<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                   FORM 10-Q/A


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

      (MARK ONE)

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

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002

                                       OR

        [   ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

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

                         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              (I.R.S. Employer
                 incorporation)                     Identification No.)

                   ONE RENTWAY PLACE, ERIE, PENNSYLVANIA 16505
                   -------------------------------------------
                    (Address of principal executive offices)

                                 (814) 455-5378
                                 --------------
                         (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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]



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 February 11, 2003
              ------------           -----------------------------------
              Common Stock                       25,685,538



<PAGE>




                                 RENT-WAY, INC.


                                EXPLANATORY NOTE

This Form 10-Q/A is being filed to present a revised statement of operations and
a revised statement of cash flows for the three months ended December 31, 2002
and 2001. The revisions reflect the allocation of interest to the Company's
discontinued operations in accordance with the consensus reached in EITF 87-24
"Allocation of Interest to Discontinued Operations." The changes to the
previously filed first quarter Form 10-Q are set forth in Note 1 to the
financial statements presented in this Form 10-Q/A. This Form 10-Q/A also
includes a revised Item 2 - Management's Discussion and Analysis reflecting the
revisions to the financial information described above.



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I    FINANCIAL INFORMATION                                                                           PAGE
<S>                                                                                                     <C>
          Item 1. Financial Statements:

                  Condensed Consolidated Balance Sheets as of December 31, 2002 (unaudited) and
                       September 30, 2002.........................................................        3

                  Condensed Consolidated Statements of Operations, three months ended December
                       31, 2002 and 2001 (unaudited)..............................................        4

                  Condensed Consolidated Statements of Cash Flows, three months ended December
                       31, 2002 and 2001 (unaudited)..............................................        5

                  Notes to Condensed Consolidated Financial Statements (unaudited)................        6

          Item 2. Management's Discussion and Analysis
                       of Financial Condition and Results of Operations...........................       18


PART II   OTHER INFORMATION

          Signatures...............................................................................      24
          Certifications...........................................................................      25
</TABLE>




                                       2
<PAGE>

                                 RENT-WAY, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                           (All amounts in thousands)

<TABLE>
<CAPTION>
                                                               DECEMBER 31,     SEPTEMBER 30,
                                                                   2002              2002
                                                                ---------         ---------
                                                               (unaudited)
<S>                                                            <C>               <C>
ASSETS

Cash and cash equivalents ..............................        $   6,017         $   7,295
Prepaid expenses .......................................            9,895            10,361
Income tax receivable ..................................            4,407             4,191
Rental merchandise, net ................................          179,140           147,608
Rental merchandise deposits and credits due
  from vendors .........................................              919               995
Property and equipment, net ............................           46,090            49,190
Goodwill ...............................................          188,499           188,499
Deferred financing costs, net ..........................            1,956             1,870
Intangible assets, net .................................            1,385             1,700
Other assets ...........................................            4,566             4,176
Assets held for sale (Note 3) ..........................          100,686            94,909
                                                                ---------         ---------
        Total assets ...................................        $ 543,560         $ 510,794
                                                                =========         =========


LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Accounts payable .......................................        $  45,091         $  17,643
Liabilities held for sale (Note 3) .....................            2,461             3,286
Other liabilities ......................................           78,074            76,061
Deferred tax liability .................................            1,650                --
Debt ...................................................          285,037           277,207
                                                                ---------         ---------
        Total liabilities ..............................          412,313           374,197

Contingencies (See Note 11) ............................               --                --

SHAREHOLDERS' EQUITY:

Preferred stock, without par value; 1,000,000 shares
authorized; no shares issued and outstanding ...........               --                --
Common stock, without par value; 50,000,000 shares
     authorized; 25,685,538 and 24,516,478 shares issued
     and outstanding, respectively .....................          302,218           302,218
Common stock warrants; 100,000 outstanding .............              644               644
Loans to shareholders ..................................              (34)             (282)
Accumulated other comprehensive income .................              551               787
Accumulated deficit ....................................         (172,132)         (166,770)
                                                                ---------         ---------
        Total shareholders' equity .....................          131,247           136,597
                                                                ---------         ---------
        Total liabilities and shareholders' equity .....        $ 543,560         $ 510,794
                                                                =========         =========
</TABLE>





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


                                       3
<PAGE>



                                 RENT-WAY, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (All amounts in thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                                December 31,
                                                        ---------------------------
                                                          2002               2001
                                                        ---------         ---------
<S>                                                    <C>               <C>
REVENUES:
Rental revenue .................................        $  96,787         $  96,840
Prepaid phone service revenue ..................            9,261             9,203
Other revenues .................................           13,790            14,560
                                                        ---------         ---------
       Total revenues ..........................          119,838           120,603

COSTS AND OPERATING EXPENSES:
Depreciation and amortization:
    Rental merchandise .........................           28,693            33,874
    Property and equipment .....................            5,656             6,398
    Amortization of intangibles ................              478               615
Cost of prepaid phone service ..................            5,727             5,482
Salaries and wages .............................           33,745            30,486
Advertising, net ...............................            8,760            10,320
Occupancy ......................................            7,660             8,033
Other operating expenses .......................           24,625            24,089
                                                        ---------         ---------
        Total costs and operating expenses .....          115,344           119,297
                                                        ---------         ---------
        Operating income .......................            4,494             1,306

OTHER INCOME (EXPENSE):
Interest expense ...............................           (9,096)          (14,418)
Interest income ................................               11               213
Other income ...................................            1,487             1,778
                                                        ---------         ---------
Loss before income taxes, cumulative
   effect of change in accounting principle and
   discontinued operations .....................           (3,104)          (11,121)
Income tax expense .............................            1,430            10,622
                                                        ---------         ---------

Loss before cumulative effect of change in
accounting principle and discontinued
  operations ...................................           (4,534)          (21,743)
Cumulative effect of change in accounting
principle ......................................               --           (41,527)
Loss from discontinued operations ..............             (827)             (952)
                                                        ---------         ---------
       Net loss ................................        $  (5,361)        $ (64,222)
                                                        =========         =========

LOSS PER COMMON SHARE (NOTE 5):
Basic loss per common share:
     Loss before cumulative effect of change in
accounting principle and discontinued
  operations ...................................        $   (0.18)        $   (0.89)
                                                        =========         =========
     Net loss ..................................        $   (0.21)        $   (2.62)
                                                        =========         =========

Diluted loss per common share:
     Loss before cumulative effect of change in
accounting
     principle and discontinued operations .....        $   (0.18)        $   (0.89)
                                                        =========         =========
     Net loss ..................................        $   (0.21)        $   (2.62)
                                                        =========         =========

Weighted average common shares outstanding:
     Basic .....................................           25,686            24,512
                                                        =========         =========
     Diluted ...................................           25,686            24,512
                                                        =========         =========

</TABLE>



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



                                       4
<PAGE>

                                 RENT-WAY, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (All amounts in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                      December 31,
                                                               ---------------------------
                                                                  2002              2001
                                                               ---------         ---------
<S>                                                          <C>                <C>
OPERATING ACTIVITIES:
Net loss ..............................................        $  (5,361)        $ (64,222)
Loss from discontinued operations .....................             (827)             (952)
Loss from continuing operations .......................           (4,534)          (63,270)
Adjustments to reconcile net loss to net cash used in
operating activities:
    Depreciation and amortization .....................           34,988            40,887
    Deferred income taxes .............................            1,430            (6,786)
    Write-off of deferred financing costs .............               --             3,810
    Goodwill impairment ...............................               --            58,935
    Write-off of property and equipment ...............              102               537
    Gain on sale of assets ............................             (195)             (544)
Changes in assets and liabilities:
    Prepaid expenses ..................................              466             5,058
    Rental merchandise ................................          (53,900)          (64,300)
    Rental merchandise deposits and credits due from ..               75               558
vendors
    Income tax receivable .............................                4               986
    Other assets ......................................             (392)            1,624
    Accounts payable ..................................            3,875              (521)
    Other liabilities .................................            2,056           (11,901)
                                                               ---------         ---------
       Net cash used in continuing operations .........          (16,025)          (34,927)
         Net cash used in discontinued operations .....           (2,205)             (952)
                                                               ---------         ---------
         Net cash used in operating activities ........          (18,230)          (35,879)
                                                               ---------         ---------


INVESTING ACTIVITIES:
    Purchase of businesses, net of cash acquired ......             (259)             (885)
    Purchases of property and equipment ...............           (1,991)           (3,316)
    Proceeds from sale of stores and other assets .....              303               867
                                                               ---------         ---------
       Net cash used in investing activities ..........           (1,947)           (3,334)
                                                               ---------         ---------

FINANCING ACTIVITIES:
    Proceeds from borrowings ..........................          174,000           205,000
    Payments on borrowings ............................         (168,858)         (176,272)
    Book overdraft ....................................           13,509            10,120
    Deferred financing costs ..........................               --            (2,643)
    Proceeds from common stock and warrant issuance ...               --                26
    Interest on shareholder loans .....................               (3)               --
    Payment of loans by directors .....................              251               351
    Interest on loans to directors ....................               --               (18)
                                                               ---------         ---------
       Net cash provided by financing activities ......           18,899            36,564
                                                               ---------         ---------
         Decrease in cash .............................           (1,278)           (2,649)
                                                               ---------         ---------

Cash and cash equivalents at beginning of period ......            7,295            10,515
                                                               ---------         ---------

Cash and cash equivalents at end of period ............        $   6,017         $   7,866
                                                               =========         =========

</TABLE>



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


                                       5
<PAGE>



                                 RENT-WAY, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (All amounts in thousands, except per share data)
                                   (Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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, computers, major
appliances and jewelry to consumers on a weekly or monthly basis. Commencing
January 1, 2000, the Company also provides prepaid local phone service to
consumers on a monthly basis through its majority-owned subsidiary, dPi
Teleconnect, LLC ("DPI"). The accompanying unaudited condensed consolidated
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 accounting principles generally accepted in the United States
of America. In the opinion of management, all adjustments which, except as
discussed herein, consist of normal recurring adjustments and 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.

The condensed consolidated financial statements include the accounts of the
Company and its wholly and majority owned subsidiaries. All significant
inter-company transactions and balances have been eliminated.

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-K for the fiscal year ended September 30, 2002.

DISCONTINUED OPERATIONS. On December 17, 2002, the Company entered into a
definitive purchase agreement to sell 295 stores to Rent-A-Center. Accordingly,
for financial statement purposes, the assets, liabilities, results of operations
and cash flows of this component have been segregated from those of continuing
operations and are presented in the Company's financial statements as
discontinued operations (see Note 3).

RECLASSIFICATIONS. Certain amounts in the September 30, 2002, Consolidated
Balance Sheet, Condensed Consolidated Statement of Operations for the
three-months ended December 31, 2001, and Condensed Consolidated Statement of
Cash Flows for the three months ended December 31, 2001, were reclassified to
conform to the December 31, 2002, presentation.



                                       6
<PAGE>



                                 RENT-WAY, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (All amounts in thousands, except per share data)
                                   (Unaudited)


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cont'd:


ALLOCATION OF INTEREST TO DISCONTINUED OPERATIONS. These financial statements
reflect the allocation of interest to the Company's discontinued operations in
accordance with the consensus reached in EITF 87-24 "Allocation of Interest to
Discontinued Operations". The changes from the previously filed Form 10-Q are
set out below:



<TABLE>
<CAPTION>
                                                Three Months Ended December 31, 2002     Three Months Ended December 31, 2001
                                                ------------------------------------     -------------------------------------
                                                Previously                     As        Previously                     As
                                                 Reported    Adjustment      Revised      Reported     Adjustment     Revised
                                                ----------   ----------      -------     ----------    ----------     -------
<S>                                             <C>         <C>             <C>         <C>            <C>           <C>
Condensed Consolidated Statement of
Operations

Interest expense                                $(11,168)     $  2,072      $ (9,096)     $(16,569)     $  2,151      $(14,418)
Loss before income taxes, cumulative
   effect of change in accounting
   principle and discontinued operations          (5,176)        2,072        (3,104)      (13,272)        2,151       (11,121)
Loss before cumulative effect of change in
   accounting principle and discontinued
   operations                                     (6,606)        2,072        (4,534)      (23,894)        2,151       (21,743)

Income (loss) from discontinued operations         1,245        (2,072)         (827)        1,199        (2,151)         (952)
Basic loss per share before cumulative
   effect of change in accounting principle
   and discontinued operations                     (0.26)         0.08         (0.18)        (0.97)         0.09         (0.89)
Diluted loss per share before cumulative
   effect of change in accounting principle
   and discontinued operations                     (0.26)         0.08         (0.18)        (0.97)         0.09         (0.89)

Condensed Consolidated Statement of Cash
Flows

Income (loss) from discontinued operations         1,245        (2,072)         (827)        1,199        (2,151)         (952)

Loss from continuing operations                   (6,606)        2,072        (4,534)      (65,421)        2,151       (63,270)

Net cash used in continuing operations           (18,097)        2,072       (16,025)      (37,078)        2,151       (34,927)

Net cash used in discontinued operations            (133)       (2,072)       (2,205)        1,199        (2,151)         (952)

</TABLE>





                                       7
<PAGE>

                                 RENT-WAY, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (All amounts in thousands, except per share data)
                                   (Unaudited)


2. LIQUIDITY:

The accompanying financial statements have been prepared on a going-concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company's current credit
facility expires December 31, 2003. The Company is in discussions with its
lenders to restructure or replace the credit facility. There can be no assurance
that the Company will be successful in amending or replacing the facility. The
Company's ability to operate as a going concern is largely dependent on its
ability to successfully negotiate with its bank lenders an amendment or
restructuring of the Company's existing credit facility.

3.  DISCONTINUED OPERATIONS:

On December 17, 2002, the Company entered into a definitive purchase agreement
to sell 295 stores to Rent-A-Center, Inc. for approximately $101,500. These
stores are all included in the household rental segment. The transaction closed
on February 8, 2003. The final purchase price for the stores will be
approximately $100,400. As required under the Company's credit agreement, all
proceeds of the sale, net of transaction costs, store closing and similar
expenses, will be used to pay existing bank debt. Of the approximate $100,400
purchase price, $10,000 is being held back by Rent-A-Center to secure the
Company's indemnification obligations, $5,000 for 90 days following closing and
$5,000 for 18 months following closing. Also, there is a $24,500 escrow held by
National City Bank for 180 days to fund transaction expenses. The assets being
sold include rental merchandise, vehicles under capital leases and certain fixed
assets. Vehicle lease obligations will paid by the Company out of the proceeds
from the sale. The Company will record receivables for these based upon its
ability to fully satisfy the indemnification obligations of the agreement.
Subsequent to the completion of the sale, the Company will operate 766 stores in
33 states.

This asset group is distinguishable as a component of the Company and classified
as held for sale in accordance with Statement of





Financial Accounting Standards No. 144 ("SFAS 144"), "Accounting for the
Impairment on Disposal of Long-Lived Assets." Direct costs to transact the sale
are comprised of, but not limited to, broker commissions, legal and title
transfer fees and closing costs, and will reduce any gain on sale.

In connection with the sale of the stores, the Company has and will continue to
incur additional direct costs related to the sale and exit costs related to
these discontinued operations. Costs associated with an exit activity include,
but are not limited to termination benefits, costs to terminate a contract that
is not a capital lease and costs to consolidate facilities or relocate
employees, in accordance with Statement of Financial Accounting Standards No.
146 ("SFAS 146"), "Accounting for Costs Associated with Exit or Disposal
Activities." There will be a transition period as defined in the asset purchase
agreement comprised of a period of thirty days from the date immediately
following the closing date. During this transition period, the Company will be
liable for certain exit costs attributable to the operation and transition of
the purchased stores, including, but not limited to, rent, utilities, costs
applicable to office equipment, costs associated with vehicles, employee
payroll, health and other employee benefits, workers compensation claims, health
care claims and all other costs related to transition personnel. The Company
will accrue for employee separation costs as costs are incurred. These costs
will be included in the results of discontinued operations in accordance with
SFAS 146.


Interest on debt that is required to be repaid as a result of the disposal
transaction is allocated to loss from discontinued operations. The effective
interest rate on the outstanding debt of the Company at the end of the period
reported is applied to the $68,643 estimated debt pay-down from the proceeds.
The amount of interest reclassified to loss from discontinued operations is
$2,072 and $2,151 for the three-month periods ending December 31, 2002 and 2001,
respectively.



                                       8
<PAGE>

                                 RENT-WAY, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (All amounts in thousands, except per share data)
                                   (Unaudited)




3. DISCONTINUED OPERATIONS, continued:


Related operating results have been reported as discontinued operations in
accordance with SFAS 144. The Company has reclassified the results of operations
of the component to be disposed for the prior period in accordance with
provisions of SFAS 144. There have been no corporate expenses (including
advertising expense) included in expenses from discontinued operations. Revenues
and net income from the discontinued operations were as follows:


<TABLE>
<CAPTION>
                                                                   Three Months Ended       Three Months Ended
                                                                     December 31,2002        December 31,2001
                                                                   -------------------      ------------------
<S>                                                                     <C>                     <C>
           Revenues                                                     $  31,290               $   33,501
           Expenses from discontinued operations (including
           exit costs and interest expense)                               (30,751)                 (34,453)
           Rental merchandise fair value adjustment                        (1,366)                      --
           Income tax benefit                                                  --                       --
                                                                        ---------               ----------
           Net loss from discontinued operations                        $    (827)               $    (952)
                                                                        ==========              ===========
</TABLE>


Assets and liabilities of the stores held for sale included in the Condensed
Consolidated Balance Sheet are as follows:

<TABLE>
<CAPTION>
                                     December 31,    September 30,
Assets:                                   2002           2002
                                       --------        --------
<S>                                   <C>             <C>
    Rental Merchandise, net(1)         $ 54,792        $ 48,456
    Goodwill                             41,291          41,291
    Property and equipment, net           4,456           5,126
    Costs of sale                           110              --
    Utility Deposits                         37              36
                                       --------        --------
                                       $100,686        $ 94,909
                                       ========        ========

Liabilities:
    Vehicle lease obligation           $  2,363        $  3,181
    Customer deposits                        98             105
                                       --------        --------
                                       $  2,461        $  3,286
                                       ========        ========
</TABLE>

(1)   Rental merchandise and property and equipment classified as held for
      sale are long-lived assets and have not been depreciated while
      classified as held for sale in accordance with SFAS 144. Held for sale
      assets are carried at the lower of carrying amount or fair value. The
      Company recorded a write-down for rental merchandise to fair value of
      $1.4 million, which is reported in Income from Discontinued Operations
      in the Condensed Consolidated Statement of Operations for the three
      months ended December 31, 2002.




Property and equipment held for sale was comprised of the following:

<TABLE>
<CAPTION>
                                     December 31,    September 30,
                                         2002            2002
                                       --------         -------
<S>                                    <C>              <C>
Leasehold improvements                 $  3,290         $ 3,274
Computer equipment                          592             596
Furniture and fixtures                      819             818
Vehicles                                  5,500           5,500
Accumulated depreciation                 (5,745)         (5,062)
                                       --------        --------
Property and equipment, net            $  4,456        $  5,126
                                       ========        ========
</TABLE>


                                       9
<PAGE>

                                 RENT-WAY, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (All amounts in thousands, except per share data)
                                   (Unaudited)


4. BUSINESS RATIONALIZATION:

The Company periodically closes under-performing stores and takes other actions
to maximize its overall profitability. In connection with the closing of stores
and taking other actions, it incurs employee severance, fixed asset write offs,
lease termination costs and other direct exit costs related to these activities.
The Company recorded employee severance costs of $127 in the three months ended
December 31, 2002. The net amount of these costs were as follows:

<TABLE>
<CAPTION>
                                             Fixed           Lease
                                             Asset        Termination
                                           Write Offs        Costs           Total
                                            -------         -------         -------
<S>                                         <C>             <C>             <C>
Balance at September 30, 2001 ......        $    --         $ 5,084         $ 5,084
Fiscal 2002 Provision ..............            373             458             831
Amount utilized in fiscal 2002 .....           (373)         (3,407)         (3,780)
                                            -------         -------         -------
Balance at September30, 2002 .......        $    --           2,135         $ 2,135
                                            -------         -------         -------
Fiscal 2003 Provision (Q1) .........             10              92             102
Amount utilized in Fiscal 2003,
  (Q1) .............................            (10)           (392)           (402)
                                            -------         -------         -------
Balance at December 31, 2002 .......        $    --         $ 1,835         $ 1,835
                                            =======         =======         =======
</TABLE>

Lease termination costs will be paid according to the contract terms.




                                       10
<PAGE>

                                 RENT-WAY, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (All amounts in thousands, except per share data)
                                   (Unaudited)



5. LOSS PER COMMON SHARE:

Basic loss per common share is computed using loss available to common
shareholders divided by the weighted average number of common shares
outstanding. Diluted loss per common share is computed using loss available to
common shareholders and the weighted average number of shares outstanding
adjusted for the potential impact of options and warrants where the effects are
dilutive. Because operating results were a loss for the three-month period ended
December 31, 2002, and 2001, basic and diluted loss per common share were the
same.




The following table reconciles the basic and diluted loss per common share
computation:




<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                                   December 31,
                                                                           -----------------------------
                                                                                   (unaudited)
                                                                           -----------------------------
                                                                              2002               2001
                                                                           ----------         ----------
<S>                                                                        <C>                <C>
COMPUTATION OF LOSS PER SHARE:
    Loss before cumulative effect of change in accounting principle
    and discontinued operations ...................................        $   (4,534)        $  (21,743)

    Cumulative effect of change in accounting principle ...........                --            (41,527)
    Discontinued operations .......................................              (827)              (952)
                                                                           ----------         ----------
    Net loss ......................................................        $   (5,361)        $  (64,222)
                                                                           ==========         ==========
    Weighted average common shares used in calculating basic loss
       per share ..................................................            25,686             24,512
    Add incremental shares representing:
       Shares issuable upon exercise of stock options, warrants and
          escrowed shares (1) .....................................                --                 --
                                                                           ----------         ----------
    Weighted average number of shares used in calculation of
    diluted loss per share (in 000's) .............................            25,686             24,512
                                                                           ==========         ==========

    BASIC loss per share
    Loss before cumulative effect of change in accounting
    principle and discontinued operations .........................        $    (0.18)        $    (0.89)
    Cumulative effect of change in accounting principle ...........                --              (1.69)
    Discontinued operations .......................................             (0.03)             (0.04)
                                                                           ----------         ----------
    Net loss ......................................................        $    (0.21)        $    (2.62)
                                                                           ==========         ==========

    DILUTED loss per share
    Loss before cumulative effect of change in accounting
    principle and discontinued operations .........................        $    (0.18)        $    (0.89)
    Cumulative effect of change in accounting principle ...........                --              (1.69)
    Discontinued operations .......................................             (0.03)             (0.04)
                                                                           ----------         ----------
    Net loss ......................................................        $    (0.21)        $    (2.62)
                                                                           ==========         ==========

</TABLE>


(1)   Including the effects of these items for the periods ended 2002 and
      2001 would be antidilutive. Therefore, 7,854 and 2,264 of antidilutive
      common shares are excluded from consideration in the calculation of
      diluted loss per share for the three-months ended December 31, 2002,
      and December 31, 2001, respectively.

6. GOODWILL--ADOPTION OF STATEMENT 142:

Effective October 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets." SFAS 142
changes the accounting for goodwill from an amortization method to an
impairment-only approach. Amortization of goodwill and intangible assets with
indefinite lives, including such assets recorded in past business combinations,
ceases upon adoption. Thus, no amortization for such goodwill and indefinite
lived intangibles was recognized in the accompanying Condensed Consolidated
Statements of Operations for the three-months ended December 31, 2002 and 2001.
On an annual basis and when there is reason to suspect that their values have
been diminished or impaired, these assets must be tested for impairment, and a
write down may be necessary.



                                       11
<PAGE>

                                 RENT-WAY, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                (All amounts in thousands, except per share data)
                                   (Unaudited)



6. GOODWILL--ADOPTION OF STATEMENT 142, continued:


In accordance with the provisions of SFAS 142, during fiscal 2002 the Company
performed, with the assistance of an independent valuation firm, the impairment
test of the carrying value of goodwill. This assessment resulted in an
impairment write-down of $58,900, recorded in "Cumulative Effect of Change in
Accounting Principle" in the amount of $41,500 (net of $17,400 in income taxes).
In accordance with the transitional implementation guidance of SFAS 142, the
write down was recorded retroactive to the Company's first quarter results of
operations.

The Rent-A-Center transaction (see Note 3) is an event that triggers an
impairment assessment under the provisions of SFAS 142. The Company performed an
impairment test of the carrying value of goodwill remaining after allocation of
the fair value of goodwill to the assets held for sale as set forth in the
Rent-A-Center purchase agreement as of December 17, 2002, the date of the
agreement. There is no impairment of goodwill as a result of this assessment.




The following table shows the net carrying value of goodwill as of December 31,
2002, and September 30, 2002, for the Company's segments:

<TABLE>
<CAPTION>
                                                                   Prepaid
                                                 Household        Telephone            Total
                                               Rental Segment   Service Segment      Segments
                                               --------------   ---------------      --------
<S>                                               <C>             <C>               <C>
            Goodwill                              $ 181,905        $   6,594         $188,499
            Goodwill, assets held for sale           41,291               --           41,291
                                                  ---------        ---------         --------
                                                  $ 223,196        $   6,594         $229,790
                                                  =========        =========         ========
</TABLE>

The following table reflects the components of amortizable intangible assets at
December 31, 2002:

<TABLE>
<CAPTION>
                                                                                    Net
                                                  Purchase        Cumulative      Carrying
                                                   Amount        Amortization      Amount
                                                  --------       ------------     --------
<S>                                              <C>              <C>            <C>
           Amortizable intangible assets:
               Non-compete agreements             $  2,630         $ (1,823)      $    807
               Customer contracts                    1,164             (814)           350
               Exclusivity agreement                 2,050           (1,822)           228
                                                  --------         ---------      --------
                                                  $  5,844         $ (4,459)      $  1,385
                                                  ========         ========       ========
</TABLE>

There were no changes to the amortization methods and lives of the amortizable
intangible assets.

7. DEBT:

Debt consists of the following:

<TABLE>
<CAPTION>
                                                   December 31,    September 30,
                                                      2002            2002
                                                    ---------       ---------
<S>                                                 <C>             <C>
             Senior credit facility..........       $ 284,954       $ 277,121
             Notes Payable...................              83              86
                                                    ---------       ---------
                                                    $ 285,037       $ 277,207
                                                    =========       =========
</TABLE>

The Company's credit facility dated September 23, 1999, as amended November 17,
1999; December 6, 1999; December 7, 1999; June 28, 2000; October 5, 2001 and
June 24, 2002 is co-led by National City Bank of Pennsylvania, acting as
administrative agent, Bank of America, N.A., acting as documentation agent, and
Bank of Montreal and Harris Trust and Savings Bank, acting as syndication
agents, provided for loans of $284,954 (revolving notes of $36,098 and Terms
Loans A $82,981, and Term Loans B $165,875). The credit facility is secured by
substantially all of the Company's assets.

Under the credit facility, the Company may borrow funds under a base rate option
plan or euro-rate option plan. Under the base rate option plan, the Company may
borrow funds based on a spread of prime rate plus 450 to 500 basis points. In
addition, payment-in-


                                       12
<PAGE>


                                 RENT-WAY, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (All amounts in thousands, except per share data)
                                   (Unaudited)



7. DEBT, continued:


kind interest at a rate of 200 to 500 basis points per annum is due and payable
in cash on the maturity date of the term loans. The payment-in-kind margin is
determined based on the ratio of debt to cash flows from operations during the
period.

Under the euro-rate option, the Company may borrow funds based on a spread of
the LIBOR plus 550 to 600 basis points. In addition, payment-in-kind interest at
a rate of 200 to 500 basis points per annum is due and payable in cash on the
maturity date of the term loans. The payment-in-kind margin is determined based
on the ratio of debt to cash flows from operations during the period.

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 multiples
of $1,000. Commitment fees associated with the credit facility are in a range
from 0.375% to 0.500% for each bank's unused commitment.


The principal amount of the Term Notes A under the credit facility is payable in
quarterly payments due on the last day of each December, March, June, and
September, beginning with the quarter ended December 31, 2001, as follows:


<TABLE>
<CAPTION>
            Quarters ending on following date          Amount of principal payment due on payment date
            ---------------------------------          -----------------------------------------------
<S>                                                     <C>
                12/31/01 through 6/30/02                                    $5,722
                 9/30/02 through 6/30/03                                    $7,153
                         9/30/03                                            $8,583
                        12/31/03                           remaining principal balance outstanding
</TABLE>

The principal amount of Term Notes B under the amended facility is payable in
eight quarterly payments due on the last day of each December, March, June, and
September beginning with the quarter ended December 31, 2001, and continuing
through the quarter ending September 30, 2003, each payment equal to $444. The
remaining principal balance is due on December 31, 2003.

The credit facility requires the Company to meet certain financial covenants and
ratios including maximum leverage, minimum interest coverage, minimum net worth,
fixed charge coverage, and rental merchandise usage ratios. In addition, the
Company must meet requirements regarding monthly, quarterly, and annual
financial reporting. The credit facility also contains non-financial covenants,
which restrict 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 part, without premium or penalty, except
with respect to restrictions identified with the selection of the euro rate
option. As of December 31, 2002, the Company was in compliance with all
covenants contained in the credit facility.

In the event that the leverage ratio as measured at June 30, 2003, for the four
fiscal quarters then ended, is equal to or greater than 2.25 to 1.00, the
Company will issue to the lenders warrants (the "Lender Warrants") for the
purchase of the Company's common stock and will deliver the Registration Rights
Agreement in the form provided for in the Lender Warrants. The shares of common
stock that will be obtained by the lenders upon the exercise of the Lender
Warrants shall equal 15% of the total outstanding voting power of all the
outstanding shares of the Company immediately prior to the exercise of the
Lender Warrants. The Lender Warrants shall be allocated to the lenders based
upon each lender's ratable share. The Company shall at all times maintain a
sufficient number of authorized shares of its common stock to permit the
exercise by the lenders of the conversion of the Lender Warrants into shares of
the Company's common stock. The Company will be required to issue the Lender
Warrants based on the current leverage ratio.

As a result of the amendment of the credit facility that occurred on October 5,
2001, the Company wrote off a portion of the bank fees associated with previous
amendments to the credit facility. The amount of deferred finance costs was
$4,089 of which $3,368 related to the term loans and was recorded originally as
an extraordinary item and $442 relating to the revolving notes and was recorded
in interest expense on the Company's Consolidated Statement of Operations for
the year ended September 30, 2002.

Effective October 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 145 (SFAS 145), "Rescission of FASB Statements No. 4, 44 and 64,
Amendment of FASB Statement No. 13 and Technical Corrections." The Company
reclassified the write-off of $3,368 deferred finance costs originally recorded
as an extraordinary item to interest expense in the three months ended December
31, 2001.


                                       13
<PAGE>


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (All amounts in thousands, except per share data)
                                   (Unaudited)


7. DEBT, continued:


As of December 31, 2002, the Company's credit facility debt under both the
euro-rate option and the base-rate options plans were as follows:

<TABLE>
<CAPTION>
         BORROWING OPTION PLAN                      AMOUNT              RATE
         ---------------------                      ------              ----
<S>                                                <C>                <C>
         Euro-rate tranche.................        $  82,980          6.90000%
         Euro-rate tranche.................          165,875          7.40000%
         Euro-rate tranche.................           10,000          7.27000%
         Euro-rate tranche.................            5,000          7.32652%
         Euro-rate tranche.................           10,000          6.92000%
         Base-rate tranche.................           11,099          8.75000%
                                                   ---------
                                        Total      $ 284,954
                                                   =========
</TABLE>

The rates listed in the above table do not include payment-in-kind interest,
which is interest accrued but not paid currently. As of December 31, 2002,
payment-in-kind interest is accruing at 450 basis points on the Term Loans A and
revolving notes and 500 basis points on the Term Loans B.




On December 13, 2002, the Company amended its credit facility. This amendment
modified the maximum leverage ratio, the minimum interest coverage ratio, the
minimum consolidated net worth and the fixed charge coverage ratio covenants for
periods after December 31, 2002, through December 31, 2003. In consideration for
the amendment to the credit facility, the Company paid $500 as an amendment fee.
The amendment fee was payable the earlier of the receipt of proceeds from
material asset sales, or December 31, 2003. In the event the Company fails to
comply with its covenants in the credit facility, it would be unable to borrow
under the facility. The Company believes it will be able to comply with
covenants based upon its fiscal 2003 projections.

On January 2, 2003, the Company amended its credit facility. The amendment
provided for a supplemental $10,000 term loan to the Company, which is payable
in full on the earlier of the Rent-A-Center transaction closing date or March
31, 2003. In consideration for the amendment to the credit facility, the Company
paid $250 as an amendment fee. This amendment fee was payable the earlier of the
receipt of proceeds from material asset sales, or December 31, 2003.

Upon closing of the Rent-A-Center transaction, the Company shall fund $24,500
into a cash collateral account to be used by the Company for the payment of
certain expenses incurred as a result of the sale. In addition, the Company must
make a mandatory prepayment of principal equal to the net after-tax cash
proceeds of the sale less the amount funded into the cash collateral account.

The mandatory prepayment shall be applied first to the outstanding principal
balance of the supplemental term loans advanced in the January 2 amendment,
second to the revolving credit loans in the amount of $5,000, and third ratably
to the outstanding principal balance of the Term Loans A and B. Any subsequent
proceeds received from the Rent-A-Center transaction shall be applied ratably to
the outstanding principal balance of Term Loans A and B.

8. SHAREHOLDERS' EQUITY:

On April 18, 2002, the Company sold 1.0 million restricted common shares and
warrants to acquire 100,000 common shares to Calm Waters Partnership and two
other investors (the "Investors") for $6,000. The warrants have an exercise
price of $9.35 per share, subject to adjustment. The Company is required to
issue 333,000 additional warrants to the Investors on or about April 1, 2003, at
an expected exercise price of $1.50 per share, because it failed to meet certain
financial benchmarks.





                                       14
<PAGE>

                                 RENT-WAY, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (All amounts in thousands, except per share data)
                                   (Unaudited)



9. DERIVATIVE FINANCIAL INSTRUMENTS:

At December 31, 2002, the Company had interest rate swaps on a notional debt
amount of $163,100 and a fair market value of ($8,507). The variable pay
interest rate ranges from 5.09% to 6.97%. The maturity dates run through August
2005.

The Company's interest rate swaps do not meet the qualifications for hedge
accounting treatment under Statement of Financial Accounting Standards No. 133.
For the quarter ended December 31, 2002, the Company's positive change in the
fair market value of the interest rate swap portfolio of $1,205 was recorded to
other income/expense in the Company's Condensed Consolidated Statements of
Operations.

10. COMPREHENSIVE INCOME:

Comprehensive income encompasses net income and changes in the components of
accumulated other comprehensive income not reflected in the Company's Condensed
Consolidated Statements of Operations during the periods presented. Accumulated
other comprehensive income consists of the transition asset recorded at the time
of adoption of SFAS No. 133.



<TABLE>
<CAPTION>
                                              Other Comprehensive         Accumulated Other
                                                     Income             Comprehensive Income
                                              -------------------       --------------------
<S>                                             <C>                       <C>
           Net loss for the three months
                ended December 31, 2002            $ (5,361)                 $       --
           SFAS 133 Transition amount                   787                         787
           Amortization of SFAS 133
                Transition amount                      (236)                       (236)
                                                   --------                  ----------
           Total for three months ended
                December 31, 2002                  $ (4,810)                 $      551
                                                   =========                 ==========
</TABLE>

11. CONTINGENCIES:

The Company, its firm of independent accountants, and certain of its current and
former officers were served with a consolidated class action complaint filed in
the U.S. District Court for the Western District of Pennsylvania. The complaint
alleges that, among other things, as a result of accounting irregularities, the
Company's fiscal 1998, 1999, and 2000 financial statements were materially false
and misleading thus constituting violations of federal securities laws by the
Company, by its firm of independent accountants and by certain officers. The
action alleges that the defendants violated Sections 10(b) and/or Section 20(a)
of the Securities Exchange Act and Rule 10b-5 promulgated thereunder. The action
seeks damages in unspecified amounts. The action purports to be brought on
behalf of purchasers of the Company's common stock during various periods, all
of which fall between December 10, 1998, and October 27, 2000. Rent-Way filed a
motion to dismiss the complaint, which was denied. Discovery regarding class
certification issues has begun and is continuing.

Certain of the Company's officers and directors and the Company, as nominal
defendant, have been sued in a shareholder derivative action brought on behalf
of the Company in the U.S. District Court for the Western District of
Pennsylvania. The derivative complaint purports to assert claims on behalf of
the Company against the defendants for violation of duties asserted to be owed
by the defendants to the Company and which relate to the events which gave rise
to the purported class actions described above. All proceedings in the
derivative case have been stayed pending the resolution of the class action
lawsuit.

Pursuant to its bylaws, the Company is obligated under certain circumstances to
indemnify its officers and directors for the costs they incur as a result of the
investigations and lawsuits and against claims within the lawsuits.

The Company is presently unable to predict or determine the final outcome of, or
to estimate the amounts or potential range of loss with respect to, the
investigations and the lawsuits described above. Management believes that an
adverse outcome with respect to such proceedings could have a material adverse
impact on the Company's financial position, results of operations or cash flows.



                                       15
<PAGE>


                                 RENT-WAY, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (All amounts in thousands, except per share data)
                                   (Unaudited)


11. CONTINGENCIES, continued:


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 initial claims totaling $14,042. However, all but $562 such claims
are, in the opinion of management, covered by insurance policies or
indemnification agreements, or create only remote potential of any liability
exposure to the Company, and therefore should not have a material effect on the
Company's financial position, results of operations or cash flows. Additionally,
threatened claims exist for which management is not yet able to reasonably
estimate a potential loss. In management's opinion, none of these threatened
claims will have a material adverse effect on the Company's financial position,
results of operations or cash flows.

The Company is self-insured for certain losses related to workers' compensation,
employee medical, vehicle and general liability.

The Company has purchased stop-loss coverage in order to limit its exposure to
any significant levels of claims. Self-insurance reserves are accrued based upon
the Company's estimates of the aggregate liability for uninsured claims incurred
using certain actuarial assumptions followed in the insurance industry and the
Company's historical experience. The Company has obtained letters of credit of
$6,000 to guarantee the payment of future claims.

12. INCOME TAXES:

During the first quarter of fiscal 2003, the Company recorded income tax expense
of $1,430 million due to the Company's inability to book the reversal of the
deferred tax liability associated with tax deductible goodwill to offset a
portion of its deferred tax asset following the adoption of SFAS 142. The
deferred tax asset, net of liabilities excluding goodwill, increased from
$63,944 at September 30, 2002, to $65,433 at December 31, 2002. This represented
an increase of $1,489 for the quarter. A full valuation allowance has been
provided against the deferred tax asset. A deferred tax liability of $1,430 has
been established for goodwill.

13. SEGMENT INFORMATION:

Rent-Way is a national rental-purchase chain that provides a variety of services
to its customers including rental of household items and prepaid local telephone
service on a week-by-week or a month-by-month basis. The Company has determined
that its reportable segments are those that are based on the Company's method of
internal reporting, which disaggregates its business by product category. The
Company's reportable segments are household rentals and prepaid telephone
service. Its household rental segment rents name brand merchandise such as
furniture, appliances, electronics and computers on a weekly, biweekly,
semimonthly or bimonthly basis. Its prepaid telephone service segment provides a
local dial tone on a month-by-month basis.

The financial results of the Company's segments follow the same accounting
policies as described in "Summary of Significant Accounting Policies" (see Note
1).

<TABLE>
<CAPTION>
                                   Household              Prepaid
For the three months ended          Rental               Telephone           Inter-segment
December 31, 2002                   Service               Service              Activity                Total
--------------------------         ---------             ---------             --------              ---------
<S>                                <C>                   <C>                   <C>                   <C>
Total revenue .........            $ 110,988             $   9,275             $    (425)            $ 119,838
                                   =========             =========             =========             =========
Operating income (loss)            $   4,678             $    (345)            $     161             $   4,494
                                   =========             =========             =========             =========
Net loss ..............            $  (5,105)            $    (387)            $     131             $  (5,361)
                                   =========             =========             =========             =========

Total Assets ..........            $ 542,899             $   4,500             $  (3,839)            $ 543,560
                                   =========             =========             =========             =========
</TABLE>


14. SUBSEQUENT EVENT:

 On February 8, 2003, the Company closed the sale of 295 stores to
Rent-A-Center, Inc. for $100,400, of which $10,000 is being held back by
Rent-A-Center to secure Rent-Way's indemnification obligations, $5,000 for 90
days and $5,000 for 18 months. As required under the Company's credit agreement,
all proceeds of the sale, net of transaction, store closing and similar
expenses, will be used to pay existing bank debt. Subsequent to the sale,
Rent-Way operates 766 stores in 33 states.


                                       16
<PAGE>


                                 RENT-WAY, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (All amounts in thousands, except per share data)
                                   (Unaudited)


15. RECENT ACCOUNTING PRONOUNCEMENTS:

In December 2002, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards Board No. 148, "Accounting for
Stock-Based Compensation -- Transition and Disclosure ("SFAS 148"). SFAS 148
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, SFAS
148 amends the disclosure requirements of SFAS 123 to require new prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. Certain sections of this Statement shall be effective
for financial reports containing condensed financial statements for interim
periods beginning after December 15, 2002. All other sections of this Statement
are effective for financial statements for fiscal years ending after December
15, 2002. The Company is currently evaluating the provisions of this Statement.

In June 2001, FASB issued Statement of Financial Accounting Standard No. 143,
"Accounting for Asset Retirement Obligations" (SFAS 143). SFAS 143 addresses
financial accounting and reporting obligations associated with the retirement of
tangible, long-lived assets and the associated asset retirement costs. The
Company adopted this Standard effective October 1, 2002. This Standard had no
impact to these financial statements upon its adoption.






On November 25, 2002, the FASB issued FIN 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others, An Interpretation of FASB Statements No. 5, 57 and 107
and Rescission of FASB Interpretation No. 34". The Interpretation requires that
upon issuance of a guarantee, the entity must recognize a liability for the fair
value of the obligation it assumes under that obligation. The Company has
evaluated the provisions of this Interpretation and determined it does not have
an impact on these financial statements upon its adoption.

In January 2003, the FASB issued FIN 46, "Consolidation of Variable Interest
Entities." The objective of this interpretation is to improve financial
reporting by enterprises involved with variable interest entities. This
interpretation applies to variable interest entities created after January 31,
2003. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. The Company has no variable
interest entities that are not currently consolidated and is evaluating the
provisions of this interpretation.





                                       17
<PAGE>



                                 RENT-WAY, INC.

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

OVERVIEW

Effective upon closing of the Rent-A-Center transaction, Rent-Way operates 766
stores located in 33 states. The Company offers quality brand name home
entertainment equipment, computers, furniture, appliances, and jewelry to
customers under full-service rental-purchase agreements that generally allow the
customer to obtain ownership of the merchandise at the conclusion of an agreed
upon rental period. The Company also provides prepaid local phone service to
consumers on a monthly basis through its majority-owned subsidiary, dPi
Teleconnect, L.L.C. ("DPI").

USE OF ESTIMATES IN OUR FINANCIAL STATEMENTS

The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates. On an ongoing basis, management reviews its estimates,
including those related to litigation, liability for self-insurance, impairment
of goodwill and other intangibles, based on currently available information.
Changes in facts and circumstances may result in revised estimates.

SIGNIFICANT ACCOUNTING POLICIES

Revenue. Rental merchandise is rented to customers pursuant to rental
agreements, which provide for either weekly, biweekly, semi-monthly or monthly
rental payments collected in advance. Revenue is recognized as collected, not
over the rental term, since at the time of collection the rental merchandise has
been placed in service and costs of installation and delivery have been
incurred. This method of revenue recognition does not produce materially
different results than if rental revenue was recognized over the weekly,
biweekly, semi-monthly or monthly rental term.

Rental Merchandise Depreciation. The Company uses the units of activity
depreciation method for all rental merchandise except computers. Under the units
of activity method, rental merchandise is depreciated as revenue is collected.
Thus rental merchandise is not depreciated during periods when it is not on rent
and therefore not generating rental revenue. Personal computers, added to the
Company's product line in June 1999, are principally depreciated on the
straight-line basis beginning on acquisition date over 12 months to 24 months,
depending on the type of computer. Write-offs of rental merchandise arising from
customers' failure to return merchandise, obsolescence and losses due to
excessive wear and tear of merchandise are recognized using the direct write-off
method, which is materially consistent with the results that would be recognized
under the allowance method.

Prepaid Phone Service. Prepaid phone service is provided to customers on a
prepaid month-to-month basis. Prepaid phone service revenues are comprised of
monthly service revenues and activation revenues. Monthly service revenues are
recognized on a straight-line basis over the related monthly service period,
commencing when the service period begins. The cost of monthly service is also
recognized over the monthly service period and is included in "cost of prepaid
phone service" in the Statement of Operations. Activation revenues are
recognized on a straight-line basis over the average life of the customer
relationship. Activation costs are expensed as incurred and are included in
"cost of prepaid phone service" in the Statement of Operations.

Closed Store Reserves. From time to time, the Company closes or consolidates
retail stores. An estimate is recorded of the future obligation related to
closed stores based upon the present value of the future lease payments and
related commitments, net of estimated sublease income. At December 31, 2002 and
2001, the reserve for closed stores was $1.8 million and $4.5 million,
respectively, with the increase primarily related to stores closed during the
period. If the estimates related to sublease income are not correct, the actual
liability may be more or less than the liability recorded.

Company Insurance Programs. The Company is primarily self-insured for health,
workers' compensation, automobile, and general liability costs. The
self-insurance liability for health costs is determined actuarially based on
claims filed and an estimate of claims incurred but not yet reported. The
self-insurance liability for workers' compensation, automobile and general
liability costs are determined actuarially based on claims filed and company
experience. Losses in the workers' compensation, automobile and general
liability programs are pre-funded based on the insurance company's loss
estimates. Loss estimates will be adjusted for developed incurred losses at 18
months from policy inception and every 12 months thereafter. Retrospective
adjustments to loss estimates are recorded when determinable and probable.



                                       18
<PAGE>

                                 RENT-WAY, INC.


Discontinued Operations. On December 17, 2002, the Company entered into a
definitive purchase agreement to sell 295 stores to Rent-A-Center, which
transaction has since closed. Accordingly, for financial statement purposes, the
assets, liabilities, results of operations and cash flows of this component have
been segregated from those of continuing operations and are presented in the
Company's financial statements as discontinued operations (see Note 3).

RESULTS OF OPERATIONS

The following discussion relates only to continuing operations.

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


<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                       December 31,
                                                                   ----------------------
                                                                     2002           2001
                                                                   -------        -------
<S>                                                                <C>          <C>
        REVENUES:
          Rental revenue ..................................           80.8%          80.3%
          Prepaid phone service revenue ...................            7.7            7.6
          Other revenue ...................................           11.5           12.1
                                                                   -------        -------
             Total revenues ...............................          100.0          100.0

        COSTS AND OPERATING EXPENSES:
        Depreciation and amortization
          Rental merchandise ..............................           23.9           28.1
          Property and equipment ..........................            4.7            5.3
          Amortization of  other intangibles ..............            0.4            0.5
                                                                   -------        -------
             Total depreciation and amortization ..........           29.0           33.9
        Cost of prepaid phone service .....................            4.8            4.6
        Salaries and wages ................................           28.2           25.3
        Advertising .......................................            7.3            8.5
        Occupancy .........................................            6.4            6.7
        Other operating expenses ..........................           20.5           20.0
                                                                   -------        -------
             Total costs and operating expenses ...........           96.2           99.0
                                                                   -------        -------
             Operating income .............................            3.8            1.0
        Interest expense ..................................           (7.6)         (11.9)
        Interest income ...................................             --            0.2
        Other income ......................................            1.2            1.5
                                                                   -------        -------
             Loss before income taxes .....................           (2.6)          (9.2)
                                                                   =======        =======
        Income tax expense ................................            1.2            8.8
        Net loss before cumulative effect of change in
        accounting principle and discontinued operations ..           (3.8)         (18.0)
        Cumulative effect of change in accounting principle             --          (34.4)
         Loss from discontinued operations ................           (0.7)          (0.8)
                                                                   -------        -------
        Net loss ..........................................           (4.5)%        (53.2)%
                                                                   =======        =======
</TABLE>


COMPARISON OF THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001

Total revenues. Total revenues decreased $0.8 million, or 0.6%, to $119.8
million from $120.6 million. The decrease is attributable to a decrease in
revenues of $0.8 million in the household rental segment. The $0.8 million
decrease in revenue in the household rental segment is due to the closing,
merging or selling of 13 under-performing stores since December 31, 2001.

Same store revenues increased 0.2%. This increase in same store revenues is due
to an increase in both rental revenues and early purchase option and sales
revenue offset by a decrease in fee revenue. The decrease in fee revenue was
8.3% as compared to the same period last year, and is attributed to fewer
rental-purchase agreements in the portfolio and reductions in liability damage
waiver fees due to customers shifting to the Preferred Customer Club program.
The Preferred Customer Club program is a fee-based membership program that
provides special loss and damage protection and, at a discounted rate, an
additional one year of service protection on rental merchandise, preferred
treatment in the event of involuntary job loss and accidental death and
dismemberment insurance. The increase in rental revenue was 1.0% as compared to
the same period last year. This increase is the result of improvements in
collections. Early purchase option and sales revenue increased 2.6% as compared
to the same period last year. The three-month period last year had a significant
amount of product sales to eliminate lower-end, lower-margin merchandise for the
Company's product mix. The Company lowered cash purchase prices on merchandise
identified as generating margins lower than industry norms.


                                       19
<PAGE>

                                 RENT-WAY, INC.


Depreciation and Amortization. Depreciation expense related to rental
merchandise decreased to 23.9% as a percentage of total revenues from 28.1%. In
fiscal 2002, the Company took steps to increase gross profit margins on rental
contracts. These steps included increasing weekly rental rates of personal
computers to competitive market rates, implementing a program to eliminate free
Internet service by replacing it with a prepaid, unlimited Internet product,
increasing rental rates on certain core products to competitive market rates,
and introducing higher-end, higher-margin merchandise to the stores. The Company
expects depreciation expense as a percentage of total revenues to continue
decreasing during the remainder of fiscal 2003 as product margins improve due to
continued execution of the Company's pricing strategy.

Depreciation expense related to property and equipment decreased to 4.7% as a
percentage of total revenues from 5.3%. This decrease is primarily due to the
closing or selling of 13 stores since December 31, 2001. This decrease is also
due to the expiration of depreciation periods for certain fixed assets. Without
new store openings and store acquisitions, the Company is undertaking fewer
store build-out projects than in previous periods.

Amortization of goodwill and other intangibles decreased to 0.4% from 0.5% as a
percentage of total revenues. This is due to the expiration of the amortization
periods for certain non-compete agreements and customer contracts. Amortization
expense decreased $0.1 million as compared to the same period last year. On
October 1, 2001, the Company adopted SFAS 142. SFAS 142 requires the cessation
of amortization of goodwill and other indefinite-lived intangibles on the
balance sheet. Goodwill and other indefinite lived intangibles on the balance
sheet must then be tested for impairment at least annually.

Cost of Prepaid Phone Service. The cost of prepaid phone service increased to
$5.7 million or 4.8% of total revenues from $5.5 million, or 4.6% as a
percentage of total revenues. The cost of prepaid phone service as a percentage
of prepaid phone service revenue increased to 61.8% from 59.6%. The increase is
primarily due to the growth in the number of customer lines serviced and an
increase in the mix of new customers to the total customer base. The increase in
new customers results in higher costs due to ILEC activation fees. This increase
is also the result of the FCC allowing the ILECs to increase End User
Communication Line ("EUCL") monthly charges for residential lines during
mid-year calendar 2001. The Company has reacted to the EUCL increases by
adjusting retail prices to the customer based on targeted margins. These price
increases were implemented in the first quarter of fiscal 2002.

Salaries and Wages. Salaries and wages increased by $3.2 million to $33.7
million from $30.5 million. A portion of this increase, $1.5 million, is due to
a new bonus program implemented during the first quarter of 2003. This new bonus
program better aligns the store and field management incentive programs with the
Company's strategic objectives. In addition, the Company initiated an employee
upgrade program directed at attracting and keeping better talent. This resulted
in higher salaries during the first quarter of 2003. Salaries and wages
increased to 28.2% as a percentage of total revenues from 25.3%.

Advertising. Advertising expense decreased from $10.3 million to $8.8 million.
This decrease is primarily due to $1.5 million of media costs incurred in the
fourth quarter of fiscal year 2002 related to the fiscal year 2003 advertising
campaign entitled "Fall Kickoff Extravaganza." The Company has also implemented
a more balanced media investment strategy in 2003.

Occupancy. Occupancy expense decreased to $7.7 million from $8.0 million
primarily due to the closing of 13 under-performing stores since December 31,
2001.

Other Operating Expense. Other operating expense increased by $0.5 million and
increased to 20.5% as a percentage of total revenues from 20.0%. During the
first quarter of fiscal 2002, accounting fees, legal fees and consulting fees
related to the investigation, shareholder litigation and the fiscal 2000 audit
were $0.4 million. During the first quarter of fiscal 2003, accounting and legal
fees related to the investigation and shareholder litigation and consulting fees
related to bank refinancing were $1.0 million.


Interest Expense. Interest expense decreased from 11.9% to 7.6% as a
percentage of total revenues. The Company's credit facility requires the Company
to accrue additional payment-in-kind interest at a rate of 200 to 500 basis
points that is due and payable on the maturity date of its term loans. This
payment-in-kind interest amounted to $3.5 million in the three-month period
ended December 31, 2002 and $3.7 million for the three-month period ending
December 31, 2001. Deferred financing costs of $3.4 million were reclassified
from an extraordinary item as reported in fiscal 2002 to interest expense for
the three-month period ended December 31, 2001, as a result of adoption of SFAS
145.


Other Income. Other income was $1.5 million for the three months ended December
31, 2002, compared to $1.8 million in the three months ended December 31, 2001.
This change is primarily due to a decrease in the positive change in the fair
market value of the interest rate swap portfolio.


                                       20
<PAGE>


                                 RENT-WAY, INC.


Income Tax Expense. During the first quarter of fiscal 2003, the Company
recorded income tax expense of $1.4 million due to the Company's inability to
book the reversal of the deferred tax liability associated with tax deductible
goodwill to offset a portion of its deferred tax asset following the adoption of
SFAS 142. During the first quarter of fiscal 2002, the Company recorded income
tax expense of $10.6 million due to the Company's inability to look to the
reversal of the deferred tax liability associated with tax deductible goodwill
to offset a portion of its deferred tax asset following the adoption of SFAS 142
on October 1, 2001.

Cumulative Effect of Change in Accounting Principle. SFAS 142 changes the
accounting for goodwill from an amortization method to an impairment-only
approach. During the quarter ended September 30, 2002, the Company performed,
with the assistance of an independent valuation firm, the phase two impairment
test of the carrying value to determine the amount of the write down. This
assessment resulted in an impairment write-down of $58.9 million, recorded in
"Cumulative Effect of Change in Accounting Principle" in the amount of $41.5
million (net of $17.4 million in income taxes). In accordance with the
transitional implementation guidance of SFAS 142, the write down was recorded
retroactive to the Company's first quarter results of operations (see Note 6).


Loss From Discontinued Operations. On December 17, 2002, the Company entered
into a definitive purchase agreement to sell 295 stores to Rent-A-Center, Inc.
for approximately $101.5 million, which transaction has since closed. These
stores are all included in the household rental segment. Related operating
results, in accordance with SFAS 144, have been reported as discontinued
operations (see Note 3).


Net Loss. The Company generated a net loss of $5.4 million in the period as a
result of the factors described above compared to a net loss of $64.2 million in
the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

The accompanying financial statements have been prepared on a going-concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company's current credit
facility expires December 31, 2003. The Company is in discussions with its
lenders to restructure or replace the credit facility. There can be no assurance
that the Company will be successful in amending or replacing the facility. The
Company's ability to operate as a going concern is largely dependent on its
ability to successfully negotiate with its bank lenders an amendment or
restructuring of the Company's existing credit facility.

The Company's capital requirements relate primarily to purchasing additional
rental merchandise and replacing rental merchandise that has been sold or is no
longer suitable for rent. The Company funds its capital requirements through
cash from operations and borrows under its bank credit facility.

On December 13, 2002, the Company amended its bank credit facility. This
amendment modified the maximum leverage ratio, the minimum interest coverage
ratio, the minimum consolidated net worth and the fixed charge coverage ratio
covenants for periods after December 31, 2002, through December 31, 2003. In
consideration for this amendment, the Company paid $0.3 million as an amendment
fee. This fee was paid on February 10, 2003, in connection with the closing of
the Rent-A-Center transaction. In the event the Company fails to comply with its
covenants in the credit facility, it would be unable to borrow under the
facility. The Company expects to be able to comply with covenants based upon its
fiscal 2003 projections.

On January 2, 2003, the Company amended its bank credit facility. The amendment
provided for a supplemental $10.0 million term loan to the Company, which is
payable in full on the earlier of the Rent-A-Center transaction closing date or
March 31, 2003. In consideration for this amendment, the Company paid $0.3
million as an amendment fee. This amendment fee was payable the earlier of the
receipt of proceeds from material asset sales, or December 31, 2003.


For the three months ended December 31, 2002, operations used $18.2 million of
cash flow compared to operations using $35.9 million for the three months ended
December 31, 2001. The decrease in cash used by the fiscal 2003 period was
primarily a result of the increase in other liabilities due to the accrual of
payment-in-kind interest, and the increase in accounts payable offset by a
decrease in prepaid expenses, other assets and deferred financing costs. The
first quarter of the Company's fiscal year is typically the period with the
highest volume of rental merchandise purchases due to buying for the holiday
season. As a result, both rental merchandise and accounts payable are expected
to increase during this period.

Net cash used in investing activities was $1.9 million for the three months
ended December 31, 2002, compared to $3.3 million used in investing activities
for the three months ended December 31, 2001. In the fiscal 2003 period, the
purchase of property and equipment accounted for $1.9 million. In the fiscal
2002 period, the purchase of property and equipment accounted for $3.3 million.



                                       21
<PAGE>


                                 RENT-WAY, INC.


For the three months ended December 31, 2002, financing activities provided
$18.9 million as compared to $36.6 million in the three months ended December
31, 2001. In the fiscal 2003 period, the Company borrowed $174.0 million and
repaid $168.9 million. In the fiscal 2002 period, the borrowings were $205.0
million and repayments were $176.3 million. The company also incurred $2.6
million in deferred financing costs during the first quarter of fiscal 2002.

The following table presents obligations and commitments to make future payments
under contracts and contingent commitments at December 31, 2002, and does not
give effect to contractual obligations arising out of the Rent-A-Center
transaction:

<TABLE>
<CAPTION>
             Contractual Cash                            Due in less        Due in         Due in        Due after
             Obligation*                      Total     than one year     1-3 years       4-5 years        5 years
                                         ------------   -------------   -------------   -------------  -----------
<S>                                       <C>             <C>             <C>            <C>            <C>
             Long-term debt (1)           $   284,954     $   284,954     $       --     $       --     $       --
             Capital lease obligations         16,473           1,523         14,570            380             --
             Operating leases                 126,598          33,107         66,437         17,074          9,980
             Notes Payable                         83              13             68              2             --
                                          -----------     -----------     ----------     ----------     ----------
             Total cash obligations       $   428,108     $   319,597     $   81,075     $   17,456     $    9,980
                                          ===========     ===========     ==========     ==========     ==========
</TABLE>

*Excludes the 401(k) restorative payments program as well as contingent
liabilities including liabilities related to the ongoing litigation as these
items cannot be estimated.

(1) Consists of Term Notes A, Term Notes B and revolving notes.

<TABLE>
<CAPTION>
                                                           Amount of Commitment Expiration Per Period

             Other Commercial             Total Amounts     Less than                                        Over
             Commitments                   Committed         one year        1-3 years      4-5 years       5 years
                                          -------------     -----------     ----------      ----------     ----------
<S>                                       <C>               <C>             <C>             <C>            <C>
             Lines of credit              $         --      $        --     $       --      $       --     $       --
             Standby letters of credit           8,820            8,820             --              --             --
             Guarantees                             --               --             --              --             --
                                          ------------      -----------     ----------      ----------     ----------
             Total commercial
             commitments                  $      8,820      $     8,820     $       --      $       --     $       --
                                          ============      ===========     ==========      ==========     ==========
</TABLE>

SEASONALITY AND INFLATION

The Company's operating results are subject to seasonality. The first quarter
typically has a greater number of rental-purchase agreements entered into
because of traditional holiday shopping patterns. Management plans for these
seasonal variances and takes particular advantage of the first quarter with
product promotions, marketing campaigns, and employee incentives. Because many
of the Company's expenses do not fluctuate with seasonal revenue changes, such
revenue changes may cause fluctuations in the Company's quarterly earnings.

In the event of a prolonged recession, the Company acknowledges the possibility
of a decrease in demand, particularly for higher-end products.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2002, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards Board No. 148, "Accounting for
Stock-Based Compensation -- Transition and Disclosure ("SFAS 148"). SFAS 148
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, SFAS
148 amends the disclosure requirements of SFAS 123 to require new prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. Certain sections of this Statement shall be effective
for financial reports containing condensed financial statements for interim
periods beginning after December 15, 2002. All other sections of this Statement
are effective for financial statements for fiscal years ending after December
15, 2002. The Company is currently evaluating the provisions of this Statement.

In June 2001, FASB issued Statement of Financial Accounting Standard No. 143,
"Accounting for Asset Retirement Obligations" (SFAS 143). SFAS 143 addresses
financial accounting and reporting obligations associated with the retirement of
tangible, long-lived assets and the associated asset retirement costs. The
Company adopted this Standard effective October 1, 2002. This Standard had no
impact to these financial statements upon its adoption.


                                       22
<PAGE>


                                 RENT-WAY, INC.


On November 25, 2002, the FASB issued FIN 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others, An Interpretation of FASB Statements No. 5, 57 and 107
and Rescission of FASB Interpretation No. 34". The interpretation requires that
upon issuance of a guarantee, the entity must recognize a liability for the fair
value of the obligation it assumes under that obligation. This interpretation is
intended to improve the comparability of financial reporting by requiring
identical accounting for guarantees issued with separately identified
consideration and guarantees issued separately identified consideration. The
Company has evaluated the provisions of this interpretation and determined it
does not have an impact on these financial statements upon its adoption.

In January 2003, the FASB issued FIN 46, "Consolidation of Variable Interest
Entities." The objective of this interpretation is to improve financial
reporting by enterprises involved with variable interest entities. This
interpretation applies to variable interest entities created after January 31,
2003. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. The Company has no variable
interest entities that are not currently consolidated and is evaluating the
provisions of this interpretation.

CAUTIONARY STATEMENT

This report includes forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. See particularly Item 2, "Management's
Discussion and Analysis of Financial Condition," among others. These statements
may be identified by terms and phrases such as "anticipate", "believe",
"intend", "estimate", "expect", "continue", "should", "could", "may", "plan",
"project", "predict", "will" and similar expressions and relate to future events
and occurrences. These statements are subject to uncertainties and other factors
that could cause actual results to differ materially from such statements.
Factors that could cause actual results to differ materially from those
expressed or implied in such statements include but are not limited to:

Rent-Way's ability to control and normalize operating expenses and to continue
to realize operating efficiencies.

Rent-Way's ability to make principal and interest payments on or to refinance on
maturity its high-level of outstanding bank debt.

The outcome of the class action and derivative lawsuits commenced against
Rent-Way and its officers and directors and any proceedings or investigations
involving Rent-Way, its officers and directors commenced by governmental
authorities, including the Securities and Exchange Commission and the United
States Department of Justice.

Rent-Way's ability to develop, implement, and maintain reliable and adequate
internal accounting systems and controls.

Rent-Way's ability to retain existing senior management and attract additional
management employees.

General economic, business, and demographic conditions, including demand for
Rent-Way's products and services.

General conditions relating to the rental-purchase industry and the prepaid
local phone service industry, including the impact of state and federal laws
regulating or otherwise affecting the rental-purchase transaction and prepaid
local phone service transaction.

Competition in the rental-purchase industry and prepaid local phone service
industry, including competition with traditional retailers.

Rent-Way's ability to enter into and to maintain relationships with vendors of
its rental merchandise including its ability to obtain goods and services on
favorable credit terms.

Rent-Way's ability to reduce corporate and other expenses following the
completion of the Rent-A-Center transaction.

Given these factors, undue reliance should not be placed on any forward-looking
statements and statements regarding Rent-Way's future prospects and performance.
Such statements speak only as of the date made. Rent-Way undertakes no
obligation to update or revise any such statements whether as a result of new
information, the occurrence of future events, or otherwise.





                                       23
<PAGE>



PART II -- OTHER INFORMATION

                                 RENT-WAY, INC.


                                   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:  March 31, 2003                By: /s/ William A. McDonnell
                                        ----------------------------------------
                                     William A. McDonnell
                                     Vice President and Chief Financial Officer





Date:  March 31, 2003                By:  /s/ John A. Lombardi
                                         ---------------------------------------
                                     John A. Lombardi
                                     Chief Accounting Officer and Controller




                                       24
<PAGE>




                                  CERTIFICATION


I, William E. Morgenstern, certify that:


1     I have reviewed this amended quarterly report on Form 10-Q/A of Rent-Way,
      Inc.;


2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report.

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchanged Act Rules 13a-14 and 15d-14) for the registrant and
      have:

      a.    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

      b.    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c.    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

      a.    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b.    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officer and I have indicated in this
      quarterly report whether there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date:    March 31, 2003               /s/ WILLIAM E. MORGENSTERN
                                      --------------------------
                                      William E. Morgenstern
                                      Chairman of the Board of Directors, and
                                      Chief Executive Officer




                                       25
<PAGE>




                                  CERTIFICATION


I, William A. McDonnell, certify that:


1.    I have reviewed this amended quarterly report on Form 10-Q/A of Rent-Way,
      Inc.;



2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report.

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchanged Act Rules 13a-14 and 15d-14) for the registrant and
      have:

      a.    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

      b.    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c.    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

      a.    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b.    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officer and I have indicated in this
      quarterly report whether there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date:    March 31, 2003                           /s/ WILLIAM A. MCDONNELL
                                                  ------------------------
                                                  William A. McDonnell
                                                  Vice President and
                                                  Chief Financial Officer





                                       26
<PAGE>



                                  EXHIBIT INDEX



No.      Exhibit Name
-----    ------------

99.1*    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


-----------------------
*Filed herewith





                                       27