8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         ------------------------------

                                    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): MARCH 24, 2005

                         ------------------------------


                             ELECTRO RENT CORPORATION
             (Exact name of registrant as specified in its charter)

         CALIFORNIA                     0-9061                    95-2412961
       (State or other           (Commission File Number)       (IRS Employer
jurisdiction of incorporation)                               Identification No.)



                          6060 SEPULVEDA BOULEVARD
                       VAN NUYS, CALIFORNIA 91411-2501
              (Address of principal executive offices and zip code)


       Registrant's telephone number, including area code:  (818) 787-2100


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:

[ ] 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))

                         ------------------------------

Item 2.02(a)  Results of Operations and Financial Condition

The following information is furnished pursuant to Item 12, "Results of
Operations and Financial Condition."

On March 24, 2004, Electro Rent Corporation issued a press release announcing
its financial results for the fiscal quarter ended February 28, 2005.  A copy of the
press release is furnished as Exhibit 99.1 to this report.

                         ------------------------------





                                    SIGNATURE


        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.


                                            ELECTRO RENT CORPORATION


Date: March 24, 2004                        By: /s/ CRAIG R. JONES
                                            ------------------------------
                                            Craig R. Jones
                                            Vice President and
                                            Chief Financial Officer



                           ------------------------------

                                  EXHIBIT INDEX



Exhibit No.        Description
- ------------       ------------------------------------------------------
   99.1            Press release, dated March 24, 2004,
                   issued by Electro Rent Corporation

EX-99

Electro Rent Corporation                FOR IMMEDIATE RELEASE


Investor Contact:                       Company Contact:
 Neil Berkman                            Daniel Greenberg
 Berkman Associates                      Chairman & CEO
 (310) 277-5162                          Electro Rent Corporation
 info@BerkmanAssociates.com              (818) 786-2525


 Electro Rent Corporation Reports Higher Revenue and Net Income
   For the Third Quarter and First Nine Months of Fiscal 2005

     VAN NUYS, CALIFORNIA, March 24, 2005 - Electro Rent
Corporation (NASDAQ:ELRC) today announced higher revenue and net
income for the third quarter and first nine months of fiscal 2005
compared to the same periods of fiscal 2004.


Third Quarter Results
     For the three months ended February 28, 2005, net income
increased 112% to $6.9 million, or $0.27 per diluted share,
compared to $3.3 million, or $0.13 per diluted share, for the
third quarter of fiscal 2004.  Revenue for this year's third
quarter increased 22% to $28.8 million from $23.6 million for the
same period last year.
     Rental and lease revenue for this year's third quarter
increased 11.2% to $18.9 million from $16.9 million for the third
quarter of fiscal 2004.  Equipment sales and other revenues
increased to $9.9 million compared to $6.6 million last year,
primarily due to an early lease termination and related buyout
transaction by a data products customer.


Nine Month Results
     For the nine months ended February 28, 2005, net income
increased 133% to $18.8 million, or $0.74 per diluted share,
which included $1.8 million (pre-tax) related to funds received
from a class action lawsuit.  This compares to net income of $8.1
million, or $0.32 per diluted share, for the first nine months of
fiscal 2004.  Revenue increased 16% to $81.9 million from $70.4
million for last year's first nine months.
     Operating income for the nine month period in fiscal 2004
was affected by a $2.3 million accrual related to the retirement
of a former officer, partly offset by a $1.2 million benefit from
the reversal of certain accounts receivable credits.  For the
three and nine month periods in fiscal 2005, income taxes were
reduced by $0.7 million and $1.4 million, respectively, due to a
change in estimated tax liability.

                              (more)


Electro Rent Corporation Reports Higher Revenue and Net Income
For the Third Quarter and First Nine Months of Fiscal 2005
March 24, 2005
Page Two


Operations Review
     "The improvement in economic conditions continued to have a
positive influence on our business in the third quarter, as did
the investments we made during the past couple of years to
increase our operating efficiency and improve customer service,"
said Chairman and Chief Executive Officer Daniel Greenberg.
"Return on average equity exceeded 14% for the first nine months
of fiscal 2005, compared to just 4.2% for the same period of
fiscal 2004, marking the attainment of a key profitability
benchmark for the first time in a number of years.  To support
our objectives for long-term growth, we are aggressively pursuing
a number of initiatives that we hope will begin to bear fruit for
the company in fiscal 2006."
     Greenberg continued, "Although the large early lease
termination and buyout transaction helped us achieve higher
revenue and net income for this year's third quarter, it will
reduce future monthly lease revenue by $0.3 million.  Still,
rental and lease activity for test and measurement equipment
continued to expand at a moderate pace compared to the same
periods a year ago.  Reflecting this growth and the improvement
in utilization and pricing associated with it, purchases of new
equipment in this year's third quarter continued to grow versus
last year's third quarter, as we addressed our customers' current
requirements and prepared for emerging opportunities we see on
the horizon.  With more of our rental assets productively
employed, there is less equipment available for sale and we
expect equipment sales to decline in importance compared to
recent years."
     Equipment purchases totaled $11.2 million for this year's
third quarter and $45.2 million for the first nine months of
fiscal 2005, compared to $9.7 million and $32.9 million for last
year's third quarter and first nine months, respectively.  Cash
and marketable securities were $82.2 million at February 28, 2005
compared to $82.2 million at May 31, 2004 and $75.0 million at
February 29, 2004.  The book value of Electro Rent's equipment
pool rose to $109.0 million at February 28, 2005 compared to
$96.3 million at May 31, 2004 and $86.4 million at February 29,
2004.
     Electro Rent has no debt, and its shareholders' equity at
February 28, 2005 was $189.0 million.

                              (more)


Electro Rent Corporation Reports Higher Revenue and Net Income
For the Third Quarter and First Nine Months of Fiscal 2005
March 24, 2005
Page Three


About Electro Rent
     Electro Rent Corporation (www.ElectroRent.com) is one of the
largest nationwide organizations devoted to the short-term rental
and leasing of personal computers, servers and general purpose
electronic test equipment.


"Safe Harbor" Statement:
     Except for the historical statements and discussions above,
our statements above constitute forward-looking statements within
the meaning of section 21E of the Securities Exchange Act of
1934.  These forward-looking statements reflect our management's
current views with respect to future events and financial
performance; however, you should not put undue reliance on these
statements.  When used, the words "anticipates," "believes,"
"expects," "intends," "future," and other similar expressions
identify forward-looking statements.  These forward-looking
statements are subject to certain risks and uncertainties.  We
believe our management's assumptions are reasonable, nonetheless,
it is likely that at least some of these assumptions will not
come true.  Accordingly, our actual results will probably differ
from the outcomes contained in any forward-looking statement, and
those differences could be material.  Factors that could cause or
contribute to these differences include, among others, those
risks and uncertainties discussed in our periodic reports on Form
10-K and 10-Q and our other filings with the Securities and
Exchange Commission.  Should one or more of the risks discussed,
or any other risks, materialize, or should one or more of our
underlying assumptions prove incorrect, our actual results may
vary materially from those anticipated, estimated, expected or
projected.  In light of the risks and uncertainties, there can be
no assurance that any forward-looking statement will in fact
prove to be correct.  We undertake no obligation to update or
revise any forward-looking statements.

                        (tables attached)
#3831


ELECTRO RENT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) (000's omitted except per share data)


                          Three Months Ended   Nine Months Ended
                          Feb. 28,  Feb. 29,   Feb. 28,  Feb. 29,
                           2005       2004      2005      2004
Revenues:
 Rentals and leases       $18,846   $16,943    $59,485   $52,252
 Sales of equipment
  and other revenues        9,936     6,623     22,413    18,172
Total revenues             28,782    23,566     81,898    70,424

Operating expenses:
 Depreciation of rental
  and lease equipment       7,961     7,051     24,452    22,788
 Costs of revenues other
  than depreciation of
  rental and lease
  equipment                 3,732     3,993     10,127    11,245
 Selling, general and
  administrative expenses   7,466     7,453     22,022    25,010
Total operating expenses   19,159    18,497     56,601    59,043

Operating profit            9,623     5,069     25,297    11,381

Interest and
 investment income, net       385       283        947     1,116

Income from
 litigation settlement         --        --      1,758        --

Income before income taxes 10,008     5,352     28,002    12,497
Income taxes                3,063     2,071      9,204     4,429

Net income                $ 6,945   $ 3,281    $18,798   $ 8,068

Earnings per share:
  Basic                   $  0.28   $  0.13    $  0.75   $  0.32
  Diluted                 $  0.27   $  0.13    $  0.74   $  0.32

Shares used in per
 share calculation:
 Basic                     25,011    24,878     24,943    24,858
  Diluted                  25,547    24,977     25,317    24,937


ELECTRO RENT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)(000's omitted)

                                      February 28,     May 31,
                                         2005           2004
ASSETS

  Cash and cash equivalents           $  23,238      $  29,692
  Marketable securities                  59,000         52,475
  Accounts receivable, net               10,424          8,095
  Rental and lease equipment, net       109,028         96,346
  Other property, net                    15,726         16,084
  Other                                   3,474          3,675
          Total assets                $ 220,890      $ 206,367

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
  Accounts payable                    $   7,173      $  16,560
  Accrued expenses                        7,811         11,000
  Deferred revenue                        2,724          2,197
  Deferred tax liability                 14,231          7,994
    Total liabilities                    31,939         37,751

Shareholders' equity:
  Common stock                           21,039         19,502
  Retained earnings                     167,912        149,114
    Total shareholders' equity          188,951        168,616
         Total liabilities
          & shareholders' equity      $ 220,890      $ 206,367