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               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                            FORM 10-Q

     (Mark One)

     [X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

     For the quarterly period ended November 30, 2005 or

     [ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

     For the transition period from _____ to _____

                 Commission File Number: 0-9061

                    ELECTRO RENT CORPORATION
      Exact name of registrant as specified in its charter

         CALIFORNIA                         95-2412961
(State or Other Jurisdiction             (I.R.S. Employer
of Incorporation or Organization)       Identification No.)

                    6060 SEPULVEDA BOULEVARD
                 VAN NUYS, CALIFORNIA 91411-2501
      (Address of Principal Executive Offices and Zip Code)

                          818 786-2525
      (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

  Yes  X    No _

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).

  Yes  X    No _

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

  Yes      No X

The number of shares outstanding of the registrant's common stock
as of December 6, 2005 was 25,385,933.

                             Page 1

                    ELECTRO RENT CORPORATION

                            FORM 10-Q

                        NOVEMBER 30, 2005

TABLE OF CONTENTS                                           Page

Part I: FINANCIAL INFORMATION                                  3

Item 1. Financial Statements                                   3

Condensed Consolidated Statements of Income for the Three      3
and Six Month Periods Ended November 30, 2005 and 2004
(Unaudited)

Condensed Consolidated Balance Sheets at                       4
November 30, 2005 and May 31, 2005 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the        5
Six Months Ended November 30, 2005 and 2004 (Unaudited)

Notes to Condensed Consolidated Financial Statements           6
(Unaudited)

Item 2. Management's Discussion and Analysis of               12
Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures              23
About Market Risk

Item 4.  Controls and Procedures                              23

Part II: OTHER INFORMATION                                    24

SIGNATURES                                                    27

                             Page 2

Part I.  FINANCIAL INFORMATION
--------------------------------
Item 1. Financial Statements

                              ELECTRO RENT CORPORATION

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                   (Unaudited) (000's omitted, except per share data)

                                  Three Months Ended    Six Months Ended
                                     November 30,          November 30,
                                   2005       2004       2005       2004
                                 ---------- ---------- ---------- ----------

Revenues:
  Rentals and leases             $  22,005  $  21,031  $  43,161  $  40,639
  Sales of equipment
    and other revenues               5,996      6,466     11,390     12,477
                                 ---------- ---------- ---------- ----------
    Total revenues                  28,001     27,497     54,551     53,116
                                 ---------- ---------- ---------- ----------
Operating expenses:
  Depreciation of rental
    and lease equipment              8,664      8,466     17,116     16,491
  Costs of revenues other
    than depreciation of
    rental and lease equipment       3,068      3,235      5,731      6,395
  Selling, general and
    administrative expenses          8,003      7,171     15,947     14,556
                                 ---------- ---------- ---------- ----------
    Total operating expenses        19,735     18,872     38,794     37,442
                                 ---------- ---------- ---------- ----------
Operating profit                     8,266      8,625     15,757     15,674
Interest and investment
  income, net                          597        304      1,156        562
Income from litigation
  settlement                             0          0          0      1,758
                                 ---------- ---------- ---------- ----------
Income before income taxes           8,863      8,929     16,913     17,994

Income taxes                         3,244      2,703      6,309      6,141
                                 ---------- ---------- ---------- ----------
Net income                       $   5,619  $   6,226  $  10,604  $  11,853
                                 ========== ========== ========== ==========
Earnings per share:
  Basic                              $0.22      $0.25      $0.42      $0.48
  Diluted                            $0.22      $0.25      $0.41      $0.47

Shares used in per
  share calculation:
  Basic                             25,320     24,917     25,219     24,909
  Diluted                           25,672     25,295     25,621     25,195

                              See accompanying notes to
                    condensed consolidated financial statements.

                                       Page 3

                              ELECTRO RENT CORPORATION

                        CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)(000's omitted, except share data)

                                       ASSETS

                                                      November 30,  May 31,
                                                          2005       2005
                                                       ---------- ----------

Cash and cash equivalents                              $  36,575  $  31,997
Marketable securities                                     45,770     48,800
Accounts receivable, net of allowance for
   doubtful accounts of $760 and $839                     13,329     10,548
Rental and lease equipment, net of accumulated
   depreciation of $133,209 and $133,170                 128,153    122,798
Other property, net of accumulated depreciation and
   amortization of $12,321 and $12,131                    15,502     15,722
Other                                                      3,234      3,357
                                                       ---------- ----------
                                                       $ 242,563  $ 233,222
                                                       ========== ==========

                        LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
  Accounts payable                                     $   8,511  $  13,983
  Accrued expenses                                         8,776      8,700
  Deferred revenue                                         2,995      2,768
  Deferred tax liability                                  14,056     12,754
                                                       ---------- ----------
    Total liabilities                                     34,338     38,205
                                                       ---------- ----------
Shareholders' equity:
  Preferred stock, $1 par - shares authorized 1,000,000;
    none issued
  Common stock, no par - shares authorized 40,000,000;
    issued and outstanding November 30, 2005 - 25,379,666;
    May 31, 2005 - 25,100,132                             24,315     21,638
  Retained earnings                                      183,910    173,379
                                                       ---------- ----------
    Total shareholders' equity                           208,225    195,017
                                                       ---------- ----------
                                                       $ 242,563  $ 233,222
                                                       ========== ==========

                              See accompanying notes to
                    condensed consolidated financial statements.

                                       Page 4

                              ELECTRO RENT CORPORATION

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited) (000's omitted)

                                                         Six Months Ended
                                                            November 30,
                                                          2005       2004
                                                       ---------- ----------

Cash flows from operating activities:
  Net income                                           $  10,604  $  11,853
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization                         17,611     16,939
    Provision for losses
      on accounts receivable                                  48       (194)
    Gain on sale of rental and lease equipment            (4,721)    (4,993)
    Income from litigation settlement                          0     (1,758)
    Deferred tax liability                                 1,302      2,850
    Tax benefit for stock options exercised                  140        307
    Change in operating assets and liabilities:
      Accounts receivable                                 (2,829)    (2,950)
      Other assets                                            98        230
      Accounts payable                                       295       (336)
      Accrued expenses                                        76      2,230
      Deferred revenue                                       227        531
                                                       ---------- ----------
      Net cash provided by operating activities           22,851     24,709
                                                       ---------- ----------
Cash flows from investing activities:
  Proceeds from sale of rental and lease equipment         9,325     10,344
  Payments for purchase of rental and lease equipment    (32,842)   (41,248)
  Net sales (purchases) of marketable securities           3,030     (6,400)
  Payments for purchase of other property                   (250)      (144)
                                                       ---------- ----------
      Net cash used in investing activities              (20,737)   (37,448)
                                                       ---------- ----------
Cash flows from financing activities:
  Proceeds from issuance of common stock                   2,546          0
  Payment for repurchase of common stock                     (82)         0
                                                       ---------- ----------
      Net cash provided by
        financing activities                               2,464          0
                                                       ---------- ----------
Net increase (decrease) in cash and cash equivalents       4,578    (12,739)
Cash and cash equivalents at beginning of period          31,997     29,692
                                                       ---------- ----------
Cash and cash equivalents at end of period             $  36,575  $  16,953
                                                       ========== ==========

                              See accompanying notes to
                    condensed consolidated financial statements.

                                       Page 5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
          (U.S. dollar amounts and shares in thousands,
                    except per share amounts)

Note 1: Basis of Presentation

The condensed consolidated financial statements included herein
have been prepared by Electro Rent Corporation without audit,
pursuant to the rules and regulations of the Securities and
Exchange Commission (the "SEC").  The condensed consolidated
financial statements include the accounts of Electro Rent
Corporation and its wholly owned subsidiaries, Genstar Rental
Electronics, Inc., ER International, Inc., Electro Rent Europe
NV, Electro Rent Asia, Inc., and Electro Rent (Tianjin) Rental
Co., Ltd. (collectively "we", "us", or "our" hereafter) as
consolidated with the elimination of all intercompany
transactions.  Certain information and footnote disclosures
normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United
States of America have been condensed or omitted pursuant to such
SEC rules and regulations.  These condensed consolidated
financial statements reflect all adjustments and disclosures
which are, in the opinion of management, necessary for a fair
presentation of our financial position and results of operations
for the interim periods presented.  These condensed consolidated
financial statements should be read in conjunction with the
audited financial statements and notes thereto included in our
latest Annual Report on Form 10-K.

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities as
well as the disclosures of contingent assets and liabilities as
of the date of these financial statements and the reported
amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates, and results of
operations for interim periods are not necessarily indicative of
results for the full year.

Note 2: Stock-Based Compensation

At November 30, 2005, we had five stock option plans, four of
which are referenced in Note 12 in our 2005 Annual Report on Form
10 K and the fifth, the 2005 Equity Incentive Plan, is referred
to under Part II, Item 4.  We apply the intrinsic-value-based
method prescribed by Accounting Principles Board ("APB") Opinion
No. 25, "Accounting for Stock Issued to Employees," in accounting
for employee stock options and provide pro forma net income and
pro forma earnings per share disclosures for employee stock
option grants as if the fair-value-based method, defined in
Statement of Financial Accounting Standards ("SFAS") No. 123 (as
amended by SFAS No. 148), "Accounting for Stock-Based
Compensation", had been applied.  Had we determined compensation
cost based on the fair value at the grant date for the company's
stock options under SFAS No. 123, our net income would have been
reduced to the pro forma amounts indicated below for the six-
month periods presented:

                             Page 6

                                 Three Months        Six Months
                                     Ended              Ended
                                 November 30,       November 30,
                               ----------------   ----------------
                                 2005     2004     2005      2004
                                -------  -------  -------   -------
Net income, as reported          $5,619   $6,226  $10,604   $11,853

Deduct: Total stock-based
  employee  compensation
  expense determined
  under the fair value
  based method for all
  awards, net of
  related tax  effects             (194)    (284)    (381)     (564)
                                -------  -------  -------   -------
Proforma net income              $5,425   $5,942  $10,223   $11,289

                                =======  =======  =======   =======
Earnings per share:
  Basic, as reported              $0.22    $0.25    $0.42     $0.48
  Basic, pro forma                $0.21    $0.24    $0.41     $0.45

  Diluted, as reported            $0.22    $0.25    $0.41     $0.47
  Diluted, pro forma              $0.21    $0.23    $0.40     $0.45

On December 16, 2004, the Financial Accounting Standards Board
(FASB) issued SFAS No. 123R, "Share-Based Payment," requiring all
share-based payments to employees, including grants of employee
stock options, to be recognized as compensation expense in the
consolidated financial statements based on their fair values.
This standard is effective for the first annual period beginning
after June 15, 2005 and includes two transition methods.  Upon
adoption, we will be required to use either the modified
prospective or the modified retrospective transition method.
Under the modified prospective method, awards that are granted,
modified, or settled after the date of adoption should be
measured and accounted for in accordance with SFAS 123R.
Unvested equity-classified awards that were granted prior to the
effective date should continue to be accounted for in accordance
with SFAS 123, except that the Share-Based Payments must be
recognized in the income statement.  Under the modified
retrospective approach, the previously reported amounts are
restated (either to the beginning of the year of adoption or for
all periods presented) to reflect the SFAS 123 amounts in the
income statement.  We are currently evaluating the impact of this
FASB standard and the transitional reporting alternatives
described.

Note 3: Impairment of Assets

We assess the carrying value of equipment on a quarterly basis or
when factors indicating an impairment are present.  We recognize
impairment losses on the carrying value of equipment held for
rental and lease when the expected future undiscounted cash flows
from rent or lease are less than the asset's carrying value, in
which case the asset is written down to its estimated fair value.
There were no impairment losses recorded during the six months
ended November 30, 2005 and November 30, 2004.

                             Page 7

Note 4: Noncash Investing and Financing Activities

We had accounts payable and other accruals related to acquired
equipment totaling $6,551 and $12,318 as of November 30, 2005 and
May 31, 2005, respectively, and $7,254 and $14,703 as of November
30, 2004 and May 31, 2004, respectively, which amounts have
previously been paid, or will be paid in the following periods.

Note 5: Sales-type Leases

We had certain customer leases providing bargain purchase
options, which are accounted for as sales-type leases.  Interest
income is recognized over the life of the lease using the
effective interest method.  The minimum lease payments receivable
and the net investment included in other assets for such leases
are as follows at:

                                              November    May
                                                 30,       31,
                                                2005      2005
                                                ------    ------
Gross minimum lease payments receivable         $ 306     $ 586
Less - unearned interest                          (15)      (29)
                                                ------    ------
Net investment in sales-type lease              $ 291     $ 557
  receivables                                   ======    ======

Note 6: Segment Reporting and Related Disclosures

SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information," establishes annual and interim reporting
standards for an enterprise's operating segments and related
disclosures about its products, services, geographic areas and
major customers.  Under SFAS No. 131, our operations are treated
as one operating segment.

Although we have only one operating segment, we have two groups
of similar products:  test and measurement (T&M) and data
products (DP) equipment.  Our equipment pool, based on
acquisition cost, comprised $222,454 of T&M equipment and $38,908
of DP equipment at November 30, 2005, and $217,725 of T&M
equipment and $38,243 of DP equipment at May 31, 2005.

                             Page 8

Revenues for these product groups were as follows for the three
months ended November 30:

                                     T&M        DP      Total
                                   --------  --------  --------
              2005
              ----
Rentals and leases                 $ 17,725   $ 4,280  $ 22,005
Sales of equipment and other
  Revenues                            5,330       666     5,996
                                   --------  --------  --------
                                   $ 23,055   $ 4,946  $ 28,001
                                   ========  ========  ========
              2004
              ----
Rentals and leases                 $ 15,974   $ 5,057  $ 21,031
Sales of equipment and other
  Revenues                            6,197       269     6,466
                                   --------  --------  --------
                                   $ 22,171   $ 5,326  $ 27,497
                                   ========  ========  ========

Revenues for these product groups were as follows for the six
months ended November 30:

                                     T&M        DP      Total
                                   --------  --------  --------
              2005
              ----
Rentals and leases                 $ 34,812   $ 8,349  $ 43,161
Sales of equipment and other
  Revenues                           10,026     1,364    11,390
                                   --------  --------  --------
                                   $ 44,838   $ 9,713  $ 54,551
                                   ========  ========  ========
              2004
              ----
Rentals and leases                  $30,736    $9,903   $40,639
Sales of equipment and other
  Revenues                           11,910       567    12,477
                                   --------  --------  --------
                                    $42,646   $10,470   $53,116
                                   ========  ========  ========

No single customer accounted for more than 10% of total revenues
during the second quarter and first six months of fiscal 2005 or
fiscal 2004.

                             Page 9

Selected country information is presented below:

                    Three Months     Six Months Ended
                   Ended November      November 30,
                         30,
                  ----------------   ----------------
Revenues: (1)       2005     2004     2005     2004
---------          -------  -------  -------  -------
U.S.               $25,336  $24,760  $48,676  $47,391
Other (2)            2,665    2,737    5,875    5,725
                   -------  -------  -------  -------
Total              $28,001  $27,497  $54,551  $53,116
                   =======  =======  =======  =======

                               As of November 30,
                                ----------------
Net Long-Lived Assets: (3)       2005      2004
-------------------------      --------  --------
U.S.                           $132,345  $126,092
Other (2)                        11,310    12,428
                                -------   -------
Total                          $143,655  $138,520
                                =======   =======

(1) Revenues by country are based on the location of shipping
destination, whether the order originates in the U.S. parent or a
foreign subsidiary.

(2) Other consists of other foreign countries that individually
account for less that 10% of the total revenues or assets.

(3) Net long lived-lived assets include rental and lease
equipment and other property, net of accumulated depreciation.

Note 7: Computation of Earnings Per Share

Following is a reconciliation of the denominator used in the
computation of basic and diluted EPS for the periods ended
November 30, 2005 and November 30, 2004:

                             Page 10

                                   Three Months       Six Months
                                       ended             ended
                                  ---------------  ---------------
                                   Nov.     Nov.     Nov.     Nov.
                                    30,      30,      30,      30,
                                   2005     2004     2005     2004
                                  -------  -------  -------  -------
Denominator:
  Denominator for basic           25,320   24,917   25,219   24,909
    earnings per
    share-weighted average
    common shares outstanding
  Effect of dilutive                 352      378      402      286
    securities-options
                                 -------  -------  -------  -------
                                  25,672   25,295   25,621   25,195
                                 =======  =======  =======  =======
Net income                        $5,619   $6,226  $10,604  $11,853

Earnings per share:
  Basic                           $ 0.22   $ 0.25   $ 0.42   $ 0.48
  Diluted                         $ 0.22   $ 0.25   $ 0.41   $ 0.47

Note 8: Income Taxes

Electro Rent Corporation regularly evaluates its tax risks as
required by Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 5.  The three and six month
periods ended November 30, 2005 and 2004 include reductions in
the accrued liability for income taxes of $204 and $655,
respectively, reflecting the expiration of specific risks related
to closed tax audit years.

                             Page 11

Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations

The following discussion addresses our financial condition as of
November 30, 2005 and May 31, 2005 and the results of operations
for the three and six month periods ended November 30, 2005 and
2004, and cash flows for the six-month period ended November 30,
2005 and 2004.  This discussion should be read in conjunction
with the Management's Discussion and Analysis section included in
our 2005 Annual Report on Form 10-K (pages 10-18) to which the
reader is directed for additional information and the Risk
Factors set forth in Exhibit 99 to that Report.

General

We generate revenues through the rental, lease and sale of
electronic equipment, primarily test and measurement (T&M) and
personal computer-related (DP) equipment.  For the first six
months of fiscal 2006, 80.7% of rental and lease revenues were
derived from T&M equipment.  This percentage has been increasing
over the last three fiscal years due to the steady erosion of DP
rental and lease revenues related to declines in product purchase
prices and unit volume and increasing T&M activity in
telecommunications, aerospace and defense markets.  However, it
appears that DP revenues are beginning to stabilize.  For the
first six months of fiscal 2006, rental revenues comprised 79.1%
of rental and lease revenue.  That percentage has also been
increasing over the last three years due to a significant decline
in personal computer leasing activity, and an increase in rental
activity that began in fiscal 2005.

A significant part of our T&M equipment portfolio is rented or
leased to large companies in the aerospace, defense, electronics
and telecommunications industries.  We believe that a large part
of our T&M equipment is used in research and development
activities.  We also rent equipment to companies of various sizes
representing a cross-section of American industry.

The profitability of our business also depends in significant
part on controlling the timing, pricing and mix of purchases and
sales of equipment.  We seek to acquire new and used equipment at
attractive prices for the purpose of deriving a profit from a
combination of renting and/or selling such equipment.  The sale
of equipment, either after acquisition or after it has been
rented, can comprise a significant portion of revenues and
operating profit.  To maximize overall profit from the rental,
leasing, and sales of equipment, we manage our equipment pool on
an on-going basis by analyzing our product strategy for each
specific equipment class in light of that equipment's historical
and projected life cycle.  In doing so, we must compare our
estimate of potential profit from rental with the potential
profit from the product's immediate sale and replacement with new
or other equipment.  In our analysis, we assume depreciation and
impairment of equipment based on projected performance and
historical levels, although historical trends are not necessarily
indicative of future trends.  Our overall equipment management is
complex and our product strategy can change during a product's
lifetime based upon numerous factors, including the U.S. and
global economy, interest rates and new product launches.  Our
strategic equipment decisions are based on the following
fundamentals:

                             Page 12

-  Our acquisition cost;

-  Our estimates of current and future market demand for
rentals;

-  Our estimates of current and future supply of product;

-  The book value of the product after depreciation and other
impairment;

-  Our estimates of the effect of interest rates on rental and
leasing fees as well as capital financing; and

-  Our estimates of the potential current and future sale
prices.

If we are unable to accurately predict market trends, or if
demand for the equipment we supply declines, we can be left with
large lots of inventory that we are unable to rent or sell for a
profit.  We assess the carrying value of the equipment pool on a
quarterly basis or when factors indicating impairment are
present.  When the U.S. and global economy began to rebound in
fiscal 2004, we saw increased demand for our equipment, and were
able to sell equipment that was older and more fully depreciated.
Due in part to these events, we experienced greater than normal
gross margins on equipment sales in fiscal 2005 and in the first
six months of fiscal 2006.  We intend to maintain our equipment
management strategy, and, accordingly, we expect that gross
margins on sales will return to normal historical levels of 40%
to 45% as older and previously impaired equipment constitute a
smaller percentage of sales.

However, results for future quarters are subject to future
events, as in the case of unusual opportunities for sales and
early termination of equipment leases.  Such early terminations
can (i) result in sales proceeds to the extent that the customer
decides to purchase the equipment involved, (ii) accelerate lease
payments to the extent of lease termination fees, and/or (iii) to
the extent the customer does not purchase the equipment, increase
the pool of equipment for lease by us, which would adversely
affect future utilization unless we can rent, lease or sell that
equipment to another party.

We measure our overall level of profitability with the following
metrics:

-  Net income per diluted common share (EPS);

-  Net income as a percentage of average assets; and

-  Net income as a percentage of average equity.

                             Page 13

On May 2, 2005, we announced that we have received what we
believe to be one of the first licenses for a wholly foreign-
owned equipment rental business in China.  With the license
awarded by the Tianjin Economic-Technological Development Area
(TEDA), our wholly owned subsidiary in Tianjin, China, commenced
operations in June 2005.

On October 3, 2005, we announced that we acquired a small Belgium
T&M equipment rental company.  The purchase price was
approximately $75.  Our expansion into Europe and recent entry
into China are part of our strategy for becoming a global
provider of rental and leasing services.

PROFITABILITY AND KEY BUSINESS TRENDS

Consistent with the economic environment for the first six months
of fiscal 2006, our organic growth was modest, with revenues
rising by 2.7% to $54,551 from the prior year period.  In
addition, our operating profit for the first six months of fiscal
2006 was slightly higher (0.5%) than in the comparable prior year
period, as higher revenues were offset by increased depreciation
and costs for the development of foreign operations, while net
income declined by 10.5% due to a higher tax rate in the current
year period.

Our profitability measurements are presented in the table below
for the six months ended November 30, 2005 and 2004:

                                             2005     2004
                                             ----     ----
Net income per diluted common share (EPS)  $ 0.41    $0.47

Net income as a percentage of
  average assets                             9.3%    11.3%
Net income as a percentage of average
  equity                                    10.9%    13.6%

T&M rental and lease activity increased from the first six months
of 2005 to the first six months of fiscal 2006, reflecting the
strengthening global economy.  However, DP lease demand continued
to be weak and rental and lease rates remained competitive in
fiscal 2006.

The amount of equipment on rent, based on acquisition cost,
increased from $108.5 million at November 30, 2004, to $116.2
million at November 30, 2005.  Acquisition cost of equipment on
lease increased from $41.2 million at November 30, 2004, to $41.6
million at November 30, 2005.  Utilization for our T&M equipment
pool, again based on acquisition cost, increased from 60.8% at
November 30, 2004, to 62.7% at November 30, 2005.  This reflects
strengthening demand for rental and lease equipment.  Over the
same period, utilization of our DP equipment pool decreased from
a historically high level of 58.3% to a level of 54.7%,
reflecting the loss of two significant data products customers
during the third quarter of fiscal 2005.

During the same six-month periods, monthly rental rates compared
to acquisition cost for T&M and DP equipment were relatively
unchanged, while monthly T&M lease rates compared to acquisition
cost decreased by 3.7% and monthly DP lease rates compared to
acquisition cost increased by 8.7%.  We did not record any
impairment losses during either of the six months ended November
30, 2005 or November 30, 2004.

                             Page 14

We believe that demand for rental electronic equipment should
improve provided the U.S. economy continues to grow.  Also, any
increased defense spending on advanced weapons and intelligence
systems should benefit our business.  While those developments
continue to unfold, however, we will strive to operate the
business efficiently at the prevailing activity levels.

The following table shows the revenue and operating profit trends
over the last five quarters (in thousands):

                                Three Months Ended
                               -------------------
                      Nov.    Aug.    May 31,  Feb.     Nov.
                      30,      31,              28,      30,
                      2005    2005     2005    2005     2004
                     ------  ------   ------  ------   ------
Rentals and leases   $22,005 $21,156  $20,772 $18,846  $21,031

Sales of equipment
  and other
  revenues             5,996   5,394    4,946   9,936    6,466

Operating profit       8,266   7,491    6,588   9,623    8,625

Critical Accounting Policies and Estimates

The preparation of condensed consolidated financial statements in
conformity with accounting principles generally accepted in the
United States of America ("generally accepted accounting
principles") requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period.  On a regular basis, management reviews these estimates
including those related to asset lives and depreciation methods,
impairment of long-lived assets including rental and lease
equipment, allowance for doubtful accounts and income taxes.
These estimates are based on management's historical experience
and on various other assumptions believed to be reasonable under
the circumstances.  Actual results may differ from these
estimates under different assumptions or conditions.  Management
believes, however, that the estimates, including those for the
above-listed items, are reasonable.

Management believes the following critical accounting policies
affect the more significant judgments and estimates used in the
preparation of our financial statements:

Asset lives and depreciation methods:  Our primary business
involves the purchase and subsequent rental and lease of long-
lived electronic equipment.  Management has chosen asset lives
that it believes correspond to the economic lives of the related
assets.  Management has chosen depreciation methods that it
believes match our benefit from the assets with the associated
costs.  These judgments have been made based on management's
expertise in each equipment type that we carry.  If the asset
life and depreciation method chosen do not reduce the book value
of the asset to at least our potential future cash flows from the
asset, we would be required to record an impairment loss.  For
new equipment, depreciation methods and useful lives are
periodically reviewed and revised as deemed appropriate.

                             Page 15

Impairment of long-lived assets: On a quarterly basis, management
reviews the carrying value of our rental and lease equipment to
determine if the carrying value of the assets may not be
recoverable due to current and forecasted economic conditions.
This requires management to make estimates related to future cash
flows from the assets and to determine whether any deterioration
is temporary or permanent.  If these estimates or the related
assumptions change in the future, management may be required to
record additional impairment charges.

Allowance for doubtful accounts and equipment losses:  We
maintain allowances for doubtful accounts for estimated losses
resulting from the inability of customers to pay our invoices.
We also maintain an allowance for estimated losses resulting from
the inability of customers to pay for lost equipment.  These
estimates are primarily based on the amount of time that has
lapsed since the related payments were due as well as specific
knowledge related to the ability of customers to make the
required payments.  If the financial condition of our customers
were to deteriorate, additional allowances could be required that
would reduce income.  Conversely, if the financial condition of
the customers were to improve or if legal remedies to collect
past due amounts were more successful than expected, the
allowances for doubtful accounts and equipment losses may need to
be reduced and income would be increased.

Income Taxes: As part of the process of preparing our
consolidated financial statements, management is required to
estimate income taxes in each of the jurisdictions in which we
operate.  Significant management judgment is required in
determining the provision for income taxes and deferred tax
assets and liabilities.  This process involves management
estimating actual current tax exposure together with assessing
temporary differences resulting from differing treatment of
items, such as depreciation and amortization, for tax and
accounting purposes.  These differences result in deferred tax
assets and liabilities, which are included within our
consolidated balance sheet.  We then assess the likelihood that
our deferred tax assets will be recovered.  To the extent
management believes that recovery is not likely, we establish a
valuation allowance.  Management determined that a valuation
allowance of $98 was required as of November 30, 2005 for the
deferred tax amount arising from operations in China.

                             Page 16

Results of Operations

Comparison of Three Months Ended November 30, 2005 and
November 30, 2004

Revenues

Total revenues for the three months ended November 30, 2005 rose
$0.5 million, or 1.8%, to $28.0 million, compared to $27.5
million in the same period in the prior year.  The increase in
total revenues was due to a 4.6% increase in rental and lease
revenues which was offset by a 7.2% decrease in sales of
equipment and other revenues.

Rental and lease revenues in the second quarter of fiscal 2006
increased 4.6% to $22.0 million from $21.0 million in the same
period of the prior year.  This increase reflects higher demand
and rental rates for T&M equipment in our major market segments,
which we believe stems from the general economic expansion.

Sales of equipment and other revenues decreased 7.2% to $6.0
million in the second quarter of fiscal 2006, from $6.5 million
in the second quarter of fiscal 2005.  This decrease is largely
due to the liquidation during the prior two years of a
substantial amount of lower-utilized equipment, which left less
equipment available for sale in the current fiscal year.

We sell used equipment as a normal part of our rental business.
However, these sales can fluctuate from quarter to quarter and
year to year depending on equipment availability and customer
requirements and funding.  Gross margin on sales decreased to
$2.4 million in the second quarter of fiscal 2006 as compared to
$2.5 million a year ago, while the gross margin percentage
increased slightly to 48.8% from 47.2% over the same periods.
The decline in gross margin reflects the lower level of equipment
available for sale, while the increase in the gross margin
percentage indicates that the equipment sold was either more
fully depreciated than in the prior year, or had been written
down due to impairment.  In fiscal 2005 and continuing into the
current quarter, our gross margin percentage has been relatively
high.  However, we expect that it will return to historical
levels of 40% to 45% over the next two years, as older and
previously impaired equipment constitute a smaller percentage of
equipment sold.

Operating Expenses

Depreciation of rental and lease equipment increased to $8.7
million, or 39.4% of rental and lease revenues, in the second
quarter of fiscal 2006, from $8.5 million, or 40.3% of rental and
lease revenues, in the second quarter of fiscal 2005.  The
increased depreciation expense reflects higher expenditures for
new rental and lease equipment during fiscal 2005 and fiscal
2006, while the lower ratio reflects increased revenues in the
current period.

                             Page 17

Costs of revenues other than depreciation decreased 5.2% to $3.1
million in the second quarter of fiscal 2006, from $3.2 million
in the second quarter of fiscal 2005.  Costs of revenues other
than depreciation primarily includes the cost of equipment sales,
which increased to 56.9% of equipment sales in the second quarter
of fiscal 2006, from 52.8% of equipment sales in the second
quarter of fiscal 2005.  The increase in this percentage is
generally due to the expected return to historical levels from
lower cost ratios in the previous year, as older and previously
impaired equipment constitute a smaller percentage of equipment
sold.

Selling, general and administrative expenses increased 11.6% to
$8.0 million in the second quarter of fiscal 2006, as compared to
$7.2 million in the second quarter of fiscal 2005.  This reflects
increased expenditures in the current fiscal year for the
development of foreign operations in China and Europe as well as
costs related to Sarbanes-Oxley compliance.  SG&A expenses as a
percentage of total revenues increased to 28.6% in the second
quarter of fiscal 2006 from 26.1% in the second quarter of fiscal
2005.

Interest and Investment Income, Net

Net interest and investment income of $.6 million for the second
quarter of fiscal 2006 was about twice the $.3 million recorded
in the second quarter of fiscal 2005.  This largely reflects
increases in prevailing money-market interest rates, and to a
lesser degree increased cash balances.

Income Taxes

Our effective tax rate was 36.6% in the second quarter of fiscal
2006, compared to 30.3% for the same period in fiscal 2005.  The
current quarter and the corresponding period last year include
reductions in the accrued liability for income taxes of $.2
million and $.7 million, respectively, reflecting the expiration
of specific risks related to closed tax audit years.

Comparison of Six Months Ended November 30, 2005 and
November 30, 2004

Revenues

Total revenues for the six months ended November 30, 2005 rose
$1.4 million, or 2.7%, to $54.6 million, compared to $53.1
million in the same period in the prior year.  The increase in
total revenues was due to a 6.2% increase in rental and lease
revenues which was partly offset by an 8.7% decrease in sales of
equipment and other revenues.

                             Page 18

Rental and lease revenues in the first half of fiscal 2006
increased 6.2% to $43.2 million from $40.6 million in the same
period of the prior year.  This increase reflects higher demand
and rental rates for T&M equipment in our major market segments,
which we believe reflects the general economic expansion.

Sales of equipment and other revenues decreased 8.7% to $11.4
million in the first half of fiscal 2006, from $12.5 million in
the first half of fiscal 2005.  This decrease is largely due to
the liquidation of a substantial amount of lower-utilized
equipment during the prior two years, which left less equipment
available for sale in the current fiscal year.

We sell used equipment as a normal part of our rental business.
However, these sales can fluctuate from quarter to quarter and
year to year depending on equipment availability and customer
requirements and funding.  Gross margin on sales decreased to
$4.7 million in the first half of fiscal 2006 from $5.0 million a
year ago, while the gross margin percentage increased slightly to
50.6% from 48.3% over the same periods.  The decline in gross
margin reflects the lower level of equipment available for sale,
while the increase in the gross margin percentage indicates that
the equipment sold was either more fully depreciated than in the
prior year, or had been written down due to impairment.  In
fiscal 2005 and continuing into the current period, our gross
margin percentage has been relatively high.  However, we expect
that it will return to historical levels of 40% to 45% over the
next two years, as older and previously impaired equipment
constitute a smaller percentage of equipment sold.

Operating Expenses

Depreciation of rental and lease equipment increased to $17.1
million, or 39.7% of rental and lease revenues, in the first half
of fiscal 2006, from $16.5 million, or 40.6% of rental and lease
revenues, in the first half of fiscal 2005.  The increased
depreciation expense reflects higher expenditures for new rental
and lease equipment during fiscal 2005 and fiscal 2006, while the
lower ratio reflects increased revenues in the current period.

Costs of revenues other than depreciation decreased 10.4% to $5.7
million in the first half of fiscal 2006, from $6.4 million in
the first half of fiscal 2005.  Costs of revenues other than
depreciation primarily includes the cost of equipment sales,
which increased to 52.8% of equipment sales in the first half of
fiscal 2006, from 51.7% of equipment sales in the first half of
fiscal 2005.  The increase in this percentage is generally due to
the expected return to historical levels from lower cost ratios
in the previous year, as older and previously impaired equipment
constitute a smaller percentage of equipment sold.

Selling, general and administrative expenses increased 9.6% to
$15.9 million in the first half of fiscal 2006 million, as
compared to $14.6 million in the first half of fiscal 2005.  This
reflects expenditures for the development of foreign operations
in China and Europe in the current fiscal year as well as earlier
recording of costs related to Sarbanes-Oxley compliance, as
compared to last year.  SG&A expenses as a percentage of total
revenues increased to 29.2% in the first half of fiscal 2006 from
27.4% in the first half of fiscal 2005.

                             Page 19

Interest and Investment Income, Net

Net interest and investment income of $1.2 million for the first
half of fiscal 2006 was about twice the $.6 million recorded in
the first half of fiscal 2005.  This largely reflects increases
in prevailing money-market interest rates, and to a lesser degree
increase cash balances.

Income from Litigation Settlement

In the first six months of fiscal 2005, the Company recognized as
other income $1.8 million related to funds received from a class
action lawsuit when all contingencies expired.  There was no
comparable income in the current year period.

Income Taxes

Our effective tax rate was 37.3% in the first half of fiscal
2006, compared to 34.1% for the same period in fiscal 2005.  The
current six-month period and the corresponding period last year
include reductions in the accrued liability for income taxes of
$.2 million and $.7 million, respectively, reflecting the
expiration of specific risks related to closed tax audit years.

Liquidity and Capital Resources

During the last three fiscal years, our primary capital
requirements have been purchases of rental and lease equipment.
We generally purchase equipment throughout each year to replace
equipment that has been sold, and to maintain adequate levels of
rental equipment to meet existing and new customer demands.  To
support areas of potential growth for both T&M and DP equipment,
and to keep our equipment pool technologically up-to-date, we
made payments for the purchase of $32.8 million of rental and
lease equipment during the first half of fiscal 2006.  This
amount was 20.3% lower than the $41.2 million in the prior year.

On January 14, 2004, we paid a special distribution of $4.00 per
outstanding common share, which totaled $99.5 million.  Following
this distribution through November 30, 2005, cash, cash
equivalents and marketable securities remained relatively stable.
We expect that the level of these liquid assets will begin to
increase, unless equipment purchases increase in response to
demand, or we decide to buy back additional shares of our common
stock, pay another special distribution, pay dividends, finance
another acquisition, or pursue other opportunities.  We have
invested our cash balance in money market funds and other
instruments with maturities of less than 90 days.

                             Page 20

During the first six months of fiscal 2006 and fiscal 2005 net
cash provided by operating activities was $22.9 million and $24.4
million, respectively.  This decrease is largely the result of
changes to accrued liabilities in the prior year.

During the six months ended November 30, 2005 net cash used in
investing activities was $20.7 million, compared to $37.4 million
in the same period of fiscal 2005.  This decrease is attributable
to lower payments for the purchase of rental and lease equipment
combined with net redemption of marketable securities in the
current year compared to purchases in the prior year.

Net cash flows from financing activities were higher in the first
six months of fiscal 2006 as compared the same period last year,
due to a greater amount of stock options that were exercised.

We have a $10.0 million revolving line of credit with an
institutional lender, subject to certain restrictions, to meet
equipment acquisition needs as well as working capital and
general corporate requirements.  We have had no bank borrowings
since the first six months of fiscal 2001.

                             Page 21

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

Except for the historical statements and discussions, statements
contained in this Form 10-Q constitute forward-looking statements
within the meaning of section 21E of the Securities Exchange Act
of 1934.  These forward-looking statements reflect the current
views of our management with respect to future events and
financial performance; however, you should not put undue reliance
on these statements.  We undertake no obligation to update or
revise any forward-looking statements that are or may be affected
by developments, which our management does not deem material.
When used in this Form 10-Q, the words "anticipate," "believes,"
"expects," "intends," "future," and other similar expressions
identify forward-looking statements.  These forward-looking
statements are subject to certain risks and uncertainties, not
all of which are disclosed in this Form 10-Q.  We believe our
management's assumptions are reasonable; nonetheless, it is
likely that at least some of these assumptions will not come
true.  Accordingly, our actual results will likely differ from
the outcomes contained in any forward-looking statement, and
those differences could be material.  Factors that could cause or
contribute to these differences include, among others, those
risks and uncertainties discussed under the sections contained in
this Form 10-Q entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and in
"Quantitative and Qualitative Disclosure About Market Risk
Related to Interest Rates and Currency Rates," as well as in our
Annual Report on Form 10-K for the year ended May 31, 2005
including the "Risk Factors" attached as Exhibit 99 to that
document, our Proxy Statement for our 2005 Annual Meeting of
Shareholders and our other filings with the Securities and
Exchange Commission.  Should one or more of the risks discussed,
or any other risks, materialize, or should one or more of our
underlying assumptions prove incorrect, our actual results may
vary materially from those anticipated, estimated, expected or
projected.

                             Page 22

Item 3.  Quantitative and Qualitative Disclosures About Interest
Rates and Currency Rates

We are exposed to market risks related to changes in interest
rates and foreign currency exchange rates, however, we do not
believe those risks to be material in relation to our operations.
We do not have any derivative financial instruments.

As of November 30, 2005 and May 31, 2005, cash and cash
equivalents included money market securities, and we had
investments in marketable securities.  Due to the short-term
duration of our investment portfolio, an immediate 10% change in
interest rates would not have a material effect on the fair
market value of our portfolio, therefore, we would not expect our
operating results or cash flows to be affected to any significant
degree by the effect of a sudden change in market interest rates
on our securities portfolio.

We are also subject to risks associated with foreign currency
rate fluctuations to the extent of financing arrangements for
rented and leased equipment denominated in Canadian dollars,
euros and Chinese yuan.  We have determined that hedging of these
assets is not cost effective and instead we attempt to minimize
risks due to currency and exchange rate fluctuations through
working capital management.  We do not believe that any
foreseeable change in currency rates would materially or
adversely affect our financial position or results of operations.

Item 4: Controls and Procedures

Our management, with the participation of our Chief Executive
Officer and Chief Financial Officer, evaluated the effectiveness
of our disclosure controls and procedures (as defined in Rule 13a-
15(e) of the Exchange Act) as of the end of the period covered by
this report.  Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that our disclosure
controls and procedures as of the end of the period covered by
this report were effective in ensuring that information required
to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange
Commission's rules and forms.

                             Page 23

There was no change in our internal control over financial
reporting (as defined in Rule 13a-15(f) of the Exchange Act) that
occurred during our most recent fiscal quarter that has
materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
Part II.  OTHER INFORMATION

Item 1.  Legal Proceedings

None.

Item 2.  Unregistered Sales of Equity Securities and Use of
Proceeds.

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Submission of Matters to a Vote of Security Holders

(a) On October 6, 2005, the 2005 Annual Meeting of Shareholders
of the Registrant was held.  Proxies pursuant to Regulation 14A
were solicited in connection with the meeting.  23,575,194 shares
were present in person or by proxy out of a total of 25,151,022
shares issued and outstanding and eligible to vote on the record
date.

(b) The meeting involved the election of directors.  The
following directors were elected by the number of affirmative
votes set opposite their respective names:

Name                             Number of Votes
----                             ---------------
Gerald D. Barrone                     22,407,187
Nancy Y. Bekavac                      21,140,137
Karen J. Curtin                       22,439,952
Daniel Greenberg                      22,346,624
Joseph J. Kearns                      22,374,787
S. Lee Kling                          22,207,873
James S. Pignatelli                   22,444,373

(c) Other matters submitted to a vote of security holders:

  (i)  The shareholders ratified the appointment of Deloitte &
          Touche LLP as the registrant's independent public accountants for
          the current year.  23,330,172 shares were voted for, 237,851 were
          voted against, and 7,171 shares abstained from voting.
  (ii) The shareholders approved the adoption of the 2005 Equity
          Incentive Plan.  19,282,173 shares were voted for, 1,424,172 were
          voted against, and 568,629 shares abstained from voting.

                             Page 24

Item 6.  Exhibits

(a) (* Indicates compensation plan, contract or arrangement)

Exhibit #   Description
---------   -----------
3           Articles of Incorporation (Restated) and bylaws are
            incorporated by reference to Exhibits 1.2 and 6.1,
            respectively, of Registration Statement (Form S-14),
            File No. 2-63532.  A copy of the Restated Articles of
            Incorporation and the Certificate of Amendment of
            Restated Articles of Incorporation filed October 24,
            1988 are incorporated by reference to Exhibit (3) to
            the Annual Report (Form 10-K) for the fiscal year
            ended May 31, 1989.  A copy of the Certificate of
            Amendment of Restated Articles of Incorporation filed
            October 15, 1997 is filed as Exhibit (3) to the
            Annual Report (Form 10-K) for the fiscal year ended
            May 31, 1999.  A copy of the amendment to the bylaws
            adopted October 6, 1994 is incorporated by reference
            to the Annual Report (Form 10-K) for the fiscal year
            ended May 31, 1995.  A copy of the amendment to the
            bylaws adopted November 15, 1996 is incorporated by
            reference to Exhibit (3) of the Annual Report (Form
            10-K) for the fiscal year ended May 31, 1997.

10.1        Employment Agreement for Steven Markheim dated
            October 31, 2005, is incorporated by reference to
            Exhibit 10.1 of our Current Report (Form 8-K) dated
            October 31, 2005.*

10.2        Employment Agreement for Gary B. Phillips dated
            October 31, 2005, is incorporated by reference to
            Exhibit 10.1 of our Current Report (Form 8-K) dated
            October 31, 2005.*

10.3        Employment Agreement for Craig R. Jones dated October
            31, 2005, is incorporated by reference to Exhibit
            10.1 of our Current Report (Form 8-K) dated October
            31, 2005.*

10.4        The Executive Employment Agreement between the
            Company and Daniel Greenberg, Chairman of the Board
            of Directors and Chief Executive Officer, originally
            entered into December 15, 1986 and amended November
            22, 1988 by Amendment No. One To Executive Employment
            Agreement, as further amended and restated as of July
            15, 1992. A copy of the Executive Employment
            Agreement (Amended And Restated as of July 15, 1992),
            and as further amended as of October 2001) is
            incorporated by reference to Exhibit (10)(D)-(1) of
            Registrant's Annual Report (Form 10-K) for the fiscal
            year ended May 31, 1993. A copy of Amendment No. 1 to
            the Amended and Restated Executive Employment
            Agreement, dated October 12, 2001 is incorporated by
            reference to Exhibit 10(D)-(1) of Registrant's Annual
            Report (Form 10-K) for the fiscal year ended May 31,
            2003.*

                             Page 25

31.1        Rule 13a-14(a)/15d-14(a) Certification of Chief
            Executive Officer

31.2        Rule 13a-14(a)/15d-14(a) Certification of Chief
            Financial Officer

32.1        Section 1350 Certification by Principal Executive
            Officer

32.2        Section 1350 Certification by Chief Financial Officer

                             Page 26

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 thereto duly authorized.

ELECTRO RENT CORPORATION

DATED:  December 15, 2005

/s/ Craig R. Jones
Craig R. Jones
Vice President and Chief Financial Officer

                             Page 27
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