Unassociated Document
ESSEX
RENTAL CORP.
1110 Lake
Cook Road, Suite 220
Buffalo
Grove, Illinois 60089-1974
June 12,
2009
Via Edgar
Transmission
United
States Security and Exchange Commission Division of Corporate
Finance
100
F Street, N.E.
Washington,
D.C. 20549-7010
Attention: Dieter
King
|
Re:
|
Essex
Rental Corp.
Post-Effective
Amendment No. 1 on Form S-3 to Registration Statement on Form
S-1
Filed
on May 21, 2009
File
No.:
333-138452
|
Dear Mr.
King:
Reference
is hereby made to Essex Rental Corp.’s (“Essex”)
Post-Effective Amendment No. 1 (the “Filing”) on Form S-3
to Essex’s Registration Statement on Form S-1, filed with the Securities and
Exchange Commission (the “Commission”) on May
21, 2009.
Essex hereby acknowledges that: (i)
should the Commission or the staff, acting pursuant to delegated authority,
declare the Filing effective, it does not foreclose the Commission from taking
any action with respect to the Filing; (ii) the action of the Commission or the
staff, acting pursuant to delegated authority, in declaring the Filing
effective, does not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the Filing, and (iii) Essex will not
assert the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
If you have any questions concerning
the Filing, please contact Todd Emmerman of Katten Muchin Rosenman LLP, counsel
to Essex, by telephone at (212) 940-8873 or fax at (212) 894-5873.
Sincerely
yours,
ESSEX
RENTAL CORP.
/s/ Martin A.
Kroll
Martin A.
Kroll
Chief
Financial Officer