SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010         October 28, 2008    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, 2007
  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 FISCAL YE AR ENDED DECEMBER 31, 2007

Cover Page

1. Since Nasdaq is now an exchange, please indicate in future filings that your
common stock is registered under Section 12(b) of the Act.

Keith Pratt
McGrath RentCorp
October 28, 2008
Page 2
Item 1A. Risk Factors, page 13

2. In future filings, please delete the third and fourth sentences in the first paragraph
in this section.  All material risks should  be described.  If risks are not deemed
material, you should not reference them.
 DEFINITIVE PROXY STATEMENT

 Executive Compensation and Other Information, page 14

2007 Executive Compensation Elements, page 16
 3. We note that the 2007 profitability com ponent of the executiv e officers’ incentive
awards was based on the company’s pre-tax income and that a new profitability component for 2008 is rental return on rent al equipment.  In future filings, please
disclose in greater detail how these financial performance components were
calculated.  For example, quantify the gross margin on rents, direct SG&A, and the monthly average original ac quisition costs of equipment.  See
 Item
402(b)(2)(v) and (vi) of Regula tion S-K.  Please also descri be in greater detail the
elements of personal annual prioritie s that are taken into account when
determining annual cash incentive bonus es for each named executive officer.  See
Item 402(b)(2)(vii) 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.
  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

Keith Pratt
McGrath RentCorp October 28, 2008
Page 3

• 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 (2 02) 551-3753 or John Cash at (202)
551-3768 if you have questions regarding our comments on the financial statements and
related matters.  Please cont act Dorine Miller at (202) 551- 3711 or Brigitte Lippmann at
(202) 551-3713 with any other questions.
Sincerely,    John Hartz Senior Assistant Chief Accountant