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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): February 19, 2004



                                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 February 19, 2004.


     On February 19, 2004, McGrath RentCorp (the "Company") announced via press
release the Company's results for its fourth quarter 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 12 of Form 8-K and are
furnished to, but not filed with, the Securities and Exchange Commission.





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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 19, 2004         By: /s/ Thomas J. Sauer
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                                      Thomas J. Sauer
                                      Vice President and Chief Financial Officer





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