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                                 Exhibit 10.10.2

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                               AMENDMENT NUMBER 2

                                McGRATH RENTCORP

                          EMPLOYEE STOCK OWNERSHIP PLAN

         Pursuant to and in accordance with the provisions of Section 19 of the
McGrath RentCorp Employee Stock Ownership Plan, the Board of Directors of
McGrath RentCorp does hereby amend said Plan as follows:

Subsection 1(b): The first sentence of this Subsection is amended to read as
follows:

                     "This Plan, originally effective as of January 1, 1985, is
         amended effective as of January 1, 2000 (except that provisions which
         are required to be effective before this date in accordance with the
         Uruguay Round Agreements Act (GATT), the Uniformed Services Employment
         and Reemployment Rights Act of 1994 (USERRA), the Small Business Job
         Protection Act of 1996 (SBJPA) (including those changes that are first
         effective in plan years beginning after December 31, 1998), the
         Taxpayer Relief Act of 1997 (TRA'97) (collectively `GUST'), the
         Restructuring & Reform Act of 1998 (RRA'98) and the Community Renewal
         Tax Relief Act of 2000 (CRA), are hereby generally applicable to the
         Plan Years beginning after December 31, 1996, unless an earlier or
         later effective date is required pursuant to a statute or Treasury
         Regulation or as stated in the Plan document)."

Section 2:   The definition of the term "AFFILIATED COMPANY" is amended by
adding the following sentence to the end of this definition:

             "For purposes of Code Section 415 limits, the definition of
             Affiliated Company shall be expanded in accordance with Code
             Section 415(h)."

Section 2:   The definition of the term "ANNUAL ADDITIONS" is amended by adding
the following sentence to the end of this definition:

             "For purposes of Code Section 415 limits, the definition of Annual
             Additions shall be expanded in accordance with Code Section
             415(h)."

Section 2:   The definition of "COVERED COMPENSATION" is amended by adding the
following to the end of this definition:

             "Effective for Plan Years beginning after December 31, 1996, the
             Plan is amended to delete the provision of family aggregation as
             described in Section 401(a)(17)(A) of the Code which requires
             certain Plan Participants, the spouse of such Participant, and any
             lineal descendants who have not attained age nineteen (19) before
             the close of the Plan Year to be treated as a single Participant
             for purposes of applying the limitation on compensation for a Plan
             Year."

Section 2:   The definition of "EFFECTIVE DATE" is amended to read as follows:

       "EFFECTIVE DATE

             "This Plan, originally effective as of January 1, 1985, is amended
             effective as of January 1, 2000 (except that provisions which are
             required to be effective before this date in accordance with the
             Uruguay Round Agreements Act (GATT), the Uniformed Services
             Employment and Reemployment Rights Act of 1994 (USERRA), those
             provisions of the Small Business Job Protection Act of 1996 (SBJPA)
             (including those changes that are first effective in plan years
             beginning after December 31, 1998), the Taxpayer Relief Act of 1997
             (TRA'97) (collectively `GUST'), the Restructuring & Reform Act of
             1998 (RRA'98) and the Community Renewal Tax Relief Act of 2000
             (CRA), are hereby generally applicable to the Plan Years beginning
             after December 31, 1996, unless an earlier or later effective date
             is required pursuant to a statute or Treasury Regulation or as
             stated in the Plan document)."

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Section 2:   This Section is amended to add the following definition:

         "ELIGIBILITY COMPUTATION PERIOD

             "To determine Years of Service and Breaks in Service for purposes
             of eligibility, the initial 12-month period shall commence on the
             date the Employee first performs an Hour of Service for the
             Company. The second 12-month period shall be the Plan Year which
             commences prior to the end of the initial 12-month period,
             regardless of whether the Employee is entitled to be credited with
             1,000 Hours of Service during the initial eligibility computation
             period. An Employee who is credited with 1,000 Hours of Service in
             both the initial eligibility computation period and the first Plan
             Year which commences prior to the first anniversary of the
             Employee's initial eligibility computation period will be credited
             with two Years of Service for purposes of eligibility to
             participate. All subsequent computation periods will continue to be
             determined on the Plan Year."

Section 2:   Effective for all Plan Years beginning after December 31, 1999, the
definition of "ELIGIBLE ROLLOVER DISTRIBUTION" is amended to read as follows:

         "ELIGIBLE ROLLOVER DISTRIBUTION

             "Any distribution of all or any portion of the balance to the
             credit of the Distributee, except that an Eligible Rollover
             Distribution does not include: any hardship distribution described
             in Section 401(k)(2)(B)(i)(IV), any distribution that is one of a
             series of substantially equal periodic payments (not less
             frequently than annually) made for the life (or life expectancy) of
             the Distributee or the joint lives (or joint life expectancies) of
             the Distributee and the Distributee's designated Beneficiary, or
             for a specified period of ten (10) years or more; any distribution
             to the extent such distribution is required under Section 401(a)(9)
             of the Code; and the portion of any distribution that is not
             includible in gross income (determined without regard to the
             exclusion for net unrealized appreciation with respect to Employer
             Securities)."

Section 2:   The definition of "HIGHLY COMPENSATED EMPLOYEE" is amended to read
as follows:

         "HIGHLY COMPENSATED EMPLOYEE

             "Effective for Plan Years beginning after December 31, 1996, the
             term `Highly Compensated Employee' shall mean: (a) a Highly
             Compensated Former Employee of the Company as well as (b) a Highly
             Compensated Current Employee. The term `Highly Compensated Current
             Employee' shall mean any Employee who:

             "(A)  was a five percent (5%) owner at any time during the year or
                   the preceding year, or

             "(B)  for the preceding year, had Total Compensation from the
                   Company and/or from an Affiliated Company in excess of
                   eighty thousand dollars ($80,000) (indexed at such time and
                   in such manner as the Secretary of the Treasury may
                   provide), and was in the top-paid group of Employees (i.e.,
                   was among the top twenty percent (20%) of Employees in
                   compensation) for such preceding year.

             "For purposes of determining whether an employee is a Highly
             Compensated Employee for the Plan Year beginning in 1997, these
             changes are to be treated as having been in effect for the Plan
             Year beginning in 1996.

             "The determination of who is a Highly Compensated Employee,
             including the determination of the number and identity of Employees
             in the top-paid group, will be made in accordance with the
             provisions of Section 414(q) of the Code and the regulations
             thereunder.

             "A former employee shall be treated as a `Highly Compensated Former
             Employee' if such employee was a Highly Compensated Employee when
             he separated from service or was a Highly Compensated Employee at
             any time after attaining age fifty-five (55)."

Section 2:   The definition of "HOUR OF SERVICE" is amended by restating the
first sentence in subsection (f) thereof to read as follows:

                 "For purposes of determining whether a Participant has incurred
             a one-year Break in Service, a Participant will be credited with
             Hours of Service for (i) a leave of absence covered by the Family
             and Medical Leave Act of 1993, effective as of August 5, 1993, or
             (ii) certain periods of absence from work by reason of the
             Participant's pregnancy, the birth of a Participant's child, the
             adoption of a Participant's child, or caring for a Participant's
             child during the period immediately following the birth or adoption
             of such child."

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Section 2:   Effective for all Plan Years beginning on or after January 1, 1997,
the definition of "LEASED EMPLOYEE" is amended to read as follows:

         "LEASED EMPLOYEE

             "Any person (other than an Employee of the Company) who pursuant to
             an agreement between the Company and any other person ("leasing
             organization") has performed services for the Company (or for the
             Company and related persons determined in accordance with Section
             414(n)(6) of the Code) on a substantially full-time basis for a
             period of at least one (1) year, and such services are performed
             under primary direction or control by the Company. Contributions or
             benefits provided a Leased Employee by the leasing organization
             which are attributable to services performed for the Company shall
             be treated as provided by the Company."

Section 2:   Paragraph (a)(1) of the definition of "TOTAL COMPENSATION" is
amended by adding the following paragraph to the end of paragraph (a)(1):

             "Effective for all Plan Years beginning on or after December 31,
         1997, Total Compensation also includes Code Section 132(f) elective
         reductions, elective deferrals to Section 401(k) plans and similar
         arrangements (for example, Employer contributions under a salary
         reduction arrangement to purchase a Code Section 403(b) annuity);
         elective contributions to Code Section 457 nonqualified deferred
         compensation plans; and salary reductions made to a cafeteria plan.

Section 3:   The first paragraph of this Section is amended to read as follows:

             "Each Employee shall become a Participant in the Plan from and
         after the Entry Date coinciding with or next following the date on
         which the Employee has completed a Year of Service, measured during the
         Eligibility Computation Period, provided the Employee has attained age
         21."

Subsection 4(a)    The second paragraph of this Subsection is deleted.

Section 4:   This Section is amended by adding the following new Subsection (e)
to the end of this Section:

             "(e)  Uniformed Services Participants.

                   "Notwithstanding the foregoing, effective as of December 12,
         1994, participation in the allocation of Employer Contributions and
         Forfeitures with respect to a Participant's qualified military service
         will be provided in accordance with Section 414(u) of the Code."

Subsection 11(b)(1):  The first paragraph of this Subsection is amended to read
as follows:

             "The total Annual Additions to a Participant's Accounts for any
Limitation Year shall not exceed the lesser of:

                   "(A)  twenty-five percent (25%) of a Participant's Total
                         Compensation; or

                   "(B)  thirty thousand dollars ($30,000), as may be increased
                         pursuant to Section 415(c)(1)(A) of the Code."

         This Subsection is further amended for Plan Years beginning on or after
January 1, 2000 by adding the following to the end of this Subsection:

                "The Annual Additions under Section 11(b) with respect to
         Employer Securities released from the Suspense Account (by reason of
         Employer Contributions used for payments on a Securities Acquisition
         Loan) and allocated to Participants' Company Stock Accounts shall be
         based upon the lesser of (A) the amount of such Employer Contributions,
         or (B) the fair market value of such Employer Securities (determined by
         an Independent Appraiser) as of the Allocation Date. Annual Additions
         shall not include any allocation attributable to proceeds from the sale
         of Employer Securities by the Trust or to appreciation (realized or
         unrealized) in the fair market value of Company Stock."

Subsection 11(b)(3):  This Subsection is amended by adding the following to the
end of this Subsection:

                "Effective for all Limitation Years beginning after December 31,
         1999, the combined plan limit is repealed, and therefore, this
         Subsection 11(b)(3) is deleted from the Plan."

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Subsection 13(a): The first sentence of this Subsection is amended to read as
follows:

                  "The vesting of a Participant's Plan Benefit will be based
         upon Years of Service, as defined in Section 2, in accordance with the
         following vesting schedule:"

Subsection 13(c)(3):  This Subsection is amended to read as follows:

                  "(3) If a Participant receives a `cash-out distribution' (as
         defined below), such Participant shall incur a Forfeiture immediately
         upon receipt of the `cash-out distribution.' The nonvested balance of
         the Participant's Accounts shall be allocated as a Forfeiture as of the
         Anniversary Date coinciding with or following the date such Participant
         incurred a one-year Break in Service or received the cash-out
         distribution, whichever is later."

Subsection 13(d): The last paragraph of this Subsection is amended to read as
follows:

                  "A terminated Participant who is zero percent (0%) vested
shall be deemed to have received a cash-out distribution as of the day on which
the Participant separates from service with the Employer. For purposes of
applying the restoration provisions of this Paragraph, the Committee will treat
a zero percent (0%) vested Participant as repaying the Participant's cash-out
distribution on the first day of reemployment with the Employer."

Subsection 14(c): This Subsection is deleted in its entirety and replaced with
the following:

                  "If a Participant dies before distribution of the
         Participant's Plan Benefit has commenced, such Participant's entire
         Plan Benefit shall be distributed in accordance with Subsection 15(b)
         within five (5) years of the date of the Participant's death.

                  "If a Participant dies after the distribution of the Plan
         Benefit has commenced, the remaining portion of the Plan Benefit shall
         be distributed (in accordance with Subsection 15(b)) at least as
         rapidly as under the method being used at the date of the Participant's
         death."

Subsection 14(e): The first sentence of this Subsection is amended to read as
follows:

                  "Effective for all Plan Years beginning on or after August 5,
         1997, if the present value of a Participant's Plan Benefit (determined
         in accordance with Section 411(a)(11)(B) of the Code) has ever exceeded
         five thousand dollars ($5,000) (or for distributions made on or after
         October 17, 2000, if the value of the Plan Benefit exceeds five
         thousand dollars ($5,000) at the time of the distribution), any
         distribution prior to the later of age sixty-two (62) or the
         Participant's Normal Retirement Date may be made only with the written
         consent of the Participant."

Subsection 14(f): This Subsection is deleted in its entirety and replaced with
the following:

                  "(f) Required Commencement of Benefit Distribution.

                       "(1) Distribution of a Participant's Plan Benefit shall
         commence not later than sixty (60) days after the Anniversary Date
         coinciding with or next following the latest of (1) the Participant's
         Retirement, (2) the tenth (10th) anniversary of the date the
         Participant became a Participant, or (3) the Participant's separation
         from service. If the amount of a Participant's Plan Benefit cannot be
         determined (by the Committee) by the date on which a distribution is to
         commence, or the Participant cannot be located, distribution of the
         Participant's Plan Benefit shall commence within sixty (60) days after
         the date on which the Participant's Plan Benefit can be determined or
         after the date on which the Committee locates the Participant.

                       "(2) The distribution of the Plan Benefit of any
         Participant who attains age seventy and one-half (70 1/2) in a calendar
         year and either (1) has terminated or (2) is a five percent (5%) owner
         (as defined in Section 416(i)(1)(B)(i) of the Code) must commence not
         later than April 1 of the next calendar year and must be made in
         accordance with the regulations under Section 401(a)(9) of the Code,
         including Section 1.401(a)(9)-2. Effective as of January 1, 1989, the
         distribution of the Plan Benefit of any Participant who attains age
         seventy and one-half (70 1/2) in a calendar year must commence not
         later than April 1 of the next calendar year (even if the Participant
         has not terminated) and must be made in accordance with the regulations
         under Section 401(a)(9) of the Code, including Section 1.401(a)(9)-2.

                         "Effective for all Plan Years beginning on or after
         January 1, 1998, except in the case of a five percent (5%) owner (as
         defined in Section 416(i)(1)(B)(i) of the Code), distributions shall
         commence in accordance with Subsection 14(f)(2) unless the Participant
         elects otherwise. In the event a Participant elects not to receive the
         distributions, or in the case of a Participant (other than a five
         percent (5%) owner) who has begun receiving distributions in accordance
         with this Subsection who elects to cease receiving such distributions,
         the distributions shall commence (or recommence) no

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         later than April 1 of the calendar year following the calendar year in
         which the Participant separates from service with the Employer."

Subsection 14(g): This Subsection is amended to read as follows:

                  "Any part of your Company Stock Account and Other Investments
         Account which is retained in the Trust after the Anniversary Date
         coinciding with or immediately following the date on which you
         terminate employment shall, as soon as possible after such Anniversary
         Date, be segregated and invested in assets of the trust other than
         Company Stock. However, except in the case of reemployment, none of
         your Accounts will be credited with any further Employer Contributions
         or Forfeitures. The undistributed Account under this Article is for
         reporting purposes only. Your undistributed Account will be treated for
         all other purposes as an Other Investments Account, except that such
         Account will not invest in the Plan's Company Stock Fund.

Section 17(a):    The first paragraph in this Section is deleted and replaced by
the following:

                  "(a)  Diversification of Investments.

                       "Within ninety (90) days after the close of each Plan
         Year in the Qualified Election Period, each Qualified Participant shall
         be permitted to direct the Plan as to the investment of not more than
         twenty-five percent (25%) of the shares of Employer Securities
         allocated to the Participant's Company Stock Account attributable to
         Employer Securities which were acquired by the Plan after December 31,
         1986 (including shares that the Qualified Participant previously
         elected to diversify pursuant to this Subsection), less the number of
         shares previously diversified pursuant to such Participant's election
         under this Subsection. In the case of the sixth (6th) year of the
         Qualified Election Period, the preceding sentence shall be applied by
         substituting "fifty percent (50%)" for "twenty-five percent (25%)." The
         Participant's direction shall be completed no later than ninety (90)
         days after the close of the ninety (90) day election period."

Subsection 19(c): This Subsection is deleted in its entirety and replaced with
the following:

                  "(c)  Termination, Partial Termination or Complete
Discontinuance of Contributions.

                       "Although the Company has established the Plan with the
         bona fide intention and expectation that it will be able to make
         contributions indefinitely, nevertheless, the Company shall not be
         under any obligation or liability to continue its contributions or to
         maintain the Plan for any given length of time. The Company may in its
         sole discretion discontinue such contributions or terminate the Plan in
         whole or in part in accordance with its provisions at any time without
         any liability for such discontinuance or termination. In the event of a
         termination or complete discontinuance of contribution, if the Plan is
         not replaced by a comparable plan qualified under Section 401(a) of the
         Code, then the Accounts of all Participants affected by the termination
         or discontinuance of contributions will become nonforfeitable. In the
         event of a partial termination, the Accounts of all Participants
         affected by the partial termination will become nonforfeitable. After
         termination of the Plan, the Committee and the Trust will continue
         until the Plan Benefit of each Participant has been distributed. After
         termination of the Plan, the Trust will be maintained until the Plan
         Benefits of all Participants have been distributed. Plan Benefits may
         be distributed following termination of the Plan or distributions may
         be deferred and distributed as provided in Section 14, as the Company
         shall determine. If Plan Benefits will be distributed after the Plan is
         terminated, the distribution may be delayed until IRS approval is
         received. In the event that Company Stock is sold in connection with
         the termination of the Plan or the amendment of the Plan to become a
         qualified employee plan that is not a stock bonus plan, all Plan
         Benefits will be distributed in cash."

Subsection 20(d): This Subsection is amended by adding the following sentence to
the end of this Subsection:

         "Notwithstanding anything in Subsection 20(d) to the contrary, in
         accordance with the provisions of Code Section 401(a)(13) as amended by
         the Taxpayers Relief Act of 1997, Plan Benefits may be reduced to
         satisfy a Participant's liability to the Plan due to: the Participant's
         conviction of a crime involving the Plan; a judgment, consent order, or
         decree in an action for violation of fiduciary standards; or a
         settlement involving the Department of Labor or the Pension Benefits
         Guarantee Corporation."

Subsection 21(d): This Subsection is amended by adding the following sentence at
the end of the Subsection:

         "The foregoing provisions of this Subsection 21(d) shall only be
         applicable to Limitation Years beginning before December 31, 1999."

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         Except as otherwise noted, this Amendment to said Plan shall be
effective as of January 1, 2000.

                                           McGRATH RENTCORP

Date:  October 16, 2001                    By  /s/ DENNIS C. KAKURES
                                               -------------------------------
                                               Dennis C. Kakures, President

(SEAL)                                     By  /s/ RANDLE F. ROSE
                                               -------------------------------
                                               Randle F. Rose, Secretary