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                                                                 Exhibit 10.10.1


                               AMENDMENT NUMBER 1

                                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:

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

             "MONTH OF SERVICE

                  "For purposes of the definition of Units, a Participant shall
                  be credited with a Month of Service for each calendar month
                  during the Plan Year in which the Participant is credited with
                  at least one Hour of Service."

Subsection 14(h): This Subsection is amended by deleting the phrase "after
January 1, 1993" and replacing it with the phrase "on or after January 1, 1993."

Subsection 21(c): This Subsection is amended in its entirety to read as follows:

               "(c)  Minimum Benefits.

                     "With respect to any Plan Year, if as of the relevant
         Determination Date, this Plan is deemed to be a Top Heavy Plan or part
         of a Top Heavy Group, Employer Contributions and Forfeitures for such
         Plan Year for each Participant who is not a Key Employee shall be not
         less than three percent (3%) of each Participant's Total Compensation
         until such time as this Plan is no longer deemed to be top heavy.
         Notwithstanding the foregoing, such percentage for any such Plan Year
         shall not exceed the highest percentage at which Contributions and
         Forfeitures are made for such Plan Year for any Key Employee, as
         determined by dividing the Contribution for such Key Employee by so
         much of such Key Employee's Total Compensation (including any salary
         deferrals) for the Plan Year as does not exceed $200,000 (or $150,000
         for Plan Years beginning on or after January 1, 1994). Elective
         contributions on behalf of Key Employees are taken into account in
         determining the minimum required contribution under Section 416(c)(2).
         However, elective contributions on behalf of Employees other than Key
         Employees may not be treated as Employer contributions for purposes of
         the minimum contribution or benefit requirement of Section 416 of the
         Code.

                     "Amounts paid by the Company under the Federal Insurance
         Contributions Act or under the Social Security Act may not be taken
         into account for purposes of providing the required minimum benefits to
         Participants who are not Key Employees.

                     "For purposes of this Subsection (c), the term
         `Participant' shall refer to any Employee who has not separated from
         service at the end of the Plan Year, including Employees who have
         failed to complete 1,000 Hours of Service, and any Employees who have
         been excluded because their compensation is less than a stated amount
         but who must nevertheless be considered Participants in order to
         satisfy the coverage requirements of Section 410(b) of the Code."

         This Amendment to said Plan shall be effective as of January 1, 1989.

                                        MCGRATH RENTCORP

Date:  July 2, 1996                     By  /s/ DENNIS C. KAKURES
                                            -----------------------------
                                            Dennis C. Kakures, President

(SEAL)                                  By  /s/ DELIGHT SAXTON
                                            -----------------------------
                                            Delight Saxton, Secretary