As Filed with the Securities and Exchange Commission on December 5, 1996
Registration No. 333-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
(Including a Form S-3 Prospectus)(1)
__________________________
Electro Rent Corporation
(Exact name of registrant as specified in its charter)

California 95-2412961
(State or other jurisdiction or (IRS Employer
incorporation or organization) Identification Number)

6060 Sepulveda Boulevard
Van Nuys, California 91411
(Address of Principal Executive Office; Zip Code)

1996 Stock Option Plan
1996 Director Option Plan
(Full Title of the Plans)

Daniel Greenberg
Chief Executive Officer
Electro Rent Corporation
6060 Sepulveda Boulevard
Van Nuys, California 91411
(Name and address of agent for service)
(818) 786-2525
(Telephone number, including area code,
of agent for service)

Copy to:
Harold Easton, Esq.
Easton & Schiff
2029 Century Park East, Suite 2610
Los Angeles, California 90067

CALCULATION OF REGISTRATION FEE

===============================================================================================
Title of Securities Amount Proposed Proposed Amount of
to be to be Maximum Offering Maximum Registration
Registered Registered Price per share Aggregate Offering Price Fee
- -----------------------------------------------------------------------------------------------

Common Stock, 350,000 $23.00(2) $8,050,000 $2,439.40
without par value shares
===============================================================================================

(1) Includes shares covered by Registration Statements Nos. 2-70763 and
33-37693.

(2) Calculated pursuant to Rule 457(c) under the Securities Act of 1933.
2
PROSPECTUS

651,323 SHARES

ELECTRO RENT CORPORATION

COMMON STOCK

(WITHOUT PAR VALUE)
__________________

This Prospectus relates to 651,323 shares of the Common Stock, without
par value, of Electro Rent Corporation (the "Company") which may be offered
from time to time by certain officers and directors of the Company (the
"Selling Shareholders"). The Company will receive no part of the proceeds of
such sales but any amounts received by the Company upon the exercise of
options, pursuant to which the Selling Shareholders may acquire up to 350,000
shares, will be used for working capital. All expenses incurred in connection
with this offering, which expenses are not expected to exceed $7,500 are being
borne by the Company.

The Company has been advised by the Selling Shareholders that they or
their successors may sell all or a portion of the shares offered hereby from
time to time in the over-the-counter market, in privately negotiated
transactions, or otherwise, including sales through or directly to a broker or
brokers. Sales will be at prices and terms then prevailing or at prices
related to the then current market prices or at negotiated prices. In
connection with any sales, any broker or dealer participating in such sales may
be deemed to be an underwriter within the meaning of the Securities Act of
1933. See "Plan of Distribution."

__________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

__________________

The Common Stock of Electro Rent Corporation is traded on Nasdaq
National Market System (Symbol: ELRC). On December 2, 1996, the last sale
price of the Company's Common Stock on Nasdaq National Market System was
$23.00.
3
DOCUMENTS INCORPORATED BY REFERENCE

The following documents heretofore filed by the Company under the
Securities Exchange Act of 1934 with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference.

(1) The Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1996;

(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
August 31, 1996;

(3) The Company's Registration Statement on Form 8-A dated November
12, 1979; and

(4) Amendment Number One to the Company's 1996 Stock Option Plan
dated November 1, 1996.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Prospectus and prior to the termination of the offering of the Common
Stock under this Prospectus shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents,
except as to any portion of any future Annual or Quarterly Report to
Shareholders which is not deemed to be filed under said provisions. Any
statement made in a document incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
such statement is replaced or modified by a statement contained in a
subsequently dated document incorporated by reference or contained in this
Prospectus.

The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of such person, a copy of any or all of the documents referred to above
which have been or may be incorporated in this Prospectus by reference, other
than exhibits to such documents. Written or oral requests for such copies
should be directed to Electro Rent Corporation, 6060 Sepulveda Boulevard, Van
Nuys, California 91411-2512, attention Corporate Secretary, telephone (818)
786-2525.

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4
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports,
proxy statements and other information with the Commission. These reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and the Commission's Regional Offices at 219
South Dearborn Street, Chicago, Illinois 60604 and 75 Park Place, Federal
Plaza, New York, New York 10007. Copies of such materials can also be obtained
from the Public Reference Section of the Commission at Judicial Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

The Company has filed with the Commission in Washington, D.C., a
Registration Statement under the Securities Act of 1933, with respect to the
securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the securities offered
hereby, reference is made to the Registration Statement, including the exhibits
and financial statements and schedules filed therewith or incorporated therein
by reference. Statements contained in this Prospectus as to the contents of
any contract or other document are not necessarily complete, and in each
instance, reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement or incorporated herein by
reference, each statement being qualified in its entirety by such reference.
The Registration Statement, including the exhibits thereto, may be inspected
without charge at the Commission's principal office in Washington, D.C., and
copies of any and all parts thereof may be obtained from such office after
payment of the fees prescribed by the Commission.

The Company was incorporated in California on December 31, 1965. The
Company's offices are located at 6060 Sepulveda Boulevard, Van Nuys, California
91411-2512, and its telephone number is (818) 786-2625.

SELLING SHAREHOLDERS

The following table shows for the Selling Shareholders, (i) the number
and percentage of Common Stock of the Company beneficially

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5
owned by them as of November 30, 1996; (ii) the number of shares covered by
this Prospectus, and (iii) the percentage of ownership if all shares of Common
Stock offered by this Prospectus were sold.

Number of
Number of Shares Shares Beneficially
Position Shares Covered By Owned After Sale
Selling With the Beneficially This ----------------------
Shareholder Company Owned(1) Prospectus(2) Number Percent(3)
----------- ------- ------------- ------------- -------- ----------

Daniel Greenberg Chairman of the Board 2,540,865 142,236 2,398,629 20.07%
and Chief Executive
Officer
William Weitzman President and Chief 461,137 193,500 267,637 2.24%
Operating Officer

Gary B. Phillips Senior Vice President 95,013 94,875 22,638

Steven Markheim Vice President and 67,293 71,250 11,043
Secretary
Craig R. Jones Vice President and 28,138 28,125 13
Chief Financial Officer

Richard E. Bernosky Vice President, 12,792 24,125 1,417
Product Management
Dennis M. Clark Vice President, Sales 7,500 13,125 0
-- Western Region

Thomas A. Curtin Vice President, Sales 8,625 14,250 0
-- Eastern Region

Gerald D. Barrone Director 16,875 17,645 0
Nancy Y. Bekavac Director 15,388 16,132 200

Joseph J. Kearns Director 17,268 17,645 393
Michael R. Peevey Director 2,531 17,645 0

Will Richeson, Jr. Director 1,688 770 1,688

(1) Includes shares underlying options exercisable at November 30, 1996, or
within 60 days thereof.

(2) Includes shares underlying options whether or not exercisable.

(3) If greater than 1%.

The address of each Selling Shareholder is c/o Electro Rent Corporation, 6060
Sepulveda Boulevard, Van Nuys, California 91411-2512.

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6
PLAN OF DISTRIBUTION

The shares may be sold by the Selling Shareholders or by pledgees,
donees, transferees or other successors-in-interest following exercise of the
options held by them. Such sales may be made in the over-the-counter market,
in privately negotiated transactions, or otherwise, at prices and at terms
then-prevailing, at prices related to the then current market price or at
negotiated prices. The shares may be sold by one or more of the following
methods: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of
the block as principal in order to consummate the transaction; (b) a purchase
by a broker or dealer as principal, and the resale by such broker or dealer for
its account pursuant to this Prospectus, including resale to another broker or
dealer; or (c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers. In effecting sales, brokers or dealers engaged by
a Selling Shareholder may arrange for other brokers or dealers to participate.
Any such brokers or dealers will receive commissions or discounts from a
Selling Shareholder in amounts to be negotiated immediately prior to the sale.
Such brokers or dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933.
Any gain realized by such a broker or dealer on the sale of shares which it
purchases as a principal may be deemed to be compensation to the broker or
dealer in addition to any commission paid to the broker by a Selling
Shareholder.

The shares covered by this Prospectus may be sold under Rule 144
instead of under this Prospectus. The Company will not receive any portion of
the proceeds of the shares sold by the Selling Shareholders, but will receive
funds upon the exercise of the options, which funds, if any, will be used for
working capital. There is no assurance that the Selling Shareholders will sell
any or all of the shares of Common Stock available under such options.

The Selling Shareholders have advised the Company that during the time
each is engaged in distribution of Common Stock covered by this Prospectus,
each will comply with Rules 10b-5 and 10b-6 under the Securities Exchange Act
of 1934, and pursuant thereto: (i) will not engage in any stabilization
activity in connection with the Company's securities; (ii) will furnish each
broker through which Common Stock covered by this Prospectus may be offered the
number of copies of this

5
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Prospectus which are required by each broker; and (iii) will not bid for or
purchase any securities of the Company or attempt to induce any person to
purchase any of the Company's securities other than as permitted under the
Securities Exchange Act of 1934. All of the Selling Shareholders are
"affiliated purchasers" of the Company as defined in Rule 10b-6 and have been
further advised that pursuant to Securities Exchange Act Release 34-23611
(September 11, 1986), they must coordinate their sales under this Prospectus
with each other and the Company for purposes of Rule 10b-6.

EXPERTS

The consolidated financial statements of Electro Rent Corporation
incorporated by reference in the Company's Annual Report (Form 10-K) for the
year ended May 31, 1996 have been audited by Arthur Andersen LLP, independent
public accountants, as set forth in their report incorporated therein and
herein by reference. Such financial statements are, and audited financial
statements to be included in subsequently filed documents will be, incorporated
herein in reliance upon the reports of Arthur Andersen LLP pertaining to such
financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such firm as
experts in auditing and accounting.

6
8
No dealer, salesman or other person is authorized to give any information or to
make any representations not contained in this Prospectus in connection with
the offer made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or a
solicitation of any offer to buy the securities offered hereby to any person in
any state or other jurisdiction in which such offer or solicitation would be
unlawful. The delivery of this Prospectus at any time does not imply that
information contained herein is correct as of any time subsequent to its date.

TABLE OF CONTENTS
Page
----
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . 2

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 3

SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . 3

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . 5

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ELECTRO RENT CORPORATION

COMMON STOCK

-----------------------------

PROSPECTUS

-----------------------------

December 2, 1996
9

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) Prospectus

The documents containing the information specified in this Part I will
be sent or given to participants in the Stock Option Plan as specified by Rule
428(b)(1). Pursuant to the instructions for Form S-8, such documents need not
be filed with the Commission either as part of the registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents
and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended. See Rule 428(a)(1).

I-1
10

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The Registrant hereby incorporates by reference in this
registration statement (the "Registration Statement") the following documents
filed with the Securities and Exchange Commission (the "Commission") by the
Registrant pursuant to the Securities Act of 1933, as amended:

(a) The Registrant's Form 10-K for the fiscal year ended May 31,
1996;

(b) The Registrant's Form 10-Q for the quarter ended August 31,
1996; and

All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein by the
Registrant and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein by the Registrant shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

II-1
11

Item 6. Indemnification of Directors and Officers

(A) Article V of the Restated Articles of Incorporation of the
Company provides:

"(a) The liability of the directors of the corporation for
monetary damages shall be eliminated to the fullest extent permissible
under California law.

"(b) The corporation is authorized to provide
indemnification of agents (as defined in Section 317 of the California
Corporations Code) through bylaw provisions, agreements with agents,
votes of shareholders or disinterested directors or otherwise, in
excess of the indemnification otherwise permitted by Section 317 of
the California Corporations Code, subject only to the applicable
limits set forth in Section 204 of the California Corporations Code
with respect to actions for breach of duty to the corporation and its
shareholders."

(B) Section 317 of the California Corporations Code provides as
follows:

Section 317. Indemnification of agent of corporation in
proceedings or actions.

(a) For the purposes of this section, "agent"
means any person who is or was a director, officer, employee or other agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, or was a
director, officer, employee or agent of a foreign or domestic corporation which
was a predecessor corporation of the corporation or of another enterprise at
the request of the predecessor corporation; "proceeding" means any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative; and "expenses" includes without limitation
attorneys' fees and any expenses of establishing a right to indemnification
under subdivision (d) or paragraph (4) of subdivision (e).

II-2
12

(b) A corporation shall have power to indemnify
any person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of the corporation to
procure a judgment in its favor) by reason of the fact that the person is or
was an agent of the corporation, against expenses, judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with the proceeding if that person acted in good faith and in a manner the
person reasonably believed to be in the best interests of the corporation and,
in the case of a criminal proceeding, had no reasonable cause to believe the
conduct of the person was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to
be in the best interests of the corporation or that the person had reasonable
cause to believe that the person's conduct was unlawful.

(c) A corporation shall have power to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that the person is or
was an agent of the corporation, against expenses actually and reasonably
incurred by that person in connection with the defense or settlement of the
action if the person acted in good faith, in a manner the person believed to be
in the best interests of the corporation and its shareholders.

No indemnification shall be made under this subdivision for
any of the following:

(1) In respect of any claim, issue or matter as to
which the person shall have been adjudged to be liable to the corporation in
the performance of that person's duty to the corporation and its shareholders,
unless and only to the extent that the court in which the proceeding is or was
pending shall determine upon application that, in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for
expenses and then only to the extent that the court shall determine.

(2) Of amounts paid in settling or otherwise
disposing of a pending action without court approval.

(3) Of expenses incurred in defending a pending
action which is settled or otherwise disposed of without court approval.

II-3
13

(d) To the extent that an agent of a corporation has been
successful on the merits in defense of any proceeding referred to in
subdivision (b) or (c) or in defense of any claim, issue, or matter therein,
the agent shall be indemnified against expenses actually and reasonably
incurred by the agent in connection therewith.

(e) Except as provided in subdivision (d), any
indemnification under this section shall be made by the corporation only if
authorized in the specific case, upon a determination that indemnification of
the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in subdivision (b) or (c), by any of
the following:

(1) A majority vote of a quorum consisting of
directors who are not parties to such proceeding.

(2) If such a quorum of directors is not
obtainable, by independent legal counsel in a written opinion.

(3) Approval of the shareholders (Section 153),
with the shares owned by the person to be indemnified not being entitled to
vote thereon.

(4) The court in which the proceeding is or was
pending upon application made by the corporation or the agent or the attorney
or other person rendering services in connection with the defense, whether or
not the application by the agent, attorney or other person is opposed by the
corporation.

(f) Expenses incurred in defending any proceeding may be
advanced by the corporation prior to the final disposition of the proceeding
upon receipt of an undertaking by or on behalf of the agent to repay that
amount if it shall be determined ultimately that the agent is not entitled to
be indemnified as authorized in this section. The provisions of subdivision
(a) of Section 315 do not apply to advances made pursuant to this subdivision.

(g) The indemnification authorized by this section shall not
be deemed exclusive of any additional rights to indemnification for breach of
duty to the corporation and its shareholders while acting in the capacity of a
director or officer of the corporation to the extent the additional rights to
indemnification are authorized in an article provision adopted pursuant to
paragraph (11) of subdivision (a) of Section 204. The indemnification provided
by this section for acts, omissions, or transactions while acting in the
capacity of, or while

II-4
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serving as, a director or officer of the corporation but not involving breach
of duty to the corporation and its shareholders shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled
under any bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, to the extent the additional rights to indemnification are
authorized in the articles of the corporation. An article provision
authorizing indemnification "in excess of that otherwise permitted by Section
317" or "to the fullest extent permissible under California law" or the
substantial equivalent thereof shall be construed to be both a provision for
additional indemnification for breach of duty to the corporation and its
shareholders as referred to in, and with the limitations required by, paragraph
(11) of subdivision (a) of Section 204 and a provision for additional
indemnification as referred to in the second sentence of this subdivision. The
rights to indemnity hereunder shall continue as to a person who has ceased to
be a director, officer, employee, or agent and shall inure to the benefit of
the heirs, executors, and administrators of the person. Nothing contained in
this section shall affect any right to indemnification to which persons other
than the directors and officers may be entitled by contract or otherwise.

(h) No indemnification or advance shall be made under this
section, except as provided in subdivision (d) or paragraph (4) of subdivision
(e), in any circumstances where it appears:

(1) That it would be inconsistent with a provision
of the articles, bylaws, a resolution of the shareholders, or an agreement in
effect at the time of the accrual of the alleged cause of action asserted in
the proceeding in which the expenses were incurred or other amounts were paid,
which prohibits or otherwise limits indemnification.

(2) That it would be inconsistent with any
condition expressly imposed by a court in approving a settlement.

(i) A corporation shall have power to purchase and maintain
insurance on behalf of any agent of the corporation against any liability
asserted against or incurred by the agent in that capacity or arising out of
the agent's status as such whether or not the corporation would have the power
to indemnify the agent against that liability under this section. The fact that
a corporation owns all or a portion of the shares of the company issuing a
policy of insurance shall not render this subdivision inapplicable if either
of the following conditions are satisfied: (1) if the articles authorize
indemnification in excess of that authorized in this section and the
insurance provided by this subdivision is limited as indemnification is
required to be

II-5
15

limited by paragraph (11) of subdivision (a) of Section 204; or (2)(A) the
company issuing the insurance policy is organized, licensed, and operated in a
manner that complies with the insurance laws and regulations applicable to its
jurisdiction of organization, (B) the company issuing the policy provides
procedures for processing claims that do not permit that company to be subject
to the direct control of the corporation that purchased that policy, and (C)
the policy issued provides for some manner of risk sharing between the issuer
and purchaser of the policy, on one hand, and some unaffiliated person or
persons, on the other, such as by providing for more than one unaffiliated
owner of the company issuing the policy or by providing that a portion of the
coverage furnished will be obtained from some unaffiliated insurer or
reinsurer.

(j) This section does not apply to any proceeding against any
trustee, investment manager, or other fiduciary of an employee benefit plan in
that person's capacity as such, even though the person may also be an agent, as
defined in subdivision (a), of the employer corporation. A corporation shall
have power to indemnify such a trustee, investment manager, or other fiduciary
to the extent permitted by subdivision (f) of Section 207.

(C) Section 16 of ARTICLE III of the Company's bylaws contains
provisions authorized by Section 317 of the California Corporations Code.

(D) The Registrant purchases directors' and officers' liability
insurance policies insuring Registrant's directors and officers.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

5. Opinion as to legality of securities being registered.

10. Amendment Number One to 1996 Stock Option Plan.

23. Consent of independent public accountants (Arthur Andersen LLP).

Item 9. Undertakings

The Registrant hereby undertakes:

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16

(a)(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement.

(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;

(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the

II-7
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offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Los Angeles, State of California, on the 2nd
day of December , 1996.

ELECTRO RENT CORPORATION

By /s/ Daniel Greenberg
--------------------------------
Daniel Greenberg
Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints
Daniel Greenberg and/or William Weitzman his true and lawful attorney-in-fact
and agent, acting alone or together, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, any amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, each acting alone or together, full powers and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all said attorney-in-fact and agent, acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant in the capacities and on the dates indicated.

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19

Signature Capacity Date
--------- -------- ----

/s/ Daniel Greenberg Chief Executive Officer December 2, 1996
- ------------------------- and Chairman of the Board
Daniel Greenberg

/s/ William Weitzman President, Chief Operating December 2, 1996
- ------------------------- Officer and Director
William Weitzman

/s/ Craig R. Jones Chief Financial Officer December 2, 1996
- ------------------------- (Principal Accounting
Craig R. Jones Officer)

/s/ Gerald D. Barrone Director December 2, 1996
- -------------------------
Gerald D. Barrone

/s/ Nancy Y. Bekavac Director December 2, 1996
- -------------------------
Nancy Y. Bekavac

/s/ Joseph J. Kearns Director December 2, 1996
- -------------------------
Joseph J. Kearns

/s/ Michael R. Peevey Director December 2, 1996
- -------------------------
Michael R. Peevey

/s/ Will Richeson, Jr. Director December 2, 1996
- -------------------------
Will Richeson, Jr.

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20

INDEX TO EXHIBITS

Exhibit
Number Description
- ------- -----------

5 Opinion as to legality of securities being registered

10 Amendment Number One to 1996 Stock Option Plan

23 Consent of independent public accountants (Arthur Andersen LLP)

II-11