SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. 18)*

McGrath RentCorp

(Name of Issuer)

Common Stock

(Title of Class of Securities)

580589 – 10 – 9

                                (CUSIP Number)                                

December 31, 2004

(Date of Event Which Requires Filing Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following page(s) )

CUSIP No. 580589-10-9 13G

(1)	Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons             Robert P. McGrath             ###-##-####
(2)	Check the Appropriate Box if a Member of a Group* (a)  ¨ (b)  ¨
(3)	SEC Use Only
(4)	Citizenship or Place of Organization             U S A

Number of Shares Beneficially Owned by Each Reporting Person With   (5)    Sole Voting Power                 58,841   (6)    Shared Voting Power                 1,607,756   (7)    Sole Dispositive Power                 3,500   (8)    Shared Dispositive Power                 1,607,756

(9)	Aggregate Amount Beneficially Owned by Each Reporting Person             1,697,055
(10)	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares *
(11)	Percent of Class Represented by Amount in Row (9)             13.8%
(12)	Type of Reporting Person*             IN

* SEE INSTRUCTION BEFORE FILLING OUT!

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ITEM 1	(A).	NAME OF ISSUER
		McGrath RentCorp
ITEM 1	(B).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
		5700 Las Positas Road, Livermore, CA 94551
ITEM 2	(A).	NAME OF PERSON FILING
		Robert P. McGrath
ITEM 2	(B).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
		5700 Las Positas Road, Livermore, CA 94551
ITEM 2	(C).	CITIZENSHIP
		United States of America
ITEM 2	(D).	TITLE OF CLASS OF SECURITIES
		Common Stock
ITEM 2	(E).	CUSIP NUMBER
		580589-10-9
ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A
	N / A

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ITEM 4.	OWNERSHIP
	(a)	Amount Beneficially Owned:
		1,697,055
	(b)	Percent of Class:
		13.8%
	(c)	Number of shares as to which such person has:
		(i)	sole power to vote or to direct the vote
			58,841
		(ii)	shared power to vote or to direct the vote
			1,607,756
		(iii)	sole power to dispose or to direct the disposition of
			3,500
		(iv)	shared power to dispose or to direct the disposition of
			1,607,756
ITEM 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
	N / A
ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
	N / A
ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
	N / A
ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
	N / A
ITEM 9.	NOTICE OF DISSOLUTION OF GROUP
	N / A
ITEM 10.	CERTIFICATION
	N / A

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 8, 2005

(Date)

/s/ Robert P. McGrath

(Signature)

Robert P. McGrath, Chairman of the Board

(Name/Title)

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