SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549 -4631

DIVISION OF
CORPORATION FINANCE
         August 16, 2013

Via Facsimile
Mr. Keith E. Pratt
Chief Financial Officer
McGrath RentC orp
5700 Las Positas Road
Livermore, CA  94551 -7800

 Re: McGrath RentC orp
  Form 10 -K for Fiscal Year Ended December 31, 2012
Filed February 22, 2013
  File No.  0-13292

Dear Mr.  Pratt :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please  tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for  Fiscal Year Ended December 31, 2012

Financial Statements

Note 1 – Summary of Significant Accounting Policies

Revenue Recognition, page 65

1. We note your revenue recognition policy states that you recognize revenue for modular
building rental related services including dismantlement and return delivery on a straight
line basis over the term of the lease.  Please explain why you believe it’s appropriate to

Mr. Keith E. Pratt
McGrath Rentcorp
August 16, 2013
Page 2

 recognize these revenues over the lease term, rather than in the period the s ervices are
performed.

Comprehensive Income, page 70

2. Your disclosure states that comprehensive income and net income are equivalent for all
periods presented.  Please tell us whether or not you recognized in any period presented,
a foreign currency translation adjustment associated with your Canadian operations.  If
so, please explain why comprehensive income and net income are equivalent.

Note 5 – Benefit Plans

Stock Options, page 74

3. Please refer to ASC 718 -10-50 and provide all the required disclosures contemplated in
the guidance relating to your share based payment arrangements.  Please provide us with
your draft disclosure revisions as part of your response.

Closing Comments

We urge all persons who are responsible for the accuracy and a dequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applica ble Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

In responding to our comments, please provide  a written 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 any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Mr. Keith E. Pratt
McGrath Rentcorp
August 16, 2013
Page 3

 You may  contact Kevin Stertzel at (202) 551 -3723, if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551 -3768
with any other questions.

        Sincerely,

/s/ W. John Cash

        W. John Cash
        Branch Chief