```

                                                     EXHIBIT 31.1

             Rule 13a-14(a)/15d-14(a) Certification
                 By Principal Executive Officer

I, Daniel Greenberg, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Electro
Rent Corporation for the period ended February 29, 2004;

2.  Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;

4.  The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the registrant and have:

     a)  Designed such disclosure controls and procedures, or
     caused such disclosure controls and procedures to be
     designed under our supervision, to ensure that material
     information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others
     within those entities, particularly during the period in
     which this report is being prepared;

     b)  Evaluated the effectiveness of the registrant's
     disclosure controls and procedures and presented in this
     report our conclusions about the effectiveness of the
     disclosure controls and procedures as of the end of the
     period covered by this report based on such evaluation; and

     c)  Disclosed in this report any change in the registrant's
     internal control over financial reporting that occurred
     during the registrant's most recent fiscal quarter (the
     registrant's fourth fiscal quarter in the case of an
     quarterly report) that has materially affected, or is
     reasonably likely to materially affect the registrant's
     internal control over financial reporting; and

5.  The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reports, to the registrant's auditors and
the audit committee of registrant's board of directors (or
persons performing the equivalent functions):

     a)  All significant deficiencies and material weaknesses in
     the design or operation of internal control over financial
     reporting which are reasonably likely to adversely affect
     the registrant's ability to record, process, summarize and
     report financial information; and

     b)  Any fraud, whether or not material, that involves
     management or other employees who have a significant role in
     the registrant's internal control over financial reporting.

Date:  March 25, 2004

                              /s/ Daniel Greenberg
                              Daniel Greenberg
                              Chief Executive Officer

                                                     EXHIBIT 31.2

             Rule 13a-14(a)/15d-14(a) Certification
                 By Principal Financial Officer

I, Craig R. Jones, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Electro
Rent Corporation for the period ended February 29, 2004;

2.  Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;

4.  The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the registrant and have:

     a)  Designed such disclosure controls and procedures, or
     caused such disclosure controls and procedures to be
     designed under our supervision, to ensure that material
     information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others
     within those entities, particularly during the period in
     which this report is being prepared;

     b)  Evaluated the effectiveness of the registrant's
     disclosure controls and procedures and presented in this
     report our conclusions about the effectiveness of the
     disclosure controls and procedures as of the end of the
     period covered by this report based on such evaluation; and

     c)  Disclosed in this report any change in the registrant's
     internal control over financial reporting that occurred
     during the registrant's most recent fiscal quarter (the
     registrant's first fiscal quarter in the case of a quarterly
     report) that has materially affected, or is reasonably
     likely to material affect the registrant's internal control
     over financial reporting; and

5.  The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reports, to the registrant's auditors and
the audit committee of registrant's board of directors (or
persons performing the equivalent functions):

     a)  All significant deficiencies and material weaknesses in
     the design or operation of internal control over financial
     reporting which are reasonably likely to adversely affect
     the registrant's ability to record, process, summarize and
     report financial information; and

     b)  Any fraud, whether or not material, that involves
     management or other employees who have a significant role in
     the registrant's internal control over financial reporting.

Date:  March 25, 2004

                              /s/ Craig R. Jones
                              Craig R. Jones
                              Chief Financial Officer

                                                     EXHIBIT 32.1

                   Section 1350 Certification
                 By Principal Executive Officer

     I,  Daniel  Greenberg, certify that the periodic report,  to
which  this  Statement  is  attached,  fully  complies  with  the
requirements  of  Section 13(a) or 15(d) of  the  Securities  and
Exchange  Act  of  1934,  and the information  contained  in  the
periodic  report  to  which this Statement  is  attached,  fairly
present,  in  all material respects, the financial condition  and
results of operations of the registrant.

     A  signed  original  of  this  written  statement  has  been
provided  to the Company and will be retained by the Company  and
furnished to the SEC upon request.

     Dated March 25, 2004

                              /s/ Daniel Greenberg
                              Daniel Greenberg
                              Chief Executive Officer

                                                     EXHIBIT 32.2

                   Section 1350 Certification
                 By Principal Financial Officer

     I,  Craig  R.  Jones, certify that the periodic  report,  to
which  this  Statement  is  attached,  fully  complies  with  the
requirements  of  Section 13(a) or 15(d) of  the  Securities  and
Exchange  Act  of  1934,  and the information  contained  in  the
periodic  report  to  which this Statement  is  attached,  fairly
present,  in  all material respects, the financial condition  and
results of operations of the registrant.

     A  signed  original  of  this  written  statement  has  been
provided  to the Company and will be retained by the Company  and
furnished to the SEC upon request.

     Dated March 25, 2004

                              /s/ Craig R. Jones
                              Craig R. Jones
                              Chief Financial Officer
```