AMENDMENT NO.1 TO REGISTRATION AGREEMENT

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                                                                Exhibit 10.4(ii)

                               AMENDMENT NO.1 TO
                             REGISTRATION AGREEMENT


     THIS AMENDMENT NO.1 to Registration Agreement (this "Agreement") is dated
as of December 31, 1996 by and among National Equipment Services, Inc., a
Delaware corporation (the "Company"), Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV,
L.P., a Delaware limited partnership (the "Investor"), Xxxxx Xxxxxxx
("Xxxxxxx"), Xxxx Xxxxxxxxx ("Xxxxxxxxx") and Xxxxxx X'Xxxxxx ("X'Xxxxxx").
This Agreement amends the Registration Agreement, dated as of June 4, 1996 (the
"Original Agreement"), between the Company, the Investor, Xxxxxxx and
Ingersoll.  Capitalized terms used but not defined herein shall have the
meanings assigned them in the Original Agreement.

     WHEREAS, the parties hereto now desire to amend the Original Agreement as
set forth herein;

     NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree to amend
the Original Agreement as follows:


Section  1. Amendments to Original Agreement.  As of the date hereof, the
     Original Agreement shall be amended as follows:

     1.1. Section 8(c) of the Original Agreement shall be and hereby is amended
by (a) deleting the words "and Executive Registrable Securities" and replacing
them with the words ," Executive Registrable Securities and Seller Registrable
Securities" in the first and second lines thereof and (b) deleting the words
"or Investor" and replacing them with the words ", Investor or Seller" in the
third line thereof.

     1.2. A new Section 8(d) is hereby added to the Original Agreement, to be
inserted immediately after Section 8(c) of the Original Agreement and to read
as follows:

     "(d) "Seller Registrable Securities" means (i) any Class A Common issued
pursuant to the Stock Purchase Agreement, dated on or about January 6, 1997,
between the Company and Industrial Crane Maintenance Systems, Inc. (the "ICMS
Purchase Agreement")  (whether issued before, on or after the date hereof),
(ii) any Class B Common issued pursuant to the ICMS Purchase Agreement (whether
issued before or after the date hereof), (iii) any other Common Stock issued or
issuable with respect to the securities referred to in clauses (i) and (ii) by
way of a Reorganization, and (iv) any other shares of Common Stock held by
Persons holding securities described in clauses (i) to (iii), inclusive, above;
provided that in the event that pursuant to a Reorganization, equity

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securities are issued which are Non-Participating Securities, such
Non-Participating Securities will not be Seller Registrable Securities."

     1.3. The Original Agreement shall be and hereby is amended by adding
X'Xxxxxx as a party thereto.  X'Xxxxxx hereby agrees to be bound by all of the
covenants, terms and conditions contained in the Original Agreement, as
amended.  The parties hereto agree that the signature page hereto bearing
X'Xxxxxx'x signature constitutes a counterpart signature page to the Original
Agreement.

Section 2. Miscellaneous.

     2.1. Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     2.2. Governing Law.  This Agreement will be governed by and construed in
accordance with the domestic laws of the State of Illinois, without giving
effect to any choice of law or conflict of law provision or rule (whether of
the State of Illinois or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Illinois.

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.1
to Registration Agreement on the day and year first above written.


     NATIONAL EQUIPMENT SERVICES, INC.

     By:   /s/ Xxxxx Xxxxxxx
           -------------------------------------- 
     Its:  President


     GOLDER, THOMA, XXXXXXX, XXXXXX FUND IV, L.P.

     By:  GTCR IV, L.P.
     Its: General Partner

     By:  Golder, Thoma, Cressey, Rauner, Inc.
     Its: General Partner

     By:   /s/ Xxxx X. Xxxxx
           --------------------------------------
     Its:  Principal


     /s/ Xxxxx Xxxxxxx
     --------------------------------------------
     XXXXX XXXXXXX


     /s/ Xxxx X. Xxxxxxxxx
     --------------------------------------------
     XXXX XXXXXXXXX


     /s/ Xxxxxx X'Xxxxxx
     --------------------------------------------
     XXXXXX X'XXXXXX