<PAGE>     1

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 10-Q

	(Mark One)

	[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) 
          	OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended:  	June 30, 1997
                                   -------------
                                      OR

	[   ]    	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(D)
    	 	    OF THE SECURITIES EXCHANGE ACT of 1934

For the transition period from_______	to________ 		

Commission File Number 	0-22026		
                       --------
   
                              RENT-WAY, INC.
                              --------------
          	(Exact name of registrant as specified in its charter)

		Pennsylvania	 			                                 25-1407782		
--------------                                      ----------
	(State or other jurisdiction of incorporation)	 (I.R.S. Employer 
                                                  Identification No.)
	

                3230 West Lake Road, Erie, Pennsylvania  16505 	
                ----------------------------------------------
                 		(Address of principal executive offices) 	

                              (814) 836-0618	
                              --------------
                     (Registrant's telephone number)
			

     Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter 
period that the registrant was required to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days.

Yes		X		No											
    ---    ---

     Indicate the number of shares outstanding of each of the issuer's 
classes of common stock, as of the latest practicable date.

  		Class	                                   	Outstanding as of June 30, 1997
 ------------                                 -------------------------------
	Common Stock                                           	6,788,947 





<PAGE>     2

                              RENT-WAY, INC.
<TABLE>
<CAPTION>

                                                                        Page
<S>        <C>                               																										<C>
Part I	    Financial Information
	          Item 1.	Financial Statements:

		                 Balance Sheets as of June 30, 1997 and 	               3
                 		September 30, 1996	 				

                 		Statements of Income, Three and Nine Months           	4
		                 Ended June 30, 1997 and 1996	 				

                 		Statements of Cash Flows, Nine Months Ended 	          5 
                 		June 30, 1997 and 1996	 				

                 		Notes to Financial Statements	                         6					

          	Item 2.	Management's Discussion and Analysis
                 		of Financial Condition and Results of Operations	      11 					

Part II	   Other Information

	          Item 6.  Exhibits and Reports on Form 8-K	                     17
		
	          Signatures				                                                 17				

</TABLE>



<PAGE>     3

                              RENT-WAY, INC.

                              BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                              FOR THE PERIOD ENDED    
                                                                                 	       June 30, 	          September 30,
                                                                                         	1997 			               1996 	
                                                                                         --------              --------
                                                                                       	(unaudited) 		
<S>                                                                                    <C>                  <C>   
ASSETS

Cash                                                                                    $	1,482,476 	         $	  179,425
Prepaid expenses                                                                          1,545,355		           1,266,087
Rental merchandise, net	                                                                 32,390,910		          17,862,420
Deferred income taxes	                                                                    1,825,323		           1,473,522
Property and equipment, net                                                               8,460,637		           4,616,362
Goodwill, net		                                                                          42,345,760 		         21,866,806
Deferred financing costs, net                                                             1,493,915		             377,232
Prepaid consulting fee		                                                                    907,738		           1,041,667
Other assets		                                                                            1,947,862		           1,290,217
                                                                                        -----------           -----------
	 	                                                                                     $92,399,376 	         $49,973,738
                                                                                        ===========           ===========
LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable                                                                        $	2,014,422 	         $	1,746,797
Other liabilities                                                                         5,270,267		           2,181,899
Income taxes payable	                                                                     3,136,562		           1,226,590
Debt		                                                                                   46,658,180 		         12,979,075
                                                                                        -----------           -----------
	 		                                                                                     57,079,431		          18,134,361

Commitments and Contingencies	                                                                -         	           -	
				
Redeemable preferred stock, Series A, without par value;
11,207 shares issued and outstanding at September 30, 1996 (see Note 6)	                      -         	       1,120,700	

Shareholders' equity:
Common stock, without par value 20,000,000 shares	
    	authorized; 6,788,947 and 6,659,180 shares issued and	
    	outstanding, respectively	                                                          28,927,632	           27,907,225
Preferred stock, without par value; 1,000,000 shares authorized                               -        	            -        
Retained earnings		                                                                       6,392,913		           2,811,452
                                                                                         ----------            ---------- 
    	Total shareholders' equity		                                                        35,320,545 		         30,718,677
                                                                                         ----------            ----------   
            	 	                                                                         $92,399,976 	         $49,973,738
                                                                                         ==========            ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.


<PAGE>     4


                             RENT-WAY, INC.

                          STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                                      	For the three months ended	For the nine months ended
                                                                                	June 30,	                 June 30, 
                                                                         	 1997	         1996	        1997  	      1996
		                                                                                  (unaudited)			            (unaudited)	
         
                                                                        ---------     ---------     ---------    ----------  
<S>                                                                    <C>           <C>           <C>          <C>  
Revenues:
Rental revenue	                                                         $	21,814,622 	$	10,785,619	 $55,340,679 	$ 31,602,369 	
Other revenue		                                                            3,017,811		   1,790,087		  7,701,033		   5,134,150	
                                                                          ----------   -----------   ----------   -----------
     Total revenue                                                        24,832,433		  12,575,706   63,041,712 		 36,736,519

Costs and operating expenses:
Depreciation and amortization:	
    	Rental merchandise                                                    5,735,820 		  3,303,285		 14,633,800 		  9,763,900 	
    	Property and equipment                                                  432,403		     202,471		  1,025,920		     557,456 	
	    Amortization of goodwill                                                564,374		     213,403		  1,338,416		     632,808 	
Salaries and wages		                                                       6,177,887		   3,189,620		 16,213,914 		  9,160,570 	
Advertising		                                                                925,963		     380,255		  2,879,561		   1,481,652 	
Occupancy		                                                                1,702,910		     827,167		  4,327,603 		  2,385,564 	
Other operating expenses		                                                 5,162,161		   2,828,736 	 13,020,306		   8,031,365 	
                                                                          ----------    ----------   ----------    ----------
    	Total costs and operating expenses	                                  20,701,518		  10,944,937 		53,439,520 		 32,013,315 	
                                                                          ----------    ----------   ----------    ----------
	    Operating income		                                                    4,130,915		   1,630,769		  9,602,192		   4,723,204	
	
Other income (expense):
Interest expense	                                                         (1,064,062) 		  (212,805)		(2,311,742) 		(1,279,914)	
Interest income		                                                                           26,618		        920		      60,267	
Other income (expense), net	                                                 (38,903)		     39,624		    (62,698)		     73,677	
                                                                          ----------    ----------   ----------    ----------
    	Income before income taxes
   	 and extraordinary item		                                              3,027,950		   1,484,206		  7,228,672		   3,577,234	

Income tax expense	                                                        1,422,144		     681,606		  3,378,194 		  1,645,562
                                                                          ----------    ----------   ----------    ----------  
		   Income before extraordinary item                                      1,605,806		     802,600		  3,850,478 		  1,931,672		

Extraordinary item                                                             -	 	     	    -		  	    (269,017) 		     -	 
                                                                          ----------    ----------   ----------    ---------- 

Net income				                                                             1,605,806		     802,600		  3,581,461		   1,931,672

Preferred stock (dividend)/gain on redemption                                  -				       (19,250) 		  280,175		    (109,357)
                                                                          ----------    ----------   ----------    ---------- 

Earnings applicable to common shares                                      $1,605,806 	  $	 783,350	   $3,861,636 	$	1,822,315	
                                                                          ==========    ==========   ===========   ==========

Earnings per common share (Note 2):
Primary earnings per share (adjusted to give effect to any preferred stock (dividend)/gain on redemption):
    	Income before extraordinary item	                                    $	    0.22 	  $     0.11 	  $    0.58   $      0.33 	
                                                                          ==========    ==========   ==========    ==========
    	Net income	                                                          $     0.22 	  $     0.11 	  $    0.54 	 $	     0.33
                                                                          ==========    ==========   ==========    ========== 

Fully diluted earnings per share (adjusted to give effect to any preferred stock (dividend)/gain on redemption):
    	Income before extraordinary item	                                    $     0.20 	  $     0.11 	  $    0.54 	 $      0.32
                                                                          ==========    ==========   ==========    ==========	
	    Net income	                                                          $     0.20	   $ 	   0.11 	  $    0.51 	 $ 	    0.32
                                                                          ==========    ==========   ==========    ==========

Weighted average common shares outstanding:
    	Primary		                                                             7,249,186 		  7,121,717		  7,108,541		   5,531,767	
	                                                                         ==========    ==========   ==========    ==========
     Fully diluted		                                                       9,683,321 		  7,153,534		  8,903,947		   5,743,960	

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>    5

                              RENT-WAY, INC.

                        STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                              	                                                  For the nine months ended
	                                                                                                          June 30,					
                                                                                              		     1997			      1996	
		                                                                                               (unaudited)			(unaudited)
                                                                                                 -----------   -----------				
<S>                                                                                             <C>            <C> 
Operating activities:
Net income	                                                                                      $	3,312,444 	 $	1,931,672
Adjustments to reconcile net income		 				
   	to net cash provided by operating activities:		
	   Depreciation and amortization 				                                                            16,839,902 		 10,954,164	
	   Deferred income taxes				                                                                       (351,801) 	 	  (20,000)
	   Extraordinary item				                                                                           269,017 		      -         
Changes in assets and liabilities:
   	Prepaid expenses		 		                                                                           (279,268)		   (329,577)
	   Rental merchandise				                                                                       (20,716,342) 	(12,838,822)
   	Prepaid consulting fees				                                                                      133,929		     133,929	
	   Other assets				                                                                                (514,908)		   (209,584)
   	Accounts payable				                                                                          (1,532,094) 		   374,152
	   Income taxes payable				                                                                       1,909,972		   1,282,984
	   Other liabilities				                                                                          1,410,576			   (318,303)
                                                                                                  -----------   ----------- 	
      	Net cash provided by operating activities	                                                    750,444 		     960,615
                                                                                                  -----------   ----------- 

Investing activities:	
   	Purchase of businesses, net of cash acquired of $827,912 in 1997                             (24,082,407) 		(2,159,207)
   	Purchases of property and equipment				                                                       (3,603,093)		 (1,656,182)
                                                                                                  -----------   -----------
		  Net cash used in investing activities				                                                    (27,685,500) 		(3,815,389)
	                                                                                                 -----------   -----------

Financing activities:
   	Principal payments on capital lease obligation			                                                    -        		(6,638)
	   Proceeds from borrowings				                                                                  39,628,121 	 	12,131,388
	   Payments on borrowings including early extinguishment	                                       (11,447,956)	 (24,220,269)
   	Redeemable preferred stock dividend				                                                          (32,252)		   (127,538)
   	Redeemable preferred stock redemption				                                                       (840,525) 		(1,629,300)
	   Deferred finance costs				                                                                       158,234		       -  
   	Common stock				                                                                                 772,485		  16,899,039
   	Loan to related party				                                                                            -	        136,595
	                                                                                                 -----------   -----------
   	Net cash provided by financing activities			                                                  28,238,107 		  3,183,277	
	                                                                                                -----------   ----------- 		
		  Increase in cash				                                                                           1,303,051		     328,503

Cash at beginning of period			                                                                       179,425		     959,721
                                                                                                  -----------   ----------- 
Cash at end of period			                                                                        $	 1,482,476	  $	1,288,224
                                                                                                  ===========   ===========

Supplemental disclosures of cash flow information:
   	Cash paid during the period for:
		    Interest			                                                                               $  1,800,756  	$	  871,266
		    Income taxes	                                                                             $ 	1,640,529 	 $	  281,412

</TABLE>

The accompanying notes are an integral part of these financial statements.


<PAGE>     6


                              RENT-WAY, INC.

                     NOTES TO FINANCIAL STATEMENTS
                               (unaudited)

1.	 Basis of Presentation:

Rent-Way, Inc., (the "Company" or "Rent-Way") is a corporation organized
under the laws of the Commonwealth of Pennsylvania.  The Company operates a 
chain of rental-purchase stores that rent durable household products such as
home entertainment equipment, furniture, major appliances and jewelry to
consumers on a weekly or monthly basis. The accompanying unaudited condensed
financial statements have been prepared in accordance with the instructions 
to Form 10-Q, and therefore, do not include all information and notes necessary 
for a fair presentation of financial position, results of operations and cash 
flows in conformity with generally accepted accounting principles.  In the 
opinion of management, all adjustments (consisting solely of normal recurring
adjustments), which are necessary for a fair statement of the financial 
position, results of operations and cash flows of the Company have been 
made.  The results of operations for the interim periods are not necessarily
indicative of the results for the full year.

Certain amounts in the 1996 financial statements have been reclassified 
to conform to the 1997 presentation. As a result of meeting specified 
criteria the Company is now filing under Regulation S-X under the Exchange
Act of 1934 (the "Exchange Act"), where it had previously been reporting 
under Regulation S-B.

These financial statements and the notes thereto should be read in 
conjunction with the Company's audited financial statements included in 
its Annual Report on Form 10-KSB for the fiscal year ended September 30, 
1996.

2.	Earnings Per Common Share:

Primary and fully diluted earnings per common share are computed based on 
net income after preferred stock dividend requirements and the redemption of
redeemable preferred stock on a discounted basis, if applicable.  The 
weighted average number of common shares outstanding during each period 
is adjusted to give effect to stock options and warrants considered to be 
dilutive common stock equivalents.  Additionally, fully diluted weighted 
average number of shares outstanding are adjusted to give effect to 
convertible debt deemed to be other potentially dilutive securities.

The Company, in recognition of requirements under Statement of Financial 
Accounting Standards ("SFAS") No. 128, has determined the impact of basic 
and dilutive earnings per common share.  Basic earnings per common share is 
computed using income available to common shareholders divided by the 
weighted average number of common shares outstanding. Dilutive earnings 
per common share is computed using income available to common shareholders 
and the weighted average number of shares outstanding is adjusted to give 
effect to other dilutive securities.

<PAGE>     7

                               RENT-WAY, INC.

                      NOTES TO FINANCIAL STATEMENTS
                               (unaudited)

2.	Earnings Per Common Share, Continued:

The following table discloses the impact of the SFAS No. 128 on the Company's
earnings per common share for the three and nine month periods ended June 30,
1997 and 1996 respectively.

<TABLE>
<CAPTION>
          	                                                   For the three months ended    	     For the nine months ended	

                                                                           June 30, 		                    June 30,				
                                                                           --------                       -------- 
                                                                 		1997 			      1996			             1997			       1996	
                                                              -----------    -----------        -----------    -----------
<S>                                                           <C>            <C>                <C>            <C>
Weighted average common shares outstanding	                     6,640,603 		   6,356,624		        6,621,224		    4,947,191

Plus:  shares applicable to:

     Options and warrants                                         842,603		      796,910 		         773,019		      796,769
    	10% convertible notes	                                       704,225		         -			            704,225		         -	
	    7% convertible debentures	                                 1,495,890	          -        			    805,479 		        -	
                                                              -----------    -----------        -----------    -----------    
Adjusted weighted average common shares outstanding             9,683,321 		   7,153,534		        8,903,947		    5,743,960
                                                              ===========    ===========        ===========    =========== 

Earnings applicable to common shareholders 
	   for Basic EPS	                                            $ 1,605,806			    $783,350		       $3,861,636		   $1,822,315

Plus:  Impact of assumed conversions:

    	Interest on 10% convertible notes (net of tax)	              105,000		         -			            315,000		        -
	    Interest on 7% convertible debentures (net of tax)           210,000		         -	        		    350,000		        -  
                                                              -----------    -----------        -----------    -----------
Earnings applicable to common shareholders
  	  plus assumed conversions for Diluted EPS                $	 1,920,806	      $783,350 	      $4,526,636 	  $ 1,822,315
                                                              -----------    -----------   
Basic earnings per common share (adjusted to give effect to any preferred stock (dividend)/gain on redemption):
    	Income before extraordinary item	                       $	      0.24	      $	  0.12 	      $	    0.62	   $	     0.37
                                                              ===========    ===========        ===========    ===========
	    Net income	                                             $	      0.24 	     $   0.12 	      $	    0.58	   $	     0.37
                                                              ===========    ===========        ===========    ===========    
Diluted earnings per common share (adjusted to give effect to any preferred stock (dividend)/gain on redemption):
    	Income before extraordinary item	                       $	      0.20 	     $		 0.11 	      $     0.54 	  $ 	    0.32  
                                                              ===========    ===========        ===========    ===========    
    	Net Income	                                             $	      0.20 	     $	  0.11 	      $     0.51	   $ 	    0.32  
                                                              ===========    ===========        ===========    ===========

</TABLE>

<PAGE>     8



                                RENT-WAY, INC.

                 NOTES TO FINANCIAL STATEMENTS, (Continued)
                                 (unaudited)

3.	Acquisitions:

On January 24, 1997, the Company signed a definitive purchase agreement to 
acquire all the outstanding shares of Perry Electronics, Inc. d/b/a Rental 
King ("Rental King").  On February 6, 1997, the Company consummated the 
transaction and acquired all the outstanding shares of Rental King, 
assuming effective control of the results of operations as of February 1, 
1997.  At the time of acquisition, Rental King operated a chain of rental-
purchase stores in Colorado, Florida, Indiana, Kentucky, Michigan, Ohio and 
West Virginia with annual revenues of approximately $24.0 million.  The 
consideration paid in exchange for all the outstanding shares of Rental 
King was $17.9 million in cash.  Pursuant to the terms of the purchase 
agreement, $2.0 million of the purchase price was placed in escrow, subject 
to the terms of the escrow agreement to satisfy sellers representations and 
warranties and any purchase price adjustments.  In June 1997, the full 
amount of the escrow account was released.  The acquisition was accounted 
for using the purchase method of accounting.  Rental King's assets and 
liabilities were recorded at their estimated fair market values as of the date
of the acquisition.  The fair values of rental merchandise, property and 
equipment, intangible assets,
certain liabilities and the final purchase price will be finalized based on 
the completion of certain additional procedures.  The estimated excess of 
the acquisition cost over net assets acquired, ("goodwill") of $17.1 million
is being amortized on a straight line basis over twenty years.  The total 
costs of the net assets acquired was $17.9 million	and consisted of assets 
of $25.2 million less liabilities assumed of $5.5 million and acquisition costs
of $1.8 million.  The acquisition of Rental King was primarily funded by the 
net proceeds received on a private placement of $20.0 million in subordinated
convertible debentures (see Note 7).  The balance of the cash paid on 
closing was drawn upon the Company's existing line of credit.  The 
statements of income for the three and nine month periods ended June 30, 
1997 include the results of operations of Rental King since February 1, 1997.

On January 2, 1997, the Company acquired all the outstanding shares of 
Bill Coleman TV, Inc., ("Coleman"), a privately owned chain of fifteen 
rental-purchase stores operating in Michigan with annual revenues of 
approximately $7.5 million, in exchange for consideration consisting of 
approximately $2.8 million in cash and an option to purchase 25,000 shares 
of the Company's common stock at an exercise price of $8.875.  Pursuant to 
terms of the acquisition, $350,000 of the purchase price was placed in escrow
subject to terms of the escrow agreement to satisfy seller's representations
and warranties and any purchase price adjustments.  The escrow agreement 
provides for release of the escrow on completion of a financial audit of 
Coleman.  The acquisition was accounted for using the purchase method of 
accounting.  Coleman's assets and liabilities were recorded at their 
estimated fair values as of the acquisition date.  The fair values of 
rental merchandise, property and equipment, intangible assets, certain 
liabilities and the final purchase price will be finalized based on the 
completion of certain additional procedures.  The estimated excess of the
acquisition cost over net assets acquired, ("goodwill") of $4.4 million is
is being amortized on a straight line basis over twenty years.  The total 
cost of the net assets acquired was $2.8 million and consisted of assets 
of $7.8 million less liabilities assumed of $4.7 million and acquisition 
costs of $0.3 million.

On July 25, 1996 the Company acquired all the outstanding shares of Diamond 
Leasing Corporation ("DLC"); a chain of 11 rental-purchase stores operating 
in Delaware, Maryland and Pennsylvania with annual revenues of approximately
$7.0 million in exchange for consideration consisting of 20,358 
(unregistered shares subject to the provisions of Rule 144 of the Securities
and Exchange Act) shares of the Company's common stock and $4,102,296 in 
cash.  Pursuant to the terms of the acquisition, $325,000 of the purchase
price was placed in escrow subject to the terms of the escrow agreement.
Per the terms of the escrow agreement  
$175,000 was released upon completion of the financial statement audit with 
the remaining $150,000 being held for a three year period from the date of 
closing.  The acquisition was accounted for using the purchase method of 
accounting.  DLC's assets and liabilities were recorded at their fair value 
as of the acquisition date.  The excess of the acquisition costs over the 
fair value of the assets acquired ("goodwill") of $4,519,147 is being 
amortized on a straight-line basis over twenty years.  The total cost of the
net assets acquired was $4,289,796 ($187,500 in common stock and $4,102,296
in cash) and consisted of assets of $7,332,052 less liabilities 
assumed of $2,363,136 and acquisition costs of $679,120.  Assets acquired 
other than goodwill consisted principally of rental merchandise of 
$1,359,808, property and equipment of $310,850, non-compete agreements of 
$300,000 and deferred tax assets of $744,808.  Liabilities consisted 
principally of trade accounts payable of $582,693 and bank debt of $1,446,238. 

Following are pro forma results of operations for the nine months ended 
June 30, 1997 and 1996 assuming the acquisitions of Diamond Leasing, Coleman
and Rental King (as defined in Note 3) had occurred on October 1, 1995.  The
results are not necessarily indicative of future operations or what would 
have occurred had the acquisitions been consummated as of October 1, 1995.

<PAGE>     9

                              RENT-WAY, INC.

                NOTES TO FINANCIAL STATEMENTS, (Continued)
                              (unaudited)

3.	Acquisitions, Continued:

<TABLE>
<CAPTION>
	
	                                               Unaudited Pro Forma Operations
                                                  	Nine months ended June 30,
                                                ------------------------------

                                                	    1997	          1996
                                                     ----           ----
<S>                                             <C>                <C>
 
Revenues	                                        $76,868,714	    $74,629,820  	 

Income before extraordinary item	                $	3,612,821	    $	3,524,201
                                                 -----------     -----------

Net income	                                      $	3,343,804	    $ 3,524,201
                                                 ===========     ===========	

Earnings per common share (adjusted to give effect to any preferred stock (dividends)/gain on redemption):
	   Income before extraordinary item	            $	     0.53	    $	     0.51	 
                                                 ===========     ===========
   	Net income	                                  $	     0.52	    $	     0.51
                                                 ===========     ===========
</TABLE>

4.	Contingencies:

The Company is subject to legal proceedings and claims in the ordinary 
course of its business that have not been finally adjudicated.  Certain of 
these cases have resulted in contingent liabilities estimated at $2,045,000.
The majority of such claims are, in the opinion of management, covered by 
insurance policies and therefore should not have a material effect on the 
results of operations or financial position of the Company.

Additional claims exist in the amount of $1,344,500 for which management 
believes it has meritorious defenses but for which the likelihood of an 
unfavorable outcome is currently not determinable.  In management's opinion,
each of these claims will either be indemnified by the former shareholders 
of MLC or covered by insurance policies and therefore will not have a 
material effect on the results of operations or financial condition of the 
Company.

5.		Debt:

On November 22, 1996, the Company entered into a new collateralized 
revolving credit facility (the "new facility") with a syndicate of banks 
led by National City Bank of Pennsylvania, providing for loans or letters of
credit up to $40.0 million.  The syndicate is composed of four banks, with 
National City Bank of Pennsylvania, LaSalle National Bank, and Harris Trust 
and Savings Bank committed for an equal ratable share of 27.25%, of the new 
facility and Heller Financial, Inc. committed for an 18.25% ratable share.  
The new facility replaces the Company's prior $15.0 million Secured Credit
Agreement with First Source Financial LLP. Of the $40.0 million available 
under the new facility, approximately $7.0 million was used to refinance
existing senior indebtedness with the balance available for store 
acquisitions. Also in connection with the refinancing, the Company 
redeemed the remainder of its Series A Redeemable Preferred Stock.  The 
Company redeemed the preferred stock at a 25% discount to face value 
resulting in a gain of $280,175.  The new facility expires on November 22, 
1999.

<PAGE>     10


                              RENT-WAY, INC.

               NOTES TO FINANCIAL STATEMENTS, (Continued)
                               (unaudited)

5.		Debt, Continued:

Under the new facility the Company may borrow funds at either the prime-
rate plus 0.5% or the euro-rate plus 2.75%.   Borrowings under the euro-rate
option require the Company to select a fixed interest period during which 
the euro-rate is applicable with the borrowed amount not to be repaid prior 
to the last day of the selected interest period.  In addition, borrowing 
tranches under the euro-rate option must be in integral multiples of 
$250,000 and not less than $1,000,000 in total.  Commitment fees associated
with the new facility are equal to 0.25% per annum on each bank's committed
amount.

The new credit facility requires the Company to meet certain financial 
covenants and ratios including maximum leverage, minimum interest coverage 
and minimum tangible net worth ratios.  In addition, the Company must meet 
requirements regarding monthly, quarterly and annual financial reporting.  
The new facility also contains covenants which restrict the actions of the 
Company with respect to the payment of dividends, acquisitions, mergers, 
disposition of assets or subsidiaries, issuance of capital stock and capital
expenditures.  The Company may at any time repay outstanding borrowings, in
whole or in part, without premium or penalty, except with respect 
to restrictions identified above in connection with the selection of the 
euro-rate interest option.  As of June 30, 1997, the Company was in 
compliance with the covenants contained in the new facility.

As a result of the refinancing the Company incurred an extraordinary charge,
net of tax benefit, of $269,017.  The extraordinary charge was composed of a
$124,590 ($74,754 net of tax benefit) prepayment penalty for early 
retirement of debt and a $323,772 ($194,263 net of tax benefit) write-off 
of deferred financing costs associated with the refinanced debt.

6.		Redeemable Preferred Stock:

On November 26, 1996, the Company redeemed the remaining shares of its Series
A Redeemable Preferred Stock issued in connection with the acquisition of 
McKenzie Leasing Corporation in July 1995.  At the time of redemption there 
were 11,207 outstanding shares with a face amount of $100 per share.  These 
shares were redeemed at a twenty-five percent discount for an aggregate 
purchase price of $840,525 and now have the status of authorized and 
unissued preferred shares undesignated as to series.

7.		Private Placement:

On February 4, 1997, the Company completed the private placement of $20.0 
million of its convertible subordinated debentures ("the Debentures").  The 
Debentures are due February 1, 2007 and are convertible, at any time after 
the registration thereof, into shares of common stock, without par value, 
of the Company at a conversion price of $13.37 per share.  The Debentures 
are subject to redemption at the option of the Company on February 5, 2000 
at a price of 103%. The redemption price will decrease at a rate of 1% per
year, reaching a price of 100% in the year 2003 and remaining fixed until the
date of maturity. The indebtedness evidenced by the Debentures is 
subordinated and junior in right of payment to all senior indebtedness.  
Included in the senior indebtedness is $7.0 million of convertible notes 
held by Massachusetts Mutual Life Insurance Co. and its affiliates.  The 
Debentures bear an annual interest rate of 7% with semi-annual payments in 
August and February, beginning August 1, 1997.  On May 9, 1997, the Company 
filed a registration statement to register the Debentures and the common 
stock underlying such debentures under the Securities Act of 1933.  Following
full review by the Securities and Exchange Commission, the Company filed 
an amended registration statement on June 13, 1997, which registration 
statement was declared effective on June 19, 1997.  The net proceeds of the 
private placement were used in conjunction with the Rental King acquisition 
(see Note 3).

8.		Shareholders Equity:

On March 12, 1997 at the Company's Annual Shareholder Meeting, an amendment 
to the articles of incorporation was approved to increase the number of 
authorized shares of Common Stock from 10,000,000 to 20,000,000.

9.	Subsequent Event:

On July 14, 1997, the Company acquired the assets of R. A. Wolford Inc., 
a privately owned rental-purchase chain in southeast Pennsylvania with 
annual revenues of approximately $3.3 million.  Consideration consisted of 
$2.8 million in cash drawn on the Company's existing line of credit.


<PAGE>     11

 

                             RENT-WAY, INC.

ITEM 2 	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
	       AND RESULTS OF OPERATIONS

General

For the three and nine months ended June 30, 1997 the Company's total 
revenues increased by 97.5% and 71.6%, operating income increased by 153.3% 
and 103.3% and income before the effect of an extraordinary item increased 
by 100.1% and 99.3%, respectively, compared to the three and nine month 
periods last year.  The increase in revenue, operating income, and net 
income are primarily due to acquisitions made during fiscal 1996 and 1997, 
improved same store operating profits, a reduction in certain expenses 
resulting from economies of scale, and increased same store revenues.  Same
store revenues increased by 7.7% for the three months ended June 30, 
1997 as compared to the same three month period last year.

In November 1996, the Company secured a $40.0 million collateralized 
revolving credit facility from a syndicate of banks led by National City 
Bank of Pennsylvania.  Of the total facility, approximately $7.0 million 
was used to refinance existing senior debt with the remainder of such 
facility available for future store acquisitions.  As a result of the 
refinancing, the Company incurred an extraordinary charge, net of tax 
benefit, of $269,017.  The extraordinary item is composed of a pre-payment 
penalty resulting from the early extinguishment of debt and the write-off
of deferred finance costs associated with the refinanced debt.  Also in 
connection with the refinancing, the Company redeemed the remainder of its 
Series A Redeemable Preferred Stock.  The Company redeemed the preferred 
stock at a 25% discount to face value resulting in a gain of $280,175.  
As a result of these adjustments, earnings applicable to common shares 
increased 111.9% to $3.9 million for the nine month period ended June 30, 
1997 from $1.8 million in the same period last year.

On January 24, 1997, the Company signed a definitive purchase agreement to 
acquire all the outstanding shares of Perry Electronics, Inc. d/b/a Rental 
King ("Rental King").  On February 6, 1997, the Company consummated the 
transaction and acquired all the outstanding shares of Rental King, assuming
effective control of the results of operations as of February 1, 1997.  At 
the time of acquisition Rental King operated a chain of rental-purchase 
stores in Colorado, Florida, Indiana, Kentucky, Michigan, Ohio and West
Virginia with annual revenues of approximately $24.0 million.  The 
consideration paid in exchange for all the outstanding shares of Rental 
King was $17.9 million in cash.  Pursuant to the terms of the purchase 
agreement, $2.0 million of the purchase price was placed in escrow, subject 
to the terms of an escrow agreement, to satisfy sellers' representations 
and warranties and any purchase price adjustments.  In June 1997, the full 
amount of the escrow account was released. The Company believes the Rental 
King acquisition substantially increases market penetration in many of the 
Company's already established areas of operation, while opening the door to 
new markets such as Colorado, Kentucky, and West Virginia. As of June 30, 
1997, all 70 stores have been fully integrated into the Rent-Way system.

On January 2, 1997, the Company acquired all the outstanding common shares 
of Bill Coleman TV, Inc., ("Coleman"), a privately owned chain of fifteen 
rental-purchase stores operating in Michigan with annual revenues of 
approximately $7.5 million, in exchange for consideration consisting of 
approximately $2.8 million in cash and an option to purchase 25,000 shares 
of the Company's common stock at an exercise price of $8.875.  Pursuant to 
terms of the acquisition, $350,000 of the purchase price was placed in escrow
subject to terms of the escrow agreement.  The escrow agreement provides for
release pending completion of a financial audit of Coleman to 
satisfy seller's representations and warranties and any purchase price 
adjustments. The acquisition considerably strengthens the Company's 
penetration in Michigan from seven to twenty-two stores, and is in line 
with the Company's strategy to cluster stores in selected markets.  As of 
June 30, 1997 all fifteen stores have been fully integrated into the 
Rent-Way system, with any necessary remodeling under way.

In February 1997, the Company sold $20 million of 7% convertible subordinated
debentures due in 2007 at par value.  The debentures, which are non-callable 
for three years, are convertible into common stock at a rate of $13.37 per 
share. Proceeds from the sale were used to consummate the purchase of Rental
King.

Management is actively seeking merger and acquisition candidates with 
financial and geographic profiles consistent with the Company's growth 
objectives.


<PAGE>     12


                              RENT-WAY, INC.

ITEM 2 	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
			    	AND RESULTS OF OPERATIONS, (Continued)

Results of Operations

The following table sets forth, for the periods indicated, certain items from
the Company's unaudited Statements of Income, expressed as a percentage of 
revenues.

<TABLE>
<CAPTION>

                                                      	Three Months Ended 	        Nine Months Ended	
                                                           	June 30	                    June 30
                                                       	 1997	    1996	              1997	    1996
                                                         -----    -----              -----    -----
<S>                                                     <C>      <C>                <C>     <C> 
Revenues:
	    Rental revenue	                                     87.8% 		  85.8%		            87.8%		  86.0%
    	Other revenue		                                     12.2 			  14.2 			           12.2			  14.0
                                                         -----     -----              -----    -----  
	   	Total revenues		                                   100.0		   100.0 		           100.0			 100.0 	
Costs and operating expenses:
    	Depreciation and amortization:
		     Rental merchandise	                               23.1			   26.3 			           23.2			  26.6
		     Property and equipment	                            1.7			    1.6			             1.6			   1.5	
	     	Amortization of goodwill	                          2.3			    1.7			             2.1			   1.7	
                                                         -----     -----              -----    -----
			      Total depreciation and amortization	            27.1		    29.6		 	           26.9			  29.8

Salaries and wages	                                      24.9			   25.3			            25.7	  	 24.9	
Advertising		                                             3.7			    3.0			             4.6			   4.0	
Occupancy		                                               6.9			    6.6			             6.9	 		  6.5
Other operating expenses	                                20.8			   22.5  			          20.7 			 21.9
                                                         -----     -----              -----    -----
	    Total costs and operating expenses		                83.4			   87.0			            84.8 			 87.1 	
                                                         -----     -----              -----    ----- 
Operating income		                                       16.6		    13.0			            15.2			  12.9

Interest expense                                         (4.3) 	  	(1.7)		            (3.7)		  (3.5)
Other income		                                           (0.1)		    0.5			            (0.1)		   0.4
                                                         -----     -----              -----    -----
Income before income taxes and 
   extraordinary item		                                  12.2			   11.8 			           11.5 			  9.8	
						
Income tax expense		                                      5.7			    5.4			             5.4			   4.5		
                                                         -----     -----              -----    -----
Income before extraordinary item	                         6.5			    6.4			             6.1			   5.3

Extraordinary item		                                       -			      -			             (0.4)		    -	
                                                         -----     -----              -----    -----  
Net income		                                              6.5	%		   6.4%		             5.7	%		  5.3%
                                                         =====     =====              =====    =====

Redeemable preferred stock, (dividends)/gain
    on redemption		                                        - 			   (0.2)		             0.4 		  (0.3)
                                                         -----     -----              -----    ----- 
Earnings applicable to common shares	                     6.5	%		  6.2 %		             6.1 %		  5.0 % 
                                                         =====     =====              =====    =====


</TABLE>


<PAGE>     13


                              RENT-WAY, INC.

ITEM 2 	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
    				AND RESULTS OF OPERATIONS, (Continued)

Comparison of three months ended June 30, 1997 and 1996 

For the three months ended June 30, 1997 compared to the three months ended 
June 30, 1996, total revenues increased by $12.2 million (97.5%) to $24.8 
million from $12.6 million.  This increase was principally due to increased 
same store revenues, the inclusion of three month results for stores acquired
in fiscal 1996 acquisitions, the Coleman acquisition, and the Rental King 
acquisition.  Stores acquired in fiscal 1996 accounted for $3.3 million 
(27.0%) of the increase, the Coleman acquisition accounted for $1.9 million
(15.5%) of the increase, the Rental King acquisition accounted for $6.1 
million (49.8%) of the increase and the Company's same stores accounted for 
$0.9 million (7.7%) of the increase.  Other revenue increased by $1.2 million
(68.6%) to $3.0 million from $1.8 million principally due to the sotres 
acquired in fiscal 1996 and 1997.

For the three months ended June 30, 1997 compared to the three months ended 
June 30, 1996, total costs and operating expenses increased to $20.7 million
from $10.9 million primarily as a result of the costs and operating expenses
associated with stores acquired in fiscal 1996 and 1997, but decreased to 
83.4% from 87.0% of total revenues.  This decrease of 3.6% resulted primarily
from a 2.5% decrease in depreciation and amortization as a percentage of 
total revenues, a 0.4% decrease in salaries and wages as a percentage of total
revenues, and a 1.7% decrease in other operating expenses as a percentage of
total revenues.  Depreciation expense related to rental merchandise increased 
by $2.4 million to $5.7 million from $3.3 million, but decreased 3.2% as a 
percentage of total revenues due to increases in weekly rental rates, lower
purchase costs of rental merchandise due to increased volume, and improve-
ments in the realization of potential collectible rental revenue.  Amortiza-
tion of goodwill increased by $0.4 million primarily because of the increase in
goodwill related to the stores acquired in fiscal 1996 and 1997.  Amortization
of goodwill was 2.3% and 1.7% of total revenues for the three months ended 
June 30, 1997 and 1996, respectively.  For the three months ended June 30, 1997
compared to the three months ended June 30, 1996, salaries and wages 
increased by $3.0 million to $6.2 million from $3.2 million principally due to 
the addition of 111 new locations, an increase in same store payroll, upgrades
in the regional manager position and the addition of 13 new managers from
recent acquisitions, and an overall strengthening of corporate personnel.  The
111 stores from recent acquisitions produced additional payroll cost of
approxmately $2.3 million for the three months ended June 30, 1997.  Same store
payroll increased $0.2 million.  The upgrade and additions in regional 
managers and the strengthening of corporate personnel resulted in an 
increase in salaries and wages of approximately $0.3 million and $0.2 million,
respectively. Salaries and wages decreased to 24.9% from 25.3% of total
revenue for the three months ended June 30, 1997 and 1996, respectively, 
primarily due to growth in same store revenue and more efficient use of 
corporate personnel.  The Company, in anticipation of future growth, has 
strengthened store and regional personnel by upgrading with managers who have
extensive multi-unit experience. Advertising expense increased $0.5 million or
0.7% as a percentage of total revenues to $0.9 million from $0.4 million
principally due to the addition of the stores acquired in fiscal 1996 and 
1997. Occupancy expense increased $0.9 million or 0.3% as a percentage of 
total revenues to $1.7 million from $0.8 million primarily due to the 
addition of the stores acquired in fiscal 1996 and 1997.  Other 
operating expenses increased by $2.4 million to $5.2 million from $2.8 million,
but decreased 1.7% as a percentage of total revenues.  This 1.7% decrease
occurred becauses of the Company's ability to allocate corporate costs and 
certain overhead costs over a greater number of stores and increased revenues.

For the three months ended June 30, 1997 compared to the three months ended 
June 30, 1996, operating income increased by $2.5 million (153.3%) to $4.1 
million from $1.6 million, and increased to 16.6% from 13.0% of total 
revenues.  The improvement in operating income was principally due to the 
stores acquired in 1996 and 1997 and the factors discussed above.

For the three months ended June 30, 1997 compared to the three months ended 
June 30, 1996, interest expense increased $0.9 million to $1.1 million from 
$0.2 million due to an increase in debt of $39.6 million from $7.1 million 
to $46.7 million.  This increase is principally the result of the issuance 
of $20 million of 7% convertible subordinated debentures in the Rental King
acquisition on February 6, 1997, the purchase of DLC on July 25, 1996 and 
Coleman on January 2, 1997.


<PAGE>     14


                              RENT-WAY, INC.

ITEM 2 	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
    				AND RESULTS OF OPERATIONS, (Continued)

Comparison of three months ended June 30, 1997 and 1996, Continued

For the three months ended June 30, 1997 compared to the three months ended
June 30, 1996, income tax expense increased to $1.4 million from $0.7 million
because the Company generated greater taxable income.  The Company's income 
tax rate of 47.0% is higher than the statutory tax rates because amortization
expense related to goodwill incurred in connection with its acquisitions is 
not deductible for purposes of computing income tax.

For the three months ended June 30, 1997 compared to the three months ended
June 30, 1996, net income increased by $0.8 million (100.1%) to $1.6 million
from $0.8 million. The increase was due to the factors discussed above.

Comparison of Nine Months Ended June 30,  1997 and 1996

For the nine months ended June 30, 1997 compared to the nine months ended 
June 30,  1996, total revenues increased by $26.3 million (71.6%) to $63.0 
million from $36.7 million.  The increase was principally due to increased 
same store revenues and the inclusion of the stores acquired in fiscal 1996 
acquisitions, the Coleman acquisition, and the Rental King acquisition.  
Stores acquired in fiscal 1996 accounted for $10.0 million (38.0%) of the 
increase, stores acquired in the Coleman acquisition accounted for $3.9
million (14.8%) of the increase, stores acquired in the Rental King 
acquisition accounted for $10.6 million (40.3%) of the increase, 
and the Company's same stores accounted for $1.8 million (6.9%) of the 
increase.  Other revenue increased $2.6 million (50.0%) to $7.7 million 
from $5.1 million principally due to stores acquired in 1996 and 1997.

For the nine months ended June 30, 1997 compared to the nine months ended 
June 30, 1996, total costs and operating expenses increased to $53.4 million
from $32.0 million primarily as a result of the costs and operating expenses
associated with stores acquired in 1996 and 1997, but decreased to 84.8% 
from 87.1% of total revenues.  This decrease of 2.3% resulted primarily from
a 2.9% decrease in depreciation and amortization as a percentage of total 
revenues and a 1.2% decrease in other operating expenses as a percentage of
total revenues.  Depreciation expense related to rental merchandise increased
by $4.8 million to $14.6 million from $9.8 million, but decreased by 3.4% 
as a percentage of  total revenues primarily due to increases in weekly 
rental rates, lower purchase costs of rental merchandise due to increasing 
volume, and improvements in the realization of potential collectible rental 
revenue.  Amortization of goodwill increased by $0.7 million primarily 
because of the increase in goodwill related to stores acquired in 1996 and 
1997.  For the nine months ended June 30, 1997 compared to the nine months
ended June 30, 1996 salaries and wages increased by $7.0 million to $16.2 
million from $9.2 million.  This increase is principally due to the 
addition of 111 new stores including 13 new regional managers, upgrades 
in store and regional personnel, and an overall strengthening of corporate 
personnel. Salaries and wages were 25.7% and 24.9% of total revenues for the
nine months ended June 30,  1997 and 1996, respectively.  The Company, in 
anticipation of future growth, has strengthened store and regional personnel
by upgrading with managers who have extensive multi-unit experience.  In 
addition to this upgrade, the increase in salaries and wages in relation to 
total revenues was primarily due to the increase in staffing levels in the 
McKenzie stores, the 111 stores acquired in recent acquisitions having a 
lower average revenue base than existing Rent-Way stores, and a fewer number
of stores per regional manager added from recent acquisitions.  Advertising 
expense increased $1.4 million or 0.6% as a percentage of total revenues to 
$2.9 million from $1.5 million principally due to the addition of the stores
acquired in 1996 and 1997.  Occupancy expense increased $1.9 million to $4.3
million from $2.4 million or 0.4% as a percentage of total revenues mainly
due to the addition of the stores acquired in 1996 and 1997.  Other operating 
expenses increased $5.0 million to $13.0 million from $8.0 million 
principally due to the addition of the stores acquired in 1996 and 1997, 
but decreased  to 20.7%  from 21.9% of total revenues.  This 1.2% decrease 
occurred because of  the Company's ability to allocate corporate costs and 
certain overhead costs over a greater number of stores and increased revenues.

For the nine months ended June 30, 1997 compared to the nine months ended 
June 30,  1996, operating income increased by $4.9 million (103.3%) to $9.6 
million from $4.7 million, and increased to 15.2% from 12.9% of total 
revenues.  The improvement in operating income was principally due to the 
stores acquired in 1996 and 1997 and the factors discussed above. 



<PAGE>     15


                               RENT-WAY, INC.

ITEM 2 	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
    				AND RESULTS OF OPERATIONS, (Continued)

Comparison of Nine Months Ended June 30,  1997 and 1996, Continued

For the nine months ended June 30, 1997 compared to the nine months ended 
June 30,1996, interest expense increased by $1.0 million to $2.3 million 
from $1.3 million due to an increase in debt of $39.6 million from $7.1 
million to $46.7 million.  This increase is the result of the issuance of 
$20 million of 7% convertible subordinated debentures in connection with the
Rental King acquisition on February 6, 1997, the purchase of DLC on July 25,
1996 and Coleman on January 2, 1997.

For the nine months ended June 30, 1997 compared to the nine months ended 
June 30,  1996, income tax expense increased to $3.4 million from $1.6 
million because the Company generated greater taxable income.  The Company 
is accruing income tax expense based on an effective tax rate of 46.7%, 
which is  higher than the statutory tax rates, because amortization expense 
related to goodwill incurred in connection with its acquisitions is not 
deductible for purposes of computing income tax. 

For the nine months ended June 30, 1997 compared to the nine months ended 
June 30,  1996, net income increased by $1.7 million (85.4%)  to $3.6 
million from $1.9 million.  The increase was due to the factors discussed 
above. 

Liquidity and Capital Resources

On November 22, 1996, the Company entered into a new collateralized 
revolving credit facility (the "new facility") with a syndicate of banks 
led by National City Bank of Pennsylvania, providing for loans or letters 
of credit up to $40.0 million.  The syndicate consists of four banks, with 
National City Bank of Pennsylvania, LaSalle National Bank, and Harris Trust 
and Savings Bank committed for an equal ratable share of 27.25%, and Heller 
Financial, Inc. committed for an 18.25% ratable share.  The new facility 
replaces the existing $15.0 million Secured Credit Agreement with First
Source Financial LLP.  Of the $40.0 million, approximately $7.0 million was
used to refinance existing senior indebtedness with the balance available
for store acquisitions.  Also in connection with the refinancing, the Company
redeemed the remainder of its Series A Redeemable Preferred Stock.  The
Company redeemed the preferred stock at a 25% discount to face value resulting
in a gain of $280,175.  As of June 30, 1997, the Company had approximately
$20.5 million of availability under the working capital loan portion of the
new facility.

On February 4, 1997 the Company completed the private placement of $20.0 
million in convertible subordinated debentures, ("the Debentures").  The 
Debentures are due February 1, 2007 and are convertible, at any time after 
the registration date into shares of common stock, without par value, of the
Company at a conversion price of $13.37 per share.  The Debentures will 
become subject to redemption at the option of the Company on February 5, 
2000 at a price of 103%. The redemption price will decrease at a rate of 1%
per year, reaching a price of 100% in the year 2003 and remaining fixed until
the date of maturity.  The indebtedness evidenced by the Debentures 
is subordinated and junior in rights of payment to the extent of payment 
in full of all amounts due on all senior indebtedness.  Included in the 
senior indebtedness is $7.0 million of convertible notes held by 
Massachusetts Mutual Life Insurance Co. and affiliates.  The Debentures 
bear an annual interest rate of 7% with semi-annual payments in August and 
February, beginning August 1, 1997.  The Company filed a registration 
statement to register the securities underlying the debentures with the
Securities and Exchange Commission on May 9, 1997 and the registration
statement became effective on June 19, 1997.  The funds generated by this 
private placement were used in conjunction with Rental King acquisition 
(see Note 3).

For the nine months ended June 30, 1997  compared to the nine months ended
June 30,  1996, the Company's net cash provided by operating activities 
decreased to $0.8 million from $1.0 million.  This decrease was principally
due to a $7.9 million increase in rental merchandise purchases and a  $1.9 
million decrease in accounts payable offset by a $1.9 million increase in 
net income, a $5.9 million increase in non-cash depreciation and 
amortization, a $0.4 million increase in income taxes payable, and a $1.7
million increase in other liabilities.  The increase in depreciation, 
amortization, and rental merchandise purchases resulted primarily from the
stores acquired in 1996 and 1997.

For the nine months ended June 30, 1997  compared to the nine months ended
June 30,  1996, the Company's net cash used in investing activities increased
$23.9 million to $27.7 million from $3.8 million.  This increase is primarily
due to the purchase of Coleman and Rental King.
 

<PAGE>     16



                              RENT-WAY, INC.

ITEM 2 	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
    				AND RESULTS OF OPERATIONS, (Continued)

Liquidity and Capital Resources, Continued:

For the nine months ended June 30, 1997 compared to the nine months ended 
June 30, 1996, the Company's net cash provided by financing activities 
increased  to $28.2 million from $3.2 million.  The increase in net cash 
provided by financing activities was principally due to increased borrowings
on the Company's credit facilities and the sale of $20 million of 7% 
convertible subordinated debentures.  

In April 1997, the Company purchased an additional building, located 
adjacent to it's existing corporate headquarters, to accommodate the 
growth from recent acquisitions.  The building was purchased for $0.8 
million with funds drawn on the Company's new facility.

Inflation

During the nine months ended June 30, 1997, the cost of rental merchandise, 
lease rental expense and salaries and wages have increased modestly.  These 
increases have not had a significant effect on the results of operations 
because the Company has been able to charge commensurably higher rental for 
its merchandise.  This trend is expected to continue in the foreseeable 
future. 

Other Matters

In October 1995, the Financial Accounting Standards Board ("FASB") issued 
SFAS No. 123 - "Accounting for Stock-based Compensation" ("SFAS 123") 
effective for transactions entered into after December 15, 1995.  The 
Company intends on adopting disclosure-only provisions of SFAS 123 in 
fiscal 1997.  Management does not believe the adoption of this standard 
will have a significant impact on the financial statements of the Company.

In February 1997, the FASB issued SFAS No. 128 - "Earnings Per Share" 
(SFAS 128"), effective for periods ending after December 31, 1997.  
The Company has disclosed the estimated impact of SFAS 128 for the three 
and nine month periods ended June 30, 1997  (see Note 2 to the financial 
statements).

Cautionary Statement

This Report on Form 10-Q and the foregoing Management's Discussion and 
Analysis of Financial Condition and Results of Operations may contain 
various "forward looking statements" within the meaning of Section 27A of 
the Securities Act, and Section 21E of the Securities Exchange Act of 1934, 
as amended. Forward-looking statements represent the Company's expectations 
or beliefs concerning future events.  Any forward-looking statements made by
or on behalf of the Company are subject to uncertainties and other factors
that could cause actual results to differ materially from such statements.
These uncertainties and other factors include, but are not limited to, (i) the 
ability of the Company to acquire additional rental-purchase stores on
favorable terms, (ii) the ability of the Company to improve the performance
of such acquired stores and to integrate such acquired stores into the 
Company's operations, and (iii) the impact of the state and federal laws 
regulating or otherwise affecting the rental-purchase transaction.

Undo reliance should not be placed on any forward-looking statements made 
by or on behalf of the Company as such statements speak only as of the date 
made.  The Company undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, the 
occurrence of future events or otherwise.


<PAGE>     17


                              RENT-WAY, INC.

                       PART II  OTHER INFORMATION


ITEM 6.  Exhibits and Reports on Form 8-K


a.	Exhibits

The Exhibits filed as part of this report are listed below.

				Exhibit No.						Description
    ----------       -----------

       	11	          Computation of Net Income per Common Share

       	27	          Financial data schedule

b.	Reports on Form 8-K
		
On April 21, 1997, the Company filed Form 8-K/A amending its previous 
Form 8-K filed February 21, 1997 which reported the company's acquisition 
of Perry Electronics, Inc. d/b/a Rental King.  The Form 8-K/A included (i) 
audited financial statements of  Rental King consisting of balance sheets, 
statements of operations, statements of shareholders' equity and statement 
of cash flows for and as of the years ended December 31, 1996 and 1995, and
notes thereto, and (ii) unaudited proforma financial information consisting
of a balance sheet and statements of income, and notes thereto.


                              SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.




______________			_________________________________________																					
			Date										Jeffrey A. Conway
   														Vice President and Chief Financial Officer
			   											(Principal Financial and Accounting Officer and Duly 
    														Authorized Officer)