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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 8-K

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                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): February 24, 2005

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                                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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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 (see General Instruction A.2. below):


|_|  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))


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Item 2.02 Results of Operations and Financial Condition.

         On February 24, 2005, McGrath RentCorp (the "Company") announced via
press release the Company's results for its fourth quarter ended December 31,
2004. 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 Items 2.02 and 9.01 of
Form 8-K and are furnished to, but not filed with, the Securities and Exchange
Commission.

Item 9.01 Financial Statements and Exhibits.

           (c)   Exhibits.

               Exhibit No. Description

99.1     Press Release of McGrath RentCorp, dated February 24, 2005.


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                                   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:  February 24, 2005         By: /s/ Thomas J. Sauer
                                      ----------------------------------------
                                          Thomas J. Sauer
                                          Vice President and
                                          Chief Financial Officer


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