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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 FEBRUARY 28, 2002

                    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 March 18,
2002: 24,638,858

                           Page 1

                    ELECTRO RENT CORPORATION

                            FORM 10-Q

                        FEBRUARY 28, 2002

TABLE OF CONTENTS                                           Page

Part I: FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Statements of Income for the Three      3
Months and Nine Months Ended February 28, 2002 and 2001

Condensed Consolidated Balance Sheets at February 28, 2002     4
and May 31, 2001

Condensed Consolidated Statements of Cash Flows for the        5
Nine Months Ended February 28, 2002 and 2001

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                      14

SIGNATURES                                                    14

                           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    Nine Months Ended
                                     February 28,          February 28,
                                   2002       2001       2002       2001
                                 ---------- ---------- ---------- ----------

Revenues:
  Rentals and leases             $  25,727  $  42,417  $  90,594  $ 134,785
  Sales of equipment
    and other revenues               6,266      8,335     23,436     27,817
                                 ---------- ---------- ---------- ----------
    Total revenues                  31,993     50,752    114,030    162,602
                                 ---------- ---------- ---------- ----------
Costs and expenses:
  Depreciation of equipment         13,674     17,862     45,102     55,508
  Costs of revenues other
    than depreciation                4,312      6,250     16,648     19,438
  Selling, general and
    administrative expenses         11,592     15,181     39,463     47,230
  Interest income, net                (498)      (620)    (1,701)       (12)
                                 ---------- ---------- ---------- ----------
    Total costs and expenses        29,080     38,673     99,512    122,164
                                 ---------- ---------- ---------- ----------
Income before income taxes           2,913     12,079     14,518     40,438

Income taxes                         1,106      4,589      5,515     15,366
                                 ---------- ---------- ---------- ----------
Net income                       $   1,807  $   7,490  $   9,003  $  25,072
                                 ========== ========== ========== ==========
Earnings per share:
  Basic                              $0.07      $0.31      $0.37      $1.03
  Diluted                            $0.07      $0.30      $0.36      $1.01

Average shares used in
  per share calculation:
  Basic                             24,605     24,425     24,565     24,390
  Diluted                           24,804     24,786     24,833     24,734

                                        Page 3

                              See accompanying notes to
                    condensed consolidated financial statements.

                              ELECTRO RENT CORPORATION

                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (000 omitted)

                                       ASSETS
                                                      (Unaudited)
                                                      February 28  May 31,
                                                          2002       2001
                                                       ---------- ----------

Cash and cash equivalents                              $  99,082  $  61,136
Accounts receivable, net
  of allowance for doubtful accounts                      14,592     23,809
Rental and lease equipment, net
  of accumulated depreciation                            134,351    167,521
Other property, net of accumulated
  depreciation and amortization                           17,393     18,841
Goodwill, net of amortization                             35,703     35,703
Intangibles, net of amortization                           1,590      1,684
Other                                                      4,239      3,774
                                                       ---------- ----------
                                                       $ 306,950  $ 312,468
                                                       ========== ==========

                        LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
  Accounts payable                                     $  11,249  $  25,733
  Accrued expenses                                        19,025     19,606
  Deferred income taxes                                   16,999     16,943
                                                       ---------- ----------
    Total liabilities                                     47,273     62,282
                                                       ---------- ----------
Shareholders' equity:
  Common stock                                            12,325     11,782
  Retained earnings                                      247,352    238,404
                                                       ---------- ----------
    Total shareholders' equity                           259,677    250,186
                                                       ---------- ----------
                                                       $ 306,950  $ 312,468
                                                       ========== ==========

                              See accompanying notes to
                    condensed consolidated financial statements.

                                        Page 4

                              ELECTRO RENT CORPORATION

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

                                                        Nine Months Ended
                                                            February 28,
                                                          2002       2001
                                                       ---------- ----------

Cash flows from operating activities:
  Net income                                           $   9,003  $  25,072
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                         46,709     58,845
    Provision for losses on accounts receivable            1,652      1,874
    Gain on sale of equipment                             (6,131)    (8,133)
    Change in operating assets and liabilities:
      (Increase) decrease in accounts receivable           7,565       (105)
      (Increase) decrease in other assets                   (465)         9
      Increase (decrease) in accounts payable              1,981     (6,318)
      Decrease in accrued expenses                          (581)    (3,570)
      Increase in deferred income taxes                       56        153
                                                       ---------- ----------
      Net cash provided by operating activities           59,789     67,827
                                                       ---------- ----------
Cash flows from investing activities:
  Proceeds from sale of equipment                         20,227     23,974
  Proceeds from purchase price settlement                      0     20,800
  Payments for purchase of rental and lease equipment    (42,484)   (45,813)
  Payments for purchase of other property                    (74)      (300)
                                                       ---------- ----------
      Net cash used in investing activities              (22,331)    (1,339)
                                                       ---------- ----------
Cash flows from financing activities:
  Decrease in short-term bank borrowings                       0    (21,800)
  Proceeds from issuance of common stock                     488        623
  Payment for repurchase of common stock                       0     (2,981)
                                                       ---------- ----------
      Net cash provided by (used in)
           financing activities                              488    (24,158)
                                                       ---------- ----------
Net increase in cash and cash equivalents                 37,946     42,330
Cash and cash equivalents at beginning of period          61,136      1,605
                                                       ---------- ----------
Cash and cash equivalents at end of period             $  99,082  $  43,935
                                                       ========== ==========

                              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 subsidiary.

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 nine month periods ended February
28, 2002 and 2001 was $25,000 and $230,000, respectively.  Total
income taxes paid during the nine month period ended February 28,
2002 were $4,566,000 compared to $14,903,000 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 $9,158,000 and
$25,623,000 as of February 28, 2002 and May 31, 2001,
respectively, and $18,817,000 and $19,947,000 as of February 28,
2001 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 February 28, 2002 investment in sales-type
leases of $1,409,000 net of deferred interest of $64,000 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 primarily the elimination of
goodwill amortization (see below).

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 February 28, 2002, and was
unchanged for the quarter.  The following sets forth the
intangible assets by major asset class (in thousands):

                               As of February 28, 2002
                                ---------------------
                                 Gross      Accumulated
                               Carrying
                                Amount      Amortization
                              ------------  ------------
Asset class
-----------
Customer contracts and
  related relationships             $4,500      ($3,918)
Trade name                           2,000         (992)
                                    ------      --------
Total                               $6,500      ($4,910)
                                    ======      ========

Aggregate amortization expense on intangible assets was
approximately $0.03 million for the quarter ended February 28,
2002.  There was no impairment loss recorded during the quarter.
Amortization expense is expected to be approximately $0.13
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):

                                     Nine Months Ended
                                         February 28,
                                    --------------------
                                       2002         2001
                                     ------       ------
Reported net income                  $9,003      $25,072
  Add back: goodwill amortization,
    net of tax effect                     0          812
                                     ------       ------
Adjusted net income                  $9,003      $25,884
                                     ======       ======
Basic earnings per share
  As reported                         $0.37        $1.03
  As adjusted                         $0.37        $1.06
Diluted earnings per share
  As reported                         $0.36        $1.01
  As adjusted                         $0.36        $1.04

                           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 February 28, 2002 and the results of operations for
the nine month period ended February 28, 2002.  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 February 28, 2002 and 2001

Total revenues for the three months ended February 28, 2002
decreased 37.0% to $32.0 million from $50.8 million in the
comparable prior year period.  Rental and lease revenues
decreased 39.4% to $25.7 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 decreased 24.8% to $6.3 million, due to lower demand for
both T&M and DP equipment and a smaller used equipment pool.

In spite of progress in reducing our DP equipment pool and
related depreciation, depreciation of equipment increased from
42.1% of rental and lease revenues in the third quarter of fiscal
2001 to 53.2% of rental and lease revenues in the third quarter
of fiscal 2002.  This expense ratio increased because the 23.4%
decline in depreciation expense from the prior year period was
exceeded by a 39.4% 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 71.8% of equipment
sales in the third quarter of fiscal 2001 to 63.3% of equipment
sales in the third 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 $11.6
million for the third quarter of fiscal 2002, or 36.2% of
revenues, as compared to $15.2 million, or 29.9% of revenues, for
the third quarter of fiscal 2001.  Although SG&A expenses were
reduced by 23.6%, 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 37.0%

As a result of the changes in revenues, operating costs and
expenses discussed above, earnings before interest and taxes were
$2.4 million or 7.5% of total revenues in the third quarter of
fiscal 2002 compared to $11.5 million or 22.6% of total revenues
in the third quarter of fiscal 2001.

                           Page 10

Net interest income decreased from $0.6 million in the third
quarter of fiscal 2001 to $0.5 million in the third quarter of
fiscal 2002.  This change is due investments in money market
instruments which yielded lower interest rates in the current
year as compared to the prior year.

Comparison of Nine Months Ended February 28, 2002 and 2001

Total revenues for the nine months ended February 28, 2002
decreased 29.9% to $114.0 million from $162.6 million in the
comparable prior year period.  Rental and lease revenues
decreased 32.8% to $90.6 million, primarily as a result of
continued weakness in the business.  Sales of equipment and other
revenues decreased 15.8% to $23.4 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
41.2% of rental and lease revenues in the first nine months of
fiscal 2001 to 49.8% of rental and lease revenues in the first
nine months of fiscal 2002.  This expense ratio increased because
the 18.7% decline in depreciation expense from the prior year
period was exceeded by a 32.8% 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 66.1% of equipment
sales in the first nine months of fiscal 2001 to 69.7% of
equipment sales in the first nine months 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 $39.5
million for the first nine months of fiscal 2002, or 34.6% of
revenues, as compared to $47.2 million, or 29.0% of revenues, for
the first nine months of fiscal 2001.  Although SG&A expenses
were reduced by 16.3%, 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 29.9%.

As a result of the changes in revenues, operating costs and
expenses discussed above, earnings before interest and taxes were
$12.8 million or 11.2% of total revenues in the first nine months
of fiscal 2002 compared to $40.4 million or 24.9% of total
revenues in the first nine months of fiscal 2001.

                           Page 11

Net interest income increased from $12,000 in the first nine
months of fiscal 2001 to $1,701,000 in the first nine months of
fiscal 2002.  This change is due to the repayment of all bank
borrowings during the first nine months of fiscal 2001, and
subsequent investment of cash in money market instruments.

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 nine 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 nine months ended February 28, 2002 and 2001 net cash
provided by operating activities was $59.8 million and $67.8
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 nine months ended February 28, 2002 and 2001 net cash used in
investing activities was $22.3 million and $1.3 million,
respectively.  This increase is primarily attributable to the
inclusion in the total for the prior fiscal year of $20.8 million
in proceeds from a purchase price settlement.  During the first
nine months of fiscal 2002 net cash flows from financing
activities were $0.5 million provided, compared to $24.2 million
used in the first nine months of fiscal 2001.  This is largely
the result of repayments of bank borrowings and the repurchase
of $3.0 million of the Company's common stock in the prior year
period.

On December 1, 2001, the Company renewed its agreement with a
bank to provide a 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
February 28, 2002.

                           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 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: March 22, 2002

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

                           Page 14
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