SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
        August 9, 2007

Keith E. Pratt
Chief Financial Officer
McGrath RentCorp
5700 Las Positas Road
Livermore, CA 94551-7800

Re: McGrath RentCorp
Form 10-K for Fiscal Year Ended December 31, 2006
  File No. 0-13292

Dear Mr. Pratt:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE FISCAL YE AR ENDED DECEMBER 31, 2006

Selected Financial Data, page 25

1.  We note your presentation of the non- GAAP measure “EBITDA” and have the
following comments.

• You indicate that you believe this m easure is useful in evaluating your
liquidity and financial condition, and you also indicate that management as
well as your lender utilizes this meas ure in evaluating the performance of
the business.  You state in your MD&A on page 27 that several of the loan

Keith Pratt
McGrath RentCorp
August 9, 2007
Page 2
covenants and the determination of the interest rate related to your
revolving line of credit are expresse d by reference to this financial
measure.  As these statements imply that this measure is being used as both
a liquidity and performance measure, you are required to reconcile this
measure to the most directly comparable GAAP financial measure which would be “Net Cash Provided by Operating Activities” for liquidity and “Net Income” for performance.  Please tell us the manner in which
management is using this non-GAAP measure to conduct or evaluate its business.
• Since the measure you disclose as EBITDA excludes items in addition to
what this acronym suggests, please revise future filings to re-name this
measure to better indicate what it ex cludes.  Refer to Question 14 of our
Frequently Asked Questions (FAQ)  regarding the use of non-GAAP
Financial Measures issued in June 2003 on our website.
• Since the measure excludes non-cash stock compensation expense, please revise future filings to provide all disclosures required by SAB Topic 14:G,
including the disclosure s referenced in Question 8 of the FAQ on our
website.
• You also discuss this measure and its use by your lenders on page 40 under
your discussion of liquidity and capital resources.  Please refer to Question
10 of the FAQ on our website and provide the suggested additional
disclosures in your future filings.

Exhibit 31 – Section 302 Certifications

2. We note the introduction which identifies the certifying individual and includes
that individual’s title, which is not required as the certi fying officer is signing the
certificate in a personal capacity.  In your future annual and quarterly filings, please provide your certifications using the exact language as provided in Item
601(b)(31)(i) of Regulation S-K.

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Keith Pratt
McGrath RentCorp
August 9, 2007
Page 3
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Bret Johnson at (202 ) 551-3753 or me at (202) 551-3768 if you
have questions regarding our comments.

Sincerely,

John Cash
Accounting Branch Chief