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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, 2002 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

The number of shares outstanding of the registrant's common stock
as of December 17, 2002 was 24,816,360.

                          Page 1

                    ELECTRO RENT CORPORATION

                            FORM 10-Q

                        NOVEMBER 30, 2002

TABLE OF CONTENTS                                           Page

Part I: FINANCIAL INFORMATION                                  3

Item 1. Financial Statements                                   3

Condensed Consolidated Statements of Income for the Three      3
Months and Six Months Ended November 30, 2002 and 2001
(Unaudited)

Condensed Consolidated Balance Sheets at November 30, 2002     4
and May 31, 2002 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the        5
Six Months Ended November 30, 2002 and 2001 (Unaudited)

Notes to Condensed Consolidated Financial Statements           6
(Unaudited)

Item 2. Management's Discussion and Analysis of                9
Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures              16
About Market Risk

Item 4.  Controls and Procedures                              16

Part II: OTHER INFORMATION                                    17

SIGNATURES                                                    19

CERTIFICATIONS                                                19

                          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,
                                   2002       2001       2002       2001
                                 ---------- ---------- ---------- ----------

Revenues:
  Rentals and leases             $  21,341  $  29,860  $  44,530  $  64,867
  Sales of equipment
    and other revenues               7,429      9,221     15,305     17,170
                                 ---------- ---------- ---------- ----------
    Total revenues                  28,770     39,081     59,835     82,037
                                 ---------- ---------- ---------- ----------
Costs and expenses:
  Depreciation of rental
    and lease equipment             11,813     15,006     23,867     31,428
  Costs of revenues other
    than depreciation                4,592      5,962      9,552     12,336
  Selling, general and
    administrative expenses          9,809     13,501     20,247     27,871
  Interest income, net                (556)      (552)    (1,135)    (1,203)
                                 ---------- ---------- ---------- ----------
    Total costs and expenses        25,658     33,917     52,531     70,432
                                 ---------- ---------- ---------- ----------
Income before income taxes           3,112      5,164      7,304     11,605

Income taxes                         1,182      1,962      2,773      4,409
                                 ---------- ---------- ---------- ----------
Net income                       $   1,930  $   3,202  $   4,531  $   7,196
                                 ========== ========== ========== ==========
Earnings per share:
  Basic                              $0.08      $0.13      $0.18      $0.29
  Diluted                            $0.08      $0.13      $0.18      $0.29

Average shares used in
  per share calculation:
  Basic                             24,815     24,573     24,801     24,545
  Diluted                           24,851     24,805     24,848     24,855

                              See accompanying notes to
                    condensed consolidated financial statements.

                                     Page 3

                              ELECTRO RENT CORPORATION

                        CONDENSED CONSOLIDATED BALANCE SHEETS
                              (Unaudited)(000 omitted)

                                       ASSETS

                                                      November 30,  May 31,
                                                          2002       2002
                                                       ---------- ----------

Cash and cash equivalents                              $ 142,875  $ 115,623
Accounts receivable, net of allowance for
   doubtful accounts of $2,096 and $2,461                  9,572     12,023
Rental and lease equipment, net of accumulated
   depreciation of $195,750 and $201,063                 101,888    119,675
Other property, net of accumulated depreciation and
   amortization of $13,076 and $12,241                    16,292     16,912
Goodwill                                                  35,703     35,703
Intangibles, net of amortization                           1,495      1,558
Other                                                      3,733      3,896
                                                       ---------- ----------
                                                       $ 311,558  $ 305,390
                                                       ========== ==========

                        LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
  Accounts payable                                     $   7,060  $   7,185
  Accrued expenses                                        19,270     17,671
  Deferred income taxes                                   15,843     15,817
                                                       ---------- ----------
    Total liabilities                                     42,173     40,673
                                                       ---------- ----------
Shareholders' equity:
  Common stock                                            13,383     13,246
  Retained earnings                                      256,002    251,471
                                                       ---------- ----------
    Total shareholders' equity                           269,385    264,717
                                                       ---------- ----------
                                                       $ 311,558  $ 305,390
                                                       ========== ==========

                              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,
                                                          2002       2001
                                                       ---------- ----------

Cash flows from operating activities:
  Net income                                           $   4,531  $   7,196
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                         24,765     32,522
    Provision for losses on accounts receivable              569      1,132
    Gain on sale of rental and lease equipment            (4,348)    (4,059)
    Change in operating assets and liabilities:
      Decrease in accounts receivable                      1,882      4,636
      Decrease (increase) in other assets                    163       (993)
      Increase in accounts payable                           754      1,084
      Increase (decrease) in accrued expenses              1,599       (809)
      Increase in deferred income taxes                       26         45
                                                       ---------- ----------
      Net cash provided by operating activities           29,941     40,754
                                                       ---------- ----------
Cash flows from investing activities:
  Proceeds from sale of rental and lease equipment        12,696     14,586
  Payments for purchase of rental and lease equipment    (15,311)   (36,110)
  Payments for purchase of other property                   (211)       (23)
                                                       ---------- ----------
      Net cash used in investing activities               (2,826)   (21,547)
                                                       ---------- ----------
Cash flows from financing activities:
  Proceeds from issuance of common stock                     137        368
  Payment for repurchase of common stock                       0        (42)
                                                       ---------- ----------
      Net cash provided by financing activities              137        326
                                                       ---------- ----------
Net increase in cash and cash equivalents                 27,252     19,533
Cash and cash equivalents at beginning of period         115,623     61,136
                                                       ---------- ----------
Cash and cash equivalents at end of period             $ 142,875  $  80,669
                                                       ========== ==========

                              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 accounting principles
generally accepted in the United States of America ("generally
accepted accounting principles") to be included in a full set of
financial statements.  The condensed consolidated financial
statements include Electro Rent Corporation (the "Company") and
the accounts of its wholly owned subsidiary, Genstar Rental
Electronics, Inc.

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
for a fair statement of the financial position and the results of
operations of the Company.  All such adjustments are of a normal
and 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
undiscounted cash flows are less than the asset's carrying value,
in which case the asset is written down to its estimated fair
value.

Note 3: Interest and Income Taxes Paid

Total interest paid during the six month periods ended November
30, 2002 and 2001 was $5,000 and $21,000, respectively.  Total
income taxes paid during the six month period ended November 30,
2002 were $146,000 compared to $3,717,000 during the same period
in the prior year.

Note 4: Noncash Investing and Financing Activities

The Company acquired equipment totaling $5,747,000 and $6,626,000
as of November 30, 2002 and May 31, 2002, respectively, and
$9,379,000 and $25,623,000 as of November 30, 2001 and May 31,
2001, respectively, payable over subsequent quarters.

                          Page 6

Note 5: Capital Leases

The Company has certain customer leases providing bargain
purchase options, which are accounted for as sales-type leases.
At November 30, 2002 and 2001 investment in sales-type leases of
$858,000 and $1,714,000 net of deferred interest of $47,000 and
$83,000, is included in other assets.  Interest income is
recognized over the life of the lease using the effective
interest method.

Note 8: Recent Accounting Pronouncements

In June 2002, the FASB issued SFAS 146, "Accounting for Costs
Associated with Exit or Disposal Activities."  SFAS 146 requires
that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred.  SFAS 146
eliminates the definition and requirement for recognition of exit
costs in Emerging Issues Task Force Issue No. 94-3 where a
liability for an exit is recognized at the date of an entity's
commitment to an exit plan.  This statement is effective for exit
or disposal activities initiated after December 31, 2002.  The
Company does not believe that the adoption of SFAS 146 will have
a significant effect on the Company's consolidated financial
statements.

Note 9: Goodwill and Intangible Assets

During the first quarter of fiscal year 2002, the Company early-
adopted 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.  The Company has continued to test goodwill for impairment
on a quarterly basis.  No impairment losses have been noted since
SFAS 142 was adopted.  Other intangible assets continue to be
amortized over their expected useful life of twenty years.

Goodwill was $35.7 million as of November 30, 2002, and was
unchanged for the quarter.  The following sets forth the
intangible assets by major asset class (in thousands):

                               As of November 30, 2002
                                ---------------------
                                 Gross      Accumulated
                               Carrying
                                Amount      Amortization
                              ------------  ------------
Asset class
-----------
Customer contracts and
  related relationships             $4,500      ($3,953)
Trade name                           2,000       (1,053)
                                    ------      --------
Total                               $6,500      ($5,006)
                                    ======      ========

                          Page 7

Aggregate amortization expense on intangible assets was
approximately $30,000 for the quarter ended November 30, 2002.
There was no impairment loss recorded during the quarter.
Amortization expense is expected to be approximately $130,000 in
each of the next five fiscal years.

                          Page 8

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, 2002 and the results of operations for
the three and six month periods ended November 30, 2002.  This
discussion should be read in conjunction with the Management's
Discussion and Analysis section included in the Company's 2002
Annual Report on Form 10-K (pages 5-9) to which the reader is
directed for additional information.

General

The Company generates revenues through the rental, lease and sale
of electronic equipment, primarily test and measurement (T&M) and
computer-related (DP) equipment.  Customers are primarily large
and mid-sized companies in various market segments.  The
Company's major market segments include telecommunications,
aerospace and defense, manufacturing and consulting.

The Company's profitability is primarily a function of the volume
and pricing of rental and lease transactions, and utilization of
the equipment pool.  Significant changes in the purchase or
disposal price of equipment or interest rates can also have a
significant effect on the Company's profitability, depending on
the ability of the Company to adjust pricing and rental and lease
rates for these changes.  The Company's business requires
significant expenditures for equipment and, consequently,
requires substantial liquidity to finance such expenditures.

During the first six months of fiscal 2003, demand for rental
equipment declined in line with the global economic slowdown,
which negatively impacted all of the Company's major market
segments.  Accordingly, utilization, rental rates and lease rates
reached historic lows.  Since November 30, 2001, overall
utilization declined from 55% to 52%, monthly rental rates
declined by 9.7%, and monthly lease rates declined by 4.6% for
the Company's equipment pool.

We believe that demand for rental electronic equipment should
improve when the U.S. economy begins to turn around.  Also,
increased defense spending on advanced weapons and intelligence
systems should benefit the Company.  Until these events take
place, the Company will continue to focus on reducing costs to
compensate for the steady decline in quarterly revenues, which
began almost four years ago.

Results of Operations

Comparison of Three Months Ended November 30, 2002 and 2001

Revenues

Total revenues for the three months ended November 30, 2002
decreased $10.3 million, or 26.4%, to $28.8 million compared to
$39.1 million in the prior year period.  The decline in total
revenues was due to decreases in rental and lease revenues of
28.5% and sales of equipment and other revenues of 19.4%.

                          Page 9

Rental and lease revenues in the second quarter of fiscal 2003
were $21.3 million, a 28.5% decline from the prior year period.
This decrease was primarily the result of lower demand in the
Company's major market segments stemming from the global economic
slowdown.  Additionally, DP rental revenue continued to be
negatively impacted by eroding purchase prices of new personal
computers and intense price competition.

Sales of equipment and other revenues decreased 19.4% to $7.4
million as compared to the second quarter of fiscal 2002.  This
decrease was due primarily to a $1.3 million reduction in sales
of equipment to $6.3 million and a $.5 million decline in other
revenues related primarily to services.  The reduction in sales
of equipment reflected the Company's smaller equipment portfolio.

Expenses

Total costs and expenses decreased 24.3% from $33.9 million in
the second quarter of fiscal 2002 to $25.7 million in the second
quarter of fiscal 2003.  Total costs and expenses as a percentage
of revenue increased from 86.8% in the second quarter of fiscal
2002 to 89.2% in the second quarter of fiscal 2003.

Depreciation of equipment decreased from $15.0 million, or 50.3%
of rental and lease revenues, in the second quarter of fiscal
2002, to $11.8 million, or 55.4% of rental and lease revenues, in
the second quarter of fiscal 2003.  Although depreciation was
reduced by $3.2 million for the current quarter, the ratio of
depreciation to rental and lease revenues increased primarily due
to the $8.5 million, or 28.5%, decline in rental and lease
revenues.

Costs of revenues other than depreciation decreased $1.4 million,
or 23.0%, in the second quarter of fiscal 2003 as compared to the
second quarter of fiscal 2002, primarily due to lower sales
activity.  Costs of revenues other than depreciation primarily
includes the cost of equipment sales, which decreased from 66.5%
of equipment sales in the second quarter of fiscal 2002 to 60.2%
of equipment sales in the second quarter of fiscal 2003.  This
cost ratio decrease reflects the Company's liquidation of its
used equipment which is cumulatively more depreciated in the
current year period, as compared to the prior year period.

Selling, general and administrative expenses decreased $3.7
million, or 27.3%, in the second quarter of fiscal 2003 as
compared to the second quarter of fiscal 2002.  These expenses as
a percentage of total revenues decreased from 34.5% to 34.1% in
the current quarter.  The decline in SG&A expenses is the result
of continuous reductions in almost all areas of the business,
with approximately 50% of the reduction relating to personnel
costs.  Employees currently total 372, a 27% decline from the end
of the second quarter of fiscal 2002.  Four sales offices were
closed during the past year, bringing the Company's total number
to fourteen.

                          Page 10

Net interest income of $600,000 for the second quarter of fiscal
2003 was unchanged from the prior year second quarter because
increased investments in money market instruments were offset by
lower interest rates in the current quarter.

The effective tax rate of 38% for the second quarter of fiscal
2003 was unchanged from the prior year quarter.  This tax rate
differs from the U.S. statutory rate primarily due to state and
local taxes.

Operating results

Income before income taxes decreased $2.1 million, or 39.7%, to
$3.1 million for the second quarter of fiscal 2003.  This
decrease was due to the continuing decline in revenues related to
the global economic slowdown and lower DP equipment prices
outpacing the Company's reductions in costs and expenses.

Comparison of Six Months Ended November 30, 2002 and 2001

Revenues

Total revenues for the six months ended November 30, 2002
decreased $22.2 million, or 27.1%, to $59.8 million compared to
$82.0 million in the prior year period.  The decline in total
revenues was due to decreases in rental and lease revenues of
31.4% and sales of equipment and other revenues of 10.9%.

Rental and lease revenues in the first half of fiscal 2003 were
$44.5 million, a 31.4% decline from the prior year period.  This
decrease was primarily the result of lower demand in the
Company's major market segments stemming from the global economic
slowdown.  Additionally, DP rental revenue continued to be
negatively impacted by eroding purchase prices of new personal
computers and intense price competition.

Sales of equipment and other revenues decreased 10.9% to $15.3
million as compared to the first half of fiscal 2002.  This
decrease was due primarily to a $1.9 million reduction in sales
of equipment to $12.7 million.   The reduction in sales of
equipment reflected the smaller equipment portfolio.

Expenses

Total costs and expenses decreased 25.4% from $70.4 million in
the first half of fiscal 2002 to $52.5 million in the first half
of fiscal 2003.  Total costs and expenses as a percentage of
revenue increased from 85.9% in the first half of fiscal 2002 to
87.8% in the first half of fiscal 2003.

                          Page 11

Depreciation of equipment decreased from $31.4 million, or 48.4%
of rental and lease revenues, in the first half of fiscal 2002,
to $23.9 million, or 53.6% of rental and lease revenues, in the
first half of fiscal 2003.  Although depreciation was reduced by
$7.6 million for the current six-month period, the ratio of
depreciation to rental and lease revenues increased primarily due
to the $20.3 million, or 31.4%, decline in rental and lease
revenues.

Costs of revenues other than depreciation decreased $2.8 million,
or 22.6%, in the first half of fiscal 2003 as compared to the
first half of fiscal 2002, primarily due to lower sales activity.
Costs of revenues other than depreciation primarily includes the
cost of equipment sales, which decreased from 72.2% of equipment
sales in the first half of fiscal 2002 to 65.8% of equipment
sales in the first half of fiscal 2003.  This cost ratio decrease
reflects the liquidation of used equipment which is cumulatively
more depreciated in the current year period, as compared to the
prior year period.

Selling, general and administrative expenses decreased $7.6
million, or 27.4%, in the first half of fiscal 2003 as compared
to the first half of fiscal 2002.  These expenses as a percentage
of total revenues decreased from 34.0% to 33.8% in the current
six month period.  The decline in SG&A expenses is the result of
continuous reductions in almost all areas of the business, with
approximately 50% of the reduction relating to personnel costs.
Employees currently total 372, a 27% decline from the end of the
second quarter of fiscal 2002.  Four sales offices were closed
during the past year, bringing the Company's total number of
sales offices to fourteen.

Net interest income declined $100,000 to $1.1 million in the
first half of fiscal 2003 as compared to the first half of fiscal
2002, because increased investments in money market instruments
were offset by lower interest rates in the current year period.

The effective tax rate of 38% for the first half of fiscal 2003
was unchanged from the prior year period.  This tax rate differs
from the U.S. statutory rate primarily due to state and local
taxes.

Operating results

Income before income taxes decreased $4.3 million, or 37.1%, to
$7.3 million for the first half of fiscal 2003.  This decrease
was due to the continuing decline in revenues related to the
global economic slowdown and lower DP equipment prices outpacing
the Company's reductions in costs and expenses.

Liquidity and Capital Resources

The Company's primary capital requirements historically have been
purchases of rental and lease equipment and debt service.
However, because of the decline in business over the last four
years, the Company has had no bank borrowings since 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 rental and leasing 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 2003,
modest 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 of its common stock, finance another
acquisition, or pursue other opportunities.  The Company has
invested its growing cash balance in short-term U.S. government
money market funds.

                          Page 12

During the six months ended November 30, 2002 and 2001 net cash
provided by operating activities was $29.9 million and $40.8
million, respectively.  The decrease in fiscal 2003 results
primarily from the decline in personal computer and test and
measurement rental and lease revenues and lower depreciation and
amortization expense.

During the six months ended November 30, 2002 net cash used in
investing activities was $2.8 million, compared to $21.5 million
in the prior year.  This decrease is mostly attributable to
significantly reduced equipment purchase payments in the current
year, as compared to the prior year.

During the first six months of fiscal 2003 and 2002 net cash
flows from financing activities were not significant.

The Company has a $10.0 million revolving line of credit with a
bank, 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, 2002.

Critical Accounting Policies and Estimates

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 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 intangibles, allowance
for doubtful accounts, and contingencies and litigation. 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 the Company's financial statements:

Asset lives and depreciation methods: The Company's primary
business involves the purchase and subsequent rental and leasing
of long-lived electronic equipment. Management has chosen asset
lives that it believes correspond to the economic life of the
related asset. Management has chosen depreciation methods that it
believes matches the benefit to the Company from the asset with
the associated costs. These judgments have been made based on
management's expertise in each equipment type that the Company
carries. The Company records an impairment when the future
undiscounted cash flows are below net book value.

                          Page 13

Impairment of long-lived assets: On a regular basis, management
reviews the carrying value of its rental and leasing equipment
and intangible assets 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 undiscounted 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: The Company maintains allowances
for doubtful accounts for estimated losses resulting from the
inability of customers to make rental and leasing payments. These
estimates are primarily based on the amount of time that has
lapsed since payments were due, as well as specific knowledge
related to the ability of one or more of customers to make the
required payments. If the financial condition of the Company's
customers deteriorates, additional allowances could be required
that would reduce income. Conversely, if the financial condition
of the customers improves or if legal remedies to collect past
due amounts are more successful than expected, the allowance for
doubtful accounts may need to be reduced and income would be
increased.

                          Page 14

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.  All
plans, projections, and future estimates are forward-looking
statements, which in some, but not all, cases, are identified by
words such as "anticipate," "believes," "expects," "intends,"
"future," and other similar expressions.  Forward-looking
statements are subject to certain risks and uncertainties, not
all of which are disclosed in this Form 10-Q.  Although the
Company believes its management's assumptions are reasonable, 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 Related to Interest Rates and Foreign Currency
Exchange Rates," as well as in the Company's Annual Report on
Form 10-K for the year ended May 31, 2002, including the "Risk
Factors" attached as Exhibit 99 to that document, the Company's
Proxy Statement for its 2002 Annual Meeting of Shareholders and
the Company's other filings with the Securities and Exchange
Commission.  Should one or more of the risks discussed in any of
those documents, 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.  In light of the
risks and uncertainties, there can be no assurance that any
forward-looking information will in fact prove to be correct.  We
do not undertake any obligation to update forward-looking
statements.

                          Page 15

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

The Company is 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.

Item 4: Controls And Procedures

Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the
participation of the Company's management, including the
Company's Chief Executive Officer and Chief Financial Officer, of
the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule
13a-14.  Based on that evaluation, the Chief Executive Officer
and Chief Financial Officer have concluded that the Company's
disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company
(including its subsidiary, Genstar Rental Electronics, Inc.) that
is required to be included in the Company's periodic SEC filings.
There were no significant changes in internal controls or in
other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.

                          Page 16

Part II.  OTHER INFORMATION

Item 1.  Legal Proceedings

None.

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

(a) On October 10, 2002, the 2002 Annual Meeting of Shareholders
of the Registrant was held.  Proxies pursuant to Regulation 14A
were solicited in connection with the meeting.  22,753,897 shares
were present in person or by proxy out of a total of 24,802,860
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                     21,711,385
Nancy Y. Bekavac                      21,722,309
Daniel Greenberg                      20,175,054
Joseph J. Kearns                      21,719,509
S. Lee Kling                          21,711,385
James S. Pignatelli                   21,815,681
William Weitzman                      20,020,748

(c) Other matters submitted to a vote of security holders:  The
shareholders approved the 2002 Employee Stock Option Plan.
13,283,716 shares were voted for, 2,851,952 were voted against,
and 29,744 shares abstained from voting.

The shareholders ratified the appointment of Deloitte & Touche
LLP as the registrant's independent public accountants for the
current year.  22,634,703 shares were voted for, 40,370 were
voted against, and 78,824 shares abstained from voting.

Item 6.  Exhibits and Reports on Form 8-K

(a)  The exhibits filed as part of this Form 10-Q are:

Exhibit #   Description
---------   -----------
99.1        Statement Pursuant to Section 906 the Sarbanes-Oxley
            Act of 2002 By Principal Executive Officer Regarding
            Facts and Circumstances Relating to Exchange Act
            Filings

99.2        Statement Pursuant to Section 906 the Sarbanes-Oxley
            Act of 2002 By Principal Financial Officer Regarding
            Facts and Circumstances Relating to Exchange Act
            Filings

                          Page 17

(b) Current Reports on Form 8-K

None.

                          Page 18

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 18, 2002

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

------------------------------------------------------------

Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 By Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Daniel Greenberg, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Electro
Rent Corporation;

2.  Based on my knowledge, this quarterly 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 quarterly
report;

3.  Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 quarterly 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-14 and 15d-
14) for the registrant and we have:

a)  designed such disclosure controls and procedures 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 quarterly report is being prepared;

b)  evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

                          Page 19

c)  presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

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

a)  all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

b)  any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  December 18, 2002

/s/ Daniel Greenberg
Daniel Greenberg
Chairman and Chief Executive Officer

------------------------------------------------------------

Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 By Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Craig Jones, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Electro
Rent Corporation;

2.  Based on my knowledge, this quarterly 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 quarterly
report;

3.  Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 quarterly report;

                          Page 20

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-14 and 15d-
14) for the registrant and we have:

a)  designed such disclosure controls and procedures 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 quarterly report is being prepared;

b)  evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

c)  presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

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

a)  all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

b)  any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  December 18, 2002

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

                          Page 21
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