##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549


FORM 10-K

|                                                                       |                                                                                          | 
|---------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | 
|(Mark One)                                                             |                                                                                          | 
|[X]                                                                    | ANNUAL REPORT                                                                            | 
|                                                                      
|PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
|                                                                      
|For the fiscal year ended May 31, 2002                                
|                                                                      
|OR                                                                    
|                                                                      
|[   ]                                                                  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 | 

Commission File Number: 0-9061

ELECTRO RENT CORPORATION

(Exact name of registrant as specified in its charter)


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

6060 Sepulveda Boulevard
Van Nuys, California 91411-2512
(Address of principal executive offices and zip code)

Registrants telephone number, including area code: (818) 786-2525

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock
without par value



---

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.   [   ]

The aggregate market value of the registrants Voting Stock, held by
non-affiliates of the registrant, as of August 23, 2002, was
$217,233,703.

Number of shares of Common Stock outstanding as of August 23, 2002: 24,802,860
shares.





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TABLE OF CONTENTS



|                 |                                                                                                |  |  |  |  |  |  | 
|---------------- | ---------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I          
|                 | Item 1. Business.                                                                             
|                 | Item 2. Properties.                                                                           
|                 | Item 3. Legal Proceedings.                                                                    
|                 | Item 4. Submission of Matters to a Vote of Security Holders.                                  
|PART II         
|                 | Item 5. Market for the Registrants Common Equity and Related Stockholder Matters.            
|                 | Item 6. Selected Financial Data.                                                              
|                 | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
|                 | Item 7A. Quantitative and Qualitative Disclosures About Market Risks.                         
|                 | Item 8. Financial Statements and Supplementary Data.                                          
|                 | Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 
|PART III        
|                 | Item 10. Directors and Executive Officers of the Registrant.                                  
|                 | Item 11. Executive Compensation.                                                              
|                 | Item 12. Security Ownership of Certain Beneficial Owners and Management.                      
|                 | Item 13. Certain Relationships and Related Transactions.                                      
|PART IV         
|                 | Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.                     
|Exhibit Index   
|SIGNATURES      
|EXHIBIT 10(D)(2)
|EXHIBIT 10(E)(5)
|EXHIBIT 13      
|EXHIBIT 22      
|EXHIBIT 23(A)   
|EXHIBIT 23(B)   
|EXHIBIT 99(A)   
|EXHIBIT 99(B)   



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DOCUMENTS INCORPORATED BY REFERENCE

|   |                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Inside front cover and pages 5-9 and 11-23 of the Annual Report to
Security Holders for the fiscal year ended May 31, 2002 (the 2002
Annual Report) are incorporated by reference in this Form 10-K Annual
Report.
|  
|2. | Proxy Statement for the Annual Meeting of Shareholders to be held on
October 10, 2002 (the 2002 Proxy Statement).                                                                                                 

CROSS REFERENCE SHEET

Showing Location in 2002 Annual Report
and 2002 Proxy Statement of Information
Required by Items of Form 10-K

PART II

|         |                                                                                       |  |                                 
|-------- | ------------------------------------------------------------------------------------- |  | --------------------------------
|         |                                                                                       |  | Caption and Reference           
|         | Form 10-K Item                                                                        |  | in 2002 Annual Report           
|         | Number and Caption                                                                    |  | or 2002 Proxy Statement         
|         |                                                                                       |  |                                 
|5.       | Market for the Registrants Common Equity and
Related Stockholder Matters             |  | Annual Report page 23           
|        
|6.       | Selected Financial Data                                                               |  | Annual Report inside front cover
|        
|7.       | Managements Discussion and Analysis of Financial
Condition and Results of Operations |  | Annual Report pages 5 to 9      
|        
|8.       | Financial Statements and Supplementary Data                                           |  | Annual Report pages 11 to 23    
|        
|PART III
|        
|10.      | Directors and Executive Officers of the Registrant                                    |  | Proxy Statement pages 5, 6 and 9
|        
|11.      | Executive Compensation                                                                |  | Proxy Statement pages 6 to 15   
|        
|12.      | Security Ownership of Certain Beneficial Owners
and Management                        |  | Proxy Statement pages 4 and 5   
|        
|13.      | Certain Relationships and Related Transactions                                        |  | Proxy Statement page 9          

2



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PART I

EXCEPT FOR THE HISTORICAL STATEMENTS AND DISCUSSIONS CONTAINED IN THIS
ANNUAL REPORT ON FORM 10-K, STATEMENTS CONTAINED IN THIS FORM 10-K CONSTITUTE
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934. THESE FORWARD-LOOKING STATEMENTS REFLECT 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 ANTICIPATE,
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 THIS FORM 10-K. 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 THESE DIFFERENCES INCLUDE
THE ONES DISCUSSED BELOW, AND IN THE RISK FACTORS
ATTACHED AS EXHIBIT 99(A) TO
THIS 10-K, AS WELL AS IN OUR ANNUAL REPORT TO OUR 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.

Unless otherwise noted (1) the terms Electro Rent, we, us, and
our, refer to Electro Rent Corporation and its subsidiary, Genstar Rental
Electronics, Inc., and (2) the terms Common Stock and shareholder(s) refer
to Electro Rents common stock and the holders of that stock, respectively.




Item 1.   Business.

Electro Rent was incorporated in California in 1965 and became a publicly
held corporation on March 31, 1980.

We primarily engage in the rental, lease and sale of state-of-the-art
electronic equipment. About 70% 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 portfolio is comprised of personal computers and
workstations. Personal computer lines include those from Compaq, Dell, IBM,
Apple, and Toshiba; while workstations are purchased primarily from Sun
Microsystems and Hewlett Packard. A large part of our equipment portfolio is
rented or leased to Fortune 500 companies in the aerospace, defense,
electronics and telecommunications industries. We believe that our test and
measurement equipment is primarily used in research and development activities
and that a significant amount of this equipment is used in connection with
government-generated projects. We also rent equipment to companies of various
sizes representing a cross-section of American industry. No customer accounted
for more than 10% of our revenues for any of the three fiscal years ended May
31, 2002. No significant portion of our revenues are currently derived from
direct United States Government contracts.

An important aspect of our equipment portfolio management is the resale of
equipment from the portfolio, generally three to five years after purchase,
which, on the average, have been at prices above book value. Such sales have
historically provided a substantial portion of revenues and operating cash
flow.

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We service our customers through a network of equipment, calibration and
service centers in the United States and Canada, which are linked by an on-line
computer system. These centers also function as depots for the sale of used
equipment.

After acquiring the rental business of General Electric Capital Technology
Management Services in November 1997, Electro Rent became one of the largest
companies in the highly competitive electronic equipment rental and lease
business. Independent industry publications have identified a number of major
competitors, including Technology Rentals & Services, a division of CIT Group,
Telogy, McGrath Rent Corp. and Continental Resources. Some of our competitors
are divisions of larger organizations, and, therefore, have access to greater
internal financial and other resources than we do.

Our business is relatively non-seasonal except for the third quarter
months of December, January and February, when rental activity declines due to
extended holiday closings by a number of customers. In addition, because
February is a short month, rental billing is reduced.

We purchase the majority of our equipment from leading suppliers of
electronic equipment. The research and development, manufacturing and
marketing trends and activities of our major suppliers tend to shape the nature
of the rental and lease demand of our customers and the availability of
equipment. As a result, our business is significantly affected by the
continued research and development, manufacturing and financial condition of
its major suppliers, particularly Agilent Technologies.

We believe that our relationships with our major suppliers are good.
Because of the volume of our purchases and our long-term purchase arrangements,
we often obtain favorable price discounts.

At May 31, 2002, Electro Rent and its subsidiary, Genstar Rental
Electronics, Inc. employed approximately 425 individuals. None of these
employees is a member of a labor union. We consider our employee relations to
be satisfactory and provide standard employee benefits and pay certain of the
costs of employee education.




Item 2.   Properties.

Electro Rents corporate headquarters and Los Angeles sales office are
located at 6060 Sepulveda Boulevard, Van Nuys, California. The building
contains approximately 84,500 square feet of office space. Approximately 24,800
square feet are currently being listed for lease to other subtenants. These
subtenant arrangements provide for all of the subleased property to be
available for our future needs. There is no additional space in the building
available for leasing.

We own a facility in Wood Dale, Illinois, containing approximately 30,750
square feet. This facility is currently unoccupied, and in fiscal 2003 the
Companys Illinois warehouse and service center will move to this facility from
a leased facility in Aurora, Illinois.

Our building at 15385 Oxnard Street, Van Nuys, California, contains
approximately 68,200 square feet. We use all of this space, except for 4,500
square feet which is currently being leased to others. This building houses
our California warehouse and equipment calibration center.

As of May 31, 2002 Electro Rent had both sales offices and equipment
calibration and service centers in the metropolitan areas of Atlanta and Los
Angeles. We also have service centers in Boston, Chicago, Dallas, Denver,
Detroit, Houston, Las Vegas, Montreal, New York/Newark, San Francisco, Seattle,
Toronto and Washington/Baltimore.

Electro Rents facilities aggregate approximately 435,000 square feet.
Except for the corporate headquarters, the Chicago area facilities, and the
Oxnard Street building, all of the facilities are rented pursuant to leases for
up to five years for aggregate annual rentals of approximately $2,698,000 in
fiscal 2002. We do not consider any rented facility essential to our
operations. We consider our facilities to be in good condition, well
maintained and adequate for our needs.

4



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Item 3.   Legal Proceedings.

In the normal course of our business, we are involved in various claims
and legal proceedings. We believe these matters will not have a material
adverse effect on our business, financial condition or results of operations.




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

No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote by our security holders.




PART II




Item 5.   Market for the Registrants Common Equity and Related Stockholder
Matters.

Electro Rents Common Stock is listed by the National Association of
Securities Dealers and is quoted on the NATIONAL MARKET SYSTEM OF NASDAQ. Our
symbol is ELRC. The quarterly market price ranges for our Common Stock for
the two fiscal years ended May 31, 2002, as quoted on NASDAQ, shareholder
information and dividend information are set forth on page 23 of the 2002
Annual Report and are incorporated herein by reference.

None of our preferred shares are issued or outstanding.




Item 6.   Selected Financial Data.

The summary of the selected financial data referred to as Financial
Highlights, appearing on the inside front cover of the 2002 Annual Report, is
hereby incorporated by reference.




Item 7.   Managements Discussion and Analysis of Financial Condition and
Results of Operations.

Information appearing under the above caption on pages 5 to 9 of the 2002
Annual Report is hereby incorporated by reference.




Item 7A.   Quantitative and Qualitative Disclosures About Market Risks.

The information appearing in the Risk Factors, filed with this 10-K as
Exhibit 99(A), is hereby incorporated by reference.




Item 8.   Financial Statements and Supplementary Data.

Our consolidated financial statements together with the report thereon of
Deloitte & Touche LLP appearing on pages 11 to 23 of the 2002 Annual Report are
hereby incorporated by reference.

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Item 9.   Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.

On April 30, 2002, we dismissed Arthur Andersen LLP (Arthur Andersen) as
the Companys independent auditors and engaged Deloitte & Touche LLP (D&T) as
our new independent auditors. The decision to change our independent auditors
was made by our Board of Directors.

Arthur Andersens reports on the financial statements of the Company for
the fiscal years ended May 31, 2001 and May 31, 2000 did not contain any
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope, or accounting principles.

During the two years ended May 31, 2001 and through the subsequent interim
period preceding the decision to change independent auditors, there were no
disagreements with Arthur Andersen on any matter of accounting principle or
practices, financial statement disclosure, or auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of Arthur Andersen,
would have caused it to make reference thereto in its report on the financial
statements for such years.

During the two years ended May 31, 2001 and through the subsequent interim
period preceding the decision to change independent auditors, there were no
reportable events (as defined below) requiring disclosure pursuant to Item
304(a)(1)(v) of Regulation S-K, promulgated under the Securities Act of 1934,
as amended. As used herein, the term reportable events means any of the
items listed in paragraphs (a)(1)(v)(A)-(D) of Item 304 of Regulation S-K.

Effective April 30, 2002, we engaged D&T as our independent auditors.
During the two years ended May 31, 2001 and through the subsequent interim
period preceding the decision to change independent auditors, neither the
Company nor anyone acting on its behalf consulted D&T regarding either the
application of accounting principles as to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Companys consolidated financial statements, nor has D&T provided to the
Company a written report or oral advice regarding such principles or audit
opinion.




PART III




Item 10.   Directors and Executive Officers of the Registrant.

Information appearing in the 2002 Proxy Statement under the captions
Election of Directors (pages 5 and 6), Executive Officers (page 6), Compliance
With Section 16 of the Securities Exchange Act of 1934 (page 9), and
Transactions With Management (page 9), is hereby incorporated by reference.




Item 11.   Executive Compensation.

Information appearing in the 2002 Proxy Statement under the caption
Executive Compensation (pages 6 to 15) is hereby incorporated by reference.




Item 12.   Security Ownership of Certain Beneficial Owners and Management.

Information concerning the ownership of Electro Rents securities by its
principal holders and its management is set forth in the 2002 Proxy Statement
(pages 4 and 5), and is incorporated herein by reference.




Item 13.   Certain Relationships and Related Transactions.

Information appearing in the 2002 Proxy Statement under the caption
Transactions With Management (page 9) is hereby incorporated by reference.

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PART IV




Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) The following financial statements and financial statement schedule
covered by the Independent Auditors Report are filed as a part of this
report and are included or incorporated herein by reference to the following
page or pages of the 2002 Annual Report.

|                                                                                                             |                                        |             |                    |        |                |               |  |    | 
|------------------------------------------------------------------------------------------------------------ | -------------------------------------- | ----------- | ------------------ | ------ | -------------- | ------------- |  | -- | 
|                                                                                                             |                                        |             | 2002 Annual Report |        | Form 10-K Page
|Item                                                                                                         |                                        | Page Number |                    | Number
|                                                                                                             |                                        |             |                    |       
|Consolidated Statements of Income for each of the
three years in the period ended May 31, 2002               |                                        |             | 11                 |        |                |               |  |   
|                                                                                                            
|Consolidated Balance Sheets at May 31, 2002 and 2001                                                         |                                        |             | 12                 |        |                |               |  |   
|                                                                                                            
|Consolidated Statements of Shareholders Equity for
each of the three years in the period ended May 31,
2002 |                                        |             | 13                 |        |                |               |  |   
|                                                                                                            
|Consolidated Statements of Cash Flows for each of
the three years in the period ended May 31, 2002           |                                        |             | 14                 |        |                |               |  |   
|                                                                                                            
|Notes to Consolidated Financial Statements                                                                   |                                        |             | 15-22              |        |                |               |  |   
|                                                                                                            
|Independent Auditors Report                                                                                 |                                        |             | 23                 |        |                |               |  |   
|                                                                                                            
|Schedule for each of the three years in the period
ended May 31, 2002:                                       |                                        |             |                    |        |                |               |  |   
|                                                                                                            
|                                                                                                             | II  Valuation and qualifying accounts |             |                    |        |                |               |  | 12 | 
|                                                                                                            
|Independent Auditors Report                                                                                 |                                        |             |                    |        |                | Exhibit 23(A)

All other schedules have been omitted since the required information is
not present or is not present in amounts sufficient to require submission of a
schedule, or because the information required is included in the financial
statements or related notes.

|    |                     
|--- | --------------------
|(b) | Reports on Form 8-K.

During the last quarter of the period covered by this Annual Report on
Form 10-K, the Registrant did not file and was not required to file any Current
Reports on Form 8-K.

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|    |                                                                                         
|--- | ----------------------------------------------------------------------------------------
|(c) | Exhibits listed by numbers corresponding to Exhibit Table of Item 601 of
Regulation S-K.




Exhibit Index

(* Indicates compensation plan, contract or arrangement)


|        |         |                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------- | ------- | -------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
|Number  |         | Document Description
|        |         |                     
|        | (3)     |                      |  | Articles of Incorporation (Restated) and bylaws are incorporated by reference
to Exhibits 1.2 and 6.1, respectively, of Registration Statement (Form S-14),
File No. 2-63532. A copy of the Restated Articles of Incorporation and the
Certificate of Amendment of Restated Articles of Incorporation filed October
24, 1988 are incorporated by reference to Exhibit (3) to the Annual Report
(Form 10-K) for the fiscal year ended May 31, 1989. A copy of the Certificate
of Amendment of Restated Articles of Incorporation filed October 15, 1997 is
filed as Exhibit (3) to the Annual Report (Form 10-K) for the fiscal year
ended May 31, 1999. A copy of the amendment to the bylaws adopted October 6,
1994 is incorporated by reference to the Annual Report (Form 10-K) for the
fiscal year ended May 31, 1995. A copy of the amendment to the bylaws adopted
November 15, 1996 is incorporated by reference to Exhibit (3) of the Annual
Report (Form 10-K) for the fiscal year ended May 31, 1997.
|       
|        | (10)(A) |                      |  | The Electro Rent Corporation Employee Stock Ownership And Savings Plan, June
1, 1985 Restatement, and the Electro Rent Corporation Employee Stock Ownership
And Savings Plan Trust Agreement, are incorporated by reference to Exhibits
10(A)-(1) and 10(A)-(2) of the Registrants Annual Report (Form 10-K) for the
fiscal year ended May 31, 1985. A copy of Amendment No. One to the Restated
ESOSP is incorporated by reference to Exhibit (10)(A) of Registrants Annual
Report (Form 10-K) for the fiscal year ended May 31, 1987.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       
|        |         |                      |  | A copy of the Electro Rent Corporation Employee Stock Ownership And Savings
Plan, Restated As Of June 1, 1989 is incorporated by reference to Exhibit
(10)(A) of the Annual Report (Form 10-K) for the fiscal year ended May 31,
1989.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       
|        |         |                      |  | Copies of the following documents amending and supplementing the ESOSP and
ESOP as heretofore amended are incorporated by reference to Exhibit
(10)(A)-(1) to (7) of the Annual Report (Form 10-K) for the fiscal year ended
May 31, 1995:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       
|        |         |                      |  | Adoption Agreement For The Vanguard Prototype 401(K) Savings Plan dated August
1, 1994.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       
|        |         |                      |  | Electro Rent Corporation Savings Plan Trust Agreement dated September 1, 1994.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       
|        |         |                      |  | Electro Rent Savings Plan Supplement To The Vanguard Prototype 401(K) Savings
Plan Adoption Agreement dated September 24, 1994.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       
|        |         |                      |  | Second Amendment To Electro Rent Corporation Employee Stock Ownership &
Savings Plan (Restated As Of June 1, 1989) dated as of June 1, 1991*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       
|        |         |                      |  | Third Amendment To Electro Rent Corporation Employee Stock Ownership And
Savings Plan (Restated As Of June 1, 1989) dated June 15, 1994*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       
|        |         |                      |  | Fourth Amendment To Electro Rent Corporation Savings Plan (Restated As Of June
1, 1989) dated September 1, 1994*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       
|        |         |                      |  | Electro Rent Corporation Employee Stock Ownership Plan Trust Agreement dated
September 1, 1994.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|        |            |                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------- | ---------- | -------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
|Number  |            | Document Description
|        |            |                     
|        |            |                      |  | A copy of the GE Rentals Supplement to the Vanguard Prototype 401(k) Savings
Plan Adoption Agreement adopted October 10, 1997 is incorporated by reference
to Exhibit 10(A) of the Annual Report (Form 10-K) for the fiscal year ended
May 31, 1998.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       
|        | (10)(C)    |                      |  | A copy of the Electro Rent Corporation Supplemental Retirement Plan is
incorporated by reference to Exhibit (10)(C) of Registrants Annual Report
(Form 10-K) for the fiscal year ended May 31, 1987.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       
|        | (10)(D)    |                      |  | The Executive Employment Agreement between the Company and Daniel Greenberg,
Chairman of the Board of Directors and Chief Executive Officer, originally
entered into December 15, 1986 and amended November 22, 1988 by Amendment No.
One To Executive Employment Agreement, as further amended and restated as of
July 15, 1992. A copy of the Executive Employment Agreement (Amended And
Restated as of July 15, 1992) is incorporated by reference to Exhibit
(10)(D)-(1) of Registrants Annual Report (Form 10-K) for the fiscal year
ended May 31, 1993.*                                                                                                                                                                                                                                                                                                         
|       
|        | (10)(D)    |                      |  | The Executive Employment Agreement between the Company and William Weitzman,
President and Chief Operating Officer, originally entered into December 15,
1986 and amended November 22, 1988 by Amendment No. One To Executive
Employment Agreement, as further amended and restated as of July 15, 1992 and
amended by Amendment No. 1 to the Amended and Restated Executive Employment
Agreement, dated October 12, 2001. A copy of Executive Employment Agreement
(Amended And Restated as of July 15, 1992, and as further amended as of
October 2001) is incorporated by reference to Exhibit (10)(D)-(1) of
Registrants Annual Report (Form 10-K) for the fiscal year ended May 31, 1993.
A copy of Amendment No. 1 to the Amended and Restated Executive Employment
Agreement, dated October 12, 2001 is attached hereto as Exhibit 10(D)(2).*                    
|       
|        | (10)(E)(1) |                      |  | A copy of the Electro Rent Corporation 1990 Stock Option Plan, the Electro
Rent Corporation Stock Option Agreement (Incentive Stock Option) and the
Electro Rent Corporation Stock Option Agreement (Nonstatutory Option) are
incorporated by reference to Exhibits (10)(E)-(1), (10)(E)-(2) and
(10)(E)-(3), respectively to the Annual Report (Form 10-K) for the fiscal year
ended May 31, 1990. A copy of Amendment Number One To Electro Rent
Corporation 1990 Stock Option Plan adopted October 3, 1991 is incorporated by
reference to Exhibit (10)(E) of the Annual Report (Form 10-K) for the fiscal
year ended May 31, 1992. A copy of Amendment Number Two To Electro Rent
Corporation 1990 Stock Option Plan adopted April 11, 1995 is incorporated by
reference to Exhibit (10)(E) of the Annual Report (Form 10-K) for the fiscal
year ended May 31, 1995.*
|       
|        | (10)(E)(2) |                      |  | A copy of the Electro Rent Corporation 1996 Stock Option Plan, the Electro
Rent Corporation Stock Option Agreement (Incentive Stock Options) and the
Electro Rent Corporation Stock Option Agreement (Nonstatutory Stock Options)
are incorporated by reference to Exhibits (10)(E)-(1), (2) and (3)
respectively to the Annual Report (Form 10-K) for the fiscal year ended May
31, 1996. A copy of Amendment Number One To Electro Rent Corporation 1996
Stock Option Plan adopted November 1, 1996 is incorporated by reference to
Exhibit (10)(E) of the Annual Report (Form 10-K) for the fiscal year ended May
31, 1998.*                                                                                                                                                                                                                                          
|       
|        | (10)(E)(3) |                      |  | A copy of the Electro Rent Corporation 1996 Director Option Plan and the
Electro Rent Corporation Stock Option Agreement for the 1996 Director Option
Plan are incorporated by reference to Exhibits (10)(E)-(4) and (5)
respectively to the Annual Report (Form 10-K) for the fiscal year ended May
31, 1996.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       
|        | (10)(E)(4) |                      |  | Electro Rent Corporation 1996 Director Option Plan Amendment No. One. is
incorporated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

9



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##### Table of Contents



|        |          |                      |  |                                                                                                                                                                                                                                           
|------- | -------- | -------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
|Number  |          | Document Description
|        |          |                     
|        |          |                      |  | by reference to Exhibit (10)(E) to the Annual Report (Form 10-K)
for the fiscal year ended May 31, 2001.                                                                                                                                  
|       
|        | 10(E)(5) |                      |  | A copy of the Electro Rent Corporation 2002 Employee Stock Option Plan, the
Electro Rent Corporation Stock Option Agreement (Incentive Stock Options) and
the Electro Rent Corporation Stock Option Agreement (Nonstatutory Stock
Options)
|       
|        | (11)     |                      |  | Statement re computation of per share earnings is incorporated by reference to
the 2002 Annual Report, page 19.                                                                                                                           
|       
|        | (13)     |                      |  | 2002 Annual Report. Only those portions of the 2002 Annual Report expressly
incorporated hereby by reference are deemed filed.                                                                                                          
|       
|        | (21)     |                      |  | Subsidiaries of the
Registrant.
 Genstar Rental Electronics, Inc., a Canadian corporation                                                                                                                                                
|       
|        | (22)     |                      |  | Inside front cover and pages 5-9 and 11-23 of the 2002 Annual Report are
appended hereto as Exhibit 22 hereof and are being electronically filed with
this Form 10-K Annual Report                                                        
|       
|        | (23)(A)  |                      |  | Report of Deloitte & Touche LLP, the Companys independent auditors                                                                                                                                                                       
|       
|        | 23(B)    |                      |  | Report of Arthur Andersen LLP, the Companys former independent auditors                                                                                                                                                                  
|       
|        | (99)(A)  |                      |  | Risk Factors                                                                                                                                                                                                                              
|       
|        | (99)(B)  |                      |  | Statement Pursuant to Section 906 the Sarbanes-Oxley Act of 2002 by Principal
Executive Officer and Principal Financial Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings, dated August 23, 2002.                

|    |                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------
|(d) | Schedule of Financial Statements Required by Regulation S-X, which is
excluded from the 2002 Annual Report by Rule 14 a 3(b) (1):

ELECTRO RENT CORPORATION
SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS
Years Ended May 31, 2002, 2001 and 2000
(in thousands)

|              |  |                      |       |                      |  |             |       |         |  |                |       |  |  |   |       | 
|------------- |  | -------------------- | ----- | -------------------- |  | ----------- | ----- | ------- |  | -------------- | ----- |  |  | - | ----- | 
|              |  | Balance at Beginning |       | Additions Charged to |  |             |       |         |  | Balance at End
|Description   |  | of Year              |       | Income               |  | Deductions* |       | of Year
|              |  |                      |       |                      |  |             |       |        
|Allowance for |  |                      |       |                      |  |             |       |         |  |                |       |  |  |   |       | 
|doubtful      |  |                      |       |                      |  |             |       |         |  |                |       |  |  |   |       | 
|receivables   |  |                      |       |                      |  |             |       |         |  |                |       |  |  |   |       | 
|             
|             
|             
|             
|2002          |  | $                    | 1,840 |                      |  | $           | 2,930 |         |  | $              | 2,309 |  |  | $ | 2,461 | 
|2001          |  | $                    | 4,866 |                      |  | $           | 2,479 |         |  | $              | 5,505 |  |  | $ | 1,840 | 
|2000          |  | $                    | 5,834 |                      |  | $           | 1,610 |         |  | $              | 2,578 |  |  | $ | 4,866 | 



---

|* |  | Represents accounts written off against the allowance, net of recoveries.
|- |  | -------------------------------------------------------------------------

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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

|                         |                                                       |                        
|------------------------ | ----------------------------------------------------- | -----------------------
|                         | Electro Rent Corporation                             
|                        
|Dated:  August 23, 2002. | By                                                    | /s/    Daniel Greenberg
|                         | Daniel Greenberg
Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

|                                            |  |                                                   |  |                
|------------------------------------------- |  | ------------------------------------------------- |  | ---------------
|SIGNATURE                                   |  | TITLE                                             |  | DATE           
|                                            |  |                                                   |  |                
|/s/    Daniel Greenberg

Daniel Greenberg   |  | Chairman of the Board and
Chief Executive Officer |  | August 23, 2002
|                                           
|/s/    William Weitzman

William Weitzman   |  | President, Chief Operating Officer and
Director   |  | August 23, 2002
|                                           
|/s/    Craig R. Jones

Craig R. Jones       |  | Chief Financial Officer                           |  | August 23, 2002
|                                           
|/s/    Gerald D. Barrone

Gerald D. Barrone |  | Director                                          |  | August 23, 2002
|                                           
|/s/    Nancy Y. Bekavac

Nancy Y. Bekavac   |  | Director                                          |  | August 23, 2002
|                                           
|/s/    Joseph J. Kearns

Joseph J. Kearns   |  | Director                                          |  | August 23, 2002
|                                           
|/s/    S. Lee Kling

S. Lee Kling           |  | Director                                          |  | August 23, 2002

11