Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ALESSI KEITH E
   2. Issuer Name and Ticker or Trading Symbol
H&E Equipment Services, Inc. [HEES] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Former Director
(Last)
(First)
(Middle)
C/O H&E EQUIPMENT SERVICES, INC., 11100 MEAD ROAD, SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
05/24/2011
(Street)

BATON ROUGE, LA 70816		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 (1) 05/24/2011   D   1,710 D $ 0 7,912 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ALESSI KEITH E
C/O H&E EQUIPMENT SERVICES, INC.
11100 MEAD ROAD, SUITE 200
BATON ROUGE, LA 70816		       Former Director

Signatures

 /s/ W. Scott Bozzell Attorney-in-Fact   05/25/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Reporting Person ended his service as a director of H&E Equipment Services, Inc. (the "Company") on May 24, 2011. In light of his many years of service to the Company, the Board of Directors of the Company approved an acceleration of the vesting on May 23, 2011 of the following shares of Company common stock, par value $0.01 per share ("Common Stock"), which were previously granted to the Reporting Person: (i) 166 shares of Common Stock which were scheduled to vest on June 30, 2011; (ii) 705 shares of Common Stock which were scheduled to vest on June 2, 2011; and (iii) 502 shares of Common Stock which were scheduled to vest on May 25, 2011. The Reporting Person's remaining unvested 1,710 shares of Common Stock, 706 shares of which he received on June 2, 2009 and 1,004 shares of which he received on May 25, 2010, were forfeited, as reported above, upon the termination of his service as a director.

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