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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 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.

        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, 2002, 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;

        -       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 24,774,734 shares outstanding as of May 31, 2002, we are
authorized to issue up to 2,167,500 shares of Common Stock upon exercise of
stock options issued under our Stock Option Plans. We cannot predict the



                               Exhibit 99(A) - 1
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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 and Marketing Expenditures. We
try to base expenditures for equipment purchases, sales and marketing and other
items on our expectations of future customer demand. If our assumptions prove to
be wrong, and our revenues fall short of our expectations, we may not be able to
adjust our expenditures quickly enough to compensate for a lower revenue base.
This could compound the impact of any revenue shortfall and further affect our
operating results and the price of our stock.

        Seasonal and Quarterly Fluctuations. 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 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.



                               Exhibit 99(A) - 2
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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 personal computers. Our operating results will depend to
a significant extent on our ability to continue to introduce new services 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 INTERNET AND THE COMMUNICATIONS INDUSTRIES

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

        The emergence of Internet consulting services and facilities-based
broadband communications companies, internet service providers and other
telecommunications carriers, referred to as the "communications industry" and
the growth of broadband networks has provided us with customers who often find
it more attractive to rent or lease electronic equipment than to own that
equipment. However, many of our customers in these industries have accumulated
net deficits and have liquidity issues. To the extent that these companies are
unable to meet their business plans or unable to obtain funding at reasonable
rates to complete their business plans, 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 affect.

        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:




                               Exhibit 99(A) - 3
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        -       Technology Rentals & Services, a division of CIT Group;

        -       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 CHANGING ECONOMIC CONDITIONS

        General domestic and international economic conditions could have a
material adverse effect on our operating results and stock price.

        Domestic and/or International Economic Downturns. Historically, our
customers have reduced their expenditures for electronic equipment during
economic downturns. When the domestic and/or international economy weakens,
demand for our services may decline. This could have a material adverse effect
on our operating results and stock price.

        Industry-Specific Slowdowns. A large part of our equipment portfolio is
rented or leased to customers in the aerospace, defense, electronics and
telecommunications industries. If one or more of these industries experiences a
slowdown, it could have a material adverse effect on our operating results and
stock price.

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. These contacts are generally priced in Canadian dollars. 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. 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.

        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.



                               Exhibit 99(A) - 4
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        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 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, our business and stock price may be
materially and adversely affected. Additionally, 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.

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 President,
William Weitzman, 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
is 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

        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 18%
of our Common Stock. Mr. Greenberg, Electro Rent's Chairman and Chief Executive
Officer, beneficially owns approximately 17% of Electro Rent's outstanding
shares of Common Stock. Consequently, our officers and directors, and Mr.
Greenberg in particular, 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. We could decide to pursue one or more of these
opportunities by acquisition or internal development. Acquisitions and new
business ventures 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.



                               Exhibit 99(A) - 5
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        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. Although we have implemented new business ventures, those ventures have
not always been successful, and we may not succeed in the future. 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.

        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. However, while we currently have the
ability to draw on our revolving credit line, we currently have outstanding no
borrowings under this credit facility. In the past we have attempted to reduce
this risk by utilizing derivative financial instruments, namely interest rate
caps and swaps, pursuant to past practices, and we may enter into derivative
financial instruments in the future to hedge our exposure to interest rate
fluctuations.

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 stockholders.




                               Exhibit 99(A) - 6