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)~~: ~~August~~November 48, 2004

Date of earliest event reported: November 2, 2004

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 of incorporation	333-99587 (Commission File Numbers)	(IRS Employer 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)

~~Item~~Check 7.the ~~Financial~~appropriate ~~Statements~~box ~~and~~below ~~Exhibits.~~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 (c17 CFR 230.425) ~~Exhibits~~

~~99.1~~o Soliciting ~~Press~~material ~~Release~~pursuant ~~dated~~to ~~August~~Rule 4,14a-12 ~~2004~~under the Exchange Act (17 CFR 240.14a-12)

~~Item~~o Pre-commencement ~~12.~~communications ~~Results~~pursuant ofto ~~Operations~~Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Ono Pre-commencement ~~August~~communications 4,pursuant ~~2004,~~to weRule ~~issued~~13e-4(c) ~~a press release announcing our financial~~under ~~results for~~ the ~~first~~Exchange ~~quarter~~Act ~~ended June~~(17 ~~30,~~CFR ~~2004~~240. ~~A copy of the press release is attached as Exhibit 99.1.~~13e-4(c))

~~The~~Item ~~information~~9.01 inFinancial ~~this~~Statements ~~Form 8-K~~ and the attached exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filingExhibits.

2(c) Exhibits

~~SIGNATURES~~99.1 Press Release dated November 5, 2004.

AccordingItem to2.02 theResults 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.Operations

	H&E EQUIPMENT SERVICES L.L.C.
Date: August 4, 2004
	/s/ LINDSAY C. JONES
	By:	Lindsay C. Jones
	Its:	Chief Financial Officer

On November 5, 2004, we issued a press release announcing our financial results for the third quarter ended September 30, 2004. A copy of the press release is attached as Exhibit 99.1.

3The information in this Form 8-K and the attached exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

~~INDEX~~Item TO5.02 ~~EXHIBITS~~Departure of Principle officer

Exhibit No.		Description
99.1		Press Release issued by H&E Equipment Services L.L.C. on August 4, 2004 announcing earnings for the quarter ended June 30, 2004.

On November 2, 2004, Lindsay Jones announced that he will resign from the position of Chief Financial Officer of H&E Equipment Services, L.L.C. (the "Company") following a transition period. The Company will file a disclosure on Form 8-K upon the appointment of a successor to Mr.Jones.

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.

Date: November 8, 2004

	/s/ LINDSAY C. JONES
	By:	Lindsay C. Jones
	Its:	Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.		Description

99.1		Press Release issued by H&E Equipment Services L.L.C. on November 5, 2004 announcing earnings for the quarter ended September 30, 2004.

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