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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 February 28, 2003 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

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).

Yes       No  X

The number of shares outstanding of the registrant's common stock
as of March 25, 2003 was 24,818,066.

                            Page 1

                    ELECTRO RENT CORPORATION

                            FORM 10-Q

                        FEBRUARY 28, 2003

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 Nine Months Ended February 28, 2003 and 2002
(Unaudited)

Condensed Consolidated Balance Sheets at February 28, 2003     4
and May 31, 2002 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the        5
Nine Months Ended February 28, 2003 and 2002 (Unaudited)

Notes to Condensed Consolidated Financial Statements           6
(Unaudited)

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

Item 3. Quantitative and Qualitative Disclosures              17
About Market Risk

Item 4.  Controls and Procedures                              17

Part II: OTHER INFORMATION                                    18

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    Nine Months Ended
                                     February 28,          February 28,
                                   2003       2002       2003       2002
                                 ---------- ---------- ---------- ----------

Revenues:
  Rentals and leases              $ 18,215  $  25,727  $  62,745  $  90,594
  Sales of equipment
    and other revenues               6,427      6,266     21,732     23,436
                                 ---------- ---------- ---------- ----------
    Total revenues                  24,642     31,993     84,477    114,030
                                 ---------- ---------- ---------- ----------
Costs and expenses:
  Depreciation of rental
    and lease equipment             10,861     13,674     34,728     45,102
  Costs of revenues other
    than depreciation                4,367      4,312     13,919     16,648
  Selling, general and
    administrative expenses          8,511     11,592     28,758     39,463
  Interest income, net                (480)      (498)    (1,615)    (1,701)
                                 ---------- ---------- ---------- ----------
    Total costs and expenses        23,259     29,080     75,790     99,512
                                 ---------- ---------- ---------- ----------
Income before income taxes           1,383      2,913      8,687     14,518

Income taxes                           526      1,106      3,299      5,515
                                 ---------- ---------- ---------- ----------
Net income                       $     857  $   1,807  $   5,388  $   9,003
                                 ========== ========== ========== ==========
Earnings per share:
  Basic                              $0.04      $0.07      $0.22      $0.36
  Diluted                            $0.04      $0.07      $0.22      $0.36

Average shares used in
  per share calculation:
  Basic                             24,817     24,605     24,806     24,565
  Diluted                           24,869     24,804     24,852     24,833

                              See accompanying notes to
                    condensed consolidated financial statements.

                                      Page 3

                              ELECTRO RENT CORPORATION

                        CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)(000 omitted)

                                       ASSETS

                                                      February 28,  May 31,
                                                          2003       2002
                                                       ---------- ----------

Cash and cash equivalents                              $ 154,994  $ 115,623
Accounts receivable, net of allowance for
   doubtful accounts of $1,875 and $2,461                  6,876     12,023
Rental and lease equipment, net of accumulated
   depreciation of $191,691 and $201,063                  90,984    119,675
Other property, net of accumulated depreciation and
   amortization of $13,312 and $12,241                    16,302     16,912
Goodwill                                                  35,703     35,703
Intangibles, net of amortization                           1,463      1,558
Other                                                      3,174      3,896
                                                       ---------- ----------
                                                       $ 309,496  $ 305,390
                                                       ========== ==========

                        LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
  Accounts payable                                     $   6,770  $   7,185
  Accrued expenses                                        16,602     17,671
  Deferred income taxes                                   15,848     15,817
                                                       ---------- ----------
    Total liabilities                                     39,220     40,673
                                                       ---------- ----------
Shareholders' equity:
  Common stock                                            13,417     13,246
  Retained earnings                                      256,859    251,471
                                                       ---------- ----------
    Total shareholders' equity                           270,276    264,717
                                                       ---------- ----------
                                                       $ 309,496  $ 305,390
                                                       ========== ==========

                              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,
                                                          2003       2002
                                                       ---------- ----------

Cash flows from operating activities:
  Net income                                           $   5,388  $   9,003
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                         35,940     46,709
    Provision for losses on accounts receivable              802      1,652
    Gain on sale of rental and lease equipment            (6,270)    (6,131)
    Change in operating assets and liabilities:
      Decrease in accounts receivable                      4,345      7,565
      Decrease (increase) in other assets                    722       (465)
      Increase in accounts payable                           283      1,981
      Decrease in accrued expenses                        (1,069)      (581)
      Increase in deferred income taxes                       31         56
                                                       ---------- ----------
      Net cash provided by operating activities           40,172     59,789
                                                       ---------- ----------
Cash flows from investing activities:
  Proceeds from sale of rental and lease equipment        18,470     20,227
  Payments for purchase of rental and lease equipment    (18,935)   (42,484)
  Payments for purchase of other property                   (507)       (74)
                                                       ---------- ----------
      Net cash used in investing activities                 (972)   (22,331)
                                                       ---------- ----------
Cash flows from financing activities:
  Proceeds from issuance of common stock                     171        488
                                                       ---------- ----------
      Net cash provided by financing activities              171        488
                                                       ---------- ----------
Net increase in cash and cash equivalents                 39,371     37,946
Cash and cash equivalents at beginning of period         115,623     61,136
                                                       ---------- ----------
Cash and cash equivalents at end of period             $ 154,994  $  99,082
                                                       ========== ==========

                              See accompanying notes to
                    condensed consolidated financial statements.

                                      Page 5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share amounts)

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.

                            Page 6

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 nine month periods ended February
28, 2003 and 2002 was $9 and $25, respectively.  Total income
taxes paid during the nine month period ended February 28, 2003
were $2,357, compared to $4,566 during the same period in the
prior year.

Note 4: Noncash Investing and Financing Activities

The Company acquired equipment totaling $5,928 and $6,626 as of
February 28, 2003 and May 31, 2002, respectively, and $9,158 and
$25,623 as of February 28, 2002 and May 31, 2001, respectively,
payable over subsequent quarters.

Note 5: Capital Leases

The Company has certain customer leases providing bargain
purchase options, which are accounted for as sales-type leases.
The Company's condensed consolidated balance sheets at February
28, 2003 and 2002 include investment in sales-type leases of $662
and $1,409, net of deferred interest of $34 and $64, in "other
assets."  Interest income is recognized over the life of the
lease using the effective interest method.

Note 6: Recent Accounting Pronouncements

In June 2002, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("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.

In November 2002, the FASB issued FASB Interpretation ("FIN") No.
45, "Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees and Indebtedness of
Others, an interpretation of SFAS Nos. 5, 57 and 107", and
rescission of FIN No. 34, "Disclosure of Indirect Guarantees of
Indebtedness of Others."  FIN No. 45 elaborates on the
disclosures to be made by the guarantor in its interim and annual
financial statements about its obligations under certain
guarantees that it has issued.  It also requires that a guarantor
recognize, at the inception of a guarantee, a liability for the
fair value of the obligation undertaken in issuing the guarantee.
The initial recognition and measurement provisions of the
interpretation are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002, while the
provisions of the disclosure requirements are effective for
financial statements of interim or annual periods ending after
December 15, 2002.  The Company believes the adoption of such
interpretation will not have a material impact on its results of
operations, financial position or cash flows.

In December 2002, SFAS No. 148, "Accounting for Stock-based
Compensation - Transition and Disclosure, an amendment of FASB
Statement No. 123", was issued and amends SFAS No. 123 to provide
alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee
compensation.  It also amends the disclosure provisions of SFAS
No. 123 to require prominent disclosure in both annual and
interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method
used on reported results.  The provisions of SFAS No. 148 are
effective for annual financial statements for fiscal years ending
after December 15, 2002, and for financial reports containing
condensed financial statements for interim periods beginning
after December 15, 2002.  The Company has determined it will not
adopt the fair value based method of accounting for stock-based
employee compensation.

                            Page 7

Note 7: 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,
2002.  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 at February 28, 2003, and was
unchanged for the quarter.  The following sets forth the
intangible assets by major asset class:

                                At February 28, 2003
                                ---------------------
                                 Gross      Accumulated
                               Carrying
                                Amount      Amortization
                              ------------  ------------
Asset class
-----------
Customer contracts and
  related relationships             $4,500      ($3,965)
Trade name                           2,000       (1,072)
                                    ------      --------
Total                               $6,500      ($5,037)
                                    ======      ========

Aggregate amortization expense on intangible assets was
approximately $31 for the quarter ended February 28, 2003.  There
was no impairment loss recorded during the quarter.  Amortization
expense is expected to be approximately $130 in each of the next
five fiscal years.

Note 8: Segment Reporting

SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information," 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 because discrete financial
information is not available for its product groups and the
economic characteristics of the product groups are similar.

Although the Company has no reportable segments, it has two
groups of similar products:  test and measurement (T&M) and data
products (DP) equipment.  The Company's equipment pool, based on
acquisition cost,  comprised $202,105 of T&M equipment and
$80,570 of DP equipment at February 28, 2003, and $232,645 of T&M
equipment and $115,478 of DP equipment at February 28, 2002.

                            Page 8

Revenues for these product groups were as follows for the three
months ended February 28:

                                     T&M        DP      Total
              2003
Rentals and leases                  $12,201    $6,014   $18,215
Sales of equipment and other
  revenues                            4,945     1,482     6,427
                                   --------  --------  --------
                                    $17,146    $7,496   $24,642
                                   ========  ========  ========
              2002
Rentals and leases                  $16,302    $9,425   $25,727
Sales of equipment and other
  revenues                            4,829     1,437     6,266
                                   --------  --------  --------
                                    $21,131   $10,862   $31,993
                                   ========  ========  ========

Revenues for these product groups were as follows for the nine
months ended February 28:

                                     T&M        DP      Total
              2003
Rentals and leases                  $40,204   $22,541   $62,745
Sales of equipment and other
  revenues                           18,122     3,610    21,732
                                   --------  --------  --------
                                    $58,326   $26,151   $84,477
                                   ========  ========  ========
              2002
Rentals and leases                  $54,408   $36,186   $90,594
Sales of equipment and other
  revenues                           16,965     6,471    23,436
                                   --------  --------  --------
                                    $71,373   $42,657  $114,030
                                   ========  ========  ========

No single customer accounted for more than 10% of total revenues
during the first nine months of fiscal 2003 and 2002.  In
addition, total foreign country customers and operations
accounted for no more than 10% of the Company's revenues and long-
lived assets for the same periods.

                            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, 2003 and the results of operations for
the three and nine month periods ended February 28, 2003.  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.  The Company's 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, lease and sales 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 rental and
lease rates and sales prices for these changes.  The Company's
business requires significant expenditures for equipment and,
consequently, requires substantial liquidity to finance such
expenditures.

During the first nine 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 February 28, 2002 overall
utilization for the Company's equipment pool, based on
acquisition cost, declined from 54.2% to 52.9%, monthly rental
rates declined by 13.9% and monthly lease rates declined by 7.6%.

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

Results of Operations

Comparison of Three Months Ended February 28, 2003 and 2002

Revenues

Total revenues for the three months ended February 28, 2003
decreased $7.4 million, or 23.1%, to $24.6 million compared to
$32.0 million in the same period in the prior year.  The decline
in total revenues was due to a decrease in rental and lease
revenues of 29.2%, which was partially offset by a slight
increase in sales of equipment and other revenues of 2.6%.

                            Page 10

Rental and lease revenues in the third quarter of fiscal 2003
were $18.2 million, a 29.2% decline from the same period in the
prior year.  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 were $6.4 million in the
third quarter of fiscal 2003, an increase of 2.6% as compared to
the third quarter of fiscal 2002.  This increase reflects the
Company's continued efforts to liquidate lower-utilized rental
equipment and lease equipment that has returned from lease.

Expenses

Total costs and expenses decreased 19.9% from $29.1 million in
the third quarter of fiscal 2002 to $23.3 million in the third
quarter of fiscal 2003.  Total costs and expenses as a percentage
of revenue increased from 90.9% in the third quarter of fiscal
2002 to 94.4% in the third quarter of fiscal 2003.

Depreciation of equipment decreased from $13.7 million, or 53.2%
of rental and lease revenues, in the third quarter of fiscal
2002, to $10.9 million, or 59.6% of rental and lease revenues, in
the third quarter of fiscal 2003.  Although depreciation expense
was reduced by $2.8 million for the current quarter, the ratio of
depreciation to rental and lease revenues increased primarily due
to the $7.5 million, or 29.2%, decline in rental and lease
revenues in that period.

Costs of revenues other than depreciation were essentially
unchanged in the third quarter of fiscal 2003 as compared to the
third quarter of fiscal 2002.  Costs of revenues other than
depreciation primarily includes the cost of equipment sales,
which increased from 63.3% of equipment sales in the third
quarter of fiscal 2002 to 66.7% of equipment sales in the third
quarter of fiscal 2003.  This cost ratio increase reflects the
Company's liquidation of used equipment which is cumulatively
less depreciated in the current period, as compared to the same
period in the prior year, and lower market prices.

Selling, general and administrative expenses decreased $3.1
million, or 26.7%, in the third quarter of fiscal 2003 as
compared to the third quarter of fiscal 2002.  These expenses as
a percentage of total revenues decreased from 36.2% in the third
quarter of fiscal 2002 to 34.5% in the third quarter of fiscal
2003.  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 331, a 25.5% decline from the end of
the third quarter of fiscal 2002.  Four sales offices were closed
during the past year, bringing the Company's total number to
fourteen.

                            Page 11

Net interest income of $480 for the third quarter of fiscal 2003
was essentially unchanged from the same period in the prior year
because increased cash investments were offset by lower interest
rates in the current quarter.

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

Operating results

Income before income taxes decreased $1.5 million, or 51.7%, to
$1.4 million for the third 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 Nine Months Ended February 28, 2003 and 2002

Revenues

Total revenues for the nine months ended February 28, 2003
decreased $29.6 million, or 26.0%, to $84.5 million compared to
$114.0 million in the same period in the prior year.  The decline
in total revenues was due to decreases in rental and lease
revenues of 30.7% and sales of equipment and other revenues of
7.3%.

Rental and lease revenues in the first nine months of fiscal 2003
were $62.7 million, a 30.7% decline from the same period in the
prior year.  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 7.3% to $21.7
million in the first nine months of fiscal 2003 as compared to
the same period in the prior year.  This decrease was primarily
due to a $1.8 million reduction in sales of equipment to $18.5
million.   The reduction in sales of equipment reflected the
smaller equipment portfolio.

Expenses

Total costs and expenses decreased 23.8% from $99.5 million in
the first nine months of fiscal 2002 to $75.8 million in the
first nine months of fiscal 2003.  Total costs and expenses as a
percentage of revenue increased from 87.3% in the first nine
months of fiscal 2002 to 89.7% in the first nine months of fiscal
2003.

Depreciation of equipment decreased from $45.1 million, or 49.8%
of rental and lease revenues, in the first nine months of fiscal
2002, to $34.7 million, or 55.3% of rental and lease revenues, in
the first nine months of fiscal 2003.  Although depreciation was
reduced by $10.4 million for the current nine-month period, the
ratio of depreciation to rental and lease revenues increased
primarily due to the $27.8 million, or 30.7%, decline in rental
and lease revenues in that period.

                            Page 12

Costs of revenues other than depreciation decreased $2.7 million,
or 16.3%, in the first nine months of fiscal 2003 as compared to
the first nine months 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 69.7% of equipment sales in the first nine months of fiscal
2002 to 66.1% of equipment sales in the first nine months 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 same period for the prior
year.

Selling, general and administrative expenses decreased $10.7
million, or 27.1%, in the first nine months of fiscal 2003 as
compared to the first nine months of fiscal 2002.  These expenses
as a percentage of total revenues decreased from 34.6% to 34.0%
in the first nine months of fiscal 2003.  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 331, a
25.5% decline from the end of the third 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 from $1.7 million in the first nine
months of fiscal 2002 to $1.6 million in the first nine months of
fiscal 2003, because increased cash investments were offset by
lower interest rates in the current year period.

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

Operating results

Income before income taxes decreased $5.8 million, or 40.0%, to
$8.7 million for the first nine months 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

Historically, the Company's primary capital requirements 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 third
quarter of fiscal 2001.  The Company purchases equipment
throughout each year to replace equipment, that has been sold,
and to maintain adequate levels of rental equipment to meet
existing and new customer demands.  The rental and leasing market
for personal computers has declined over 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 2003, the
Company continued to make modest purchases of equipment in order
to support some areas of potential growth for both personal
computers and test and measurement equipment, and to keep the
Company's 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 U.S. government money market funds and other instruments with
maturities of less than 90 days.

                            Page 13

During fiscal year 2001, the Company's Board of Directors
authorized management to implement a limited stock repurchase
program in the amount of 1,500,000 shares.  As of February 28,
2003, the Company had bought back 318,000 common shares for $3.0
million, or $9.37 per share.  No shares have been repurchased
since fiscal 2001.  Shares acquired are restored to the status of
authorized but un-issued shares.

During the nine months ended February 28, 2003 and 2002 net cash
provided by operating activities was $40.2 million and $59.8
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 nine months ended February 28, 2003 net cash used in
investing activities was $1.0 million, compared to $22.3 million
in the same period of 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 nine 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 February 28, 2003.

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.

                            Page 14

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.

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 individual customer orders and 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 15

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 16

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

We manage our investment portfolio in accordance with our
Investment Policy.  The primary objectives of our Investment
Policy are to preserve principal, maintain a high degree of
liquidity to meet operating needs, and obtain competitive returns
subject to prevailing market conditions.  Investments are made
primarily in government and non-government money market funds and
high-grade securities, while avoiding concentration in anything
other than U.S. government securities and subject to appropriate
diversification.  These investments are subject to risk of
default, changes in credit rating and changes in market value.
These investments are also subject to interest rate risk and will
decrease in value if market interest rates increase.  However,
due to the conservative nature of our investments and relatively
short effective maturities of debt instruments, interest rate
risk is mitigated.  Our Investment Policy specifies credit
quality standards for our investments and limits the amount of
exposure from any single issue, issuer or type of investment.  We
do not own derivative financial instruments in our investment
portfolio.

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 17

Part II.  OTHER INFORMATION

Item 1.  Legal Proceedings

None.

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

None.

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

(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:  March 28, 2003

/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

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;

                            Page 19

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:  March 28, 2003

/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;

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:

                            Page 20

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:  March 28, 2003

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

                            Page 21
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