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               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C. 20549

                            FORM 10-Q

           QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

             FOR THE QUARTER ENDED NOVEMBER 30, 2001

                    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

Number of common shares registrant had outstanding at December
17, 2001: 24,590,007

                          Page 1

                    ELECTRO RENT CORPORATION

                            FORM 10-Q

                        NOVEMBER 30, 2001

TABLE OF CONTENTS                                           Page

Part I: FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Statements of Income for the Three      3
Months and Six Months Ended November 30, 2001 and 2000

Condensed Consolidated Balance Sheets at November 30, 2001     4
and May 31, 2001

Condensed Consolidated Statements of Cash Flows for the        5
Six Months Ended November 30, 2001 and 2000

Notes to Condensed Consolidated Financial Statements           6

Item 2. Management's Discussion and Analysis of               10
Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures              14
About Market Risk

Part II: OTHER INFORMATION                                    14

Item 6. Exhibits and Reports on Form 8-K                      15

SIGNATURES                                                    15

                          Page 2

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

                              ELECTRO RENT CORPORATION

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

                                   Three Months Ended    Six Months Ended
                                      November 30,          November 30,
                                    2001       2000       2001       2000
                                 ---------- ---------- ---------- ----------

Revenues:
  Rentals and leases             $  29,860  $  46,344  $  64,867  $  92,368
  Sales of equipment
    and other revenues               9,221      8,173     17,170     19,482
                                 ---------- ---------- ---------- ----------
    Total revenues                  39,081     54,517     82,037    111,850
                                 ---------- ---------- ---------- ----------
Costs and expenses:
  Depreciation of equipment         15,006     18,640     31,428     37,646
  Costs of revenues other
    than depreciation                5,962      5,941     12,336     13,188
  Selling, general and
    administrative expenses         13,501     15,743     27,871     32,049
  Interest (income) expense, net      (552)       173     (1,203)       608
                                 ---------- ---------- ---------- ----------
    Total costs and expenses        33,917     40,497     70,432     83,491
                                 ---------- ---------- ---------- ----------
Income before income taxes           5,164     14,020     11,605     28,359

Income taxes                         1,962      5,328      4,409     10,777
                                 ---------- ---------- ---------- ----------
Net income                       $   3,202  $   8,692  $   7,196  $  17,582
                                 ========== ========== ========== ==========
Earnings per share:
  Basic                              $0.13      $0.36      $0.29      $0.72
  Diluted                            $0.13      $0.35      $0.29      $0.71

Average shares used in
  per share calculation:
  Basic                             24,573     24,357     24,545     24,373
  Diluted                           24,805     24,705     24,855     24,710

                              See accompanying notes to
                    condensed consolidated financial statements.

                                        Page 3

                              ELECTRO RENT CORPORATION

                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (000 omitted)

                                       ASSETS

                                                      (Unaudited)
                                                      November 30   May 31,
                                                          2001       2001
                                                       ---------- ----------

Cash and cash equivalents                              $  80,669  $  61,136
Accounts receivable, net
  of allowance for doubtful accounts                      18,041     23,809
Rental and lease equipment, net
  of accumulated depreciation                            145,432    167,521
Other property, net of accumulated
  depreciation and amortization                           17,833     18,841
Goodwill, net of amortization                             35,703     35,703
Intangibles, net of amortization                           1,621      1,684
Other                                                      4,767      3,774
                                                       ---------- ----------
                                                       $ 304,066  $ 312,468
                                                       ========== ==========

                        LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
  Accounts payable                                     $  10,573  $  25,733
  Accrued expenses                                        18,797     19,606
  Deferred income taxes                                   16,988     16,943
                                                       ---------- ----------
    Total liabilities                                     46,358     62,282
                                                       ---------- ----------
Shareholders' equity:
  Common stock                                            12,148     11,782
  Retained earnings                                      245,560    238,404
                                                       ---------- ----------
    Total shareholders' equity                           257,708    250,186
                                                       ---------- ----------
                                                       $ 304,066  $ 312,468
                                                       ========== ==========

                              See accompanying notes to
                    condensed consolidated financial statements.

                                        Page 4

                              ELECTRO RENT CORPORATION

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

                                                         Six Months Ended
                                                            November 30,
                                                          2001       2000
                                                       ---------- ----------

Cash flows from operating activities:
  Net income                                           $   7,196  $  17,582
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                         32,522     39,982
    Provision for losses on accounts receivable            1,132      1,267
    Gain on sale of equipment                             (4,059)    (6,106)
    Change in operating assets and liabilities:
      (Increase) decrease in accounts receivable           4,636     (3,661)
      Decrease in other assets                              (993)       (56)
      Increase in accounts payable                         1,084        938
      Decrease in accrued expenses                          (809)      (501)
      Increase in deferred income taxes                       45        107
                                                       ---------- ----------
      Net cash provided by operating activities           40,754     49,552
                                                       ---------- ----------
Cash flows from investing activities:
  Proceeds from sale of equipment                         14,586     16,783
  Payments for purchase of rental and lease equipment    (36,110)   (39,657)
  Payments for purchase of other property                    (23)      (214)
                                                       ---------- ----------
      Net cash used in investing activities              (21,547)   (23,088)
                                                       ---------- ----------
Cash flows from financing activities:
  Decrease in short-term bank borrowings                       0    (21,800)
  Proceeds from issuance of common stock                     368        157
  Payment for repurchase of common stock                     (42)    (2,981)
                                                       ---------- ----------
      Net cash provided by (used in)
           financing activities                              326    (24,624)
                                                       ---------- ----------
Net increase in cash and cash equivalents                 19,533      1,840
Cash and cash equivalents at beginning of period          61,136      1,605
                                                       ---------- ----------
Cash and cash equivalents at end of period             $  80,669  $   3,445
                                                       ========== ==========

                              See accompanying notes to
                    condensed consolidated financial statements.

                                        Page 5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1: Basis of Presentation

The unaudited consolidated financial statements are condensed and
do not contain all information required by generally accepted
accounting principles to be included in a full set of financial
statements.  The condensed consolidated financial statements
include Electro Rent Corporation and the accounts of its wholly
owned subsidiaries.

All intercompany balances and transactions have been eliminated.
Certain reclassifications have been made to make information
comparable between years.  The information furnished reflects all
adjustments, which in the opinion of management, are necessary to
a fair statement of the financial position and the results of
operations of the Company.  All such adjustments are of a normal
recurring nature.

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and 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.  Actual results could differ from those estimates.

Note 2: Impairment of Assets

The carrying value of equipment held for rental and lease is
assessed quarterly and/or when factors indicating an impairment
are present.  The Company recognizes impairment losses on
equipment held for rental and lease when the expected future cash
flows are less than the asset's carrying value, in which case the
asset is written down to its estimated recoverable value.  The
Company would recognize impairment losses on goodwill when the
carrying amount exceeds its fair value.

Note 3: Interest and Income Taxes Paid

Total interest paid during the six month periods ended November
30, 2001 and 2000 was $21,000 and $219,000, respectively.  Total
income taxes paid during the six month period ended November 30,
2001 were $3,717,000 compared to $11,383,000 during the same
period in the prior year.  Interest and income taxes paid will
vary from amounts recorded in the financial statements.

Note 4: Noncash Investing and Financing Activities

The Company acquired equipment totaling $9,379,000 and
$25,623,000 as of November 30, 2001 and May 31, 2001,
respectively, and $21,600,000 and $19,947,000 as of November 30,
2000 and May 31, 2000, respectively, payable during subsequent
quarters.

                          Page 6

Note 5: Capital Leases

The Company has certain customer leases providing bargain
purchase options with a portion of lease revenue deferred until
option exercise.  At November 30, 2001 investment in sales-type
leases of $1,714,000 net of deferred interest of $83,000 is
included in other assets.  Interest income is recognized over the
life of the lease using the interest method.

Note 6: Acquisition Purchase Price Settlement

On December 13, 2000, the Company entered into a settlement
agreement to fully resolve its closing balance sheet and purchase
price disagreements with GE Capital Technology Management
Services ("TMS"), regarding the Company's acquisition of the TMS
computer and test and measurement equipment rental business.  The
Company received the related settlement payment of $20.8 million
on December 14, 2000.

On November 14, 1997, the Company acquired the TMS business for a
purchase price of approximately $240 million.  The acquisition
was accounted for as a purchase and, accordingly, the acquired
assets and assumed liabilities were recorded at their estimated
fair value at the date of the acquisition.  Before the
settlement, the purchase price exceeded the fair market value of
the tangible net assets acquired resulting in goodwill of
approximately $60 million.

The TMS acquisition agreement included provisions for a reduction
in the purchase price paid by the Company in the event there were
objections to the TMS closing date balance sheet.  The Company's
objections were subject to resolution as set forth in the TMS
acquisition agreement and were the subject of on-going
discussions between the parties.  The settlement related to these
objections has been used primarily to reduce the TMS goodwill
originally recorded.

Note 7: Comprehensive Income

SFAS No.  130, "Reporting Comprehensive Income," establishes
standards to measure all changes in equity that result from
transactions and other economic events other than transactions
with shareholders.  Comprehensive income is the total of net
income and all other non-shareholder changes in equity.  Other
than net income, the Company has no comprehensive income.

Note 8: Segment Reporting

The Company adopted SFAS No.  131, "Disclosure about Segments of
an Enterprise and Related Information," at May 31, 1999.  SFAS
No. 131 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, the Company's operations are treated as one
operating segment as it only reports profit and loss information
on an aggregate basis to the chief operating decision maker of
the Company.

                          Page 7

Note 9: Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 141 ("SFAS
141"), "Business Combinations."  SFAS 141 requires the purchase
method of accounting for business combinations initiated after
June 30, 2001 and eliminates the pooling-of-interests method.  We
believe that the adoption of SFAS 141 will not have a significant
impact on our financial statements.

In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible
Assets."  SFAS 142 requires, among other things, the
discontinuance of goodwill amortization and the testing for
impairment of goodwill at least annually.  The Company adopted
SFAS 142 in the first quarter of the year ending May 31, 2002.
The impact of SFAS 142 on the Company's financial position and
results of operations was immaterial.

Note 10: Goodwill and Intangible Assets

During the first quarter of fiscal year 2002, the Company early-
adopted Statement of Financial Accounting Standards No. 142
("SFAS 142"), "Goodwill and Other Intangible Assets."  In
accordance with SFAS 142, the Company discontinued goodwill
amortization and tested goodwill for impairment as of June 1,
2001.  No impairment loss appeared necessary.  The Company will
continue to test goodwill for impairment at least annually.
Other intangible assets continue to be amortized over their
expected useful life of twenty years.

Goodwill was $35.7 million as of November 30, 2001, and was
unchanged for the quarter.  The following sets forth the
intangible assets by major asset class (in thousands):

                               As of November 30, 2001
                                ---------------------
                                 Gross      Accumulated
                               Carrying
                                Amount      Amortization
                              ------------  ------------
Asset class
-----------
Customer contracts and
  related relationships             $4,500      ($3,907)
Trade name                           2,000         (972)
                                    ------      --------
Total                               $6,500      ($4,879)
                                    ======      ========

Aggregate amortization expense on intangible assets was
approximately $0.03 million for the quarter ended November 30,
2001.  There was no impairment loss recorded during the quarter.
Amortization expense is expected to be approximately $.13 million
in each of the next five fiscal years.

                          Page 8

The following table presents net income on a comparable basis,
after adjustment for goodwill amortization (in thousands, except
per share amounts):

                                      Six Months Ended
                                         November 30,
                                    --------------------
                                       2001         2000
                                     ------       ------
Reported net income                  $7,196      $17,582
  Add back: goodwill amortization,
    net of tax effect                     0          541
                                     ------       ------
Adjusted net income                  $7,196      $18,123
                                     ======       ======
Basic earnings per share
  As reported                         $0.29        $0.72
  As adjusted                         $0.29        $0.74
Diluted earnings per share
  As reported                         $0.29        $0.71
  As adjusted                         $0.29        $0.73

                          Page 9

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

The following discussion addresses the financial condition of the
Company as of November 30, 2001 and the results of operations for
the six month period ended November 30, 2001.  This discussion
should be read in conjunction with the Management's Discussion
and Analysis section included in the Company's 2001 Annual Report
on Form 10-K (pages 13-15) to which the reader is directed for
additional information.

Results of Operations

Comparison of Three Months Ended November 30, 2001 and 2000

Total revenues for the three months ended November 30, 2001
decreased 28.3% to $39.1 million from $54.5 million in the
comparable prior year period.  Rental and lease revenues
decreased 35.4% to $29.9 million, primarily as a result of
continued weakness in both test and measurement (T&M) and
computer-related (DP) equipment.  Sales of equipment and other
revenues increased 12.2% to $9.2 million, due to higher demand
for T&M equipment and DP services, partially offset by lower
demand for DP equipment.

In spite of progress in reducing our DP equipment pool and
related depreciation, depreciation of equipment increased from
40.2% of rental and lease revenues in the second quarter of
fiscal 2001 to 50.3% of rental and lease revenues in the second
quarter of fiscal 2002.  This expense ratio increased because the
19.5% decline in depreciation expense from the prior year period
was exceeded by a 35.4% decline in rental and lease revenues.  DP
equipment utilization continued a four-year decline to its lowest
historical level, while T&M equipment utilization continued a
decline which began in the fourth quarter of fiscal 2001 and
reached its lowest level since fiscal 1994.

Costs of revenues other than depreciation primarily includes the
cost of equipment sales, which decreased from 70.9% of equipment
sales in the second quarter of fiscal 2001 to 66.5% of equipment
sales in the second quarter of fiscal 2002.  This cost ratio
decrease reflects the liquidation of used equipment which is
cumulatively more depreciated in the current year, compared to
the prior year.

Selling, general and administrative expenses totaled $13.5
million for the second quarter of fiscal 2002, or 34.5% of
revenues, as compared to $15.7 million, or 28.9% of revenues, for
the second quarter of fiscal 2001.  Although SG&A expenses were
reduced by 14.2%, reflecting a reduction in personnel, the
closing of certain locations, resolution of the TMS arbitration,
and the termination of goodwill amortization, total revenues
declined at a faster rate of 28.3%

As a result of the changes in revenues, operating costs and
expenses discussed above, earnings before interest and taxes were
$4.6 million or 11.8% of total revenues in the second quarter of
fiscal 2002 compared to $14.2 million or 26.0% of total revenues
in the second quarter of fiscal 2001.

                          Page 10

Net interest income and expense changed from expense of $173,000
in the second quarter of fiscal 2001 to income of $552,000 in the
second quarter of fiscal 2002.  This change is due to the
repayment of all bank borrowings during the second quarter of
fiscal 2001, and subsequent investment of cash in money market
instruments.

Comparison of Six Months Ended November 30, 2001 and 2000

Total revenues for the six months ended November 30, 2001
decreased 26.7% to $82.0 million from $111.9 million in the
comparable prior year period.  Rental and lease revenues
decreased 29.8% to $64.9 million, primarily as a result of
continued weakness in the business.  Sales of equipment and other
revenues decreased 11.8% to $17.2 million due to lower demand for
T&M and DP equipment.

In spite of progress in reducing our DP equipment pool and
related depreciation, depreciation of equipment increased from
40.8% of rental and lease revenues in the first half of fiscal
2001 to 48.4% of rental and lease revenues in the first half of
fiscal 2002.  This expense ratio increased because the 16.5%
decline in depreciation expense from the prior year period was
exceeded by a 29.8% decline in rental and lease revenues.  DP
equipment utilization continued a four-year decline to its lowest
historical level, while T&M equipment utilization continued a
decline which began in the fourth quarter of fiscal 2001 and
reached its lowest level since fiscal 1994.

Costs of revenues other than depreciation primarily includes the
cost of equipment sales, which increased from 63.6% of equipment
sales in the first half of fiscal 2001 to 72.2% of equipment
sales in the first half of fiscal 2002.  This cost ratio increase
reflects the liquidation of used equipment which is cumulatively
less depreciated in the current year, compared to the prior year.

Selling, general and administrative expenses totaled $27.9
million for the first half of fiscal 2002, or 34.0% of revenues,
as compared to $32.0 million, or 28.7% of revenues, for the first
half of fiscal 2001.  Although SG&A expenses were reduced by
12.8%, reflecting a reduction in personnel, the closing of
certain locations, resolution of the TMS arbitration, and the
termination of goodwill amortization, total revenues declined at
a faster rate of 26.7%.

As a result of the changes in revenues, operating costs and
expenses discussed above, earnings before interest and taxes were
$10.4 million or 12.7% of total revenues in the first half of
fiscal 2002 compared to $29.0 million or 25.9% of total revenues
in the first half of fiscal 2001.

Net interest income and expense changed from expense of $608,000
in the first half of fiscal 2001 to income of $1,203,000 in the
first half of fiscal 2002.  This change is due to the repayment
of all bank borrowings during the first half of fiscal 2001, and
subsequent investment of cash in money market instruments.

                          Page 11

Liquidity and Capital Resources

The Company's primary capital requirements are purchases of
rental and lease equipment and debt service, although all bank
borrowings were repaid in the second quarter of fiscal 2001.  The
Company purchases equipment throughout each year to replace
equipment, which has been sold, and to maintain adequate levels
of rental equipment to meet existing and new customer needs.  The
market for personal computers has declined during the last four
years, and the T&M market began declining in the last quarter of
fiscal 2001.  However, during the first six months of fiscal
2002, purchases of equipment continued to be made to support some
areas of growth for both personal computers and test and
measurement equipment, and to keep the equipment pool
technologically up-to-date.  Cash and cash equivalents are likely
to continue to accumulate, unless the Company decides to buy back
additional shares, finance an acquisition, or pursue other
opportunities.

During the six months ended November 30, 2001 and 2000 net cash
provided by operating activities was $40.8 million and $49.6
million, respectively.  The decrease in fiscal 2002 results
primarily from the decline in DP and T&M rental and lease
revenues and lower depreciation and amortization expense,
partially offset by a decrease in accounts receivable.  During
the six months ended November 30, 2001 and 2000 net cash used in
investing activities was $21.5 million and $23.1 million,
respectively.  This decrease is primarily attributable to lower
expenditures for equipment in the first six months of the current
fiscal year as compared to the same period in the prior year.
During the first half of fiscal 2002 net cash flows from
financing activities were $0.3 million provided, compared to
$24.6 million used in the first half of fiscal 2001.  This is
largely the result of a repayments of bank borrowings and the
repurchase of $3.0 million of the Company's common stock in the
prior year period.

On November 14, 2000, the Company's previous revolving line of
credit expired.  On December 1, 2000, the Company entered into an
agreement with a bank to provide a new revolving line of credit
for $25.0 million, subject to certain restrictions, to meet
equipment acquisition needs as well as working capital and
general corporate requirements.  The Company had no borrowings
outstanding at November 30, 2001.

                          Page 12

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

Except for the historical statements and discussions contained in
this Form 10-Q, 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 the Company's management
with respect to future events and financial performance; however,
you should not put undue reliance on these statements.  The
Company undertakes no obligation to update or revise any forward-
looking statements that are or may be affected by developments
which the Company's management does not deem material.  When used
or incorporated by reference 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.
The Company believes its management's assumptions are reasonable,
nonetheless, it is likely that at least some of these assumptions
will not come true.  Accordingly, the Company's actual results
will probably 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," as well as in the Company's Annual
Report on Form 10-K for the year ended May 31, 2001, including
the "Risk Factors" attached as Exhibit 99 to that document, the
Company's Proxy Statement for its 2001 Annual Meeting of
Shareholders and the Company's 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 the Company's underlying assumptions prove incorrect, the
Company's actual results may vary materially from those
anticipated, estimated, expected or projected.

                          Page 13

Item 3.  Quantitative And Qualitative Disclosures About Market
Risk Related to Interest Rates and Foreign Currency Exchange Rates

The Company's primary market risk exposure historically has been
risks related to interest rate fluctuations, primarily related to
its previous borrowings under its unsecured revolving credit
facility. However, interest rates do not necessarily impact the
Company's margins or earnings because the effects of higher or
lower borrowing costs may be reflected in the financing rates on
newly rented and leased assets. The Company attempts to reduce
this risk by utilizing derivative financial instruments, namely
interest rate caps and swaps, pursuant to Company policies. The
Company does not enter into derivative financial instruments for
the purpose of trading. Although the Company has the ability to
draw on its revolving credit line, the Company currently has no
outstanding borrowings under its credit facility or interest rate
protection agreements in place.

The Company is 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. The Company has determined that hedging of
these assets is not cost effective and instead attempts to
minimize its risks due to currency and exchange rate fluctuations
through working capital management. The Company does not believe
that any foreseeable change in currency rates would materially or
adversely affect its financial position or results of operations.

Part II.  OTHER INFORMATION

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

(a) On October 11, 2001, the 2001 Annual Meeting of Shareholders
of the Registrant was held.  Proxies pursuant to Regulation 14A
were solicited in connection with the meeting.  22,168,473 shares
were present in person or by proxy out of a total of 24,526,164
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                     22,153,924
Nancy Y. Bekavac                      22,154,124
Daniel Greenberg                      21,251,681
Joseph J. Kearns                      22,154,196
S. Lee Kling                          22,147,850
Michael R. Peevey                     22,154,196
Will Richeson, Jr.                    22,149,010
William Weitzman                      21,195,307

                          Page 14

(c) Other matters submitted to a vote of security holders:  The
shareholders approved an Amendment to the 1996 Director Option
Plan.  18,851,170 shares were voted for, 3,237,375 were voted
against, and 41,928 shares abstained from voting.

The shareholders ratified the appointment of Arthur Andersen LLP
as the registrant's independent public accountants for the
current year.  22,137,725 shares were voted for, 19,038 were
voted against, and 11,710 shares abstained from voting.

Item 6.  Exhibits and Reports on Form 8-K

None.

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 20, 2001

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

                          Page 15
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