SecProbe.io

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

DIVISION OF
CORPORATION FINANCE
 Mail Stop 4631

May 5, 2016

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 29, 2016
  File No.  0-13292

Dear Mr.  Pratt :

We have reviewed your filing an d have the following comment .  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 busine ss days  by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comment applies  to your fact s and circums tance , please  tell us why in your response.

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

Definit ive Proxy Statement

Executive Compensation and Other Information, page 21

Long -Term Incentive Compensation, page 29

1. We note disclosure that performance -based awards (RSUs) are earned based on
achievement of a three -year cumulative EPS goal for corporate  named executive officers.
In future filings, please disclose the three -year cumulative EPS goals, the actual
achievement of such goals and how the actual awards are calculated.  Please consider an
illustrative example.

Mr. Keith E. Pratt
McGrath Rentcorp
May 5, 2016
Page 2

 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 compa ny 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 a t (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
Office of Manufacturing and
Construction