SecProbe.io

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

DIVISION OF
CORPORATION FINANCE
         September 27 , 2013

Via Facsimile
Mr. 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, 2012
Filed February 22, 2013
Response Letter Dated September 19, 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
respo nse.  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 t o 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 response to our prior comment number one and are unable to agree with
your conclusion.  ASC 840 -10-15-8 states that agreements meet the definition of a lease
even though substantial services may be called for in connection with the operation o r

Mr. Keith E. Pratt
McGrath Rentcorp
September 27 , 2013
Page 2

 maintenance of such assets.  It appears your fees for dismantlement and return delivery
are outside of the scope of ASC 840, as they do not involve the operation or maintenance
of the assets.  As such, it continues to appear these elements of your arrang ements should
be separated as required by ASC 840 -10-15-19 and accounted for in accordance with
ASC 605 -25-15-3A(b).  Please provide us with an enhanced explanation of why you
believe these other elements of your agreements should not be bifurcated and acc ounted
for separately.
2. We note your revenue recognition accounting policy disclosure regarding your Adler
Tank business appears to indicate  you account for revenues relating to the delivery,
removal, and cleaning of tanks and boxes, in the period the serv ices are performed.  As
such, it’s unclear why you believe return delivery revenues associated with modular
buildings should be accounted for over the term of the lease, while return revenues and
other services associated with tanks and boxes should be rec ognized in the period the
services are performed.  Please explain how these services and the underlying facts and
circumstances are different, such that different accounting treatment is warranted.

Closing Comments

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