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                                                                   EXHIBIT 99(A)

                                  RISK FACTORS

      You should carefully consider the following discussion of various risks
and uncertainties, keeping in mind that they are not the only ones that affect
us. Additional risks which we do not presently consider material, or of which we
are not currently aware, may also have an adverse impact on us. Unless otherwise
noted (1) the terms "Electro Rent," "we," "us," and "our," refer to Electro Rent
Corporation and its subsidiaries, and (2) the terms "Common Stock" and
"shareholder(s)" refer to Electro Rent's common stock and the holders of that
stock, respectively.

      Except for the historical statements and discussions contained in these
Risk Factors, statements contained in these Risk Factors 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 our management with respect to future events and financial performance. All
plans, projections, and future estimates are forward-looking statements, which
in some, but not all, cases, are identified by words such as "anticipates,"
"believes," "expects," "intends," "future," and other similar expressions.
Please do not put undue reliance on forward looking statements. Forward looking
statements are subject to certain risks and uncertainties, not all of which are
disclosed in the following Risk Factors. Although we believe our assumptions are
reasonable, it is likely that at least some of these assumptions will not come
true. Accordingly, our 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 those differences include
the ones discussed below, as well as those discussed elsewhere in our Annual
Report on Form 10-K for the fiscal year ended May 31, 2004, our Annual Report to
Shareholders (especially in the sections entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and in "Quantitative
and Qualitative Disclosure About Interest Rates and Currency Rates,") and our
other filings with the Securities and Exchange Commission. Should one or more of
the risks discussed, or any other risks, materialize, or should one or more of
our underlying assumptions prove incorrect, our 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.

COMMON STOCK PRICE FLUCTUATIONS

      Our Common Stock price has fluctuated significantly and may continue to do
      so in the future.

      General Factors. We believe some of the reasons for past fluctuations in
the price of our stock have included:

      -     announcements of developments related to our business;

      -     announcements concerning new products or enhancements in the
            equipment that we rent; or developments in our relationships with
            our customers;

      -     variations in our revenues, gross margins, earnings or other
            financial results from investors' expectations; and

      -     fluctuations in results of our operations and general conditions in
            the economy, our market, and the markets served by our customers.

      In addition, prices in the stock market have been volatile in recent
years. In many cases, the fluctuations have been unrelated to the operating
performance of the affected companies. As a result, the price of our Common
Stock could fluctuate in the future without regard to our operating performance.

      Future Sales of Electro Rent Common Stock. Sales of Electro Rent's Common
Stock by our officers, directors and employees could adversely and unpredictably
affect the price of our shares. Additionally, the price could be affected even
by the potential for sales by these persons. In addition to the approximately
24,901,373 shares outstanding as of July 30, 200, we are authorized to issue up
to 1,275,228 shares of Common Stock upon exercise of stock options issued under
our Stock Option Plans.

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We cannot predict the effect that any future sales of our Common Stock, or the
potential for those sales, will have on our share price.

FLUCTUATIONS IN OPERATING RESULTS

      Historically, Electro Rent's operating results have fluctuated, and we
expect that fluctuations could continue in the future. The fluctuations in our
past results have resulted from many factors, some of which are beyond our
control. In the future, these or other factors could have a material adverse
impact on our operating results and cause our stock price to decrease.

      Timing of Equipment Purchases and Sales. The profitability of our business
depends in significant part on controlling the timing, pricing and mix of
purchases and sales of equipment. We seek to acquire new and used equipment at
attractive prices, from which we feel we can make a profit as a result of a
combination of renting and or selling that equipment. We base expenditures for
equipment purchases, sales and marketing and other items on our expectations of
future customer demand. In order to maximize overall profit from the rental,
leasing, and sales of equipment, we manage our equipment pool on an on-going
basis by analyzing our product strategy for each specific equipment class in
light of that equipment's historical and projected lifecycle. In doing so, we
compare our estimate of potential profit from rental with the potential profit
from the product's immediate sale and replacement with new or other equipment.

      Basis of Equipment Pool Management. Our overall equipment management is
complex and our product strategy can change during a product's lifetime based
upon numerous factors, including the U.S. and global economy, interest rates and
new product launches. Our strategic equipment decisions are based on the
following fundamentals:

      -     The acquisition cost for Electro Rent;

      -     Our estimates of current and future market demand for rentals;

      -     Our estimates of current and future supply of product;

      -     The book value of the product after depreciation and other
            impairment;

      -     Our estimates of the effect of interest rates on rental and leasing
            fees as well as capital financing; and

      -     Our estimates of the potential current and future sale prices.

      However, historical trends are not necessarily indicative of future
trends. If our assumptions prove to be wrong, and our revenues fall short of our
expectations, we may not be able to adjust our inventory quickly enough to
compensate for lower demand. In addition, as demand for a product falls, we may
have difficulty in selling any of our excess equipment at a favorable price or
at all. Both of these factors can compound the impact of any revenue shortfall
and further affect our operating results and the price of our stock.

      Risks Associated with Changing Economic Conditions. Our customers
historically have reduced their expenditures for electronic equipment during
economic downturns. Accordingly, when the domestic and/or international economy
weakens, demand for our services may decline. A large part of our equipment pool
is rented or leased to customers in the aerospace, defense, electronics and
telecommunications industries. Slowdowns in the U.S. or global economy
generally, or one or more of these specific industries, could have a material
adverse effect on our operating results and stock price. In fact, in fiscal 2002
and fiscal 2003, the U.S. economy experienced a downturn and the core industries
we serve were negatively impacted. As a result, we experienced a decline in
revenues, and we were left with a relatively high percentage of unusable
equipment, the value of which we wrote down on our books and was reflected, for
accounting purposes, as impaired.

      Seasonal and Quarterly Fluctuations. Regardless of the overall economic
outlook domestically and globally, December and January typically reflect lower
rental activity. In addition, because February is a short month, revenue billing
in that month is reduced. We cannot predict whether these seasonal factors or
their effects will change in the future. The seasonal spending patterns of our
customers are

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affected by factors such as:

      -     weather, holiday and vacation considerations; and

      -     budgetary considerations.

      Additionally, our operating results are subject to quarterly fluctuations
resulting from a variety of factors, including remarketing activities, product
announcements by manufacturers, economic conditions and variations in the
financial mix of new rentals and leases. The financial mix of new rentals and
leases is a result of a combination of factors such as:

      -     changes in customer demands and/or requirements;

      -     new product announcements;

      -     price changes;

      -     changes in delivery dates;

      -     changes in maintenance policies and the pricing policies of
            equipment manufacturers; and

      -     price competition from other rental, leasing and finance companies.

      Other Factors. Other factors that may affect our operating results
            include:

      -     competitive forces within our current and anticipated future
            markets;

      -     changes in interest rates;

      -     our ability to attract customers and meet their expectations;

      -     currency fluctuations and other risks of international operations;

      -     general economic conditions; and

      -     differences in the timing of our spending on acquiring equipment,
            renting or leasing that equipment and receiving revenues from our
            customers.

      All or any of these and similar factors could result in our operating
results differing substantially from the expectations of public market analysts
and investors, which would likely have a material adverse impact on our stock
price.

RISKS ASSOCIATED WITH TECHNOLOGY CHANGES

      If we do not adequately anticipate or respond to changes in technology, it
could have a material adverse effect on our operating results and stock price.

      Technological Advancements. We must anticipate and keep pace with the
introduction of new hardware, software and networking technologies and acquire
equipment that will be marketable to our current and prospective customers. The
equipment we rent can be the subject of rapid technological developments,
evolving customer demands and frequent new product announcements and
enhancements. If we fail to adequately anticipate or adapt to new technological
developments or to recognize changing market conditions, our operating results
and stock price could be materially and adversely affected.

      Expenses Resulting from Technological Advancements. As a result of
technology developments, we may have to make substantial and unanticipated
expenditures to acquire new equipment or invest in further staff education on
operating and servicing the equipment we deliver to our customers. Further, we
may not adequately anticipate or respond successfully to technological changes
for many reasons, including misjudging the impact of technological changes as
well as financial, technological or other constraints. If we do not adequately
anticipate or respond to changes in technological advancements or customer
preferences, it would likely have a material adverse impact on our operating
results and stock price.

      Introducing New Products and Services. The markets in which we operate are
characterized by rapidly changing technology, evolving industry standards and
declining prices of certain products. Our operating results will depend to a
significant extent on our ability to continue to introduce new services

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and to control and/or reduce costs on existing services. Whether we succeed in
our new offerings depends on several factors such as:

      -     including proper identification of customer needs;

      -     our costs;

      -     timely completion and introduction of products and services as
            compared to our competitors;

      -     our ability to differentiate our equipment and services from our
            competitors; and

      -     market acceptance of our business.

RISKS ASSOCIATED WITH THE CUSTOMER SOLVENCY

      If we do not collect on contracts with customers, it could have a material
adverse effect on our operating results and stock price.

      One of the reasons some of our customers find it more attractive to rent
or lease electronic equipment than owning that equipment is the need to deploy
their capital elsewhere. This can be particularly true in industries with high
growth rates such as the telecommunications industry. However, some of our
customers have liquidity issues, and ultimately cannot fulfill the terms of
their agreements with us. If we are not able to manage credit risk issues, or if
a large number of customers should have financial difficulties at the same time,
our credit losses would increase above historical levels. If this should occur,
our results of operations and stock price may be materially and adversely
affected.

COMPETITION

      If we do not effectively compete in our market, our operating results and
stock price will be materially and adversely affected.

      Our industry is characterized by intense competition from several large
competitors, some of which have access to greater financial and other resources
than we do. Although no single competitor holds a dominant market share, we face
intensifying competition from both established entities and new entries in the
market. Our primary competitors have been identified by independent industry
publications to include:

      -     McGrath Rent Corp.;

      -     Telogy; and

      -     Continental Resources.

      Some of our competitors may offer similar equipment for lease, rental or
sale at lower prices and may offer more extensive servicing options.

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS

      If we do not adequately anticipate and respond to the risks inherent in
international operations, it could have a material adverse effect on our
operating results and stock price.

      We generate a meaningful portion of our revenues from contracts with
Canadian parties. In fiscal 2004, we also sought to develop available
international opportunities and supplied several multinational customers to
their manufacturing facilities outside of the U.S. Additionally, we have an
agency arrangement with a small company in Europe, and we seeking to set up a
sales office on mainland China. Our contracts to supply equipment outside of the
U.S. are generally priced in local currency. However, our consolidated financial
statements are prepared in U.S. dollars. Consequently, changes in exchange rates
can unpredictably and adversely affect our consolidated operating results, and
could result in exchange losses. Currently, we do not hedge against the risks
associated with fluctuations in exchange rates. Although we may use hedging
techniques in the future, we may not be able to eliminate or reduce the effects
of currency fluctuations. Thus, exchange rate fluctuations could have a material
adverse impact on our operating results and stock price.

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      Other Risks Associated with International Operations. Additionally, our
financial results may be adversely affected by other international risks, such
as:

      -     international political and economic conditions;

      -     changes in government regulation in various countries;

      -     trade barriers;

      -     difficulty in staffing our foreign sales and services centers, and
            in training and retaining foreign employees;

      -     adverse tax consequences; and

      -     costs associated with expansion into new territories.

      We expect to continue our international operations and that the revenues
we derive from these activities will continue to be a meaningful portion of our
total revenues. If we do not anticipate and respond to the risks associated with
international operations, it could have a material adverse effect on our
operating results and stock price.

RISKS ASSOCIATED WITH OUR MANUFACTURERS AND SUPPLIERS

      If we are not able to obtain equipment at favorable rates, it could have a
material adverse effect on our operating results and stock price.

      About 81% of our equipment portfolio at acquisition cost is composed of
general purpose test and measurement instruments purchased from leading
manufacturers such as Agilent Technologies and Tektronix. The remainder of our
equipment pool comprises personal computers and workstations which include
personal computers from Compaq, Dell, IBM, Apple, and Toshiba and workstations
primarily from Sun Microsystems and Hewlett Packard. We depend on these
manufacturers and suppliers to contract for our equipment. If, in the future, we
are not able in to purchase necessary equipment from one or more of these
suppliers on favorable terms, we may not be able to meet our customers' demands
in a timely manner or for a price that generates a profit. If this should occur,
we can make no assurance that we will be able to secure necessary equipment from
an alternative source on acceptable terms and our business and stock price may
be materially and adversely affected.

DEPENDENCE ON KEY PERSONNEL

      If we are unable to recruit and retain qualified personnel, it could have
a material adverse effect on our operating results and stock price.

      Our success depends in large part on the continued services of our
executive officers, our senior managers and other key personnel, including,
among others, our Chief Executive Officer, Daniel Greenberg, our Senior Vice
President of Sales, Gary Phillips, our Chief Financial Officer, Craig Jones, and
our Vice President and Secretary, Steven Markheim. The loss of these people,
especially without advance notice, could materially and adversely impact our
results of operations. It is also very important that we attract and retain
highly skilled personnel to accommodate growth and to replace personnel who
leave. Competition for qualified personnel can be intense, especially in
technology industries, and there are a limited number of people with the
requisite knowledge and experience to market, sell and service our equipment.
Under these conditions, we could be unable to recruit, train, and retain
employees. If we cannot attract and retain qualified personnel, it could have a
material adverse impact on our operating results and stock price.

CONTROL BY MANAGEMENT AND OTHERS

      Senior management has significant influence over Electro Rent's policies
and affairs and may be in a position to determine the outcome of corporate
actions.

      Our executive officers and directors collectively own approximately 19% of
our Common Stock.

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Mr. Greenberg, Electro Rent's Chairman and Chief Executive Officer, beneficially
owns approximately 17% of Electro Rent's outstanding shares of Common Stock, and
other members of his immediate family own approximately an additional 9.5%. In
addition, another shareholder controls 22% of Electro Rent's outstanding shares
of Common Stock. Consequently, these shareholders, including Mr. Greenberg, may
have significant influence over Electro Rent's policies and affairs and may be
in a position to determine the outcome of corporate actions requiring
stockholder approval. These may include, for example, the election of directors,
the adoption of amendments to our corporate documents and the approval of
mergers and sales of our assets.

RISKS ASSOCIATED WITH POSSIBLE ACQUISITIONS AND NEW BUSINESS VENTURES

      If we cannot successfully implement any future acquisitions or new
business ventures, it could have a material adverse effect on our operating
results and stock price.

      On occasion we evaluate business opportunities that appear to fit within
our overall business strategy. In fact, in March 2004, we acquired certain
contracts of a quick-ship services business from a unit of CIT Group Inc. We
could decide to pursue one or more other opportunities by acquisition or
internal development. Acquisitions and new business ventures, including our
acquisition in March 2004, involve many risks, including:

      -     the difficulty of integrating acquired operations and personnel with
            our existing operations;

      -     the difficulty of developing and marketing new products and
            services;

      -     the diversion of our management's attention as a result of
            evaluating, negotiating and integrating acquisitions or new business
            ventures;

      -     our exposure to unforeseen liabilities of acquired companies; and

      -     the loss of key employees of an acquired operation.

      In addition, an acquisition or new business venture could adversely impact
cash flows and/or operating results, and dilute shareholder interests, for many
reasons, including:

      -     charges to our income to reflect the impairment of acquired
            intangible assets, including goodwill;

      -     interest costs and debt service requirements for any debt incurred
            in connection with an acquisition or new business venture; and

      -     any issuance of securities in connection with an acquisition or new
            business venture which dilutes or lessens the rights of our current
            shareholders.

      We have had only one significant experience in executing and implementing
an acquisition, which was our acquisition of General Electric Capital Technology
Management Services' test and measurement operations in November 1997. As a
result of this 1997 acquisition, Electro Rent was a party to an arbitration
proceeding in connection with the purchase price that settled in 2001. Our March
2004 acquisition was designed to supplement our growth and provide us an entry
into the disaster recovery business. Although that acquisition was relatively
small in size, we have not yet completed integrating this new business with our
existing business and can give no assurances that integration will proceed as
planned.

      Additionally, although we have implemented new business ventures, those
ventures have not always been successful. Accordingly, the actual operating
results of the business unit we acquired in March 2004 may not meet our
expectations, and we may not succeed in other future new business ventures. The
risks associated with acquisitions and new business ventures could have a
material adverse impact on our operating results and stock price.

RISKS ASSOCIATED WITH FLUCTUATING INTEREST RATES

Interest Rate Fluctuations could have a material adverse effect on our operating
results and stock price.

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      Historically, our primary market risk exposure has been risks related to
interest rate fluctuations, primarily related to our previous borrowings under
our unsecured revolving credit facility. While we have the ability to draw on
our revolving credit line, we currently have no borrowings under this credit
facility. Instead, our financial results reflect the effect of changes in
interest rates on our leasing yields. Our leasing yields generally directly
correlate with market interest rates: When interest rates are higher, our
leasing terms incorporate a higher financing charge. However, in times of
relatively lower interest rates our financing charges also decrease, and some of
our customers choose to purchase new equipment, rather than leasing equipment at
all. Lower leasing yields are reflected in lower rental and lease revenues.

ANTI-TAKEOVER PROVISIONS

      The anti-takeover provisions contained in our Charter Documents could
materially and adversely impact the value of our Common Stock.

      Certain provisions of Electro Rent's Articles of Incorporation, our Bylaws
and California law could, together or separately, discourage, delay or prevent a
third party from acquiring Electro Rent, even if doing so might benefit our
shareholders. This may adversely impact the interests of our shareholders with
respect to a potential acquisition and may also affect the price investors would
receive for their shares of Common Stock. Some examples of these provisions in
our Articles of Incorporation and Bylaws are:

      -     the right of our board of directors to issue preferred stock with
            rights and privileges which are senior to the Common Stock, without
            prior stockholder approval; and

      -     certain limitations of the rights of stockholders to call a special
            meeting of shareholders.

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