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, 1997

                         COMMISSION FILE NUMBER 0-9061


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


        CALIFORNIA                                    95-2412961      
(State or other jurisdiction of                   (I.R.S. Employer  
incorporation or organization)                   Identification No.) 


       6060 SEPULVEDA BOULEVARD
         VAN NUYS, CALIFORNIA                          91411-2501    
(Address of principal executive offices)             (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        

At March 24, 1997 registrant had 12,021,496 shares of common stock
outstanding.

<PAGE>
                              ELECTRO RENT CORPORATION

                                      FORM 10-Q

                                  FEBRUARY 28, 1997

                                  TABLE OF CONTENTS


                                                                           Page
Part I:     FINANCIAL INFORMATION

      Condensed Consolidated Statements of Income for the Three Months
       and Nine Months Ended February 28(29), 1997 and 1996                   3

      Condensed Consolidated Balance Sheets at
       February 28, 1997 and May 31, 1996                                     4

      Condensed Consolidated Statements of Cash Flows for the
       Nine Months Ended February 28(29), 1997 and 1996                       5

      Notes to Condensed Consolidated Financial Statements                    6

      Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                   7

Part II:    OTHER INFORMATION                                                 8

SIGNATURES                                                                    9


                                     Page 2  
<PAGE>
<TABLE>
                              ELECTRO RENT CORPORATION

                     CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                   (Unaudited) (000 omitted except per share data)
<CAPTION>
                                    Three Months Ended      Nine Months Ended  
                                   February 28 (29)        February 28 (29)
                                     1997        1996        1997        1996  
                                   --------    --------    ---------   ---------
<S>                                <C>         <C>         <C>         <C>
Revenues:
  Rentals and leases             $  32,010   $  29,447   $   96,881  $   87,885
  Sales of equipment
    and other revenues               4,794       4,464       16,045      14,950
                                   --------    --------    ---------   ---------
    Total revenues                  36,804      33,911      112,926     102,835
                                   --------    --------    ---------   ---------
Costs and expenses:
  Depreciation of equipment         11,440      10,450       33,591      30,264
  Costs of revenues other
    than depreciation                4,613       4,905       15,409      15,720
  Selling, general and
    administrative expenses         10,679       9,540       31,201      28,617
  Interest                             173         754          705       1,898
                                   --------    --------    ---------   ---------
    Total costs and expenses        26,905      25,649       80,906      76,499
                                   --------    --------    ---------   ---------
Income before income taxes           9,899       8,262       32,020      26,336

Income taxes                         4,058       3,329       13,127      10,739
                                   --------    --------    ---------   ---------
Net income                       $   5,841   $   4,933   $   18,893  $   15,597
                                   ========    ========    =========   =========

Net income per common and common
equivalent share                 $    0.47   $    0.40   $     1.52  $     1.27
                                   ========    ========    =========   =========

Average common and common
equivalent shares outstanding       12,466      12,376       12,440      12,328
                                   ========    ========    =========   =========
<FN>
                              See accompanying notes to
                    condensed consolidated financial statements.
</TABLE>
                                     Page 3  
<PAGE>
<TABLE>
                              ELECTRO RENT CORPORATION

                        CONDENSED CONSOLIDATED BALANCE SHEETS
                              (Unaudited) (000 omitted)

                                       ASSETS
<CAPTION>
                                                           February 28  May 31
                                                             1997         1996
                                                           ---------   ---------
<S>                                                        <C>         <C>
Cash                                                     $      485  $    1,394
Accounts receivable, net                                     21,588      20,598
Rental and lease equipment, net
  of accumulated depreciation                               132,719     122,206
Other property, net of accumulated
  depreciation and amortization                              19,341      19,323
Other                                                         7,240       7,907
                                                           ---------   ---------
                                                         $  181,373  $  171,428
                                                           =========   =========

                        LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
  Bank borrowings                                        $    8,100  $   16,800
  Accounts payable                                           17,678      16,433
  Accrued expenses                                           10,231      11,876
  Deferred income taxes                                      11,304      11,696
                                                           ---------   ---------
    Total liabilities                                        47,313      56,805
                                                           ---------   ---------
Shareholders' equity
  Common stock                                                9,985       9,441
  Retained earnings                                         124,075     105,182
                                                           ---------   ---------
    Total shareholders' equity                              134,060     114,623
                                                           ---------   ---------
                                                         $  181,373  $  171,428
                                                           =========   =========
<FN>
                              See accompanying notes to
                    condensed consolidated financial statements.
</TABLE>
                                     Page 4  
<PAGE>
<TABLE>
                              ELECTRO RENT CORPORATION

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited) (000 omitted)
<CAPTION>
                                                           Nine Months Ended  
                                                           February 28 (29)
                                                              1997        1996 
                                                           ---------   ---------
<S>                                                        <C>         <C>
Cash flows from operating activities:
  Net income                                             $   18,893  $   15,597
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                            34,693      31,311
    Provision for losses on accounts receivable                 605         502
    Gain on sale of equipment                                (4,169)     (4,130)
    Change in operating assets and liabilities:
      Increase in accounts receivable                        (1,595)     (3,880)
      Decrease in other assets                                  420         339
      Decrease in accounts payable                             (869)       (230)
      Increase (decrease) in accrued expenses                (1,645)        840
      Decrease in deferred income taxes                        (392)     (1,626)
                                                           ---------   ---------
      Net cash provided by operating activities              45,941      38,723
                                                           ---------   ---------
Cash flows from investing activities:
  Proceeds from sale of equipment                            13,912      13,119
  Payments for purchase of rental and lease equipment       (51,733)    (40,678)
  Payments for purchase of other property                      (873)     (1,194)
                                                           ---------   ---------
      Net cash used in investing activities                 (38,694)    (28,753)
                                                           ---------   ---------
Cash flows from financing activities:
  Decrease in short-term bank borrowings                     (8,700)    (10,800)
  Proceeds from issuance of common stock                        544         702
  Payments for repurchase of common stock                        -           (6)
                                                           ---------   ---------
      Net cash used in financing activities                  (8,156)    (10,104)
                                                           ---------   ---------
Net decrease in cash                                           (909)       (134)
Cash at beginning of period                                   1,394         432
                                                           ---------   ---------
Cash at end of period                                    $      485  $      298
                                                           =========   =========
<FN>
                              See accompanying notes to
                    condensed consolidated financial statements.
                                     Page 5  
<PAGE>
             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.  The 
information furnished reflects all adjustments which are, in the opinion of 
management, 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 -- Net Income Per Common and Common Equivalent Share
-----------------------------------
      Earnings per share were computed based on the weighted average number of 
common and common equivalent shares outstanding of 12,466,000 and 12,376,000 
for the three month periods ended February 28 (29), 1997 and 1996, and 
12,440,000 and 12,328,000 for the nine month periods ended February 28 (29), 
1997 and 1996, respectively.

Note 3 -- Interest and Income Taxes Paid
-------------------------------------------
      Total interest paid during the nine month period ended February 28 (29), 
1997 and 1996 was $700,000 and $1,943,000, respectively.  Total income taxes 
paid during the nine month period ended February 28 (29), 1997 was $15,613,000 
compared to $11,598,000 during the same period in the prior year.
 
Note 4 -- Noncash Investing and Financing Activities
-------------------------------------------------------
      The Company acquired equipment totaling $17,946,000 and $15,832,000 as 
of February 28, 1997 and May 31, 1996, respectively, and $11,092,000 and 
$10,143,000 as of February 29, 1996 and May 31, 1995, respectively, which was 
paid for during subsequent quarters.  

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, 1997 investment in sales-type leases of $660,000 net of deferred 
interest of $42,000 is included in other assets.  Interest income is 
recognized over the life of the lease using the interest method.
                                     Page 6  
<PAGE>

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

     Total revenues increased 8.5% to $36,804,000 for the three month period
ended February 28, 1997, over the same period last year, due to an 8.7%
increase in rental and lease revenues and a 7.3% increase in sales and other
revenues.  For the nine months ended February 28, 1997, total revenues
increased 9.8% to $112,926,000, as a result of 10.2% higher rental and lease
revenues and a 7.3% increase in sales and other revenues.  The increase in
rental and lease revenues for the three and nine month periods is due
primarily to increases in personal computer rental and lease contracts and
the LDI Computer Rentals acquisition in March 1997. Sales of used equipment
increased in the three and nine month periods is due to higher availability
of personal computers from lease returns and greater demand for test
equipment.

     For the three and nine month periods ended February 28 (29), 1997,
depreciation expense increased 9.4% and 11.0%, respectively, as compared to
the same prior year periods, due to increases in the pool of equipment for
rental and lease.  Costs of revenues other than depreciation decreased 6.0%
for the third quarter, and 2.0% year to date, primarily as a result of a
reduction in repair parts and outside equipment service. For the three and
nine month periods ended February 28, 1997, selling, general and
administrative expenses increased 11.9% and 9.0%, respectively, as compared
with the same periods in fiscal 1996, primarily due to an increase in the
number of employees related to new office openings, the LDI Computer Rentals
acquisition and a need to build depth in the organization.

     Interest expense decreased 77% and 63%, for the three and nine
month periods ended February 28 (29), 1997, respectively, as a result of
lower borrowings due to strong cash flows.


Financial Condition and Liquidity
-----------------------------------
     During the first nine months of fiscal 1997, net cash provided by 
operating activities was $45,941,000, compared to $38,723,000 for the same 
period last year.  This increase can be substantially attributed to increased 
net income and depreciation, partially offset by a decrease in accrued 
expenses.  Net cash used in investing activities for the nine month period 
increased from $28,753,000 in fiscal 1996 to $38,694,000 in fiscal 1997, 
primarily due to substiantially greater payments for purchase of rental and 
lease equipment.  Short-term bank borrowings decreased $8,700,000 during the 
first nine months of fiscal 1997 as a result of continued positive cash flows, 
which compared with a $10,800,000 decrease in the prior year period.
     The Company expects cash flows from operating activities as recorded in 
the first nine months to continue at approximately the same levels for the 
rest of the fiscal year, if the Company's average equipment utilization and 
rental yield continue to remain at the comparatively high levels experienced 
during the the first three quarters.
     While this is a positive indicator for future periods, the Company must 
continue to purchase substantial amounts of new product to meet customers' 
demands for technologically up-to-date equipment.  As part of its strategy for 
internal growth, the Company has committed to increased purchases of high 
utilization test and measurement equipment over the next six to nine months.
<PAGE>
Part II.  OTHER INFORMATION
----------------------------

Items 1. through 3.
----------------------------
      Nothing to report.   


Item 4.  Submission of Matters to a Vote of Security Holders
                                                       
      Nothing to report.   


Item 5.
----------------------------
      Nothing to report.   
<PAGE>

Item 6.    Exhibits and Reports on Form 8-K
-------------------------------------------
      Nothing to report.   
                                     Page 9  
<PAGE>
                                  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 26, 1997            /s/ Daniel Greenberg

                                          Daniel Greenberg
                                          Chairman and Chief Executive Officer

DATED:        March 26, 1997            /s/ William Weitzman

                                          William Weitzman
                                          President and Chief Operating 
Officer

DATED:        March 26, 1997            /s/ Craig R. Jones

                                          Craig R. Jones
                                          Vice President and
                                          Chief Financial Officer

                                     Page 10  
<PAGE>

</TABLE>