Filer: Tyco International Ltd.
                           Pursuant to Rule 425 under the Securities Act of 1933
                                               Subject Company: McGrath RentCorp
                                                   Commission File No. 000-13292


FOR IMMEDIATE RELEASE


CONTACTS:
Tyco International Ltd.                         McGrath RentCorp

Media Relations                                 Media and Investor Relations
Maryanne Kane                                   Dennis Kakures
Chief Communications Officer                    President and COO
212-424-1300/508-747-0800                       925-606-9200

Investor Relations
R. Jackson Blackstock
Senior Vice President
212-424-1344


                TYCO INTERNATIONAL TO ACQUIRE MCGRATH RENTCORP

 Acquisition Expands Tyco Capital's Product Portfolio And Recurring Revenue Base

              Immediately Accretive to Tyco Earnings and Cash Flow


Pembroke,   Bermuda  and  Livermore,   California,   December  20,  2001:   Tyco
International Ltd. (NYSE: TYC; LSE: TYI; BSX: TYC), a diversified  manufacturing
and services  company,  and McGrath  RentCorp  (NASDAQ:  MGRC), a leading rental
provider of modular  offices  and  classrooms  and  electronic  test  equipment,
announced today that they have entered into a definitive  agreement  pursuant to
which a subsidiary of Tyco will acquire  McGrath  RentCorp.  The  transaction is
valued at $38.00 per share to McGrath  RentCorp  shareholders  or  approximately
$482 million,  based on McGrath RentCorp's 12.7 million  outstanding shares. The
consideration will be paid by Tyco in the form of cash and Tyco shares.  McGrath
RentCorp  shareholders  will  have the right to elect  the  percentage  of their
consideration  paid in cash or Tyco shares,  subject to the  limitation  that no
less than 50% and no more than 75% of the  consideration  will be in the form of
shares.

According to L. Dennis Kozlowski, Tyco Chairman and CEO: "McGrath RentCorp, with
its attractive returns and strong management team, is an outstanding addition to
Tyco  Capital.  The  relocatable  modular  buildings  business adds to our large
existing  equipment rental and lease operation and provides a strong platform to
grow an  exceptional  base of recurring  rental  revenue.  The  electronic  test
equipment leasing business adds scale to our existing offerings and provides the
ability to spread  costs over a wider asset  base.  As is the case with all Tyco
acquisitions,  the  transaction  will be  immediately  accretive  to both Tyco's
earnings and cash flow."

McGrath  RentCorp rents and sells modular  buildings and  accessories as well as
electronic test equipment.  Robert McGrath,  Founder and CEO of McGrath RentCorp
commented:  "We are very  pleased  about the value of this  transaction  for our
employees, shareholders and customers. In joining Tyco Capital, McGrath RentCorp
will become  part of a leading  force in the  leasing  industry.  That will open
significant new avenues of growth  opportunities  for the business,  which never
would have been realized with RentCorp as an independent operator."

The  transaction  is subject to  customary  regulatory  review and  approval  by
McGrath  RentCorp  shareholders.  The Boards of Directors of both companies have
approved  the  transaction,  the  stock  component  of which is  expected  to be
tax-free for the shareholders of McGrath.


ABOUT MCGRATH RENTCORP
Founded  in  1979,  McGrath  RentCorp,  under  the  trade  name  Mobile  Modular
Management Corporation,  rents and sells modular buildings to fulfill customer's
temporary and  permanent  space needs in California  and Texas.  Mobile  Modular
Management  believes it is the largest  provider of  relocatable  classrooms for
rental to school districts for grades K - 12 in California. Through its RenTelco
division,  McGrath  RentCorp  rents and sells  electronic  test equipment and is
recognized  as the  leader in  communications  and  fiber-optic  test  equipment
rentals  throughout  the  United  States.   McGrath  RentCorp's  majority  owned
subsidiary,  Enviroplex,  manufactures and sells  classrooms  directly to school
districts in California.

Drawing  from  McGrath  RentCorp's  20 plus years of asset rent  experience  and
business management know-how, eRentNetwork, a wholly owned subsidiary of McGrath
RentCorp,  develops  Internet  based  programs and web sites  serving the rental
industry.



ABOUT TYCO CAPITAL
The Tyco Capital family of companies are subsidiaries of Tyco International Ltd.
Tyco Capital is a leading,  global source of financing  and leasing  capital and
advisor for companies in more than 30 industries. Managing more than $50 billion
in assets across a diversified portfolio,  Tyco Capital,  formerly known as CIT,
empowers  many of today's  industry  leaders and  emerging  businesses  offering
vendor, equipment,  factoring,  consumer, and structured financing capabilities.
Tyco Capital  operates in the United States and Canada with strategic  locations
in Europe, Latin and South America, and the Pacific Rim.


ABOUT TYCO INTERNATIONAL LTD.
Tyco International Ltd. is a diversified manufacturing and service company. Tyco
is the world's  largest  manufacturer  and servicer of electrical and electronic
components; the world's largest designer,  manufacturer,  installer and servicer
of  undersea  telecommunications  systems;  the  world's  largest  manufacturer,
installer  and  provider  of fire  protection  systems and  electronic  security
services;  and the world's largest  manufacturer of specialty valves.  Tyco also
holds strong leadership positions in disposable medical products,  financing and
leasing  capital,  plastics  and  adhesives.  Tyco  operates  in more  than  100
countries and had fiscal 2001 revenues in excess of $36 billion.


FORWARD LOOKING INFORMATION
This release contains certain "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's  current expectations and are subject to uncertainty and changes
in  circumstances.  Actual  results may vary  materially  from the  expectations
contained in the forward-looking  statements.  The forward-looking statements in
this release  include  statements  addressing  the  following  subjects:  future
financial and operating results; and, the benefits of the acquisition.

The  following  factors,  among  others,  could cause  actual  results to differ
materially from those described in the forward-looking statements: the risk that
the businesses of Tyco and McGrath RentCorp will not be integrated successfully;
other economic, business, competitive and/or regulatory factors affecting Tyco's
and McGrath RentCorp's businesses generally.


                                       ###


Investors    and   security    holders   are   advised   to   read   the   proxy
statement/prospectus  regarding the business combination  transaction referenced
in the foregoing information, when it becomes available, because it will contain
important  information.  The proxy  statement/prospectus  will be filed with the
Securities and Exchange  Commission by Tyco and McGrath RentCorp.  Investors and
security holders may obtain a free copy of the proxy  statement/prospectus (when
available)  and  other  documents  filed by Tyco  and  McGrath  RentCorp  at the
Commission's web site at www.sec.gov.  The proxy  statement/prospectus  and such
other  documents  may also be  obtained  from Tyco or from  McGrath  RentCorp by
directing such request to Tyco  International  Ltd.,  The Zurich Centre,  Second
Floor, 90 Pitts Bay Road,  Pembroke HM 08, Bermuda,  Tel: (441) 292-8674;  or to
McGrathRentCorp:   Corporate  Secretary,   5700  Las  Positas  Road,  Livermore,
California 94550, Tel: (925) 606-9200.

McGrath RentCorp and certain other persons referred to below may be deemed to be
participants in the solicitation of proxies of McGrath  RentCorp's  shareholders
to adopt the agreement providing for Tyco's acquisition of McGrath RentCorp. The
participants  in this  solicitation  may include  the  directors  and  executive
officers  of McGrath  RentCorp,  who may have an  interest  in the  transaction,
including  as a result of  holding  stock or  options  of  McGrath  RentCorp.  A
detailed  list of names  and  interests  of  McGrath  RentCorp's  directors  and
executive  officers is contained in McGrath  RentCorp's  Proxy Statement for its
Annual Meeting,  held on May 20, 2001,  which may be obtained  without charge at
the Commission's web site at www.sec.gov.