Exhibit 31.2
 CERTIFICATION OF CHIEF FINANCIAL OFFICER
  1.
    
    I have reviewed this quarterly report on Form 10-Q of RSC Holdings Inc.;2.
    
    Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;3.
    
    Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;4.
    
    The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
 a)
    
    Designed such disclosure controls
and procedures, or caused such
disclosure controls and procedures
to be designed under our
supervision, to ensure that
material information relating to
the registrant, including its
consolidated subsidiaries, is made
known to us by others within those
entities, particularly during the
period in which this report is
being prepared;b)
    
    Designed such internal control over
the financial reporting, or caused
such internal control over
financial reporting to be designed
under our supervision, to provide
reasonable assurance regarding the
reliability of financial reporting
and the preparation of financial
statements for external purposes in
accordance with generally accepted
accounting principles;c)
    
    Evaluated the effectiveness of the
registrants disclosure controls
and procedures and presented in
this report our conclusions about
the effectiveness of the disclosure
controls and procedures, as of the
end of the period covered by this
report based on such evaluation;
andd)
    
    Disclosed in this report any change
in the registrants internal
control over financial reporting
that occurred during the
registrants most recent fiscal
quarter (the registrants fourth
fiscal quarter in the case of an
annual report) that has materially
affected, or is reasonably likely
to materially affect, the
registrants internal control over
financial reporting; and
 5.
    
    The registrants other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent
functions):
 a)
    
    All significant deficiencies and material weaknesses
in the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the registrants ability to record,
process, summarize and report financial information;
andb)
    
    Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrants internal control over
financial reporting.
  /s/ David MathiesonDavid MathiesonSenior Vice President, and
Chief Financial Officer