 26 stating that if you waive a defect or
irregularity of tender for one holder it will be applied on the
same
terms to all noteholders.  Please revise accordingly.

15. It appears that in instruction 10, the company reserves the
right
to waive satisfaction of conditions in the prospectus.  Please
revise
this statement to make clear that you will not waive the
ineligibility of any holders who seek to tender notes in the
exchange
offer made pursuant to the Exxon Capital line of no-action
letters.
In this regard, we note your response to prior comment 27.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct questions on accounting comments to Bret
Johnson,
Staff Accountant, at (202) 551-3753 or, in his absence, to Nathan
Cheney, Assistant Chief Accountant, at (202) 551-3714.  Direct
questions on disclosure issues to Tamara Brightwell, Staff
Attorney,
at (202) 551-3751 or, in her absence, to the undersigned at (202)
551-3767.

	Sincerely,

	Jennifer R. Hardy
	Branch Chief

cc: 	Robert J. Moorman
	Jason M. Brauser
	Stoel Rives LLP
	900 SW Fifth Avenue, Suite 2600
	Portland, Oregon 97204

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Howard L. Brown
Ahern Rentals, Inc.
November 22, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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