SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

November 10, 2005

By facsimile to (212) 698-3899 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.
	Registration Statement on Form S-1
	Filed October 14, 2005
File No. 333-128996

H&E Equipment Services LLC
Form 10-K year ended December 31, 2004
Forms 10-Q periods ended March 31, 2005 and June 30, 2005

Dear Mr. Engquist:

	We reviewed the captioned filings and have the comments
below.
Our page references below are to the courtesy copy of the
registration statement.

	Where indicated, we think that you should revise the document
in
response to the comments.  If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information.  We may raise additional
comments after reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your document.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.
1. We note that non-Rule 430A information is omitted throughout
the
S-1.  To the extent practicable, complete the information before
you
amend the S-1.

2. If you intend to include artwork in the registration statement,
submit the artwork for our review before the registration
statement`s
effectiveness.  For any artwork included in the registration
statement:

* Ensure that the artwork does not serve as a substitute for or as
a
supplement to the prospectus` summary and business sections.

* Ensure that any graphical presentation and accompanying text
provide a balanced view of H&E Equipment Services and its
business.

Outside Front Cover Page

3. We note that you omit an estimated price range for the
offering.
You may omit an estimated price range in the first amendment,
provided you give us adequate time to review the registration
statement with the estimated price range in it before requesting
acceleration of the registration statement`s effectiveness.  We
consider estimated price ranges of up to $2.00 if under $20.00 or
10%
if over $20.00 to be a good faith estimate for purposes of
requirements under the Securities Act.  Further, confirm that you
will include an estimated price range in the form of preliminary
prospectus distributed to prospective purchasers.  See Item
501(b)(3)
of Regulation S-K and the item`s instructions.

Industry and Market Data; Non-GAAP Financial Measures; Trademarks,
page i

4. Move the paragraphs regarding industry and market data, non-
GAAP
financial measures and trademarks so that they follow the summary
and
risk factors sections.  See Item 502 of Regulation S-K and section
IV.B. of Release No. 33-7497.

Non-GAAP Financial Measures, page i

5. We note your use of non-GAAP financial measures.  We have the
following comments:

* Please describe how you use EBITDA to evaluate performance of
your
operating segments given your disclosures in Note 18 that your
segment measure is gross profit.

* You describe the limitations associated with the use of the non-
GAAP measure EBITDA as a cash flow and liquidity measure; however,
you indicate you use it as a performance measure.  Revise your
discussions to address the material limitations associated with
the
use of your non-GAAP financial measure, consistent with how you
use
such measure.  As such, you should describe the material
limitations
associated with any performance measure that does not include
interest, taxes, depreciation and amortization.

* Discuss the manner in which you compensate for these limitations
when using the non-GAAP financial measure.

Refer to Question 8 of the Frequently Asked Questions Regarding
the
Use of Non-GAAP Financial Measures, dated June 13, 2003, available
at
www.sec.gov.

Summary, page 1

6. Disclosure in the Summary and Business sections that the
regions
in which H&E Equipment Services operates "are minimally impacted
by
seasonality" appears inconsistent with disclosure in the seventh
risk
factor and elsewhere that H&E Equipment Services` sales and rental
activity tends to be lower in the winter.  Please reconcile the
disclosures.

Risk Factors, page 12

7. This section`s first paragraph states that "Additional risks
and
uncertainties not presently known to us or that are currently
deemed
immaterial may also impair our business, financial condition and
operating results."  Since H&E Equipment Services must disclose
all
risks that it believes are material, delete this sentence.

8. Include in each risk factor`s discussion information necessary
to
assess the risk, including its magnitude.  For example:

* The second risk factor states that H&E Equipment Services will
require a significant amount of cash to service its indebtedness.
Quantify the amount of cash that H&E Equipment Services will
require
to service its indebtedness on a during the next 12 months.

* The fourth risk factor states that H&E Equipment Services is
subject to a court`s judgment that could have an adverse effect on
its business.  Update the disclosure to discuss the consequences
or
effects of the denial of H&E Equipment Services` appeal by the
Court
of Appeals of North Carolina on October 18, 2005.

* The tenth risk factor states that H&E Equipment Services` rental
fleet is subject to residual value risk upon disposition.  Include
quantitative data, if available, that illustrate H&E Equipment
Services` experience in disposing of its rental fleet in order to
convey the importance of this risk.  As you have identified this
as a
material risk, it seems appropriate that you should elaborate upon
it
and the impact it has and is likely to have on your financial
condition and results of operations in MD&A as well.

9. Since the financial statements of H&E LLC are included in the
registration statement, provide risk factor disclosure about the
ineffectiveness of the disclosure controls and procedures of H&E
LLC
as of December 31, 2004, if you believe any material risk to new
investors results therefrom.  We note the disclosure in the
thirtieth
risk factor about H&E Equipment Services` internal controls on a
prospective basis.

10. We note your disclosure in the risk factor entitled "We are
subject to a court`s judgment that could have an adverse effect on
our business" on page 14, in note 14 on page F-27 and elsewhere in
the prospectus that "while we are appealing this judgment, we
believe
that even if there is a reduction in the amount of damages awarded
to
the plaintiff on appeal, the judgment could have an adverse effect
on
our business."  We understand that you have already accrued $17.4M
for the loss, and that you have posted a letter of credit in
connection with the appeal.  Please elaborate on how the judgment,
or
any reduced judgment, could have an adverse effect on your
business,
here and elsewhere in the document where similar disclosure
appears.

11. In the risk factor entitled "Our new equipment suppliers may
appoint additional distributors . . .", please clarify the nature
of
the "exclusive responsibility" you have for selected markets,
given
that you also state that the manufacturers retain the right to
appoint additional dealers and sell directly to national accounts
and
governmental agencies.

12. Ensure that each risk you include describes a meaningful,
material risk.   Speculative disclosure about any risk that could
possibly materialize is not helpful to investors.  For example,
the
disclosure under "Our rental fleet is subject to residual value
risk
upon disposition" on page 16 does not seem to present a material
risk
given that you disclose on page 62 that for 2004, you sold used
equipment from your rental fleet at an average selling price of
130.3% of book value.  Similarly, we question whether disclosure
under "We could be adversely affected by environmental and safety
requirements . . ." on page 19 is really a material risk given
disclosure on page 68 that you "do not expect to incur material
capital expenditures for environmental controls or compliance."
Please remove these items as risk factors or revise them to
clarify
why they present a meaningful risk.  Review and revise as
necessary
other risk factors to comply with this comment.

Dilution, page 27

13. We note that the comparative table excludes shares issuable
upon
exercise of options that H&E Equipment Services expects to grant
under its proposed stock incentive plan.  The requirement for
including shares subject to options in the comparative table
pertains
also to any shares that directors, officers, promoters, and
affiliated persons "have the right to acquire."  See Item 506 of
Regulation S-K.  Revise so that the table includes all shares that
directors, officers, promoters, and affiliated persons have the
right
to acquire.  We note the disclosure in the first full paragraph on
page 79.

Unaudited Pro Forma Consolidated Financial Data, page 28

14. Clarify in the headnotes to your pro forma consolidated
financial
data that the pro forma results for the year ended December 31,
2004
was materially impacted by Eagle LLC`s $13.5 million gain on debt
restructuring and that future results will not reflect such
material
nonrecurring charges.

15. Clarify in the headnotes to your pro forma consolidated
financial
data the ownership interests in Eagle held by Mr. Bagley, your
Chairman, and Mr. Sharp, one of your executives.

16. Please remove your non-GAAP financial measures and other data
from the face of your pro forma financial information on pages 31-
32.
Refer to Item 10(e)(ii)(D) of Regulation S-K and Rule 11-02 of
Regulation S-X.

17. We note your pro forma condensed statement of operations does
not
disclose income (loss) from continuing operations before
nonrecurring
charges or credits directly attributable to the transaction.  In
this
regard, please revise your pro forma financials to present such a
line item and highlight that the one-time payment of approximately
$8.0 million to the affiliates of BRS as described in note (5) on
page 33 has not been included in these pro forma condensed
statement
of operations.  Refer to Rule 11-02(b)(5) of Regulation S-X.

Note (10) to the Unaudited Pro Forma Condensed Combined Statements
of
Operations

18. We note that Eagle High Reach Equipment, Inc. has historically
elected under the Internal Revenue Code to be taxed as an "S"
Corporation.  Expand your disclosure to address whether the
Company
can/will continue to make this election and if not, what impact it
will have on its current and future income tax provisions.

Note (2) to the Unaudited Pro Forma Condensed Combined Balance
Sheet
and Note (15) to the Unaudited Pro Forma Condensed Combined
Statements of Operations

19. We note, as indicated on page F-67, the minority interest
reflected on Eagle High Reach Equipment`s balance sheet and
statement
of operations results from its 50% ownership interest in Eagle LLC
which it consolidates in accordance with FIN 46R.  Revise your
disclosure to clarify how your acquisition of Eagle High Reach
eliminates its minority interest related to Eagle LLC.
Specifically
address how you applied the guidance set forth in FIN 46R.

20. Please describe the factors that contributed to a purchase
price
that resulted in the recognition of goodwill.  Refer to paragraph
51b
of SFAS 141.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 38

21. For any credit facility or other financial instrument that
requires H&E Equipment Services to satisfy specified financial
ratios
and tests, state what the limits of all material financial ratios
and
tests are.  Also indicate whether H&E Equipment Services is in
compliance with them.  We note the disclosure in the third risk
factor.

22. The information in the table regarding the types of rental
equipment units you have and the percentages of total units that
each
type of unit comprises is not consistent with similar disclosure
on
page 61 in the Business section.  Please reconcile.

Critical Accounting Policies, page 43

23. We note your rental equipment makes up approximately 60% of
your
total assets at December 31, 2004.  Given the significance of
these
assets, we believe that it is appropriate to include a discussion
of
your accounting for these assets within Critical Accounting
Policies.
Please provide a sensitivity analysis such that a reader would
understand the impact of a 5-year change in useful life for each
category of equipment as well as a 5% change in salvage value on
your
results of operations.

Business, page 60

24. Disclosure in the first full paragraph on page 65 indicates
that
H&E Equipment Services` customer relationship management system is
currently being implemented.  State the known or estimated
completion
date for the implementation.

25. Your risk factor on page 16 entitled "Our new equipment
suppliers
may appoint additional distributors . . ." suggests that your
distribution agreements with OEMs typically give you "exclusive"
responsibility for selected markets.  Please elaborate on the
material terms of your typical agreements in this section.  For
example, you should discuss the exclusive nature of those
contracts
and clarify the limitations on exclusivity that are suggested by
the
risk factor.  Also disclose whether the contracts are for any
particular term and that the contracts can generally be terminated
by
the suppliers without cause.  If you are substantially dependent
upon
any particular contract, please file it as an exhibit to the
registration statement.

26. Expand the disclosure under "Competition" on page 68 to
address
these items:

* If H&E Equipment Services knows or has reason to know that one
or a
small number of competitors is dominant in the industry, identify
the
competitors.

* If negative factors pertaining to H&E Equipment Services`
competitive position exist, explain the factors if they are known
or
reasonably available to H&E Equipment Services.

See Item 101(c)(1)(x) of Regulation S-K.

Management, page 72

27. In the biographical paragraph of Mr. Bradley W. Barber,
describe
briefly his business experience during the past five years.  See
Item
401(e)(1) of Regulation S-K.

28. Disclosures under "Committees of Our Board of Directors"
indicate
that:

* The board of directors will nominate a third director to the
audit
committee.

* The board of directors will nominate a third director to the
compensation committee.

* The board of directors will designate a corporate governance and
nominating committee that will consist of three members.

Specify when the board of directors will take these actions.

29. Expand the disclosure in the third paragraph under "Deferred
Compensation Plans" on page 79 to identify the persons to whom the
compensation is owed.

Stock Incentive Plan, page 77

30. As indicated in the last paragraph of this section, we note
that
you intend to grant options to your employees in connection with
the
consummation of this offering.  Disclose the exercise price of the
options to be granted to employees and address whether or not the
exercise price will be less than the IPO price of the common
shares
being offered.  In the event that the exercise price is
anticipated
to be less than the IPO price, expand your disclosures to address
any
material stock compensation costs herein and in the pro forma
financial statements.

31. Please file the stock incentive plan as an exhibit to the
registration statement.

Principal Stockholders, page 80

32. Please identify by footnote or otherwise the natural person or
pers