1
                                                                     Exhibit 4.3
           


                      NOTES ISSUED IN THE FOLLOWING AMOUNTS


                                                      
CONNECTICUT GENERAL LIFE INSURANCE COMPANY               $ 8,000,000
CONNECTICUT GENERAL LIFE INSURANCE COMPANY               $ 4,000,000
CONNECTICUT GENERAL LIFE INSURANCE COMPANY               $ 5,000,000
CONNECTICUT GENERAL LIFE INSURANCE COMPANY               $ 3,000,000
ALLSTATE INSURANCE COMPANY                               $ 5,000,000
ALLSTATE LIFE INSURANCE COMPANY                          $ 2,500,000
ALLSTATE LIFE INSURANCE COMPANY                          $ 2,500,000
NATIONWIDE LIFE INSURANCE COMPANY                        $10,000,000



   2

                                MCGRATH RENTCORP

                       6.44% Senior Note due July 15, 2005

No. R-1                                                        July ______, 1998

$8,000,000                                                       PPN 580589 A* 0

         FOR VALUE RECEIVED, the undersigned MCGRATH RENTCORP (herein called the
"Company"), a corporation organized and existing under the laws of the State of
California, hereby promises to pay to CIG & CO., or registered assigns, the
principal sum of EIGHT MILLION DOLLARS ($8,000,000) on July 15, 2005, with
interest (computed on the basis of a 360-day year of twelve 30-day months) (a)
on the unpaid balance thereof at the rate of 6.44% per annum from the date
hereof, payable semiannually, on the fifteenth day of January and July in each
year, commencing with the January 15 or July 15 next succeeding the date hereof,
until the principal hereof shall have become due and payable, and (b) to the
extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreements
referred to below), payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the greater of (1) 8.44% or (2) 2% over the rate of interest publicly
announced by Bank of America from time to time in Chicago, Illinois as its
"reference" rate.

         Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at the principal office of Bank of America in Chicago, Illinois or at
such other place as the Company shall have designated by written notice to the
holder of this Note as provided in the Note Purchase Agreements referred to
below.

         This Note is one of a series of Senior Notes (herein called the
"Notes") issued pursuant to separate Note Purchase Agreements, each dated as of
July 1, 1998 (as from time to time amended, collectively, the "Note Purchase
Agreements"), between the Company and the respective Purchasers named therein
and is entitled to the benefits thereof. Each holder of this Note will be
deemed, by its acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in SECTION 20 of the Note Purchase Agreements and (ii) to
have made the representation set forth in SECTION 6.2 of the Note Purchase
Agreements to the extent provided in SECTION 13.2 of the Note Purchase
Agreements.

         This Note is a registered Note and, as provided in the Note Purchase
Agreements, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

         The Company will make required prepayments of principal on the dates
and in the amounts specified in the Note Purchase Agreements. This Note is also
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreements, but not
otherwise.

         If an Event of Default, as defined in the Note Purchase Agreements,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreements.

   3

         This Note shall be construed and enforced in accordance with, and the
rights and parties shall be governed by, the law of the State of Illinois,
excluding choice-of-law principles of the law of such State which would require
application of the laws of the jurisdiction other than such State.

                                       MCGRATH RENTCORP


                                       By /s/ Delight Saxton
                                          -------------------------------
                                          Its /s/ CFO