AMENDMENT TO ARTICLES OF INCORPORATION

Exhibit 3.1.2


MCGRATH RENTCORP

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION


Dennis C. Kakures and Delight Saxton certify that:

1. They are the President and the Secretary, respectively, of McGrath
RentCorp, a California corporation.

2. Article Four of the Articles of Incorporation of this corporation is
amended to read in its entirety as follows:

"The corporation is authorized to issue only one class of
shares, which shall be designated "Common Stock," and the
total number of shares which this corporation is authorized
to issue is forty million (40,000,000). Upon amendment of
this Article to read as herein set forth, each outstanding
share of Common Stock is split up and converted into two (2)
shares of Common Stock."

3. The foregoing Amendment of Articles of Incorporation has been duly
approved by the Board of Directors.

4. The corporation has only class of shares outstanding, and in accordance
with Corporations Code Section 902(c), the approval of the shareholders is not
required for the foregoing Amendment of Articles of Incorporation.

We declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

Dated: April 1, 1997


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Dennis C. Kakures, President


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Delight Saxton, Secretary