March 26, 2025

Keith Pratt
Chief Financial Officer
McGrath RentCorp
5700 Las Positas Road
Livermore, CA 94551

        Re: McGrath RentCorp
            Form 10-K for Fiscal Year Ended December 31, 2024
            Form 8-K Furnished February 19, 2025
            File No. 000-13292
Dear Keith Pratt:

       We have reviewed your filing and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Managements Discussion and Analysis of Financial Condition and Results of
Operations
Adjusted EBITDA
Reconciliation of Adjusted EBITDA to Net Cash Provided by Operating Activities,
page 46

1.     Please revise your reconciliation here and in your earnings releases in
Form 8-K to
       begin with the most directly comparable GAAP measure and reconcile to
the non-
       GAAP measure. Refer to Question 102.10(b) of the Compliance & Disclosure
       Interpretations on Non-GAAP Financial Measures ("C&DI").
Liquidity and Capital Resources
Cash Flows from Operating Activities, page 47

2.     Please provide a more informative analysis and discussion of changes in
reported
       operating cash flows, including changes in working capital components,
for each
       period presented. In doing so, explain the underlying reasons and
implications of
       material changes between periods to provide investors with an
understanding of trends
       and variability in reported operating cash flows. Ensure your discussion
and analysis
 March 26, 2025
Page 2

       is not merely a recitation of changes evident from the financial
statements. We note in
       your current analysis you refer to gain on merger termination and gain
on sale of
       discontinued operation that are noncash items that do not affect
operating cash. We
       also note net income taxes paid materially decreased in 2024 from 2023
but this is not
       cited as a factor contributing to the increase in reported operating
cash between these
       periods. Refer to Item 303(a) of Regulation S-K and the introductory
paragraph of
       section IV.B and paragraph B.1 of Release No. 33-8350 for guidance
Funding of Rental Asset Growth, page 47

3.     Please revise the description of "Cash available for purchase of rental
equipment" and
       "Cash available for other purposes" to state that it is "operating cash"
(or similar
       description) available for these purposes because this is what the
measure appears to
       represent. Refer to Item 10(e)(1)(ii)(E) of Regulation S-K and Question
100.05 of the
       C&DI.
4.     The lead-in to the table indicates the purpose of the table is to show
how the sum of
       operating cash flows and proceeds from sales of used rental equipment
relate to
       purchases of rental equipment. In this regard, it is not clear why
proceeds from each
       of sale of net discontinued operation and net merger termination are
included in
       the table. In particular, you disclose in the paragraph preceding the
lead into the table
       the net merger termination proceeds were primarily used to paydown
outstanding
       borrowings and the net discontinued operation proceeds were primarily
used to
       expand your rental asset fleet through the purchase of Vesta Modular.
Please advise.
5.     For the proceeds from sale of discontinued operation, net of tax for
2023 shown here,
       please explain to us if the tax amount is as accrued or paid. If paid,
explain to us how
       you determined the amount paid; if accrued, explain to us why it is
appropriate for
       this table that purports to represent cash availability.
6.     For 2024 you disclose proceeds from Willscot Mobile Mini merger
termination, net of
       transaction costs of $116,841. This net amount is reported in net
income, and net
       income is included in the cash provided by operating activities, so it
appears this
       amount may be double counted in determining cash available in this
table. Please
       advise.
Notes to Consolidated Financial Statements
Note 16. Segment Reporting, page 87

7.     You mention your chief operating decision maker ("CODM") evaluates and
assesses
       various factors regarding the performance of segments and allocation of
resources but
       it appears you do not discuss how the CODM uses the reported segment
measures of
       profit or loss in assessing performance and allocating resources
pursuant to ASC 280-
       10-50-29.f. Please revise accordingly. Refer to the example in ASC
280-10-55-47.bb
       for guidance.
Form 8-K Furnished February 19, 2025
Exhibit 99.1, page 1

8.     You present fourth quarter highlights which includes your Adjusted
EBITDA growth
 March 26, 2025
Page 3

       without similar presentation of period over period impacts to the
comparable GAAP
       measure(s). When you present or discuss non-GAAP measures, please
present the
       most directly comparable GAAP measure(s) with equal or greater
prominence. Refer
       to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the
C&DI.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Please contact Abe Friedman at 202-551-8298 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Trade &
Services