FORM 10-Q 



                       SECURITIES AND EXCHANGE COMMISSION 
                            Washington, D.C.  20549 

                            _________________________


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) 
                     OF THE SECURITIES EXCHANGE ACT OF 1934 


                      For the quarter ended March 31, 1996 
                          Commission File No.  0-13292 


                                McGRATH RENTCORP 

             (Exact name of registrant as specified in its Charter) 

                       California               94-2579843 

              (State or other jurisdiction      (I.R.S.  Employer 
            of incorporation or organization)   Identification No.) 



                               2500 Grant Avenue 
                          San Lorenzo, California 94580 

                     (Address of principal executive offices) 

                  Registrant's telephone number: (510) 276-2626 



                         _________________________ 


        Indicate  by check  mark  whether  the Registrant  (1)  has filed  all
   reports  required to  be filed  by Section  13 or  15(d) of  the Securities
   Exchange Act  of 1934 during the  preceding 12 months (or  for such shorter
   period that the  Registrant was required to file such  reports) and (2) has
   been subject to such filing requirements for the past 90 days. 

                       Yes     X           No 
                             ______             _______


        At May  1, 1996,  7,585,675 shares of  Registrant's Common  Stock were
   outstanding. 

                         _________________________ 








                                                               McGrath RentCorp
                                                   First Quarter 1996 Form 10-Q
                                                                         Page 1

                          PART 1.  FINANCIAL INFORMATION

   ITEM 1.  FINANCIAL STATEMENTS.


                       CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)
                                                           Three months ended
                                                               March 31,
                                                        -----------------------
                                                           1996        1995
                                                        ----------- -----------
   REVENUES:
     Rental operations-
       Rental                                          $11,557,798 $11,074,099
       Rental related services                           1,658,386   2,030,738
                                                        ----------- -----------
                                                        13,216,184  13,104,837
     Sales and related services                          4,489,167   3,544,632
                                                        ----------- -----------
             Total revenues                             17,705,351  16,649,469
                                                        ----------- -----------
   COSTS & EXPENSES:
     Direct costs of rental operations-
       Depreciation                                      3,005,653   2,754,380
       Rental related services                           1,026,590   1,175,651
       Other                                             1,228,130   1,152,418
                                                        ----------- -----------
                                                         5,260,373   5,082,449
     Cost of sales and related services                  3,100,825   2,328,899
                                                        ----------- -----------
                                                         8,361,198   7,411,348
                                                        ----------- -----------
            Gross margin                                 9,344,153   9,238,121

     Selling and administrative expenses                 3,610,473   3,302,686
                                                        ----------- -----------
            Income from operations                       5,733,680   5,935,435

     Interest expense                                      635,274     675,454
                                                        ----------- -----------
           Income before provision
           for income taxes                              5,098,406   5,259,981

     Provision for income taxes                          2,024,829   2,083,012
                                                        ----------- -----------
     Net income                                        $ 3,073,577 $ 3,176,969
                                                        =========== ===========

     Net income per share                              $      0.39 $      0.38
                                                        =========== ===========

   The accompanying notes are an integral part of these financial statements.






                                                                McGrath RentCorp
                                                    First Quarter 1996 Form 10-Q
                                                                          Page 2


                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                                        March 31,   December 31,
                                                           1996         1995
                                                       ------------ ------------
   ASSETS
   Cash                                               $     70,284 $    221,075
   Accounts receivable, less allowance for
     doubtful accounts of $605,000 in 1996
     and in 1995                                        12,113,836   13,201,196

   Rental equipment, at cost:
     Relocatable modular offices                       146,444,288  146,867,850
     Electronic test instruments                        37,478,705   34,932,807
     Accessory equipment                                 3,778,950    3,755,754
                                                       ------------ ------------
                                                       187,701,943  185,556,411
     Less - Accumulated depreciation                   (59,488,379) (57,948,456)
                                                       ------------ ------------
                                                       128,213,564  127,607,955

   Land, at cost                                        19,489,300   19,489,300
   Land improvements, furniture and equipment,
     at cost, less accumulated depreciation of
     $2,824,369 in 1996 and $2,708,404 in 1995          13,914,579   12,713,095
   Prepaid expenses and other assets                     1,755,564    1,897,700
                                                       ------------ ------------
                                                      $175,557,127 $175,130,321
                                                       ============ ============

   LIABILITIES AND SHAREHOLDERS' EQUITY
   Liabilities:
    Notes payable                                     $ 35,855,000 $ 37,080,000
    Accounts payable and accrued liabilities            12,710,970   11,701,417
    Deferred income                                      4,754,285    5,967,063
    Deferred income taxes                               36,302,720   34,488,695
                                                       ------------ ------------
               Total liabilities                        89,622,975   89,237,175
                                                       ------------ ------------

   Shareholders' equity:
     Common stock, no par value -
       Authorized - 2O,OOO,OOO shares
       Outstanding - 7,693,315 shares in 1996
                     and 7,769,813 in 1995               6,950,308    8,913,311
     Retained earnings                                  78,983,844   76,979,835
                                                       ------------ ------------
               Total shareholders' equity               85,934,152   85,893,146
                                                       ------------ ------------
                                                      $175,557,127 $175,130,321
                                                       ============ ============

   The accompanying notes are an integral part of these financial statements.





                                                                McGrath RentCorp
                                                    First Quarter 1996 Form 10-Q
                                                                          Page 3

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                         Increase (decrease) in cash
                               (Unaudited)
                                                             Three months ended
                                                                  March 31,
                                                         -----------------------
                                                            1996        1995
                                                         ----------- -----------
Cash flows from operating activities:
  Net income                                            $ 3,073,577 $ 3,176,969
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                           3,178,949   3,208,414
   Gain on sale of rental equipment                      (1,115,396)   (906,519)
   Change in:
    Accounts receivable                                   1,087,360   1,039,808
    Prepaids and other assets                               142,136    (291,993)
    Accounts payable and accrued liabilities                875,338     405,812
    Deferred income                                      (1,212,778) (1,091,226)
    Deferred income taxes                                 1,814,025   1,583,171
                                                         ----------- -----------
      Net cash provided by operating activities           7,843,211   7,124,436
                                                         ----------- -----------
Cash flows from investing activities:
  Purchase of rental equipment                           (5,501,792) (3,691,143)
  Purchase of land improvements, furniture and equipment (1,374,781) (2,841,304)
  Proceeds from sale of rental equipment                  3,005,926   2,326,353
                                                         ----------- -----------
      Net cash used in investing activities              (3,870,647) (4,206,094)
                                                         ----------- -----------
Cash flows from financing activities:
  Net borrowings (payments) under line of credit         (1,225,000) (1,900,000)
  Proceeds from the exercise of stock options               252,125      26,865
  Repurchase of common stock                             (2,215,127)   (714,037)
  Payment of dividends                                     (935,353)   (900,344)
                                                         ----------- -----------
      Net cash used in financing activities              (4,123,355) (3,487,516)
                                                         ----------- -----------
      Net increase (decrease) in cash                      (150,791)   (569,174)
Cash balance, beginning of period                           221,075   1,151,648
                                                         ----------- -----------
Cash balance, end of period                             $    70,284 $   582,474
                                                         =========== ===========

Interest paid during period                             $   641,163 $   700,880
                                                         =========== ===========
Income taxes paid during period                         $   210,804 $    ---
                                                         =========== ===========
Dividends declared but not yet paid                     $ 1,069,567 $   977,940
                                                         =========== ===========

  The accompanying notes are an integral part of these financial statements.




                                                                McGrath RentCorp
                                                    First Quarter 1996 Form 10-Q
                                                                          Page 4

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                                  March 31, 1996 
                 ------------------------------------------ 

    1.  The consolidated financial information for the three months ended March
    31,  1996 has  not been  audited,  but in  the opinion  of management,  all
    adjustments (consisting  of only  normal recurring  accruals, consolidation
    and  eliminating  entries)  necessary  for the  fair  presentation  of  the
    consolidated results of  operations, financial position, and  cash flows of
    McGrath RentCorp (the "Company") have  been made.  The consolidated results
    of  the three  months ended  March  31, 1996  should not  be considered  as
    necessarily indicative of the consolidated results for the entire year.  It
    is  suggested  that these  consolidated  financial  statements be  read  in
    conjunction with the financial statements and notes thereto included in the
    Company's latest Form 10-K. 

    2.  The  number of  outstanding shares  and equivalent  shares used  in the
    earnings per common share calculations were as follows: 


    Quarter ended March 31,            Primary        Fully Diluted 
    -----------------------            ---------      ------------- 
    1996                               7,878,185        7,881,295 
    1995                               8,262,300        8,262,300 






                                                                McGrath RentCorp
                                                    First Quarter 1996 Form 10-Q
                                                                          Page 5

    ITEM  2.  MANAGEMENT  DISCUSSION AND  ANALYSIS OF  FINANCIAL CONDITION  AND
    RESULTS OF OPERATIONS. 

    Three Months Ended March 31, 1996 and 1995 

         Rental revenues for the first quarter of 1996 increased by $483,699, a
    4% increase  over the  same period  in 1995.   The rental  revenue increase
    from electronics  of $819,584 was  offset by  a $335,885 decline  in rental
    revenues from relocatable modular  offices.  Average utilization during the
    first quarter  declined for  electronic equipment from  56.7% to  54.7% and
    modular equipment from 75.5% to 70.0% compared to the same period in 1995. 

         Rental  related services  for the  three months  ended March  31, 1996
    decreased $372,352,  an 18%  decrease from  the same  period in  1995.  The
    decrease was due  primarily to fewer site work  requirements experienced in
    1996  and less  incentive  fees  earned during  the  quarter for  equipment
    management. 

         Sales and related  services for the three months ended  March 31, 1996
    increased $944,535,  a 27% increase, compared  to the same period  in 1995.
    Sales  and  related  services  from  quarter  to  quarter  have  fluctuated
    depending on  customer requirements.   Gross margins  on sales  and related
    services declined from 34% in 1995 to 31% in 1996. 

         Selling and  administrative expenses  increased $307,787 (9%)  for the
    three  months ended  March 31,  1996 compared  to the  same period  in 1995
    primarily due to increased staffing levels and personnel costs. 

         Income  before provision  for taxes  decreased $161,575  (3%) for  the
    three months ended March  31, 1996 from the same period  in 1995 with after
    tax income  decreasing $103,392 (3%).   Earnings per share for  the quarter
    increased from  $0.38 per  share to $0.39  per share as  a result  of fewer
    outstanding shares. 





                                                                McGrath RentCorp
                                                    First Quarter 1996 Form 10-Q
                                                                          Page 6

    Liquidity and Capital Resources. 

         The debt (notes  payable) to equity ratio  was 0.42 to 1  at March 31,
    1996  compared  to  0.43 to  1  at  December  31,  1995.  The  debt  (total
    liabilities) to  equity ratio at  the end of the  current period and  as of
    December 31, 1995 was 1.04 to 1. 

         The  Company continues  to  make  purchases of  shares  of its  common
    stock  from time  to time  in  the over-the-counter  market (NASDQ)  and/or
    through   privately  negotiated,   large   block   transactions  under   an
    authorization of the  Board of Directors.  The Board  of Directors believes
    the Company's shares  are currently undervalued by the market  and that the
    repurchase of its shares is a good investment for the Company at this time.
    Shares repurchased  by the Company  will be  cancelled and returned  to the
    status of authorized but unissued stock.   From January 1, 1996 thru May 1,
    1996, the Company has repurchased a total of 225,700 shares of common stock
    with an  aggregate cost  of $4,377,324  or an average  price of  $19.39 per
    share.  As of May 1, 1996, 269,300 shares remain authorized for repurchase. 

         The Company's  primary use of  funds is to purchase  rental equipment,
    and  funds  will continue  to  be  used for  this  purpose  in the  future.
    Additionally, the Company plans to make further improvements to the land at
    their  inventory facility  located Northern  California.  The  Company also
    pays quarterly dividends,  which will constitute an additional  use of cash
    in 1996. 




                            PART II.  OTHER INFORMATION

    ITEM 5.  OTHER INFORMATION

         On March  29, 1996 the  Company declared  a quarterly dividend  on its
    Common Stock; the  dividend was $0.14 per share.  Subject  to its continued
    profitability and favorable cash flow,  the Company intends to continue the
    payment  of quarterly  dividends.  The  Company's loan  agreement with  its
    banks prohibits payment of dividends in excess  of 50% of net income in any
    one year without the banks' consent. 


    ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


    (a) EXHIBITS.  No exhibits included. 

    (b) REPORTS ON FORM 8-K.  No reports on form 8-K have been filed during the
    quarter for which this report is filed. 




                                                                McGrath RentCorp
                                                    First Quarter 1996 Form 10-Q
                                                                          Page 7



                                         SIGNATURES 

         Pursuant to the  requirements of the Securities Exchange  Act of 1934,
    the Registrant has  duly caused this report  to be signed on  its behalf by
    the undersigned thereunto duly authorized. 


    Date: May 1, 1996                       McGRATH RENTCORP


                                            By: /s/ Delight Saxton 
                                            ___________________________ 
                                            Delight Saxton 
                                            Vice-President of Administration, 
                                            Chief Financial Officer and 
                                            Secretary 




 


5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MCGRATH RENTCORP'S QUARTERLY REPORT (10Q) FOR THE QUARTER ENDING MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 70 0 12,718 (605) 0 0 223,930 (62,313) 175,557 0 0 0 0 6,950 78,984 175,557 17,705 17,705 8,361 9,344 3,610 0 635 5,098 2,025 3,074 0 0 0 3,074 .39 0 Includes Rental Equipment, Land, Land Improvements, Furniture and Equipment. Accumulated Depreciation related to footnote 16 above.