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                                                                   EXHIBIT 4.1.2

                      SECOND AMENDMENT TO CREDIT AGREEMENT

     THIS SECOND AMENDMENT TO CREDIT AGREEMENT ("Amendment") dated as of 3rd day
of March, 1998, is entered into by and among McGRATH RENTCORP, a California
corporation, as "Borrower," the banks listed on the signature pages hereof
(individually a "Bank" and collectively "Banks"), and UNION BANK OF CALIFORNIA,
NATIONAL ASSOCIATION, as agent for Banks (in such capacity, "Agent").

                                    RECITALS

A.   Pursuant to that certain Credit Agreement dated as of July 10, 1997, as
     amended from time to time ("Agreement"), among Borrower, the Banks and
     Agent, credit facilities have been made available to Borrower in a maximum
     aggregate principal amount of $50,000,000, consisting of a Basic Commitment
     Amount of $40,000,000 and a Reserve Commitment Amount of $40,000,000.
 
B.   Borrower has requested that the Agent and the Banks amend the Agreement as
     set forth below. The Agent and the Bank's are willing to effect such an
     amendment upon the terms and subject to the conditions set forth below.

NOW, THEREFORE, the parties hereto agree as follows:

1.   Unless otherwise defined herein, capitalized terms used in this Amendment
shall have the respective meanings given to those terms in the Agreement.

2.   Section 7.12(b) of the Agreement is hereby deleted and replaced with the
following:

     "(b)  at all times a ratio of Liabilities to Tangible Net Worth for
Borrower (on a consolidated basis with Affiliates) at all times of not more
than three to one (3 to 1);"

3.   Borrower hereby represents and warrants to the Agent and the Banks as
follows:

     a.   Each of the representations and warranties set forth in Article 6 of
          the Agreement is true and correct on the date hereof and, after giving
          effect to the amendments effected hereby on the Effective Date, will
          be true and correct on the Effective Date; and

     b.   No Default or Event of Default has occurred and is continuing or
          exists under the Agreement on the date hereof and, after giving effect
          to the amendments effected hereby on the Effective Date, No Default or
          Event of Default will have occurred and be continuing or will exist
          under the Agreement on the Effective Date.

4.   The amendment set forth in Section 2 above shall become effective on March
4, 1998 (the "Effective Date"), subject to receipt by the Agent on or prior to
the Effective Date of counterparts of this Amendment, duly executed by
Borrower, the Agent and each of the Banks.

5.   On and after the Effective Date, all references in the Agreement or other
Loan Documents to the Agreement shall mean the Agreement as amended hereby, and
the term "Loan Documents" shall include this Amendment. Except as specifically
provided herein, all terms and conditions of the Agreement remain in full force
and effect, without waiver or modification, and this Amendment and the
Agreement shall be read together as one document.

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6.   This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute on and the same agreement. This Agreement shall be governed
by, and be construed in accordance with, the laws of the state of California.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by as of the date and year first written above.


BORROWER:

McGRATH RENTCORP


By: __________________ 
  Its: _______________


BANKS:

UNION BANK OF CALIFORNIA,
NATIONAL ASSOCIATION,
individually and as Agent

By: __________________ 
  Its: _______________


FLEET BANK, N.A.

By: __________________ 
  Its: _______________


BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION

By: __________________ 
  Its: _______________

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