SecProbe.io

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 April 24, 2025

Keith Pratt
Chief Financial Officer
McGrath RentCorp
5700 Las Positas Road
Livermore, CA 94551

 Re: McGrath RentCorp
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 000-13292
Dear Keith Pratt:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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     April 17, 2025   VIA EMAIL, OVERNIGHT MAIL AND EDGAR Abe Friedman Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: McGrath RentCorp Form 10-K for Fiscal Year Ended December 31, 2024 Form 8-K Furnished February 19, 2025 File No. 000-13292 Dear Mr. Friedman: On behalf of McGrath RentCorp, a California corporation (the “Company”), we submit this letter in response to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated March 26, 2025 (the “Staff Letter”) with respect to the Company’s Form 10-K filed February 19, 2025 (the “Form 10-K”) and Form 8-K furnished February 19, 2025 (the “Form 8-K”). For the Staff’s convenience, we have reproduced the comment from the Staff Letter in full below and the comment is followed by the Company’s response. This letter is being sent via email to CFTradeandServices@sec.gov and will be filed on EDGAR tagged as correspondence. Form 10-K for Fiscal Year Ended December 31, 2024   Management’s Discussion and Analysis of Financial Condition and Results of Operations Adjusted EBITDA Reconciliation of Adjusted EBITDA to Net Cash Provided by Operating Activities, page 46   Staff’s Comment 1. Please revise your reconciliation here and in your earnings releases in Form 8-K to begin with the most directly comparable GAAP measure and reconcile to the non-GAAP measure. Refer to Question 102.10(b) of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures ("C&DI").   Company’s Response: In future filings with the Commission, beginning with the Company’s Form 10-Q and earnings release for the period ended March 31, 2025 to be filed on Form 8-K, we will adjust the order of the reconciliation table to begin with the GAAP measure of net cash provided by operating activities to

 Securities and Exchange Commission April 17, 2025 Page 2
 Adjusted EBITDA, the non-GAAP measure. For illustration only, an example of the revised table for the fiscal year ended December 31, 2024 would be the following:   1. Adjusted EBITDA is defined as income from operations before interest expense, provision for income taxes, depreciation, amortization, share-based compensation and non-operating transactions   Liquidity and Capital Resources Cash Flows from Operating Activities, page 47   Staff’s Comment   2. Please provide a more informative analysis and discussion of changes in reported operating cash flows, including changes in working capital components, for each period presented. In doing so, explain the underlying reasons and implications of material changes between periods to provide investors with an understanding of trends and variability in reported operating cash flows. Ensure your discussion and analysis is not merely a recitation of changes evident from the financial statements. We note in your current analysis you refer to gain on merger termination and gain on sale of discontinued operation that are noncash items that do not affect operating cash. We also note net income taxes paid materially decreased in 2024 from 2023 but this is not cited as a factor contributing to the increase in reported operating cash between these periods. Refer to Item 303(a) of Regulation S-K and the introductory paragraph of section IV.B and paragraph B.1 of Release No. 33-8350 for guidance   Company’s Response: In future filings with the Commission, beginning with the Company’s Form 10-Q for the period ended March 31, 2025, we will enhance our discussion of changes in operating cash flows to identify material underlying operating trends or reasons causing the variability between periods. For illustration only, a more informative analysis and discussion for fiscal year 2024 would be the following:   “Cash Flows from Operating Activities: The Company’s operations provided net cash flows of $374.4 million for 2024, compared to $95.3 million in 2023. The $279.0 million increase in net cash provided by operating activities was attributable to the contractual merger termination payment from

 Securities and Exchange Commission April 17, 2025 Page 3
 WillScot Mobile Mini after deducting the Company’s transaction costs, which contributed $116.8 million in 2024. In addition, there was $61.6 million higher cash provided from the increase in accounts payable at December 31, 2024 compared to a large decrease in 2023, caused by the payment timing of unpaid rental equipment acquisitions and other trade accounts payable. Further, the Company’s deferred income taxes increased $55.5 million in 2024 compared to 2023, primarily due to $55.0 million higher tax payments made in 2023 due in part to the taxes paid on the gain on sale of the Adler Tanks discontinued operation. Finally, accounts receivable provided $43.9 million higher cash flows in 2024 compared to 2023, primarily due to improved collections of customer billings during the end of 2024.”     Funding of Rental Asset Growth, page 47   3. Please revise the description of "Cash available for purchase of rental equipment" and "Cash available for other purposes" to state that it is "operating cash" (or similar description) available for these purposes because this is what the measure appears to represent. Refer to Item 10(e)(1)(ii)(E) of Regulation S-K and Question 100.05 of the C&DI.   Company’s Response: The description of “Cash available for purchase of rental equipment” and “Cash available for other purposes” is to provide investors additional information and insights regarding the other primary sources and uses of cash outside of cash provided by operating activities. We believe this information provides insight regarding cash flows available to meet debt service obligations and working capital requirements. In future filings with the Commission, we advise Staff that beginning with the Company’s Form 10-K for the period ending December 31, 2025, for added clarity we will revise the table to reconcile cash provided by operating activities to “Adjusted free cash flow”. We define Adjusted free cash flow as cash provided by operating activities less payments for purchases of rental equipment and property, plant and equipment, and plus proceeds from sale of rental equipment and property, plant and equipment, which are included in cash flows from investing activities; excluding nonrecurring cash taxes paid on sale of discontinued operations and proceeds received from Willscot Mobile Mini merger termination, net of transaction costs. Please see below for an illustration of the revised disclosure and table for the fiscal year ended December 31, 2024: “The Company defines “Adjusted free cash flow” as cash provided by operating activities less payments for purchases of rental equipment and property, plant and equipment, and plus proceeds from sale of rental equipment and property, plant and equipment, which are included in cash flows from investing activities; excluding nonrecurring taxes paid in cash on sale of discontinued operations and the contractual merger termination payment from WillScot Mobile Mini after deducting the Company’s transaction costs. The Company believes that Adjusted free cash flow provides useful additional information regarding cash flow available to meet debt service obligations and other capital requirements. However, Adjusted free cash flow is not a measure of performance or liquidity under GAAP. Accordingly, Adjusted free cash flow should not be considered as an alternative to Net income or Cash provided by operating activities. The table below provides a reconciliation between Cash provided by operating activities and Adjusted free cash flow.

 Securities and Exchange Commission April 17, 2025 Page 4
 In addition to increasing its rental assets, the Company has periodically made acquisitions of businesses and business assets. During the year ended December 31, 2023, the Company transacted a total of $462.1 million in acquisition-related costs. There were no acquisition-related transactions during the years ended December 31, 2024 and 2022, respectively. The Company has used cash to provide returns to its shareholders in the form of cash dividends. The Company paid cash dividends of $46.8 million, $45.6 million and $44.3 million in the years ended December 31, 2024, 2023 and 2022, respectively.”     4. The lead-in to the table indicates the purpose of the table is to show how the sum of operating cash flows and proceeds from sales of used rental equipment relate to purchases of rental equipment. In this regard, it is not clear why proceeds from each of sale of net discontinued operation and net merger termination are included in the table. In particular, you disclose in the paragraph preceding the lead into the table the net merger termination proceeds were primarily used to paydown outstanding borrowings and the net discontinued operation proceeds were primarily used to expand your rental asset fleet through the purchase of Vesta Modular. Please advise.   Company’s Response: The intent of the lead-in to the table is to provide investors with the other primary sources and uses of cash in addition to cash provided by operating activities. We believe this information helps investors understand total available cash flows including investing activities, which can be used for other corporate purposes such as purchases of rental equipment, acquisitions of businesses, purchases of property, plant and equipment, payment of dividends, debt service obligations, etc. In future filings with the Commission, we advise Staff that beginning with the Company’s Form 10-K for the period ending December 31, 2025, for added clarity we will revise the table to reconcile cash provided by operating activities to “Adjusted free cash flow”. We define “Adjusted Free cash flow” as cash provided by operating activities less payments for purchases of rental equipment and property, plant and equipment and plus proceeds from sale of rental equipment and property, plant and equipment, which are included in cash flows from investing activities; excluding nonrecurring taxes paid in cash on sale of discontinued operations and the contractual merger termination payment from WillScot Mobile Mini after deducting the Company’s transaction costs. Please refer to our response to question 3 above for an illustration of the revised disclosure and table.

 Securities and Exchange Commission April 17, 2025 Page 5
 5. For the proceeds from sale of discontinued operation, net of tax for 2023 shown here, please explain to us if the tax amount is as accrued or paid. If paid, explain to us how you determined the amount paid; if accrued, explain to us why it is appropriate for this table that purports to represent cash availability.   Company’s Response: The proceeds from sale of the Adler Tanks discontinued operation of $202,706 was net of income tax paid during 2023. In consultation with our tax advisors, management estimated the required federal and state income tax payments that were due to be paid before December 15, 2023.     6. For 2024 you disclose proceeds from Willscot Mobile Mini merger termination, net of transaction costs of $116,841. This net amount is reported in net income, and net income is included in the cash provided by operating activities, so it appears this amount may be double counted in determining cash available in this table. Please advise.   Company’s Response: In future filings with the Commission, we advise Staff that beginning with the Company’s Form 10-K for the period ending December 31, 2025, reference to the net proceeds from the Willscot Mobile Mini termination will be appropriately included in the table reconciling Cash provided by operating activities to Adjusted free cash flow. Please refer to our response to question #3 above for an illustration of the revised table.     Notes to Consolidated Financial Statements Note 16. Segment Reporting, page 87   7. You mention your chief operating decision maker ("CODM") evaluates and assesses various factors regarding the performance of segments and allocation of resources but it appears you do not discuss how the CODM uses the reported segment measures of profit or loss in assessing performance and allocating resources pursuant to ASC 280-10-50-29.f. Please revise accordingly. Refer to the example in ASC 280-10-55-47.bb for guidance.   Company’s Response: In future filings with the Commission, we advise Staff that beginning with the Company’s Form 10-Q for the period ended March 31, 2025, the Segment Reporting footnote to the Company’s financial statements will include additional discussion explaining the resource allocation process as primarily determined by the Company’s Chief Operating Decision Maker. The resource allocation process is primarily focused on the management of the Company’s rental fleet and the related purchases of rental equipment, along with determination of employee headcount. The impact of resource allocation is assessed by analyzing gross profit, income from operations and income before provision for income taxes amongst other performance metrics as identified in the Other Selected

 Securities and Exchange Commission April 17, 2025 Page 6
 Information in the segment footnote. Please see below for an illustration of the revised segment disclosure. “FASB guidelines establish annual and interim reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. In accordance with these guidelines, the Company’s four reportable segments are Mobile Modular, Portable Storage, TRS-RenTelco and Enviroplex. The Company's Chief Operating Decision Maker ("CODM") Joe Hanna, Chief Executive Officer, and senior management focus on several key measures to evaluate and assess each segment’s performance, including rental, rental related services and sales revenue growth, gross profit, income from operations and income before provision for income taxes. In addition to the evaluation of the aforementioned key measures of each reportable segment, the CODM and senior management evaluate supplemental information by reportable segment, such as rental equipment acquisitions, fleet utilization, and average utilization, to further assess segment performance and the future allocation of Company resources. The CODM is the primary individual in control of resource allocation, and the allocation determinations are made in consultation with the Company’s senior management, of which the CODM is a member. The most significant allocation determinations made by the CODM pertain to purchases of rental equipment and employee headcount. These determinations are generally made as part of the annual budgeting process, with regular reviews occurring throughout the year that can result in allocation changes depending upon performance against budget. On a monthly basis, the CODM considers period end and average rental equipment utilization and budget-to-actual variances to gross profit, income from operations and income before provision for income taxes when making decisions about allocating capital and employee resources to the segments. Excluding interest expense, allocations of revenue and expense not directly associated with one of these segments are generally allocated to Mobile Modular, Portable Storage and TRS-RenTelco, based on their pro-rata share of direct revenues. Interest expense is allocated amongst Mobile Modular, Portable Storage and TRS-RenTelco based on their pro-rata share of average rental equipment at cost, goodwill, intangible assets, accounts receivable, deferred income and customer security deposits. The Company does not report total assets by business segment.”     Form 8-K Furnished February 19, 2025 Exhibit 99.1, page 1   8. You present fourth quarter highlights which includes your Adjusted EBITDA growth March 26, 2025 without similar

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<TEXT>
 March 26, 2025

Keith Pratt
Chief Financial Officer
McGrath RentCorp
5700 Las Positas Road
Livermore, CA 94551

 Re: McGrath RentCorp
 Form 10-K for Fiscal Year Ended December 31, 2024
 Form 8-K Furnished February 19, 2025
 File No. 000-13292
Dear Keith Pratt:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Managements Discussion and Analysis of Financial Condition and Results of
Operations
Adjusted EBITDA
Reconciliation of Adjusted EBITDA to Net Cash Provided by Operating Activities,
page 46

1. Please revise your reconciliation here and in your earnings releases in
Form 8-K to
 begin with the most directly comparable GAAP measure and reconcile to
the non-
 GAAP measure. Refer to Question 102.10(b) of the Compliance & Disclosure
 Interpretations on Non-GAAP Financial Measures ("C&DI").
Liquidity and Capital Resources
Cash Flows from Operating Activities, page 47

2. Please provide a more informative analysis and discussion of changes in
reported
 operating cash flows, including changes in working capital components,
for each
 period presented. In doing so, explain the underlying reasons and
implications of
 material changes between periods to provide investors with an
understanding of trends
 and variability in reported operating cash flows. Ensure your discussion
and analysis
 March 26, 2025
Page 2

 is not merely a recitation of changes evident from the financial
statements. We note in
 your current analysis you refer to gain on merger termination and gain
on sale of
 discontinued operation that are noncash items that do not affect
operating cash. We
 also note net income taxes paid materially decreased in 2024 from 2023
but this is not
 cited as a factor contributing to the increase in reported operating
cash between these
 periods. Refer to Item 303(a) of Regulation S-K and the introductory
paragraph of
 section IV.B and paragraph B.1 of Release No. 33-8350 for guidance
Funding of Rental Asset Growth, page 47

3. Please revise the description of "Cash available for purchase of rental
equipment" and
 "Cash available for other purposes" to state that it is "operating cash"
(or similar
 description) available for these purposes because this is what the
measure appears to
 represent. Refer to Item 10(e)(1)(ii)(E) of Regulation S-K and Question
100.05 of the
 C&DI.
4. The lead-in to the table indicates the purpose of the table is to show
how the sum of
 operating cash flows and proceeds from sales of used rental equipment
relate to
 purchases of rental equipment. In this regard, it is not clear why
proceeds from each
 of sale of net discontinued operation and net merger termination are
included in
 the table. In particular, you disclose in the paragraph preceding the
lead into the table
 the net merger termination proceeds were primarily used to paydown
outstanding
 borrowings and the net discontinued operation proceeds were primarily
used to
 expand your rental asset fleet through the purchase of Vesta Modular.
Please advise.
5. For the proceeds from sale of discontinued operation, net of tax for
2023 shown here,
 please explain to us if the tax amount is as accrued or paid. If paid,
explain to us how
 you determined the amount paid; if accrued, explain to us why it is
appropriate for
 this table that purports to represent cash availability.
6. For 2024 you disclose proceeds from Willscot Mobile Mini merger
termination, net of
 transaction costs of $116,841. This net amount is reported in net
income, and net
 income is included in the cash provided by operating activities, so it
appears this
 amount may be double counted in determining cash available in this
table. Please
 advise.
Notes to Consolidated Financial Statements
Note 16. Segment Reporting, page 87

7. You mention your chief operating decision maker ("CODM") evaluates and
assesses
 various factors regarding the performance of segments and allocation of
resources but
 it appears you do not discuss how the CODM uses the reported segment
measures of
 profit or loss in assessing performance and allocating resources
pursuant to ASC 280-
 10-50-29.f. Please revise accordingly. Refer to the example in ASC
280-10-55-47.bb
 for guidance.
Form 8-K Furnished February 19, 2025
Exhibit 99.1, page 1

8. You present fourth quarter highlights which includes your Adjusted
EBITDA growth
 March 26, 2025
Page 3

 without similar presentation of period over period impacts to the
comparable GAAP
 measure(s). When you present or discuss non-GAAP measures, please
present the
 most directly comparable GAAP measure(s) with equal or greater
prominence. Refer
 to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the
C&DI.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Abe Friedman at 202-551-8298 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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United States securities and exchange commission logo
August 10, 2020
Keith Pratt
Chief Financial Officer
MCGRATH RENTCORP
5700 Las Positas Road
Livermore, CA 94551-7800
Re:MCGRATH RENTCORP
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 25, 2020
Form 8-K Filed February 25, 2020
File No. 0-13292
Dear Mr. Pratt:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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mgrc-corresp.htm

VIA EDGAR

Adam Phippen
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C.  20549

Re:

McGrath RentCorp

Form 10-K for Fiscal Year Ended December 31, 2019

Filed February 25, 2020

Form 8-K Filed February 25, 2020

File No. 0-13292

Dear Mr. Phippen:

On behalf of McGrath RentCorp, a California corporation (the “Company”), we submit this letter in response to the comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated July 23, 2020 (the “Staff Letter”) with respect to the Company’s Form 8-K filed February 25, 2020 (the “Form 8-K”).

For the Staff’s convenience, we have reproduced the comment from the Staff Letter in full below and the comment is followed by the Company’s response.

FORM 8-K for Filed February 25, 2020

Exhibit 99.1, page 1

Staff’s Comment:

1.

Reference is made to your disclosure of full year 2020 expected Adjusted EBITDA. In future filings, please present a reconciliation (by schedule or other clearly understandable method), which shall be quantitative, to the extent available without unreasonable efforts, of the differences between the non-GAAP financial measures disclosed with the most directly comparable financial measure or measures calculated and presented in accordance with GAAP. Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.10 of the Division's Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.

Company’s Response:

In future filings where reference is made to expected Adjusted EBITDA, or other forward looking non-GAAP financial measures, the Company will present a reconciliation in accordance with Item 10(e)(1)(i)(B) of Regulation S-K, to the extent that such reconciliations are available without unreasonable efforts.  To the extent that such reconciliation is not available without unreasonable efforts, the Company will provide discussion regarding why the reconciliation requires unreasonable effort and why the Company is providing such forward-looking non-GAAP information.

*     *     *

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the Form 8-K, that comments of the Staff or changes in disclosures in response to comments of the Staff do not foreclose the Commission from taking any action with respect to the Form 8-K, and that 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.

Should you have any further questions or comments regarding the above-referenced filing, please feel free to contact the undersigned at (925) 453-3106 or David Whitney, our corporate controller at (925) 453-3196.  Thank you for your assistance.

Very truly yours,

/s/ Keith E. Pratt

Keith E. Pratt

Executive Vice President and Chief Financial Officer

cc:

Donna Di Silvio

Division of Corporation Finance
United States Securities and Exchange Commission

Tony Perazzo

Grant Thornton LLP

United States securities and exchange commission logo
July 23, 2020
Keith Pratt
Chief Financial Officer
MCGRATH RENTCORP
5700 Las Positas Road
Livermore, CA 94551-7800
Re:MCGRATH RENTCORP
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 25, 2020
Form 8-K Filed February 25, 2020
File No. 0-13292
Dear Mr. Pratt:
            We have limited our review of your filing to the financial statements and related
disclosures and 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K Filed February 25, 2020
Exhibit 99.1, page 1
1.Reference is made to your disclosure of full year 2020 expected Adjusted EBITDA.  In
future filings, please present a reconciliation (by schedule or other clearly understandable
method), which shall be quantitative, to the extent available without unreasonable efforts,
of the differences between the non-GAAP financial measures disclosed with the most
directly comparable financial measure or measures calculated and presented in accordance
with GAAP.  Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.10 of the
Division's Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameKeith Pratt
 Comapany NameMCGRATH RENTCORP
 July 23, 2020 Page 2
 FirstName LastName
Keith Pratt
MCGRATH RENTCORP
July 23, 2020
Page 2
            You may contact Adam Phippen at (202) 551-3336 or Donna Di Silvio at (202) 551-
3202 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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

DIVISION OF
CORPORATION FINANCE
 Mail Stop 4631

May 19 , 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing [s] to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

/s/ W. John Cash

        W. John Cash
        Branch Chief
Office of Manufacturing and
Construction

CORRESP
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CORRESP

 May 18, 2016

 VIA
FAX, OVERNIGHT MAIL AND EDGAR

 Kevin Stertzel

 Division
of Corporation Finance

 United States Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Re:
McGrath RentCorp

 Definitive Proxy on Form 14A

Filed April 29, 2016

 File
No. 0-13292

 Dear Mr. Stertzel:

 On
behalf of McGrath RentCorp, a California corporation (the “Company”), we submit this letter in response to the comment from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated May 5, 2016 (the “Staff Letter”) with respect to the Company’s Definitive Proxy on Form 14-A filed April 29, 2016 (the “Proxy”).

For the Staff’s convenience, we have reproduced the comment from the Staff Letter in full below and the comment is followed by the
Company’s response. This letter is being sent via facsimile to fax number 703-813-6968 and via overnight courier to your attention and will be filed on EDGAR tagged as correspondence.

Definitive Proxy Statement

Executive Compensation and Other Information, page 21

Long-Term Incentive compensation, page 29

Staff’s Comment:

1.
We note disclosure that performance-based awards (RSUs) are earned based on achievement of a three-year cumulative EPS goal for corporate named 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.

Mobile Modular        Mobile Modular Portable
Storage        TRS-Ren Telco        TRS-Environmental        Adler Tank
Rentals        Enviroplex, Inc.

 Securities and Exchange Commission

May 18, 2016

 Page Two

Company’s Response:

The Staff’s comment is duly noted, and the Company will include the suggested disclosure, as appropriate, in its future definitive proxy
statements.

 *    *    *

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the Proxy, that comments of the Staff or
changes in disclosures in response to comments of the Staff do not foreclose the Commission from taking any action with respect to the Proxy, and that 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.

 Should you have any further questions or comments
regarding the above-referenced filing, please feel free to contact the undersigned at (925) 453-3104, or our counsel, Jaclyn Liu of Morrison & Foerster LLP at (415) 268-6722. Thank you for your assistance.

Very truly yours,

 /s/ Randle F. Rose

Randle F. Rose

Senior Vice President and

Chief Administrative Officer

cc:
W. John Cash

 Division of Corporation Finance

United States Securities and Exchange Commission

Jaclyn Liu, Esq.

Morrison & Foerster LLP

Mike Rebholtz

 Grant Thornton LLP

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

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

DIVISION OF
CORPORATION FINANCE
         June 10 , 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who ar e 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 applicable rules require.

        Sincerely,

/s/ W. John Cash

        W. John Cash
        Branch Chief

CORRESP
1
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CORRESP

 June 3, 2014

VIA FAX, OVERNIGHT MAIL AND EDGAR

 Kevin Stertzel

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

            Re:

 McGrath RentCorp

 Definitive Proxy on Form
14A

 Filed April 30, 2014

 File No. 0-13292

 Dear Mr. Stertzel:

On behalf of McGrath RentCorp, a California corporation (the “Company”), we submit this letter in response to the
comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 23, 2014 (the “Staff Letter”) with respect to the Company’s Definitive
Proxy on Form 14-A filed April 30, 2014 (the “Proxy”).

 For the
Staff’s convenience, we have reproduced the comment from the Staff Letter in full below and the comment is followed by the Company’s response. This letter is being sent via facsimile to fax number 703-813-6968 and via overnight courier to your attention and will be filed on EDGAR tagged as correspondence.

Definitive Proxy Statement

Component 1– Profitability, page 24

Staff’s Comment:

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, general 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 administrative expenses achieved.

 Securities and Exchange Commission

June 3, 2014

 Page Two

Company’s Response:

The Staff’s comment is duly noted, and the Company will revise its disclosure, as appropriate, in its future filings.

Long-Term Incentive compensation, page 27

Staff’s Comment:

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

 Company’s Response:

The Staff’s comment is duly noted, and the Company will revise its disclosure, as appropriate, in its future filings.

*    *    *

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the Proxy, that comments of the Staff or
changes in disclosures in response to comments of the Staff do not foreclose the Commission from taking any action with respect to the Proxy, and that 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.

 Should you have any further questions or comments
regarding the above-referenced filing, please feel free to contact the undersigned at (925) 453-3106, Randle Rose, our chief administrative officer at
(925) 453-3104, or our counsel, Jaclyn Liu of Morrison & Foerster LLP at (415) 268-6722. Thank you for your assistance.

Very truly yours,

/s/  Keith E. Pratt

 Keith E. Pratt

Senior Vice President and Chief Financial Officer

cc:

 W. John Cash

 Division of Corporation
Finance

 United States Securities and Exchange Commission

Jaclyn Liu, Esq.

 Morrison & Foerster LLP

 Mike Rebholtz

Grant Thornton LLP

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

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

DIVISION OF
CORPORATION FINANCE
         January 24, 2014

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
  File No.  0-13292

Dear Mr.  Pratt :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 applicable rules require.

        Sincerely,

/s/ W. John Cash

        W. John Cash
        Branch Chief

CORRESP
1
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CORRESP

 December 4, 2013

VIA FAX, OVERNIGHT MAIL AND EDGAR

 Kevin Stertzel

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
McGrath RentCorp

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

Filed February 22, 2013

File No. 0-13292

 Dear Mr. Stertzel:

On behalf of McGrath RentCorp, a California corporation (the “Company”), we submit this letter in response to the comment
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated November 7, 2013 (the “Staff Letter”) with respect to the Company’s
Form 10-K filed February 22, 2013 (the “Form 10-K”).

 For the Staff’s convenience, we have reproduced the
comment from the Staff Letter in full below and the comment is followed by the Company’s response. This letter is being sent via facsimile to fax number 703-813-6968 and via overnight courier to your attention and will be filed on EDGAR tagged
as correspondence.

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

Financial Statements

 Note 1 –
Summary of Significant Accounting Policies

 Revenue Recognition, page 65

Staff’s Comment:

1.
Please provide us with an analysis of your rental related service revenues and associated cost of services, broken down by category including: delivery, installation, dismantlement and return delivery for every
period presented.

 Securities and Exchange Commission

December 4, 2013

 Page Two

 Company’s Response:

We have summarized below the components of the modular segment’s rental related services revenues and costs broken down by category. Our
systems do not provide the ability without undue burden to bifurcate the amortized delivery and return delivery separate from installation and dismantlement services. As a result, these items pertaining to our modular building leases are provided
together below.

Year Ended December 31,

2012

2011

2010

 Revenues:

 Amortized Delivery and Installation

$
12,703

$
12,684

$
12,664

 Amortized Return Delivery and Dismantle

7,280

7,409

6,301

 Other Services

5,792

3,970

3,982

 Costs:

 Amortized Delivery and Installation

9,477

9,740

9,773

 Amortized Return Delivery and Dismantle

5,450

5,584

4,845

 Other Services

4,565

3,511

2,539

 Other Services includes services where the revenues and costs are recognized in the period the service is performed and are
not amortized over the term of the lease. Other Services includes portable storage container delivery and return delivery services, modular building add on services provided during the lease (such as building site relocations) and additional modular
building damage billings that occur at the end of the lease.

2.
Please explain to us why you separately present “Rental Related Services” separately on the face of your Consolidated Statement of Income, if you believe these services are an integral component of your
leases.

 Company’s Response:

We separately disclose revenues and costs related to delivery and installation, return delivery and dismantlement and other services on our
Consolidated Statements of Income to provide additional disclosure regarding the material components of our rental operations. We believe separately presenting services revenues and costs enables management, investors and other financial statement
users to better analyze the various drivers of each business segment’s financial performance. These drivers include the pricing of recurring rental revenues, referred to as “rental rate”, the total return (“yield”) of rental
revenues compared to the original cost of rental equipment and the revenues and costs of rental related services. While the accounting method for delivery and return delivery services for our modular buildings is different from our other rental
divisions, separately presenting these revenues and costs as “Rental Related Services” is useful information

 Securities and Exchange Commission

December 4, 2013

 Page Three

and allows for comparability across all of our rental businesses. We believe the additional disclosure facilitates and enhances management’s evaluation of the performance of the
Company’s operations as well as management’s discussion and analysis of financial condition, trends and results of operations in the Form 10K.

Staff’s Comment:

3.
Please confirm whether or not your lease agreements continue to allow for the customer to opt for the return delivery and dismantle to be built into the rental rate and billed over the lease term. To the extent this
option continues to exist, please clarify whether or not your billings separately break out the components of the rental rate charged.

Company’s Response:

Modular building lease agreements continue to allow for the customer to opt for the return delivery and dismantle, as well as the delivery and
installation, to be built into the rental rate and billed each month over the lease term. The customer billings for these items are not broken out separately on the customer invoice as components of the rental rate charged.

*    *    *

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the Form 10-K, that comments of the Staff
or changes in disclosures in response to comments of the Staff do not foreclose the Commission from taking any action with respect to the Form 10-K, and that 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.

 Should you have any further questions or comments
regarding the above-referenced filing, please feel free to contact the undersigned at (925) 453-3106, David Whitney, our corporate controller at (925) 453-3196, or our counsel, Jaclyn Liu of Morrison & Foerster LLP at
(415) 268-6722. Thank you for your assistance.

Very truly yours,

 /s/ Keith E. Pratt

Keith E. Pratt

Senior Vice President and Chief Financial Officer

cc:
W. John Cash

 Division of Corporation Finance

United States Securities and Exchange Commission

 Securities and Exchange Commission

December 4, 2013

 Page Four

 Jaclyn Liu, Esq.

Morrison & Foerster LLP

Mike Rebholtz

 Grant Thornton LLP

CORRESP
1
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CORRESP

 November 15, 2013

Via Edgar

 W. John Cash

Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, NE

 Washington, D.C. 20549

Re:
McGrath RentCorp

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

Filed February 22, 2013

File No. 000-13292

 Dear Mr. Cash:

This letter is to confirm that McGrath RentCorp (the “Company”) is in receipt of your letter dated November 7, 2013 (the
“Comment Letter”) in connection with the Securities and Exchange Commission’s review of its Form 10-K for fiscal year ended December 31, 2012 as filed on February 22, 2013.

As discussed with Jaclyn Liu, a partner at Morrison & Foerster LLP, the Company’s outside counsel, this letter further confirms that
the Company has been granted an extension until December 6, 2013 to submit a response to the Comment Letter. The extension was requested due to the business travels of senior members of the Company’s finance team, whose attention is necessary
for responding to the Comment Letter due to the financial nature of the comments and the analysis requested in the Comment Letter, during the upcoming week, as well as the upcoming Thanksgiving holiday.

If you have any further questions or comments regarding this request, please contact me at (925) 453-3106.

                Sincerely,

                /s/ Keith Pratt

                Keith E. Pratt

                Chief Financial Officer

                cc: Jaclyn Liu, Morrison
& Foerster LLP

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

DIVISION OF
CORPORATION FINANCE
         November 7 , 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 October 11, 2013
  File No.  0-13292

Dear Mr.  Pratt :

We have reviewed your response  and 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 are continuing to evaluate your response to our prior comment number 1 in your
letter dated October 11, 2013, and request the following additional information:

Mr. Keith E. Pratt
McGrath Rentcorp
November 7 , 2013
Page 2

 Please provide us with an analysis of your rental related service revenues and
associated cost of services, broken down by category including:  delivery,
installation, dismantlement and return delivery for every period presented.

 Please explain to us why you separately present “Rental Related Services”
separately on the face of your Consolidated Statement of Income, if you believe
these services are an integral component of your leases.

 Please confirm  whether or not your lease agreements continue to allow for the
customer to opt for the return delivery and dismantle to be built into the rental rate
and billed over the lease term.  To the extent this option continues to exist, please
clarify whether or not your billings separately break out the components of the
rental rate charged.

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/ Terence O ’Brien for

        W. John Cash
        Branch Chief

CORRESP
1
filename1.htm

CORRESP

 October 11, 2013

VIA FAX, OVERNIGHT MAIL AND EDGAR

 Kevin Stertzel

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
McGrath RentCorp

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

Filed February 22, 2013

File No. 0-13292

 Dear Mr. Stertzel:

On behalf of McGrath RentCorp, a California corporation (the “Company”), we submit this letter in response to the
comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 27, 2013 (the “Staff Letter”) with respect to the Company’s
Form 10-K filed February 22, 2013 (the “Form 10-K”).

 For the Staff’s convenience, we have
reproduced the comment from the Staff Letter in full below and the comment is followed by the Company’s response. This letter is being sent via facsimile to fax number 703-813-6968 and via overnight courier to your attention and will be filed
on EDGAR tagged as correspondence.

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

Financial Statements

 Note 1 –
Summary of Significant Accounting Policies

 Revenue Recognition, page 65

Staff’s Comment:

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 or maintenance of such assets. It appears your fees for dismantlement and return delivery are outside the scope of ASC 840, as they do not
involve the operation or maintenance of the

 Securities and Exchange Commission

October 11, 2013

 Page Two

assets. As such, it continues to appear these elements of your arrangements 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 accounted for separately.

Company’s Response:

We believe the facts and circumstances and accounting literature support the treatment of modular building dismantlement and return delivery
fees as lease related, therefore, are in the scope of ASC 840 and accounted for as minimum lease payments.

 Modular building lease
agreements include charges upon delivery, monthly rent and charges upon return. The return services are a legal obligation of the lease agreement that must be performed by the Company. The installation and dismantlement process for modular buildings
has a number of complex steps and critical safety procedures and, as a result, the Company only uses a handful of qualified installation vendors that follow a specific set of written instructions to perform the required steps. The installation and
dismantlement of our buildings requires modular building knowledge. Each building type, size and configuration requires different types of hardware, bolts/washers, modification line strips, sealants, roof caps, battens, electrical crossover
connections, etc. Each building has different ramping, or stairs, for entrance depending upon the installation, site location and use. The Company has developed foundation systems with our engineers to ensure compliance with each state’s
seismic codes. These standards are followed to ensure the building is fastened and connected properly depending upon the size and type of chassis installed. Accordingly, the Company does not allow its customers to separately contract with third
parties or perform this service themselves due to the complexity of the service, risk of injury and risk of damage to our property. In addition, the Company does not lease modular buildings without dismantlement and return services included.

Payments for dismantlement and return delivery of the modular building at the end of the lease term are not considered separate non-lease
elements because they are payments the lessee is obligated to make or can be required to make in connection with the leased property. We have assessed these services and concluded that they are minimum lease payments and lease related in accordance
with ASC 840-10-15-8 as the installation and dismantlement services are essential to the leased asset, are an obligation of the lease, the leased asset has no value without these services and modular lease agreements are never executed without
dismantlement and return delivery included.

 This conclusion is further supported by published interpretations of lease accounting
literature. The CCH Accounting Research Manager, Interpretations and Examples—ASC 840-10-25-5.G: Form of Minimum Lease Payments states:

“Minimum lease payments include all payments that the lessee is obligated to make or can be required to make in connection with the leased
property. In our view, the form of the payment is not important; the fair value of all forms of

 Securities and Exchange Commission

October 11, 2013

 Page Three

consideration given to the lessor should be included in minimum lease payments. “Consideration” should be broadly defined to include obligations incurred on behalf of the lessor,
services provided to the lessor at less than market rates, assets transferred to the lessor (whether or not the assets have been recognized on the lessee’s balance sheet), and so forth.

The following are examples of consideration that should be included in minimum lease payments by the lessor and lessee:

•

Lessee’s payment of lessor’s initial direct costs of originating the lease (see Interpretation 840-20-25-7.A);

•

Equity instruments transferred to the lessor;

•

The fair value of options written by the lessee for the benefit of the lessor, or options held by the lessee and transferred to the lessor (see Interpretations 840-10-20.O and 840-10-20.H );

•

The lessor’s right to use the lessee’s property without payment of adequate consideration; and

•

Lessee’s payment of costs to dismantle, ship, store, or sell the leased asset at the end of the lease term (see Interpretation 840-10-25-5.L).” [Emphasis added]

Accounting guidance for asset retirement obligations (ASC-410-20-15-3(e)) states that if the obligations of a lessee in connection with leased
property, whether imposed by a lease agreement or by a party other than the lessor, meet the definition of either minimum lease payments or contingent rentals they would be accounted for within ASC 840. Dismantlement and return delivery payments do
not meet the definition of an asset retirement obligation because the improvements, or services, are not owned by the lessee and are not due to a modification of the asset by the lessee. Therefore, the payments must be part of minimum lease
payments. Accounting practice and interpretive literature published by major accounting firms confirms this assessment.

 In
Ernst & Young’s Financial reporting developments – A comprehensive guide – Lease accounting, Revised October 2011, within the lessee’s obligations for asset retirement obligations section 2.9.1.6, the following
guidance can be found for costs imposed on a lessee by a lease to dismantle or remove a leased asset:

 “Minimum lease
payments are the payments that the lessee is obligated to make or can be required to make in connection with the leased property. This definition has been interpreted fairly broadly to cover not only monies that are required to be paid to the lessor
but also obligations imposed on the lessee under the lease that may be paid to third parties. The estimated costs imposed by a lease requiring a lessee to dismantle and remove a leased asset at the end of the lease term are recognized as a
component of minimum lease payments. By including the removal costs in minimum lease payments, the estimated removal costs will be accrued over the term of an operating lease (on a basis such that rent expense consisting of both cash payments
and accrual of the estimated removal costs is

 Securities and Exchange Commission

October 11, 2013

 Page Four

recognized on a straight-line basis over the lease term). On termination of an operating lease, the liability for removal costs is fully recognized.” [Emphasis added]

Since the Company’s inception in 1979 until December 31, 1999, the delivery and installation fees charged at the start of the lease
and dismantlement and return delivery fees charged at the end of the lease were recorded separately when the services were performed. With the issuance of SEC Staff Accounting Bulletin No. 101 – Revenue Recognition in Financial
Statements on December 3, 1999, the Company re-examined all of its revenue recognition policies, including the accounting treatment for its modular building operating leases. The review resulted in the conclusion that the negotiated
transaction contained interrelated elements of rent and fees that were lease related and was one integral transaction. Effective January 1, 2000, the Company changed its accounting for delivery and return delivery revenues for modular buildings
to the current straight-line method in accordance with SFAS No. 13 - Accounting For Leases. Subsequent to this change, the Company responded to the SEC Staff’s inquiries regarding our accounting for “revenue related to
rental services over the term of the lease” in our response dated May 21, 2002. (to be separately provided in our delivery copy.) Finally, there have been no subsequent changes to the relevant facts and circumstances in our modular
business from that time and we believe the accounting for these services on a straight-line basis continues to be appropriate and should not be separated in accordance with ASC 840-10-15-19.

Staff’s Comment:

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 services 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 recognized 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.

Company’s Response:

The Company’s Adler Tank business was acquired in December 2008. At that time management evaluated the underlying facts and circumstances
regarding the acquired business to develop the appropriate revenue recognition policy for the Adler Tank business. For the Adler Tank business, the delivery and return delivery of tanks and boxes is a different and much simpler process than for
modular buildings consisting only of a trucking service to deliver, or return deliver, the asset from the customer site. There is no installation and dismantling process similar to that required for modular buildings. Also, for the Adler Tank
business, the return delivery is not a contractual obligation of the lease agreement to be performed by the lessor. The customer is

 Securities and Exchange Commission

October 11, 2013

 Page Five

allowed to separately arrange and contract for the delivery and return delivery. Often our customers utilize their own trucking fleets to perform pick up and return delivery services of our tanks
and boxes.

 The Adler Tank business is a short-term rental business with rentals quoted on a daily basis compared to a monthly basis for
modular buildings. The Adler Tank business typically does not have a stated lease term due to the short-term nature of the arrangement. Typically, the Adler Tank business’ actual lease terms are one to six months. For modular buildings, the
typical contracted lease term is twelve to twenty four months. For modular buildings, the billing for the dismantlement and return delivery fees can be billed as part of the monthly rental rate, or at the beginning of the lease, which further
supports that these fees are integral to the lease. This billing practice does not occur with the Adler business.

 Based upon these facts,
we determined the appropriate accounting for the Adler Tank business was different from modular buildings because for Adler the return delivery services are not integral to the lease, are often performed by the customer and are not a legal
obligation of the lease to be performed by the lessor. In accordance with ASC 840-10-15-19, these non-lease elements are accounted for separately on a relative fair value basis, consistent with guidance in ASC 605-25-15-3A(b) and recognized in
profit or loss in the period performed and not on a straight-line basis over the lease term.

 *     *
    *

 The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the Form
10-K, that comments of the Staff or changes in disclosures in response to comments of the Staff do not foreclose the Commission from taking any action with respect to the Form 10-K, and that 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.

 Should you have any
further questions or comments regarding the above-referenced filing, please feel free to contact the undersigned at (925) 453-3106, David Whitney, our corporate controller at (925) 453-3196, or our counsel, Jaclyn Liu of
Morrison & Foerster LLP at (415) 268-6722. Thank you for your assistance.

Very truly yours,

  /s/ Keith E. Pratt

Keith E. Pratt

Senior Vice President and Chief Financial Officer

 Securities and Exchange Commission

October 11, 2013

 Page Six

cc:
W. John Cash

 Division of Corporation Finance

United States Securities and Exchange Commission

Jaclyn Liu, Esq.

Morrison & Foerster LLP

Mike Rebholtz

 Grant Thornton LLP

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

CORRESP
1
filename1.htm

CORRESP

 September 19, 2013

VIA FAX, OVERNIGHT MAIL AND EDGAR

 Kevin Stertzel

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
McGrath RentCorp

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

Filed February 22, 2013

File No. 0-13292

 Dear
Mr. Stertzel:

 On behalf of McGrath RentCorp, a California corporation (the “Company”), we submit this letter
in response to the comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated August 16, 2013 (the “Staff Letter”) with respect to
the Company’s Form 10-K filed February 22, 2013 (the “Form 10-K”).

 For the Staff’s
convenience, we have reproduced the comment from the Staff Letter in full below and the comment is followed by the Company’s response. This letter is being sent via facsimile to fax number 703-813-6968 and via overnight courier to your
attention and will be filed on EDGAR tagged as correspondence.

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

Financial Statements

 Note 1 –
Summary of Significant Accounting Policies

 Revenue Recognition, page 65

Staff’s Comment:

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

 Securities and Exchange Commission

September 19, 2013

 Page Two

 Company’s Response:

The Company leases fully constructed modular buildings customized per the lessee’s requirements. Agreements that transfer the right
to use property, plant, or equipment meet the definition of a lease in ASC 840, Leases. Accordingly, modular building lease agreements contain a lease.

ASC 840 requires other elements not within the scope of ASC 840, such as “substantial services” in connection with the operation or
maintenance of leased assets throughout the lease term, to be accounted for as elements separate from the lease in accordance with other applicable generally accepted accounting principles. Payments for dismantlement and return delivery of the
modular building at the end of the lease term are not considered separate non-lease elements because they are not services to operate or maintain the asset.

Payments for dismantlement and return delivery services are considered minimum lease payments as defined by ASC 840. Minimum lease payments
are payments that the lessee is obligated to make or can be required to make in connection with the leased property. Minimum lease payments include the fees imposed on a lessee to dismantle and remove a leased asset at the end of the lease term. For
a lessor, minimum lease payments include all payments that would be considered to be minimum lease payments for the lessee and other items.

Payments for the initial delivery and installation, as well as the dismantlement and return, are obligations that are a part of the
Company’s modular building lease agreements. These are integral to preparing the asset for its intended use and returning the leased asset back to the Company’s premises. The Company does not lease modular buildings without delivery,
installation, dismantlement and return delivery of the leased asset.

 ASC 840-20-25-1 requires that, for operating leases, if rental
payments are not made on a straight-line basis, rental income shall be recognized on a straight-line basis unless another systematic and rational basis is more representative of the time pattern in which the benefit is derived from the leased
property. Since the dismantlement and return delivery payments are minimum lease payments as defined, the associated fees are part of the total revenue of the lease. As a result, we recognize both the installation and dismantling and return delivery
revenue on a straight-line basis over the term of the lease, which is the most representative basis of the time pattern in which the benefit is derived.

Comprehensive Income, page 70

Staff’s Comment:

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.

 Securities and Exchange Commission

September 19, 2013

 Page Three

 Company’s Response:

The Company’s Canadian operations, TRS-RenTelco Inc. (“Canadian Branch”), functions as a branch sales office for
the Company in Canada. The Canadian Branch is a direct and integral component and extension of the Company’s U.S. based operations. The Canadian Branch’s functional currency was determined to be the U.S. dollar based upon the economic
facts and circumstances pertaining to the Canadian Branch operations such as the level of dependence on the Company to finance the day to day operations, the administrative and management oversight provided, product management expertise and rental
equipment procurement. In addition, a large portion of the Canadian Branch’s customer billings are in U.S. dollars.

In accordance with ASC 830-30 – Foreign Currency Matters – Translation of Financial Statements, since the functional
currency of the Canadian Branch and the reporting currency of the Company are both the U.S. dollar, there is no foreign currency translation adjustment required. As a result, all foreign currency transaction adjustments, or remeasurements, are
reported in the results of operations in the period in which they occur. Therefore, comprehensive income and net income are equivalent for all periods presented.

Note 5 – Benefit Plans

 Stock
Options, page 74

 Staff’s Comment:

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.

 Company’s Response:

In future filings, beginning with the Company’s Form 10-K for the fiscal year ended December 31, 2013, the Company will provide the
following revised disclosure in compliance with ASC 718-10-50:

 NOTE 5. EMPLOYEE BENEFIT PLANS

Stock Plans

 The Company adopted the 2007
Stock Incentive Plan (the “2007 Plan”) effective June 6, 2007, under which 1,875,000 shares of common stock of the Company, plus the number of shares that remained available for grants of awards under the Company’s 1998 Stock
Option Plan (the “1998 Plan”) and those shares that become available as a result of forfeiture, termination, or

 Securities and Exchange Commission

September 19, 2013

 Page Four

expiration of awards previously granted under the 1998 Plan, were reserved for the grant of awards to its employees, directors and consultants to acquire common stock of the Company. The 2007
Plan is a shareholder approved plan with the initial 1,875,000 share authorization increased by 815,000 shares in 2009 and 1,500,000 shares in 2012. The 2007 Plan provides for the grant of awards in the form of stock options, stock appreciation
rights, restricted stock, restricted stock units (“RSUs”), the vesting of which may be performance-based or service-based, and other rights and benefits. Each RSU issued reduces the number of shares of the Company’s common stock
available for grant under the 2007 Plan by two shares. Options under the 2007 Plan are granted at an exercise price of not less than 100% of the fair market value of the Company’s common stock on the date of grant. The 2007 Plan replaced the
Company’s 1998 Plan and the 2000 Long-Term Bonus Plan. There were no modifications to the 2007 Plan and no awards classified as liabilities in the year ended December 31, 2012.

Stock Options

 As
of December 31, 2012, a cumulative total of 6,424,600 shares subject to options have been granted with exercise prices ranging from $11.74 to $34.28. Of these, options have been exercised for the purchase of 2,733,845 shares, while options for
852,202 shares have been terminated, and options for 2,838,553 shares remained outstanding under the stock plans. Most of these options vest over five years and expire seven and ten years after grant. To date, no options have been issued to any of
the Company’s non-employee advisors. As of December 31, 2012, 1,561,002 shares remained available for issuance of awards under the stock plans.

For the years ended December 31, 2012, 2011 and 2010, the share-based compensation expense was $3.9 million, $5.2 million and $4.2
million, respectively, before provision for income taxes. The Company recorded a tax benefit of approximately $1.5 million, $2.0 million and $1.6 million, respectively, related to the aforementioned share-based compensation expenses. There were no
capitalized share-based compensation expense in the years ended December 31, 2012, 2011 and 2010. For the years ended December 31, 2012, 2011 and 2010, the share-based compensation expenses, net of taxes, reduced net income by $2.4
million, $3.2 million and $2.6 million, respectively, or $0.09, $0.13, and $0.11 per diluted share for each period, respectively.

 Securities and Exchange Commission

September 19, 2013

 Page Five

 A summary of the Company’s option activity and related information for the three years
ended December 31, 2012 is as follows:

Number of
Options

Weighted-
Average
Exercise
Price

Weighted-
Average
Remaining
Contractual
Term
(In Years)

Aggregate
Intrinsic
Value
(In millions)

 Balance At December 31, 2009

3,504,319

$
22.09

 Options Granted

282,000

23.72

 Options Exercised

(422,069
)

17.78

 Options Cancelled/Forfeited/Expired

(19,800
)

22.03

 Balance At December 31, 2010

3,344,450

22.80

 Options Granted

160,600

27.41

 Options Exercised

(309,447
)

17.19

 Options Cancelled/Forfeited/Expired

(109,584
)

25.01

 Balance At December 31, 2011

3,086,019

23.52

 Options Granted

128,500

29.63

 Options Exercised

(327,498
)

17.95

 Options Cancelled/Forfeited/Expired

(48,468
)

27.63

 Balance At December 31, 2012

2,838,553

24.37

2.74

$
13.4

 Exercisable at December 31, 2012

2,322,258

24.64

2.36

$
10.4

 Expected to Vest after December 31, 2012

454,340

23.17

4.47

$
2.7

 The intrinsic value of stock options at any point in time is calculated as the difference between the exercise
price of the underlying awards and the quoted price of the Company’s common stock. The aggregate intrinsic value of options exercised and sold under the Company’s stock option plans was $3.7 million, $3.7 million and $3.6 million for the
years ended December 31, 2012, 2011 and 2010, respectively, determined as of the date of option exercise. As of December 31, 2012, there was approximately $3.5 million of total unrecognized compensation cost related to unvested share-based
compensation option arrangements granted under the Company’s stock plans, which is expected to be recognized over a weighted-average period of 1.6 years.

 Securities and Exchange Commission

September 19, 2013

 Page Six

 The following table indicates the options outstanding and options exercisable by exercise
price with the weighted-average remaining contractual life for the options outstanding and the weighted-average exercise price at December 31, 2012:

Options Outstanding

Options Exercisable

 Exercise Price

Number
Outstanding at
December 31,
2012

Weighted-
Average
Remaining
Contractual
Life
(Years)

Weighted-
Average
Grant
Date
Value

Number
Exercisable
at
December 31,
2012

Weighted-
Average
Grant
Date
Value

 $10–15

20,000

0.25

$
11.74

20,000

$
11.74

 15–20

420,608

2.86

15.65

265,608

15.67

 20–25

1,161,150

2.57

21.73

1,008,275

21.55

 25–30

688,295

3.61

28.93

575,375

29.81

 30–35

548,500

2.03

31.39

453,000

31.39

 10–35

2,838,553

2.74

24.37

2,322,258

24.64

 The Company utilizes the Black-Scholes option-pricing model to estimate the fair value of share-based
compensation at the date of grant, which requires the use of accounting judgment and financial estimates, including estimates of the expected term option holders will retain their vested stock options before exercising them, the estimated volatility
of the Company’s stock price over the expected term and the expected number of options that will be forfeited prior to the completion of their vesting requirements. Application of alternative assumptions could produce significantly different
estimates of the fair value of share-based compensation amounts recognized in the Consolidated Statements of Income.

 The fair value of
each option granted was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions:

Year Ended December 31,

2012

2011

2010

 Expected term (in years)

5.0

5.0

5.2

 Expected volatility

52.1
%

51.6
%

51.2
%

 Expected dividend yields

3.2
%

3.4
%

3.8
%

 Risk-free interest rates

0.8
%

2.0
%

2.2
%

 The Company monitors option exercise behavior to determine the appropriate homogenous groups for estimation
purposes. Currently, the Company’s option activity is separated into two categories: directors and employees. The expected term of the options represents the estimated period of time until exercised and is based on historical experience, giving
consideration to the option terms, vesting schedules and expectations of future behavior. Expected stock volatility is

 Securities and Exchange Commission

September 19, 2013

 Page Seven

based on historical stock price volatility of the Company and the risk-free interest rates are based on U.S. Treasury yields in effect on the date of the option grant for the estimated period the
options will be outstanding. The expected dividend yield is based upon the current dividend annualized as a percentage of the grant exercise price.

Restricted Stock Units (“RSUs”)

The following table summarizes the activity of the Company’s RSUs, which includes service-based and performance-based awards, for the
three years ended December 31, 2012:

Number
of Shares

Weighted-
Average
Grant
Date
Fair Value

Aggregate
Intrinsic
Value
(in millions)

 Balance at December 31, 2009

23,200

$
15.62

 RSUs Granted

106,200

23.91

 RSUs Vested

(17,850
)

15.62

 RSUs Cancelled/Forfeited/Expired

(1,350
)

15.62

 Balance at December 31, 2010

110,200

23.61

 RSUs Granted

125,800

27.99

 RSUs Vested

(39,105
)

23.91

 RSUs Cancelled/Forfeited/Expired

(9,085
)

25.36

 Balance at December 31, 2011

187,810

26.33

 RSUs Granted

109,200

31.37

 RSUs Vested

(34,190
)

27.85

 RSUs Cancelled/Forfeited/Expired

—

—

 Balance at December 31, 2012

262,820

28.22

$
7.6

 Performance-based RSUs vest over five years, with 60% of the shares immediately vesting after three years when
the performance has been determined to have been met and 20% of the remaining shares vesting annually at the anniversary of the performance determination date, subject to continuous employment of the participant. There were 243,700 performance-based
RSUs expected to vest as of December 31, 2012. Service-based RSUs have been issued to the Company’s directors and generally vest over one to two years. There were 19,120 service-based RSUs expected to vest as of December 31, 2012. No
forfeitures are expected.

 Share-based compensation expense for RSUs for the year ended December 31, 2012 and 2011 was $1.8 million
and $2.6 million, respectively. As of December 31, 2012, the total unrecognized compensation expense related to unvested RSUs was $6.1 million and is expected to be recognized over a weighted-average period of 3.3 years.

 Securities and Exchange Commission

September 19, 2013

 Page Eight

 *    *    *

The Company acknowledges that it is responsible for

CORRESP
1
filename1.htm

CORRESP

 August 19, 2013

 Via Edgar

 W. John Cash

 Securities and Exchange Commission

 Division of Corporate Finance

100 F Street, NE

 Washington, D.C. 20549

Re:
McGrath RentCorp

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

 Filed February 22, 2013

File No. 000-13292

 Dear
Mr. Cash:

 This letter is to confirm that McGrath RentCorp (the “Company”) is in receipt of your
letter dated August 16, 2013 (the “Comment Letter”) in connection with the Securities and Exchange Commission’s review of its Form 10-K for fiscal year ended December 31, 2012 as filed on February 22, 2013.

 As discussed with Jaclyn Liu, a partner at Morrison & Foerster LLP, the Company’s outside counsel, the
Company hereby requests an extension until September 20, 2013 for submitting a response to the Comment Letter. The extension is requested due to the business travels of senior members of the Company’s finance team, whose attention is
necessary for responding to the Comment Letter due to the financial nature of the comments, during late August, as well as the upcoming Labor Day weekend.

 If you have any further questions or comments regarding this request, please contact me at (925) 453-3106.

 Sincerely,

 /s/ Keith E. Pratt

Keith E. Pratt

 Chief Financial Officer

 cc: Jaclyn Liu, Morrison &
Foerster LLP

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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010         January 6, 2009    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 completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Bret Johnson, Staff Accountant, at (202) 551-3753 or, in his absence, to
the undersigned at (202) 551-3768.           S i n c e r e l y ,             John Cash         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 November 24, 2008

 VIA FAX, OVERNIGHT MAIL AND EDGAR

 John Hartz

 Senior Assistant Chief Accountant

 Division of Corporation Finance

 United States Securities and Exchange Commission

 Mail Stop 7010

 450 Fifth Street, N.W.

 Washington, D.C. 20549-7010

Re:
McGrath RentCorp Form 10-K

Filed February 25, 2008

File No. 0-13292

 Dear Mr. Hartz:

 On behalf of McGrath RentCorp, a California corporation (the “Company”), we submit this letter in response to the comment from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated October 28, 2008 (the “Staff Letter”) with respect to the Company’s Form 10-K filed
February 25, 2008 (the “Form 10-K”).

 For the Staff’s convenience, we have reproduced the comment from the Staff
Letter in full below and the comment is followed by the Company’s response. This letter is being sent via facsimile to fax number 202-772-9369 and via overnight courier to your attention and will be filed on EDGAR tagged as correspondence.

 FORM 10-K for Fiscal Year 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.

 RESPONSE: In future filings, beginning with the Company’s Form 10-K for the fiscal year ended December 31, 2008, the Company will comply with the
recommendation made by the Staff.

 Securities and Exchange Commission

 November 24, 2008

 Page Two

 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.

 RESPONSE: Beginning with the Company’s Form 10-Q for the fiscal quarter ended September 31,
2008, the Company has complied with recommendation made by the Staff. The first paragraph under Risk Factors reads as follows:

 “You should carefully consider the following discussion of various risks and uncertainties. We believe these risk factors are the most relevant to our business and could cause our results to differ materially from the forward-looking
statements made by us. Our business, financial condition, and results of operations could be seriously harmed if any of these risks or uncertainties actually occur or materialize. In that event, the market price for our common stock could decline,
and you may lose all or part of your investment.”

 DEFINITIVE PROXY STATEMENT

 Executive Compensation and Other Information, page 14

 2007 Executive Compensation Elements, page 16

3.
We note that the 2007 profitability component of the executive officers’ incentive awards was based on the company’s pre-tax income and that a new profitability
component for 2008 is rental return on rental 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 acquisition costs of equipment. See Item 402(b)(2)(v) and (vi) of Regulation S-K. Please also describe in greater detail the elements of personal annual priorities that are taken into account when
determining annual cash incentive bonuses for each named executive officer. See Item 402(b)(2)(vii) of Regulation S-K.

 RESPONSE: In future filings, beginning with the Company’s Definitive Proxy Statement for the fiscal year ended December 31, 2008, the Company will comply with the recommendations made by the Staff, as specified below.

In future filings the Company will disclose how financial performance components are calculated as follows:

 Pre-tax income is calculated in the Company’s income statement. Divisional gross margin less direct SG&A profitability is calculated at a
division (or business segment) level. The calculation adds gross margin from rental operations, sales and other revenues and then subtracts direct selling, general and administrative (“SG&A”) costs that are incurred at the division (or
business segment) but excludes corporate overhead costs incurred that are allocated to the division (or business segment). Rental return on rental equipment is calculated by taking gross margin on rents and subtracting direct SG&A, then dividing
the result by the monthly average original acquisition cost of equipment (including held-for-resale equipment and accessories).

 Securities and Exchange Commission

 November 24, 2008

 Page Three

 In future
filings, the Company will quantify the pre-tax income target level for the last completed fiscal year that was used to determine incentive compensation. We do not plan to quantify pre-tax income targets for the year ahead, because we do not believe
that these forward-looking performance target levels are material to an understanding of the compensation policies and decisions in the last completed fiscal year that must be discussed in the Compensation Discussion & Analysis.

For the financial performance components other than pre-tax income listed above, we do not plan to quantify the target levels, because we believe that disclosure of
these targets would cause substantial competitive harm. We have outlined the bases for this conclusion in Appendix A to this letter, which is being submitted separately under cover of a FOIA Confidential Treatment Request pursuant to Rule 83.

 In future filings, the Company will describe in greater detail the elements of personal annual priorities that are taken into account when determining
annual cash incentive bonuses for executive officers.

 *    *    *

 The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the Form 10-K and definitive proxy statement, that
comments of the Staff or changes in disclosures in response to comments of the Staff do not foreclose the Commission from taking any action with respect to the Form 10-K and definitive proxy statement, and that 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.

 Should you have any further questions or comments regarding the above-referenced filing, please feel free to contact the undersigned at (925) 453-3106, Dave Whitney, our corporate controller at (925) 453-3196, or our counsel,
Walter Conroy of Morrison & Foerster LLP at (415) 268-7461. Thank you for your assistance.

Very truly yours,

/s/ Keith E. Pratt

 Keith E. Pratt

 Senior Vice President and Chief
Financial Officer

 Securities and Exchange Commission

 November 24, 2008

 Page Four

cc:
Bret Johnson

Division of Corporation Finance

United States Securities and Exchange Commission

John Cash

Division of Corporation Finance

United States Securities and Exchange Commission

Dorine Miller

Division of Corporation Finance

United States Securities and Exchange Commission

Brigitte Lippmann

Division of Corporation Finance

United States Securities and Exchange Commission

Walter Conroy, Esq.

Morrison & Foerster LLP

Tony Perazzo

Grant Thornton LLP

 Appendix A

 The information in Appendix A has been submitted separately under cover of a FOIA Confidential Treatment Request pursuant to SEC Rule 83.

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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010         October 2, 2007    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, 2006
  File No. 0-13292

Dear Mr. Pratt:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Bret Johnson, Staff Accountant, at (202) 551-3753 or, in his absence, to
the undersigned at (202) 551-3768.           S i n c e r e l y ,             John Cash         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence Letter

 September 21, 2007

 VIA FAX, OVERNIGHT MAIL AND EDGAR

 John Cash

 Accounting Branch Chief

 Division of Corporation Finance

 United States Securities and Exchange Commission

 Mail Stop 7010

 450 Fifth Street, N.W.

 Washington, D.C. 20549-7010

 Re:

McGrath RentCorp Form 10-K

Filed March 14, 2007

File No. 0-13292

 Dear Mr. Cash:

 On behalf of McGrath RentCorp, a California corporation (the “Company”), we submit this letter in response to the comment from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) by letter dated September 11, 2007 (the “Staff Letter”) with respect to the Company’s Form 10-K filed March 14, 2007 (the “Form 10-K”).

 For the Staff’s convenience, we have reproduced the comment from the Staff Letter in full below and the comment is followed by the
Company’s response. This letter is being sent via facsimile to fax number 202-772-9369 and via overnight courier to your attention and will be filed on EDGAR tagged as correspondence.

 FORM 10-K for Fiscal Year Ended December 31, 2006

 Selected Financial Data, Page 25

1.
We note your proposed revisions to the non-GAAP financial measure disclosures you submitted in response to prior comment 1. As you indicate in the fourth paragraph of your
proposed future disclosures to be included under Item 7, management uses this measure to further evaluate period-to-period operating performance. Therefore, please provide a reconciliation to both Net Income and Net Cash Provided by Operating
Activities in your future filings as the measure is currently used as both a performance and a liquidity measure.

 Securities and Exchange Commission

 September 21, 2007

 Page Two

 RESPONSE: In
future filings, beginning with the Company’s Form 10-Q for the fiscal quarter ended September 30, 2007, the Company will provide a reconciliation of “Adjusted EBITDA” to both Net Income and Net Cash Provided by Operating
Activities.

 *    *    *

 The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the Form 10-K, that comments of the Staff or changes
in disclosures in response to comments of the Staff do not foreclose the Commission from taking any action with respect to the Form 10-K, and that 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.

 Should you have any further questions or comments regarding the
above-referenced filing, please feel free to contact the undersigned at (925) 453-3106, Dave Whitney, our corporate controller at (925) 453-3196, or our counsel, Walter Conroy of Morrison & Foerster LLP at (415) 268-7461.
Thank you for your assistance.

 Very truly yours,

 /s/ Keith E. Pratt

 Keith E. Pratt

 Senior Vice President and Chief Financial Officer

 cc:

Bret Johnson

Division of Corporation Finance

United States Securities and Exchange Commission

Walter Conroy, Esq.

Morrison & Foerster LLP

Tony Perazzo

Grant Thornton LLP

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
        September 11, 2007

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, 2006
  File No. 0-13292

Dear Mr. Pratt:

We have reviewed your responses an d have the following comment.  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 THE FISCAL YE AR ENDED DECEMBER 31, 2006

Selected Financial Data, page 25

1.  We note your proposed revisions to the non-GAAP fina ncial measure disclosures
you submitted in response to prior comment 1.  As you indicate in the fourth paragraph of your proposed future disclo sures to be included under Item 7,
management uses this measure to furt her evaluate period -to-period operating
performance.  Therefore, please provide a reconciliation to both Net Income and
Net Cash Provided by Operating Activities in your future filings as the measure is
currently used as both a performa nce and a liquidity measure.

Keith Pratt
McGrath RentCorp
August 9, 2007
Page 2

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.

 You may contact Bret Johnson at (202 ) 551-3753 or me at (202) 551-3768 if you
have questions regarding our comments.

Sincerely,

John Cash
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

 September 4, 2007

 VIA FAX, OVERNIGHT MAIL AND EDGAR

 John Cash

 Accounting Branch Chief

 Division of Corporation Finance

 United States Securities and Exchange Commission

 Mail Stop 7010

 450 Fifth Street, N.W.

 Washington, D.C. 20549-7010

Re:
McGrath RentCorp Form 10-K

 Filed March 14, 2007

 File No. 0-13292

 Dear Mr. Cash:

 On behalf of McGrath RentCorp, a California corporation (the “Company”), we submit this letter in response to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated August 9, 2007 (the “Staff Letter”) with respect to the Company’s
Form 10-K filed March 14, 2007 (the “Form 10-K”).

 For the Staff’s convenience, we have reproduced the
comments from the Staff Letter in full below and each comment is followed by the Company’s response. In addition, we have included examples of revised disclosures, which we intend to include in future filings. This letter is being sent via
facsimile to fax number 202-772-9369 and via overnight courier to your attention and will be filed on EDGAR tagged as correspondence.

 FORM 10-K
for Fiscal Year Ended December 31, 2006

 Selected Financial Data, Page 25

1.
We note your presentation of the non-GAAP measure “EBITDA” and have the following comments.

•

 You indicate that you believe this measure is useful in evaluating your liquidity and financial condition, and you also indicate that management as well as your
lender utilizes this measure in evaluating the performance of the business. You state in your MD&A on page 27 that several of the loan covenants and the determination of the interest rate related to your revolving line of credit are expressed by
reference to this financial measure. As

 Securities and Exchange Commission

 September 4, 2007

 Page Two

these statements imply that this measure is being used as both a liquidity and performance measure, you are required to reconcile this measure to the most
directly comparable GAAP financial measure which would be “Net Cash Provided by Operating Activities” for liquidity and “Net Income” for performance. Please tell us the manner in which management is using this non-GAAP measure to
conduct or evaluate its business.

•

 Since the measure you disclose as EBITDA excludes items in addition to what this acronym suggests, please revise future filings to re-name this measure to better
indicate what it excludes. Refer to Question 14 of our Frequently Asked Questions (FAQ) regarding the use of non-GAAP Financial Measures issued in June 2003 on our website.

•

 Since the measure excludes non-cash stock compensation expense, please revise future filings to provide all disclosures required by SAB Topic 14:G, including the
disclosures referenced in Question 8 of the FAQ on our website.

•

 You also discuss this measure and its use by your lenders on page 40 under your discussion of liquidity and capital resources. Please refer to Question 10 of the
FAQ on our website and provide the suggested additional disclosures in your future filings.

 RESPONSE: In future filings, beginning
with the Company’s Form 10-Q for the fiscal quarter ended September 30, 2007, the Company will modify its disclosure to be consistent with the Staff’s comments as follows:

•

 The Company will reconcile Adjusted EBITDA to “Net Cash Provided by Operating Activities” and “Net Income”. We will also revise our disclosure
to more fully discuss that management uses Adjusted EBITDA as a supplement to GAAP measures to further evaluate the Company’s period to period operating performance and evaluate the Company’s ability to meet future capital expenditure and
working capital requirements.

•

 The Company will rename what is currently referred to as “EBITDA” in our Form 10-K as “Adjusted EBITDA” to better indicate what GAAP measures
are excluded.

•

 The Company will revise its disclosure to provide all disclosure required by SAB Topic 14: G, including the disclosures referenced in Question 8 of the FAQ on the
Commission’s website to include the manner in which management uses the measure, why we believe the measure is useful to investors and the material limitations associated with this non-GAAP measure.

•

 As noted by Staff, the Company’s lenders use Adjusted EBITDA as defined by the Company and we will provide the suggested additional disclosures referenced in
Question 10 of the FAQ on the Commission’s website. Since the credit agreements are material agreements, to the extent the covenant calculations are material to the Company’s financial condition and/or liquidity, in future filings we will
provide discussion with respect to these calculations and the effect of the Company’s compliance, or non-compliance, with the covenants.

 In future filings we will include disclosure in substantially the form below:

 Securities and Exchange Commission

 September 4, 2007

 Page Three

“Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations. - Page 27:

 To supplement the Company’s financial data presented on a basis consistent with Generally Accepted Accounting Principles (“GAAP”), the
Company presents Adjusted EBITDA which is defined by the Company as net income before minority interest in income of subsidiary, interest expense, provision for income taxes, depreciation, amortization, and non-cash stock compensation.

The Company presents Adjusted EBITDA as a financial measure as management believes it provides useful information to investors regarding the
Company’s liquidity and financial condition and because management, as well as the Company’s lenders use this measure in evaluating the performance of the Company.

 The Company’s growth in rental assets has been primarily funded through internal cash flow and conventional bank financing. Two of the loan
covenants and the determination of the interest rate and commitment fees related to the Company’s revolving line of credit are expressed by reference to Adjusted EBITDA, similarly calculated. See “Liquidity and Capital Resources”
below and the Risk Factor entitled “The majority of our indebtedness is subject to variable interest rates, which makes us vulnerable to increases in interest rates.”

 Management uses Adjusted EBITDA as a supplement to GAAP measures to further evaluate the Company’s period-to-period operating performance and
evaluate the Company’s ability to meet future capital expenditure and working capital requirements. Management believes the exclusion of non-cash charges, including stock based compensation, is useful in measuring the Company’s cash
available to operations and the performance of the Company. Because we find Adjusted EBITDA useful we believe our investors will also find Adjusted EBITDA useful in evaluating the Company’s performance.

 Adjusted EBITDA should not be considered in isolation or as a substitute for net income, cash flows, or other consolidated income or cash flow data
prepared in accordance with generally accepted accounting principles in the United States or as a measure of the Company’s profitability or liquidity. Adjusted EBITDA is not in accordance with or an alternative for GAAP, and may be different
from non–GAAP measures used by other companies. Unlike EBITDA which may be used by other companies or investors, Adjusted EBITDA does not include stock-based compensation charges and income from the minority interest in our Enviroplex
subsidiary. We believe that Adjusted EBITDA is of limited use in that it does not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP and does not accurately reflect real cash
flow. In addition, other companies may not use Adjusted EBITDA or may use other non-GAAP measures, limiting the usefulness of Adjusted EBITDA. Therefore, Adjusted EBITDA should only be used to evaluate the Company’s results of operations in
conjunction with the corresponding GAAP measures. The presentation of Adjusted EBITDA is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP measures. We compensate for the limitations of Adjusted EBITDA
by relying upon GAAP results to gain a complete picture of the Company’s performance. Since Adjusted EBITDA is a non-

 Securities and Exchange Commission

 September 4, 2007

 Page Four

GAAP financial measure as defined by the Securities and Exchange Commission, we include in this report reconciliations of Adjusted EBITDA to the most
directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States. These reconciliations are included in “Item 6. Selected Financial Data” above.

Item 6.
Selected Financial Data - Page 26:

 Reconciliation of Adjusted
EBITDA to Net Cash Provided by Operating Activities, the most directly comparable GAAP measure:

 (dollar amounts in thousands)

Three Months Ended
September 30,

Six Months Ended
September 30,

Twelve Months Ended
September 30,

2007

2006

2007

2006

2007

2006

 Adjusted EBITDA 1

$

$

$

$

$

$

 Interest Paid

 Income Taxes Paid

 Gain on Sale of Rental Equipment

 Change in certain assets and liabilities:

 Accounts Receivable

 Prepaid Expenses and Other Assets

 Accounts Payable and Accrued Liabilities

 Deferred Income

 Net Cash Provided by Operating Activities

$

$

$

$

$

$

1
Adjusted EBITDA is defined as net income before minority interest in income of subsidiary, interest expense, provision for income taxes, depreciation, amortization, and other
non-cash stock compensation.

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations. - Page 40:

 Adjusted EBITDA is a component of two restrictive financial covenants for the Company’s unsecured line of credit and senior notes. Under these
agreements, the Company is subject to the following:

•

 Maintain a leverage ratio of funded debt to Adjusted EBITDA (as defined) not to exceed 2.25. At September 30, 2007 the actual ratio was
            .

•

 Maintain a fixed charge coverage of Adjusted EBITDA to fixed charges of at least 2.00. At September 30, 2007 the actual ratio was
            .

 At September 30, 2007, the Company
was in compliance with these covenants. There are no anticipated trends that we are aware of that would indicate non-compliance with these covenants, though, significant deterioration in our financial performance could impact our ability to comply
with these covenants.”

 Securities and Exchange Commission

 September 4, 2007

 Page Five

 Exhibit 31 — Section 302 Certifications

2.
We note the introduction which identifies the certifying individual and includes that individual’s title, which is not required as the certifying officer is signing the
certificate in a personal capacity. In your future annual and quarterly filings, please provide your certifications using the exact language as provided in Item 601(b)(31)(i) of Regulation S-K.

 RESPONSE: In future filings, beginning with the Company’s Form 10-Q for the fiscal quarter ended September 30, 2007, the Company will exclude the certifying
individuals’ titles from the introduction to the Section 302 certifications.

 * * *

 The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the Form 10-K, that comments of the Staff or changes
in disclosures in response to comments of the Staff do not foreclose the Commission from taking any action with respect to the Form 10-K, and that 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.

 Should you have any further questions or comments regarding the
above-referenced filing, please feel free to contact the undersigned at (925) 453-3106, Dave Whitney, our corporate controller at (925) 453-3196, or our counsel, Walter Conroy of Morrison & Foerster LLP at (415) 268-7461.
Thank you for your assistance.

 Very truly yours,

 /s/ Keith E. Pratt

 Keith E. Pratt

 Senior Vice President and Chief Financial Officer

cc:
Bret Johnson

 Division of Corporation Finance

United States Securities and Exchange Commission

 Walter Conroy, Esq.

 Morrison & Foerster LLP

 Tony Perazzo

 Grant Thornton LLP

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
        August 9, 2007

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, 2006
  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 THE FISCAL YE AR ENDED DECEMBER 31, 2006

Selected Financial Data, page 25

1.  We note your presentation of the non- GAAP measure “EBITDA” and have the
following comments.

• You indicate that you believe this m easure is useful in evaluating your
liquidity and financial condition, and you also indicate that management as
well as your lender utilizes this meas ure in evaluating the performance of
the business.  You state in your MD&A on page 27 that several of the loan

Keith Pratt
McGrath RentCorp
August 9, 2007
Page 2
covenants and the determination of the interest rate related to your
revolving line of credit are expresse d by reference to this financial
measure.  As these statements imply that this measure is being used as both
a liquidity and performance measure, you are required to reconcile this
measure to the most directly comparable GAAP financial measure which would be “Net Cash Provided by Operating Activities” for liquidity and “Net Income” for performance.  Please tell us the manner in which
management is using this non-GAAP measure to conduct or evaluate its business.
• Since the measure you disclose as EBITDA excludes items in addition to
what this acronym suggests, please revise future filings to re-name this
measure to better indicate what it ex cludes.  Refer to Question 14 of our
Frequently Asked Questions (FAQ)  regarding the use of non-GAAP
Financial Measures issued in June 2003 on our website.
• Since the measure excludes non-cash stock compensation expense, please revise future filings to provide all disclosures required by SAB Topic 14:G,
including the disclosure s referenced in Question 8 of the FAQ on our
website.
• You also discuss this measure and its use by your lenders on page 40 under
your discussion of liquidity and capital resources.  Please refer to Question
10 of the FAQ on our website and provide the suggested additional
disclosures in your future filings.

Exhibit 31 – Section 302 Certifications

2. We note the introduction which identifies the certifying individual and includes
that individual’s title, which is not required as the certi fying officer is signing the
certificate in a personal capacity.  In your future annual and quarterly filings, please provide your certifications using the exact language as provided in Item
601(b)(31)(i) 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.

Keith Pratt
McGrath RentCorp
August 9, 2007
Page 3
 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

• 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 (202 ) 551-3753 or me at (202) 551-3768 if you
have questions regarding our comments.

Sincerely,

John Cash
Accounting Branch Chief