SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~October 13~~January 4, ~~2005~~2006

H&E EQUIPMENT SERVICES L.L.C.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Louisiana	333-99589	72-1287046
(State or other jurisdiction	333-99587	(IRS Employer
(State or other jurisdiction of incorporation	333-99587 (Commission File Numbers)	(IRS Employer Identification No.)
of incorporation)	(Commission File Numbers)	Identification No.)

11100 Mead Road, Suite 200, Baton Rouge, Louisiana 70816

(Address of Principal Executive Offices, including Zip Code)

(225) 298-5200

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

On ~~October 13~~January 4, ~~2005~~2006, ~~H&E~~we ~~Equipment~~entered into ~~Services~~an agreement to acquire all of the capital stock of Eagle High Reach LEquipment, Inc.~~L.C.~~ and all of the equity interests of its subsidiary, Eagle High Reach Equipment, LLC (together, “~~H&E~~Eagle”), ~~Great~~for ~~Northern~~a ~~Equipment~~formula-based ~~Services~~purchase ~~L.L.C.~~price to be determined (~~together~~which, ~~with~~based on Eagle’s unaudited November 30, 2005 financial ~~H&E~~results, ~~the~~is ~~“Borrowers”~~currently estimated to be approximately $57.2 million), ~~H&E~~subject ~~Holdings~~to adjustment, Lplus assumed indebtedness of approximately $2.L0 million.C. The actual purchase price may be higher or lower, ~~GNE~~depending ~~Investments~~upon Eagle’s actual financial results through the end of the month immediately preceding the closing of the acquisition. Eagle High Reach Equipment, Inc., holds a 50% ~~H&E~~ownership ~~Finance~~interest ~~Corp.~~in its subsidiary, ~~General~~Eagle ~~Electric~~High ~~Capital~~Reach ~~Corporation~~Equipment, LLC, and SBN Eagle LLC holds the ~~Lenders~~remaining 50%. ~~party~~Because ~~thereto~~in the proposed acquisition we would acquire the ownership interests held by each party, ~~entered~~the ~~into~~purchase ~~Amendment~~price Nowould be divided equally between them. 8 Eagle tois a construction and industrial equipment rental company serving the ~~Credit~~southern ~~Agreement~~California construction ~~dated~~and ~~June 17~~industrial markets out of four locations. Eagle’s principal business activity is renting aerial work platforms, which represents approximately 75% of that ~~2002~~company’s ~~(“Amendment~~revenues. The NoEagle acquisition provides us with entry into the high growth southern California market and a platform for further expansion on the West Coast. ~~8”)~~ Gary W. ~~Principally~~ Bagley, ~~the~~our ~~amendment~~Chairman, ~~(1)~~serves ~~increases~~as the ~~aggregate~~Chief ~~revolving~~Executive ~~loan~~Officer ~~commitment~~and ~~from~~a ~~$150.0 million~~manager toof Eagle High Reach Equipment, LLC and ~~$165.0 million;~~also ~~(2)~~serves ~~increases~~as the ~~block~~interim onChief ~~availability~~Executive Officer and a director of ~~assets~~Eagle ~~from~~High ~~$15~~Reach Equipment, Inc.~~0 million~~ Kenneth toR. ~~$16~~Sharp, Jr.~~5 million~~, ~~based~~one onof ~~the~~our ~~total~~executives, ~~borrowing~~serves ~~base~~as a director of Eagle High Reach Equipment, ~~assets;~~Inc. In addition, Mr. Bagley and (Mr. Sharp hold approximately 25.3)% ~~increases~~and 6.0%, respectively, of the ~~lien~~ownership interests ~~basket~~in ~~for~~Eagle ~~purchase~~High ~~money~~Reach ~~indebtedness~~Equipment, ~~and~~Inc. Our ~~conditional~~proposed acquisition of Eagle is subject to the receipt of financing ~~sale~~and orthe ~~other~~satisfaction ~~title~~of ~~retention~~customary ~~agreements~~closing ~~with~~conditions. In ~~respect~~addition, the acquisition agreement is subject to ~~equipment,~~termination ~~from~~by either party under certain circumstances if the ~~$90~~closing has not occurred on or before February 28, 2006.~~0 million~~ We tohave made a $~~125~~2.0 million cash deposit into escrow against payment of the purchase price. If Inthe ~~connection~~acquisition ~~with~~agreement ~~this~~terminates ~~amendment~~due to our failure to obtain financing (except under certain circumstances), or if Eagle elects to terminate wethe ~~paid~~acquisition aagreement ~~loan~~because ~~amendment~~we ~~fee~~are in material breach of ~~$81~~our obligations under the acquisition agreement,~~250~~ Eagle will be entitled to retain this $2.0 million deposit.

~~Amendment~~ The Noforegoing description of the Eagle acquisition agreement does not purport to be complete and is qualified in its entirety by reference to the agreement. 8 A copy of the Eagle acquisition agreement is attached hereto as ~~exhibit 10~~Exhibit 2.1~~(h),~~ and is incorporated ~~herein~~ by reference herein.

Item 9.01 Financial Statements and Exhibits.

(c)		Exhibits
		10.1(h)		Amendment No. 8 to Credit Agreement dated as of October 13, 2005.

2.1 Acquisition Agreement, dated January 4, 2006.

SIGNATURES

According to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	H&E EQUIPMENT SERVICES L.L.C.	~~H&E EQUIPMENT SERVICES L.L.C.~~
Date: October 18, 2005
Date: January 5, 2006
	/s/ LESLIE S. MAGEE	~~/s/ LESLIE S. MAGEE~~
	By:	~~By:~~	Leslie S. Magee	~~Leslie S. Magee~~
	Its:	~~Its:~~	Chief Financial Officer	~~Chief Financial Officer~~

INDEX TO EXHIBITS

Exhibit No.		Description
10.1(h)		Amendment No. 8 to Credit Agreement among H&E Equipment Services L.L.C., Great Northern Equipment, Inc., H&E Holdings, L.L.C., GNE Investments, Inc., H&E Finance Corp., General Electric Corporation and the Lenders party thereto dated as of October 13, 2005.

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