8-K

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                       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): July 15, 2003


                                McGRATH RENTCORP
             (Exact name of registrant as specified in its Charter)


                                   California
                 (State or other jurisdiction of incorporation)

               0-13292                                 94-2579843
      (Commission File Number)             (I.R.S. Employee Identification No.)


                 5700 Las Positas Road, Livermore, CA 94551-7800
                    (Address of principal executive offices)


                                 (925) 606-9200
              (Registrant's Telephone Number, Including Area Code)
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Item 9.   REGULATION FD DISCLOSURE.

     On July 15, 2003, McGrath RentCorp (the "Company") announced via press
release the Company's revised guidance for the fiscal year ended December 31,
2003. A copy of the Company's press release is attached hereto as Exhibit 99.1.
This Form 8-K and the attached exhibit are provided under Item 9 of Form 8-K and
are furnished to, but not filed with, the Securities and Exchange Commission.











                                   SIGNATURES

     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.


                                  McGRATH RENTCORP

Dated:  July 15, 2003             By: / s /  Thomas J. Sauer
                                      ------------------------------------------
                                      Thomas J. Sauer
                                      Vice President and Chief Financial Officer

EX-99

                                                              Exhibit 99.1

       McGrath RentCorp Reduces Earnings Guidance for 2003

    LIVERMORE, Calif.--(BUSINESS WIRE)--July 15, 2003--McGrath
RentCorp (Nasdaq:MGRC), a leading rental provider of modular buildings
for classroom and office space, and test equipment for communications,
fiber optic and general purpose needs, today announced that its 2003
full-year earnings are expected to be in a range of $1.75 to $1.85 per
diluted share, a reduction from its earlier full-year guidance range
of $2.12 to $2.17 per diluted share. This revision is primarily due to
a change in the mix of orders for modular classroom units from lower
sales orders and higher rental orders.
    "We are having an excellent year for booking classroom rental
orders," stated Dennis Kakures, President, and CEO. "Classroom rental
orders have been higher than anticipated, however, classroom sale
orders have been lower than expected. While we believe this change in
revenue mix toward rentals will help establish a higher, more
predictable recurring revenue base for our modular business in future
years, the reduction in outright sales of modular units will adversely
impact revenue and earnings for 2003. Historically, sales have
fluctuated from quarter to quarter and year to year depending on
customer requirements and funding, making this revenue source more
challenging to forecast."
    The Company plans to release its second quarter earnings report on
Thursday, July 31, 2003 after the close of regular market trading. The
Company will conduct a conference call at 5:00 p.m. Eastern Time (2:00
p.m. Pacific Time) that afternoon to discuss the results. The call
will feature remarks by Dennis Kakures, president and chief executive
officer; and Tom Sauer, chief financial officer. There will also be a
live Q&A session. The conference call may be heard by dialing
800/240-2430 (international callers dial 303/262-2075). In addition, a
live webcast and replay of the call may be found in the investor
relations section of the Company's website at www.mgrc.com.

    About McGrath RentCorp

    Founded in 1979, the Company, 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 believes it is the largest provider of
relocatable classrooms for rental to school districts for grades K-12
in California. McGrath RentCorp's majority owned subsidiary,
Enviroplex, Inc., manufactures and sells classrooms directly to school
districts in California.
    The Company's RenTelco division rents and sells electronic test
equipment and is recognized as the leader in communications and
fiber-optic test equipment rentals throughout the U.S.

    This press release contains statements, which constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements appear in a
number of places. Such statements can be identified by the use of
forward-looking terminology such as "believes," "expects," "may,"
"estimates," "will," "should," "plans" or "anticipates" or the
negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy. These include our
statements regarding guidance on per share earnings for 2003, the
strength of bookings for classroom rental orders for 2003, the
expectation that a change in revenue mix on the modular business
toward greater rental revenue will establish a higher, more
predictable recurring revenue base for the modular business in future
years, and the expectation that a reduction in outright sales of
modular units will adversely impact the Company's revenue and earnings
for 2003. These forward-looking statements are not guarantees of
future performance and involve significant risks and uncertainties.
Actual results may vary materially from those in the forward-looking
statements as a result of various factors. These factors include the
effectiveness of management's strategies and decisions, general
economic and business conditions, new or modified statutory or
regulatory requirements, continuing demand for both sale and rental
modular products, timely delivery and installation of modular
products, delays of future sales projects beyond 2003 and changing
prices and market conditions. There may be other factors not listed
above that could cause actual results to vary materially from the
forward-looking statements described in this press release.


    CONTACT: McGrath RentCorp
             Dennis Kakures, 925/606-9200