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                                                                   EXHIBIT 10(E)

                            ELECTRO RENT CORPORATION
                            1996 DIRECTOR OPTION PLAN
                                AMENDMENT NO. ONE

        This is Amendment No. One (this "AMENDMENT") to the Electro Rent
Corporation 1996 Director Option Plan (the "PLAN").

                                   RECITATIONS

        1. Words, phrases and names capitalized in this Amendment and in the
Plan shall have the meanings ascribed to them in the Plan.

        2. The Plan was adopted by the Board of the Corporation on July 11,
1996, and was ratified and approved by the Shareholders of the Corporation at
the annual meeting of Shareholders held on October 3, 1996.

        3. On April 9, 1998 the Board adopted a resolution providing for a
two-for-one split of the Corporation's Stock (the "Stock Split") in the form of
a one hundred percent (100%) stock dividend, effective May 12, 1998.

        4. As a result of the Stock Split and the anti-dilution provisions of
Section 8 of the Plan, the number of Shares for which Options may be granted was
increased from 25,000 Shares to 50,000 Shares.

        5. As of the date of this Amendment Options for 40,477 Shares have been
granted, and Options for 9,523 Shares remain ungranted.

        6. In order for the Plan to continue to carry out its purpose, it is
necessary and appropriate to increase the number of Shares for which Options may
be granted.

                                    AGREEMENT

        7.  Section 6 of the Plan is hereby amended to read as follows:

               "6. STOCK SUBJECT TO THE PLAN.

               "The Stock subject to the Options granted under the Plan shall be
               Shares of the Corporation's authorized but unissued or reacquired
               Common Stock. The aggregate number of Shares which may be issued
               upon exercise of Options under the Plan shall not exceed One
               Hundred Thousand (100,000). The number of Shares subject to
               Options outstanding at any time shall not exceed the number of
               Shares remaining available for issuance under the Plan. In the
               event that any outstanding Option for any reason expires or is
               terminated, the Shares allocable to the unexercised portion of
               such Option may again be made subject to an Option. The
               limitations established by this Section 6 shall be subject to
               adjustment in the manner provided in Section 8 hereof upon the
               occurrence of an event specified therein."

        8. This Amendment shall be subject to approval by the affirmative vote
of the holders of a majority of the outstanding Shares present and entitled to
vote at the first annual meeting of Shareholders of the Corporation following
the adoption of this Amendment, and in no event later than December 31, 2001.
Prior to such approval, Options may be granted pursuant to this Amendment but
shall not be exercisable.

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        9. To record the adoption of this Amendment by the Board on April 12,
2001, the Corporation has caused its authorized officers to affix the corporate
name and seal hereto.


                                        ELECTRO RENT CORPORATION


                                        By ___________________________________
                                        President


                                        By ___________________________________
                                        Secretary