SecProbe.io

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

DIVISION OF
CORPORATION FINANCE
 May 2 3, 2014

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

 Re: McGrath Rentcorp
  Definitive Proxy on Form 14A
Filed April 30, 2014
  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 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 , please  tell us why in your response.

After reviewing  the information you provide in response to these  comments, we may
have  additional comments.

Definitive P roxy Statement

Component I – Profitability, page 24

1. We note disclosure that the cash bonus has three corporate and divisional components of
its annual profitability goals – pre-tax income, rental return on rental equipment and total
company sales, genera l and administrative expenses and that you have disclosed both the
pre-tax income goal and amount actually achieved.  In future filings, please disclose the
goals and actual achievement amounts for rental return on rental equipment and total
company sales,  general and adm inistrative expenses achieved.

Mr. Keith E. Pratt
McGrath Rentcorp
May 23 , 2014
Page 2

 Long -Term Incentive Compensation, page 27

2. In future filings, please clearly disclose the factors, goals, and Compensia analysis used
to determine the amount of long -term equity compensation actually award ed to each of
your named executive officers.
Closing 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 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.

You may  contact Sherry Haywood at (202) 551 -3345 , if you have questions re garding
these comments .  Please contact me at (202) 551 -3768  with any other questions.

        Sincerely,

/s/ W. John Cash

        W. John Cash
        Branch Chief