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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT
Pursuant to section 13 or 15(d) of the
Securities exchange act of 1934

Date of Report (Date of earliest event reported):                 November 6, 2008

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McGRATH RENTCORP
(Exact name of registrant as specified in its Charter)

(925) 606-9200
(Registrant’s Telephone Number, Including Area Code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02     Results of Operations and Financial Condition.

On November 6, 2008, McGrath RentCorp (the “Company”) announced via press release the Company’s results for its third quarter ended September 30, 2008.  A copy of the Company’s press release is attached hereto as Exhibit 99.1.  This Form 8-K and the attached exhibit are provided under Items 2.02 and 9.01 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission, and shall not be incorporated by reference in any filing under the Securities Act of 1934 or the Securities Exchange Act of 1934.

Item 9.01     Financial Statements and Exhibits.

(d)   Exhibits.

Exhibit No.         Description

99.1                     Press Release of McGrath RentCorp, dated November 6, 2008.

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 hereunto duly authorized.

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Exhibit 99.1

McGrath RentCorp Announces Results for Third Quarter 2008

EPS Increases 4% to $0.48 for the Quarter

Rental Revenues Increase 5%

LIVERMORE, Calif.--(BUSINESS WIRE)--November 6, 2008--McGrath RentCorp (NASDAQ:MGRC) today announced revenues for the quarter ended September 30, 2008, of $86.3 million, an increase of 7%, compared to $80.8 million in the third quarter 2007. The Company reported net income for the third quarter 2008 of $11.6 million, or $0.48 per diluted share, compared to net income of $11.9 million, or $0.46 per diluted share, in the third quarter 2007.

For the third quarter of 2008, the Company’s Mobile Modular division reported a 1% increase in rental revenues to $26.1 million from $25.9 million in the third quarter 2007, with gross profit on rental revenues decreasing 5% to $15.7 million from $16.6 million in the third quarter 2007. Sales revenues decreased 4% from $13.3 million in the third quarter 2007 to $12.8 million, and gross profit on sales decreased 3% to $2.9 million in the third quarter 2008. Total gross profit decreased 8% from $23.0 million in the third quarter 2007 to $21.2 million in the third quarter 2008. Selling and administrative expenses increased $0.6 million to $7.7 million in the third quarter 2008. As a result, Mobile Modular’s pre-tax income decreased 15% from $14.0 million to $11.8 million in the third quarter 2008.

For the third quarter of 2008, the Company’s TRS-RenTelco division reported a 10% increase in rental revenues to $23.9 million from $21.7 million in the third quarter of 2007, with gross profit on rental revenues increasing 8% to $9.6 million from $8.9 million in the third quarter 2007. Sales revenues increased 73% from $3.7 million to $6.4 million in the third quarter 2008, with gross profit on sales increasing $1.7 million to $3.0 million from $1.3 million in the third quarter 2007. Total gross profit increased 22% from $10.7 million in the third quarter 2007 to $13.1 million in the third quarter 2008. Selling and administrative expenses increased $1.4 million to $6.3 million in the third quarter 2008. As a result, TRS-RenTelco’s pre-tax income increased 20% from $4.9 million to $5.9 million in the third quarter 2008.

Dennis Kakures, President and CEO of McGrath RentCorp, made the following comments regarding these results:

“Although sound overall, our third quarter numbers reflect mixed results with continued favorable rental revenue growth in our electronics business, and various market challenges in our modulars division.

TRS-RenTelco had a solid third quarter with a 10% increase in rental revenues over last year’s results. We continued to see favorable market conditions across a fairly broad base of customer segments, including communications network, aerospace and defense applications, and semiconductor and consumer electronics product development and manufacturing. Divisional pre-tax profit increasing approximately 20% for the quarter from a year ago reflects both higher rental and sale activity, offset by increased SG&A expenses, chiefly for personnel to support the organic launch of our new environmental test equipment business.

Mobile Modular’s 1% increase in rental revenues over the third quarter of last year reflects growth in our Florida and Texas markets, offset by challenging commercial and educational markets in California. Divisional pre-tax profit decreasing approximately 15% for the quarter over last year was chiefly due to significantly lower residential construction business levels, a more competitive educational rental environment in California, lower rental related services activity, and increased SG&A expenses, mainly for personnel to support our modular expansion into North Carolina and Georgia.

The challenging overall business conditions have caused us to lower the profit forecast for our modular business in the fourth quarter. As a result we are revising our full year guidance to $1.70 to $1.75 per diluted share.

Looking ahead, while we have not yet completed our detailed plans for 2009 we currently expect the slowing economy will make it difficult for our existing operations to achieve growth in earnings per share next year. We believe that our rental divisions have solid market positions, generate significant cash flows and will weather an economic slowdown better than many businesses. In addition, we are continuing to invest in our strategic initiatives to add to our long-term growth opportunity.”

THIRD QUARTER 2008 HIGHLIGHTS (AS COMPARED TO THIRD QUARTER 2007)

• Rental revenues increased 5% to $50.0 million. Within rental revenues, Mobile Modular increased 1% from $25.9 million to $26.1 million; TRS-RenTelco increased 10% from $21.7 million to $23.9 million.
• Sales revenues increased 17% to $26.3 million, resulting from higher sales volume in TRS-RenTelco and Enviroplex, partly offset by lower sales volume in Mobile Modular. The higher sales volume and higher gross margin percentage of 30.5% compared with 26.7% in 2007, resulted in a gross profit increase of $2.0 million. Sales revenues and related gross margins can fluctuate from quarter to quarter depending on customer requirements, equipment availability and funding.
• Depreciation of rental equipment increased 9% to $14.6 million, with Mobile Modular increasing 6% to $3.4 million from $3.2 million in 2007, and TRS-RenTelco increasing 11% to $11.3 million from $10.2 million in 2007.
• Debt decreased $12.4 million during the quarter to $222.3 million, with the Company’s funded debt (notes payable) to equity ratio decreasing from 1.00 to 1 at June 30, 2008 to 0.91 to 1 as of September 30, 2008. As of September 30, 2008, the Company had capacity to borrow an additional $168.7 million under its lines of credit.
• Dividend rate increased 11% to $0.20 per share for the third quarter 2008, as compared to $0.18 per share for the third quarter of 2007. On an annualized basis, this dividend represents a 3.5% yield on the November 5, 2008 close price of $22.88.
• Adjusted EBITDA increased 2% to $37.9 million for the third quarter of 2008 compared to $37.2 million for the third quarter of 2007. At September 30, 2008, the Company’s ratio of funded debt to the last twelve months Adjusted EBITDA was 1.54 compared to 1.63 at June 30, 2008. 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-based compensation. A reconciliation of net income to Adjusted EBITDA and Adjusted EBITDA to net cash provided by operating activities can be found at the end of this release.

You should read this press release in conjunction with the financial statements and notes thereto included in the Company’s latest Form 10-K, 10-Q and other SEC filings. You can visit the Company’s web site at www.mgrc.com to access information on McGrath RentCorp, including the latest Form 10-K, 10-Q and other SEC filings.

FINANCIAL GUIDANCE

The Company is revising its previous full-year 2008 earnings guidance range of $1.72 to $1.82 to an updated range of $1.70 to $1.75 per diluted share. Such a forward-looking statement reflects McGrath RentCorp’s expectations as of November 6, 2008. Actual 2008 full-year earnings per share results may be materially different and affected by many factors, including those factors outlined in the “forward-looking statements” paragraph at the end of this press release.

About McGrath RentCorp

Founded in 1979, McGrath RentCorp is a diversified rental company. Under the trade name Mobile Modular Management Corporation (Mobile Modular), it rents and sells modular buildings to fulfill customers’ temporary and permanent classroom and office space needs in California, Texas, Florida, North Carolina and Georgia. In 2008, under the Mobile Modular Portable Storage trade name, the Company entered the portable storage rental business in Northern California. The Company’s TRS-RenTelco division rents and sells electronic test equipment and is one of the leading rental providers of general purpose and communications test equipment in the Americas. In 2008, under the trade name TRS-Environmental, the Company entered the environmental test equipment rental business serving the Americas.

CONFERENCE CALL NOTE: As previously announced in its press release of October 8, 2008, McGrath RentCorp will host a conference call at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) on November 6, 2008 to discuss the third quarter 2008 results. To participate in the teleconference, dial 1-800-257-7063 (in the U.S.), or 1-303-262-2161 (outside the US), or visit the investor relations section of the Company’s website at www.mgrc.com. Telephone replay of the call will be available for 48 hours following the call by dialing 1-800-405-2236 (in the U.S.), or 1-303-590-3000 (outside the U.S.). The pass code for the call replay is 11120726.

This press release contains statements, which constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to a number of risks and uncertainties. These statements appear in a number of places. Such statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “estimates”, “will”, “should”, “plans” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. These forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties. Actual results may vary materially from those in the forward-looking statements as a result of various factors. Important factors that could cause actual results to differ materially from the Company’s expectations are disclosed under "Risk Factors" and elsewhere in the Company’s 10-K, 10-Q and other SEC filings, including the following: the effectiveness of management’s strategies and decisions, general economic, stock market and business conditions, including in the states and countries where we sell or rent our products; continuing demand for our products; hiring, retention and motivation of key personnel; failure by third parties to manufacture our products in a timely manner and to our specifications; our ability to successfully implement information system upgrades; our ability to finance expansion and to locate and consummate acquisitions; fluctuations in interest rates and the Company’s ability to manage credit risk; our ability to effectively manage our rental assets; the risk that we may be subject to litigation and claims from employees, vendors and other third parties; fluctuations in the Company’s effective tax rate; changes in financial accounting standards; our failure to comply with internal control requirements; catastrophic loss to our facilities; state funding for education; new or modified statutory or regulatory requirements; success of the Company’s strategic growth initiatives; risks associated with doing business with government entities; seasonality of our educational and electronics business; intense industry competition; our ability to timely deliver, install and redeploy our modular products; significant increases in raw materials, labor, and other costs; and risks associated with operating internationally. There may be other factors not listed above that could cause actual results to vary materially from the forward-looking statements described in this press release. The Company assumes no obligation to update any forward-looking statements contained in this press release as a result of new information, future events, or developments.

Reconciliation of Adjusted EBITDA to the most directly comparable GAAP measures

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-based 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.

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 the Company believes its 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 former minority interest in the Company’s Enviroplex subsidiary. The Company believes 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. The Company compensates 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-GAAP financial measure as defined by the Securities and Exchange Commission, the Company includes in the tables below 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.

CONTACT:
McGrath RentCorp
Keith E. Pratt, 925-606-9200
Chief Financial Officer