Exhibit 31.2
 CERTIFICATION OF CHIEF FINANCIAL OFFICER
  1.
    
    I have reviewed this annual report on Form 10-K 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