8-K

                                  UNITED STATES
                       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): March 17, 2006

- --------------------------------------------------------------------------------

                                MCGRATH RENTCORP
             (Exact name of Registrant as Specified in its Charter)


         California                    0-13292                   94-2579843

(State or Other Jurisdiction       (Commission File            (IRS Employer
     of Incorporation)                 Number)               Identification No.)

                 5700 Las Positas Road, Livermore, CA 94551-7800

               (Address of Principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (925) 606-9200

- --------------------------------------------------------------------------------

                                       N/A

          (Former Name or Former Address, if Changed Since Last Report)


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:

|_|  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))





Item 5.02      Departure of Directors or Principal Officers; Election of
               Directors; Appointment of Principal Officers.

     On March 20, 2006, McGrath RentCorp ("McGrath," the "Registrant", or the
"Company") issued a press release (the "Release") announcing the appointment of
Mr. Keith Pratt, age 43, as Chief Financial Officer, effective March 17, 2006.
Mr. Pratt joined McGrath in January 2006 and most recently was with Advanced
Fibre Communications ("AFC"), a public telecommunications equipment company in
Petaluma, California, where he served as Senior Vice President and Chief
Financial Officer. Mr. Pratt served as Chief Financial Officer of AFC from 1999
until AFC was acquired by Tellabs, at the end of 2004. He also served as
Director of Corporate Development at AFC prior to becoming Chief Financial
Officer. Prior to Mr. Pratt joining AFC, he served as Director, Strategy &
Business Development Group at Pacific Telesis. Mr. Pratt has an undergraduate
degree from Cambridge University in Production Engineering and an MBA from
Stanford University. Mr. Pratt is employed by the Company on an "at-will" basis
with a current annual base salary of $290,000 and an annual bonus of up to 60%
of his annual base salary based on a combination of the level of the Company's
pre-tax profit for the year and the extent to which Mr. Pratt achieves his own
individual performance goals. In connection with Mr. Pratt joining the Company,
he received an option grant for the purchase of 80,000 shares of common stock of
the Company at an exercise price equal to the fair market value on the date of
grant. These options vest pursuant to the Company's standard vesting schedule of
20% of the total number of shares under such option grant at the end of the
first year anniversary of such grant, and then 5% of the total number of shares
under such option grant vest at the end of each successive three month period
thereafter until fully vested.

     Pursuant to the Release, the Company also announced the appointment of Mr.
David Whitney, age 41, to the position of Vice President and Principal
Accounting Officer, effective March 17, 2006. Mr. Whitney will also continue in
his role as Corporate Controller of the Company which he has held since joining
the Company in April 2000. Previously he was Manager of Regional Accounting for
The Permanente Medical Group in Oakland, California. Mr. Whitney holds a BS in
Accounting from California State University at Hayward, and is a Certified
Public Accountant. Mr. Whitney is employed by the Company on an "at-will" basis
with a current annual base salary of $155,000 with an annual bonus of up to 20%
of his annual base salary based on achieving various individual and Company
performance goals. Pursuant to prior grants during the course of his employment
with the Company, Mr. Whitney holds options to purchase 40,900 shares of the
Company's common stock. All such options were granted pursuant to the Company's
standard vesting schedule described above.

     Mr. Thomas Sauer, the Company's prior Chief Financial Officer and Chief
Accounting Officer, retired from both those roles effective March 17, 2006 and
will continue to work at the Company on a part-time basis through the end of
2006. Mr. Sauer will provide support to the financial management team and
various strategic planning efforts.

     A copy of the press release announcing these appointments and Mr. Sauer's
retirement from the Company's Chief Financial Officer and Chief Accounting
Officer roles is attached hereto as Exhibit 99.1.





Item 9.01      Financial Statements and Exhibits.

      (c)  Exhibits.

      99.1     Press release issued by the Registrant, dated March 20, 2006.





                                    SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                               McGrath RentCorp


Date: March 20, 2006           By: /s/ Randle F. Rose
                                  ------------------------------

                                  Randle F. Rose
                                  Vice President of Administration and Secretary

EX-99.1

                                                                    Exhibit 99.1


                McGrath RentCorp Announces Management Promotions


     LIVERMORE, Calif.--(BUSINESS WIRE)--March 20, 2006--McGrath RentCorp
(Nasdaq:MGRC), a leading rental provider of modular buildings for classroom and
office space, and test equipment for general purpose and communications needs,
announced the appointment of Keith Pratt to the position of Chief Financial
Officer, effective March 17, 2006. The Company also announced the appointment of
David Whitney to the position of Vice President and Principal Accounting
Officer, effective as of the same date.
     "In keeping with our CFO transition plans, we are very pleased to announce
the appointment of Keith Pratt as Chief Financial Officer," said Dennis C.
Kakures, CEO and President. "Additionally, with great pleasure we announce David
Whitney, our Corporate Controller since 2000, has been promoted to Vice
President, Controller and Principal Accounting Officer as a result of his
outstanding work and technical competence."
     Mr. Pratt joined McGrath RentCorp in January 2006 and most recently was
with Advanced Fibre Communications (AFC), a public telecommunications equipment
company in Petaluma, California, where he served as Senior Vice President and
Chief Financial Officer. Mr. Pratt served as CFO from 1999 until AFC was
acquired by Tellabs, at the end of 2004. He also served as Director of Corporate
Development at AFC prior to becoming CFO. Prior to Mr. Pratt joining AFC, he
served as Director, Strategy & Business Development Group at Pacific Telesis.
Mr. Pratt has an undergraduate degree from Cambridge University in Production
Engineering and an MBA from Stanford University.
     Mr. Whitney joined McGrath RentCorp as its Corporate Controller in 2000.
Previously he was Manager of Regional Accounting for The Permanente Medical
Group in Oakland, California. Mr. Whitney holds a BS in Accounting from
California State University at Hayward, and is a Certified Public Accountant.
     Thomas Sauer, who previously announced his plan to retire as CFO, will be
working on a part-time basis through the end of 2006. Mr. Sauer will provide
support to the financial management team and various strategic planning efforts.

     About McGrath RentCorp:

     Founded in 1979, the Company, under the trade name Mobile Modular
Management Corporation, rents and sells modular buildings to fulfill customers'
temporary and permanent space needs in California, Texas and Florida. Mobile
Modular believes it is the largest provider of relocatable classrooms for rental
to school districts for grades K-12 in California. The Company's TRS-RenTelco
division rents and sells electronic test equipment and is one of the leading
providers of general purpose and communications test equipment in North America.
     For more information on McGrath RentCorp, visit www.mgrc.com.


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