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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 31, 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 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

        (c)   Exhibits.


           Exhibit No.   Description
           ----------    ------------
              99.1       Press Release of McGrath RentCorp, dated July 31, 2003.


         On July 31, 2003, McGrath RentCorp (the "Company") announced via press
release the Company's results for its second quarter ended June 30, 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 12 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 31, 2003             By:/s/ Thomas J. Sauer
                                     ---------------------------------------
                                     Thomas J. Sauer
                                     Vice President and Chief Financial Officer