4

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

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

                                    FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001

                                       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            (I.R.S. Employer
                    of 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 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 8, 2002
       ---------------------              ----------------------------------
           Common Stock                               24,526,479



<PAGE>


                                 RENT-WAY, INC.



<TABLE>


<CAPTION>
                                                                                                                   PAGE
             PART I        FINANCIAL INFORMATION

                           Item 1.   Financial Statements:

                                     Condensed Consolidated Balance Sheets as of December 31, 2001
<S>                                                                <C> <C>                                           <C>
                                         (unaudited) and September 30, 2001                                          3

                                     Condensed Consolidated Statements of Operations, Three Months Ended
                                         December 31, 2001 and 2000                                                  4

                                     Condensed Consolidated Statements of Cash Flows,
                                        Three Months Ended December 31, 2001 and 2000                                5

                                     Notes to Condensed Consolidated Financial Statements                            6

                           Item 2.   Management's Discussion and Analysis of Financial Condition and
                                             Results of Operations                                                  13

                           Item 3.   Quantitative and Qualitative Disclosures About Market Risk                     16


             PART II       OTHER INFORMATION



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

                                     Signatures                                                                     18

</TABLE>

<PAGE>


                                                            RENT-WAY, INC.
<TABLE>

                                                CONDENSED CONSOLIDATED BALANCE SHEETS
                                            (all dollars in thousands, except share data)

<CAPTION>

                                                                             DECEMBER 31,      SEPTEMBER 30,
                                                                                 2001              2001
                                                                           ----------------    -------------
                                                                             (UNAUDITED)
                      ASSETS
<S>                                                                            <C>               <C>
                      Cash and cash equivalents.........................       $  7,866          $  10,515
                      Prepaid expenses..................................          8,476             13,534
                      Income tax receivable.............................          7,253              8,239
                      Rental merchandise, net...........................        249,404            218,973
                      Rental merchandise deposits and credits due from            1,928              2,486
                      vendors...........................................
                      Deferred income taxes, net........................             --                 --
                      Property and equipment, net.......................         64,996             68,792
                      Goodwill, net.....................................        292,084            292,084
                      Deferred financing costs, net.....................          2,597              4,136
                      Non-compete and prepaid consulting fees, net......          2,263              1,693
                      Other assets......................................          6,317              7,725
                                                                               --------          ---------
                           Total assets.................................       $643,184          $ 628,177
                                                                               ========          =========


                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      Liabilities:
                      Accounts payable..................................       $ 33,811          $  24,212
                      Other liabilities.................................         76,269             90,914
                      Deferred income taxes.............................         10,622                 --
                      Debt..............................................        338,990            307,009
                                                                               --------          ---------
                           Total liabilities............................        459,692            422,135

                      Contingencies (See Note 8)........................             --                 --

                      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 24,516,478 and 24,509,978 shares issued
                        and outstanding,  respectively.................         295,636            295,610
                      Loans to shareholders.............................           (591)              (924)
                      Accumulated other comprehensive income............          1,440              1,654
                      Accumulated deficit...............................       (112,993)           (90,298)
                                                                               --------          ---------
                           Total shareholders' equity...................        183,492            206,042
                                                                               --------          ---------
                           Total liabilities and shareholders' equity...       $643,184          $ 628,177
                                                                               ========          =========





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

</TABLE>


<PAGE>


                                                            RENT-WAY, INC.
<TABLE>

                                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                         (all dollars in thousands, except per share data)




<CAPTION>

                                                                                 FOR THE THREE MONTHS ENDED
                                                                                        DECEMBER 31,
                                                                                 2001                   2000
                                                                              (UNAUDITED)            (UNAUDITED)


              REVENUES:
<S>                                                                            <C>                    <C>
              Rental revenue........................................           $125,006               $128,248
              Prepaid phone service revenue.........................              9,203                  8,182
              Other revenues........................................             19,895                 22,307
                                                                               --------               --------
                   Total revenues...................................           $154,104               $158,737

              COSTS AND OPERATING EXPENSES:
              Depreciation and amortization:
                Rental merchandise..................................             44,878                 46,332
                Property and equipment..............................              7,016                  7,500
                Amortization of goodwill and other intangibles......                171                  3,667
              Cost of prepaid phone service.........................              5,482                  5,042
              Salaries and wages....................................             39,279                 41,581
              Advertising, net......................................             10,320                 11,348
              Occupancy.............................................             11,652                 12,282
              Other operating expenses..............................             32,801                 41,659
                                                                               --------               --------
                   Total costs and operating expenses...............            151,599                169,411
                                                                               --------               --------
                   Operating income (loss)..........................              2,505                (10,674)

              OTHER INCOME (EXPENSE):
              Interest expense......................................            (13,201)               (10,790)
              Interest income.......................................                213                     56
              Other income (expense), net...........................              1,778                 (4,343)
                                                                               --------               --------
                     Loss before income taxes and extraordinary item           $ (8,705)              $(25,751)
              Income tax expense....................................             10,622                     --
                                                                               --------               --------
                     Loss before extraordinary item.................            (19,327)               (25,751)
              Extraordinary item, net of tax........................             (3,368)                    --
                                                                               --------               --------
                     Net loss.......................................           $(22,695)              $(25,751)
                                                                               ========               ========
              LOSS PER COMMON SHARE (SEE NOTE 3):
                 Basic loss per common share:
                     Loss before extraordinary item.................           $   (0.79)             $   (1.05)
                                                                               ==========             =========
                     Net loss.......................................           $   (0.93)             $   (1.05)
                                                                               =========              =========
                 Diluted loss per common share:
                     Loss before extraordinary item.................           $   (0.79)             $   (1.05)
                                                                               =========              =========
                     Net loss.......................................           $   (0.93)             $   (1.05)
                                                                               =========              =========
                 Weighted average common shares outstanding:
                     Basic..........................................             24,512                 24,475
                                                                               ========               ========
                     Diluted........................................             24,512                 24,475
                                                                               ========               ========





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

</TABLE>



<PAGE>


                                                            RENT-WAY, INC.
<TABLE>

                                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     (all dollars in thousands)


<CAPTION>

                                                                               FOR THE THREE MONTHS ENDED
                                                                                      DECEMBER 31,
                                                                              2001                    2000
                                                                           (UNAUDITED)             (UNAUDITED)


                OPERATING ACTIVITIES:
<S>                                                                         <C>                     <C>
                Net loss..........................................          $(22,695)               $(25,751)
                Adjustments to reconcile net loss to net cash
                 used in operating activities:
                  Depreciation and amortization...................            52,223                  57,509
                  Deferred income taxes...........................            10,622                      --
                  Write-off of deferred financing costs...........             3,810                      --
                  Write-off of property and equipment.............               537                     560
                  (Gain) loss on sale of stores...................              (544)                     59
                  Other...........................................                --                      82
                Changes in assets and liabilities:
                  Prepaid expenses................................             5,058                   2,834
                  Rental merchandise..............................           (75,636)                (59,406)
                  Rental merchandise deposits and credits due from
                     vendors......................................               558                  22,743
                  Income taxes receivable.........................               986                      27
                  Other assets....................................             1,624                   5,811
                  Accounts payable................................              (521)                 (7,152)
                  Other liabilities...............................           (11,901)                    272
                                                                            --------                --------
                     Net cash used in operating activities........           (35,879)                 (2,412)
                                                                            --------                --------

                INVESTING ACTIVITIES:
                  Purchase of businesses, net of cash acquired....              (885)                   (311)
                  Purchases of property and equipment.............            (3,316)                 (6,678)
                  Proceeds from sale of stores....................               867                     200
                  Other...........................................                --                      52
                                                                            --------                --------
                     Net cash used in investing activities........            (3,334)                 (6,737)
                                                                            --------                --------

                FINANCING ACTIVITIES:
                  Proceeds from borrowings........................           205,000                   6,265
                  Payments on borrowings including early extinguishment     (176,272)                (13,147)
                  Book overdraft..................................            10,120                  16,237
                  Deferred finance costs..........................            (2,643)                    100
                  Proceeds from common stock issuance.............                26                     380
                  Interest on loans to directors..................               (18)                    (18)
                  Loan to director................................                --                    (159)
                  Payment of loans by directors...................               351                      --
                                                                            --------                --------
                     Net cash provided by financing activities....            36,564                   9,658
                                                                            --------                --------
                     Increase (decrease) in cash..................            (2,649)                    509
                  Cash and cash equivalents at beginning of period            10,515                  10,654
                                                                            --------                --------
                  Cash and cash equivalents at end of period......          $  7,866                $ 11,163
                                                                            ========                ========






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

</TABLE>


<PAGE>


                                 RENT-WAY, INC.

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                (all dollars in thousands, except per share data)

1. BASIS OF PRESENTATION:

    Rent-Way, Inc., (the "Company" or "Rent-Way") is a corporation organized
under the laws of the Commonwealth of Pennsylvania. The Company operates a chain
of rental-purchase stores that rent durable household products such as home
entertainment equipment, furniture, 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 generally
accepted accounting principles. In the opinion of management, all adjustments
(which, except as discussed herein, consist of normal recurring adjustments),
which are necessary for a fair statement of the financial position, results of
operations and cash flows of the Company have been made. The results of
operations for the interim periods are not necessarily indicative of the results
for the full year.

    The condensed consolidated financial statements include the accounts of the
Company and its wholly and majority owned subsidiaries. All significant
intercompany 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, 2001.

2.  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. Employee severance costs were immaterial in each of the periods
reported below. The net amount of these costs were as follows:
<TABLE>
<CAPTION>

                                                                                       Lease
                                                                    Fixed Asset     Termination
                                                                     Write Offs        Costs           Total

<S>                      <C>                                         <C>             <C>             <C>
                  Fiscal 1999 Provision........................      $  2,544        $  3,095        $  5,639
                  Amount utilized in fiscal 1999...............        (2,544)           (822)         (3,366)
                                                                     --------        --------        --------
                  Balance at September 30, 1999................            --           2,273           2,273
                                                                     --------        --------        --------
                  Fiscal 2000 Provision........................           885           2,185           3,070
                  Amount utilized in fiscal 2000...............          (885)         (2,028)         (2,913)
                                                                     --------        --------        --------
                  Balance at September 30, 2000................            --           2,430           2,430
                                                                     --------        --------        --------
                  Fiscal 2001 Provision........................         1,646           5,043           6,689
                  Amount utilized in fiscal 2001...............        (1,646)         (2,389)         (4,035)
                                                                     --------        --------        --------
                  Balance at September 30, 2001................            --           5,084           5,084
                                                                     --------        --------        --------
                  Fiscal 2002 Provision (Q1)...................           235             382             617
                  Amount utilized in fiscal 2002, (Q1).........          (235)           (928)         (1,163)
                                                                     --------        --------        --------
                  Balance at December 31, 2001.................      $     --        $  4,538        $  4,538
                                                                     ========        ========        ========
</TABLE>

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






<PAGE>


                                 RENT-WAY, INC.

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
               (all dollars in thousands, except per share data)

3. 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 is
adjusted for the potential impact of options and warrants where the effects are
dilutive.

    The following table reconciles the basic and diluted loss per common share
computation:
<TABLE>
<CAPTION>

                                                                                 FOR THE THREE MONTHS ENDED
                                                                                        DECEMBER 31,
                                                                                         (UNAUDITED)


                            COMPUTATION OF LOSS PER SHARE:                       2001                  2000
                        ---------------------------------------------       --------------         ------------
                         BASIC
<S>                                                                            <C>                   <C>
                         Loss applicable to common shares for basic
                           loss per share............................          $(22,695)             $(25,751)
                                                                               ========              ========
                         Weighted average common shares outstanding..            24,512                24,475
                                                                               ========              ========
                         Loss per common share:
                           Loss before extraordinary item............          $  (0.79)            $   (1.05)
                                                                               ========             =========
                           Net loss..................................          $  (0.93)            $   (1.05)
                                                                               ========             =========

                         DILUTED
                         Loss applicable to common shares for
                            diluted loss.............................          $(22,695)             $(25,751)
                                                                               ========              ========
                         Weighted average common shares used in
                            calculating basic loss per share.........            24,512                24,475
                         Add incremental shares representing:
                         Shares issuable upon exercise of stock options,
                            stock warrants, and escrowed shares(1)...                --                    --
                                                                               --------              --------
                         Weighted average number of shares used in
                            calculation of diluted loss per share....            24,512                24,475
                                                                               ========              ========
                         Loss per common share:
                           Loss before extraordinary item                      $  (0.79)            $   (1.05)
                                                                               ========              ========
                           Net loss..................................          $  (0.93)            $   (1.05)
                                                                               ========              ========
</TABLE>
         (1)  Including the effects of these items for the periods ended 2000
              and 2001 would be anti dilutive. Therefore, 111 of anti-dilutive
              common shares are excluded from consideration in the calculation
              of diluted loss per share for both periods.

4. 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 was recognized in the
accompanying consolidated statements of operations for the three months ended
December 31, 2001, compared to $3,496 for the period of the prior year. 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. SFAS 142 allows up to six months from the date of
adoption to complete the initial goodwill impairment test. In accordance with
the provisions of SFAS 142, the Company will complete step one of the impairment
test of goodwill that exists on the Company's balance sheet at the date of its
adoption no later than March 31, 2002; and at this time, the Company has not
determined the impact of adoption.

    As required by SFAS 142, the results for the prior year's quarter have not
been restated. A reconciliation of the previously reported net loss and loss per
share as if SFAS 142 had been adopted as of October 1, 2000, is presented as
follows:


<PAGE>

                                 RENT-WAY, INC.

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (all dollars in thousands, except per share data)

4.   GOODWILL--ADOPTION OF STATEMENT 142, continued:
<TABLE>

<CAPTION>

                                                                                 FOR THE THREE MONTHS ENDED
                                                                                        DECEMBER 31,
                                                                                         (UNAUDITED)
                                                                                 2001                  2000

<S>                                                                            <C>                   <C>
                Reported net loss....................................          $(22,695)             $(25,751)
                Add back:  Goodwill amortization.....................                --                 3,496
                                                                               --------              --------
                Adjusted net loss....................................          $(22,695)             $(22,255)
                                                                                =======              ========

                Basic loss per share
                    Reported basic loss per share....................          $   (0.93)            $   (1.05)
                    Goodwill amortization............................                 --                  0.14
                                                                               ---------             ---------
                    Adjusted basic loss per share....................          $   (0.93)            $   (0.91)
                                                                               =========             =========

                Diluted loss per share:
                    Reported diluted loss per share..................          $   (0.93)            $   (1.05)
                    Goodwill amortization............................                 --                  0.14
                                                                               ---------             ---------
                    Adjusted diluted loss per share..................          $   (0.93)            $   (0.91)
                                                                               =========             =========
</TABLE>

    The following table shows the net carrying value of goodwill as of December
31, 2001, for the Company's segments:
<TABLE>
<CAPTION>

                                                                                Prepaid
                                                              Household        Telephone          Total
                                                           Rental Segment   Service Segment      Segments
                                                           --------------   ---------------      --------

<S>                                                           <C>               <C>             <C>
                                    Goodwill                  $ 285,490         $ 6,594         $ 292,084
</TABLE>

    The following table reflects the components of intangible assets at December
31, 2001:
<TABLE>
<CAPTION>

                                                                     Net Carrying Amount
                        Amortizable intangible assets:               -------------------
<S>                                                                     <C>
                           Non-compete agreements                       $      1,437
                           Customer contracts                                    825
                           Exclusivity agreement                                 911
                                                                        ------------
                                                                        $      3,173
                                                                        ============
</TABLE>

5. DEBT:

    On October 5, 2001, the Company amended its credit facility that provides
the Company with sufficient borrowing capacity and revised loan covenants with a
syndicate of banks. The credit facility, 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, provides for loans and letters of credit of up to
a maximum of $363,548 (revolving notes and letters of credit up to a maximum of
$75,000 and varying based on the applicable period, Term Loans A $117,567, and
Term Loans B $170,981). The amendment amended the Company's credit facility
dated September 23, 1999, as amended November 17, 1999; December 6, 1999;
December 7, 1999; and June 28, 2000.

    Under the amended facility, the Company may borrow funds under a base rate
option plan or euro-rate option plan. Under the base rate option, the Company
may borrow funds based on a spread of prime rate plus 450 to 500 basis points.
In addition, payment-in-kind interest at a rate of 200 to 500 basis points per
annum shall be 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 LIBOR plus 550 to 600 basis points. In
addition, payment-in-kind interest at a rate of 200 to 500 basis points per
<PAGE>

                            RENT-WAY, INC.

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (all dollars in thousands, except per share data)

5.  DEBT, continued:
annum shall be 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 amended credit facility are in a range from 0.375% to 0.500% for each bank's
unused commitment.

    The principal amount of Term Notes A under the amended 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:


      Quarters ending on                     Amount of principal payment
       following date                            due on payment date
  --------------------------             ------------------------------------
   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

    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 aggregate amount of all the Revolving Credit Loans and Letters of Credit
shall not exceed the lender's revolving credit ratable share of the following
amounts during the following applicable period of time:

                                             Maximum available for Revolving
   Applicable period                        Credit Loans and Letters of Credit
   -----------------                        ----------------------------------
Closing date through 12/24/01                            $61,128
  12/25/01 through 2/28/02                               $75,000
   3/01/02 through 6/30/02                               $61,128
   7/01/02 through 9/30/02                               $55,000
  10/01/02 through Expiration date                       $50,000

    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, 2001, 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 which 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.

    As a result of amending the credit facility, 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 $3,810 of which $3,368 related to the term
loans and was recorded as an extraordinary item and $442 related to the
revolving notes and was recorded in interest expense on the Company's
Consolidated Statement of Operations for the three months ended December 31,
2001.


<PAGE>



                                 RENT-WAY, INC.

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (all dollars in thousands, except per share data)

5.  DEBT, continued:

    As of December 31, 2001, the Company's credit facility debt under both the
euro-rate option and base-rate option plans were as follows:

         BORROWING OPTION PLAN          AMOUNT     RATE
        -----------------------       ---------   -------
           Euro-rate                   $111,845    7.395%
           Euro-rate                    170,537    7.895%
           Euro-rate tranche             20,000    7.93 %
           Euro-rate tranche              4,000    7.78 %
           Euro-rate tranche              5,000    7.635%
           Euro-rate tranche             10,000    7.395%
           Base-rate                     17,044    9.25 %
                                       --------
                                       $338,426
                                       ========

6.  DERIVATIVE FINANCIAL INSTURMENTS:

    At December 31, 2001, the Company had interest rate swaps in the notional
amount of $183,350 and a fair market value of $(8,895). 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
("SFAS 133"). For the quarter ended December 31, 2001, the Company's
positive change in the fair market value of the interest rate swap portfolio of
$1,296 was credited to other income/expense in the Company's Consolidated
Statements of Operations.

7. COMPREHENSIVE INCOME:

    Comprehensive income encompasses net income and changes in the components of
accumulated other comprehensive income not reflected in the Company's
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 133.

<TABLE>
<CAPTION>

                                                                        Other       Accumulated Other
                                                                    Comprehensive     Comprehensive
                                                                       Income            Income
                                                                    -------------   -----------------
<S>                                                 <C> <C>           <C>
       Net loss for the three months ended December 31, 2001          $(22,695)

       SFAS 133 Transition amount Amortization of SFAS 133               1,654           $1,654

       Transition amount                                                  (214)            (214)
                                                                      --------           ------
                                       Total at December 31, 2001     $(21,255)          $1,440
                                                                      ========           ======
</TABLE>
8. CONTINGENCIES:

    Rent-Way 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 previously
issued financial statements were materially false and misleading thus
constituting violations of federal securities laws by the Company, by its
auditors and by certain officers. The actions allege that the defendants
violated Sections 10(b) and/or Section 20(a) of the Securities Exchange Act and
Rule 10b-5 promulgated thereunder. The actions seek damages in unspecified
amounts. The actions purport 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 has filed a motion to dismiss
the complaint and continues to evaluate the complaint and possible defenses
thereto. Pending determination of the motion to dismiss, the Company's
obligation to answer the complaint is stayed.

    Certain of Rent-Way's officers and directors and Rent-Way, as nominal
defendant, have been sued in a shareholder derivative action brought on behalf
of Rent-Way in the U.S. District Court for the Western District of Pennsylvania.
The derivative complaint purports to assert claims on behalf of Rent-Way against
the defendants for violation of duties asserted to be owed by the defendants to
Rent-Way 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.


                                 RENT-WAY, INC.

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (all dollars in thousands, except per share data)

8. CONTINGENCIES, continued:

    Pursuant to its bylaws, Rent-Way is obligated to indemnify its officers and
directors under certain circumstances against claims within the lawsuits.
Rent-Way may also be obligated to indemnify certain of its officers and
directors for the costs they incur as a result of the investigations and
lawsuit.

    While it is not feasible to predict or determine the final outcome of these
or similar proceedings, or to estimate the amounts or potential range of loss
with respect to these matters, 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.

    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 $43,410. However, all but $672 of
such claims are, in the opinion of management, covered by insurance policies or
indemnification agreements and therefore should not have a material effect on
the financial position, results of operations or cash flows of the Company.
Additionally, threatened claims exist for which management is not yet able to
reasonably estimate a potential loss. In management's opinion, none of these
claims will have a material adverse affect on the financial position, results of
operations or cash flows of the Company.

    The Company is self-insured for certain losses related to workers'
compensation, employee medical and employee dental claims, 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.

9. INCOME TAXES:

    The Company recorded income tax expense of $10,622 for the quarter ended
December 31,2001, as a result of reevaluating its deferred tax valuation
allowance in connection with the adoption of SFAS 142. The deferred tax
asset, net of liabilities excluding goodwill, increased from $34,198 at
September 30, 2001 to $49,491 at December 31, 2001. This represented an increase
of $15,293 for the quarter of which $10,622 relates to the additional need for
the above-mentioned deferred tax valuation allowance. A full valuation allowance
has been provided against the additional increase in the deferred tax assets of
$4,671.

10.  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
                                                                     Rental     Prepaid Telephone
                   For the three months ended December 31, 2001      Segment         Service      Total Segments
                   --------------------------------------------    ---------    ----------------- --------------
<S>                                                                <C>               <C>             <C>
                            Total revenue......................    $ 144,901         $9,203          $ 154,104
                                                                   =========         ======          =========
                            Operating income...................    $   1,627         $  878          $   2,505
                                                                   =========         ======          =========
                            Intersegment activity..............    $     654         $ (654)         $      --
                                                                   =========         ======          =========
                            Net income (loss)..................    $ (23,578)        $  883          $ (22,695)
                                                                   =========         ======          =========
                            Total assets.......................    $ 637,497         $5,687          $ 643,184
                                                                   =========         ======          =========
</TABLE>


                                 RENT-WAY, INC.

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                (all dollars in thousands, except per share data)

11.  RECENT ACCOUNTING PRONOUNCEMENTS

    In June 2001, FASB issued Statement of Financial Accounting Standards No.
143 "Accounting for Asset Retirement Obligations ("SFAS 143"). SFAS 143
addresses financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. This statement is effective for financial statements issued for fiscal
years beginning after June 15, 2002. The Company is currently evaluating the
provisions of this statement.

    In August 2001, FASB issued Statement of Financial Accounting Standards No.
144 "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"). SFAS 144 addresses financial accounting and reporting for the impairment
or disposal of long-lived assets. This statement is effective for financial
statements issued for fiscal years beginning after December 15, 2001. The
Company is currently evaluating the provisions of this statement.


<PAGE>


                                 RENT-WAY, INC.

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

OVERVIEW

    Rent-Way is the second largest operator in the rental purchase industry with
1,074 stores located in 42 states as of December 31, 2001. 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").

RESULTS OF 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

                                                                            2001                    2000

                            REVENUES:
<S>                                                                         <C>                     <C>
                              Rental revenue..................              81.1%                   80.8%
                              Prepaid phone service revenue...               6.0                     5.2
                              Other revenue...................              12.9                    14.0
                                                                  --------------          --------------
                                 Total revenues...............             100.0                   100.0

                            COSTS AND OPERATING EXPENSES:
                            Depreciation and amortization:
                              Rental merchandise..............              29.1                    29.2
                              Property and equipment..........               4.5                     4.7
                              Amortization of goodwill........               0.1                     2.3
                                                                  --------------          --------------
                                 Total depreciation and
                                     amortization.............              33.7                    36.2
                            Cost of prepaid phone service.....               3.6                     3.2
                            Salaries and wages................              25.5                    26.2
                            Advertising.......................               6.7                     7.1
                            Occupancy.........................               7.6                     7.7
                            Other operating expenses..........              21.3                    26.3
                                                                  --------------          --------------
                                 Total costs and operating
                                     expenses.................              98.4                   106.7
                                                                  --------------          --------------

                                 Operating income (loss)......               1.6                    (6.7)
                             Interest expense.................              (8.6)                   (6.8)
                             Interest income..................               0.2                     --
                             Other income (expense) net.......               1.2                    (2.7)
                                                                  --------------          --------------
                                 Loss before income taxes.....              (5.6)                  (16.2)
                             Income tax expense (benefit).....               6.9                     --
                                                                  --------------          -------------
                                 Loss before extraordinary item            (12.5)                  (16.2)
                             Extraordinary item, net of tax
                                 benefit......................              (2.2)                     --
                                                                  --------------          --------------
                             Net loss.........................             (14.7)%                 (16.2)%
                                                                  ==============          ==============
</TABLE>


COMPARISON OF THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000

    Total Revenues. Total revenues decreased $4.6 million, or 2.9%, to $154.1
million from $158.7 million. The decrease is attributable to a decrease in
revenues of $5.6 million in the household rental segment offset by an increase
in revenues of $1.0 million in the prepaid telephone service segment. The $5.6
million decrease in revenue in the household rental segment is due to the
closing or selling of 75 under-performing stores since December 31, 2000, and a
1.3% decrease in same store revenues.

    The decrease in same store revenues is primarily due to an increase in same
store rental revenues offset by lower same store sales and same store fee
revenue. Total deliveries in the three-month period ended December 31, 2001,
decreased compared to the same three-month period last year. Despite this
decrease, same store rental revenue increased 0.1%. This increase is mainly
because the deliveries that were made in the three-month period ended December
31, 2001, have better gross margin potential than the lower-end items carried in
the past. The decrease in deliveries caused same store fees revenue to decrease
8.0% as compared to the same period last year. Same store sales revenue
decreased 4.4% primarily as a result of the merchandise reduction sales
initiatives undertaken by the Company in late fiscal 2001. The Company lowered
cash purchase prices on merchandise identified as generating margins lower than
industry norms.

    Depreciation and Amortization. Depreciation expense related to rental
merchandise decreased to 29.1% as a percentage of total revenues from 29.2%. In
fiscal 2001, 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 2002 as product margins improve due to
enhanced rental rates and turns as a result of the factors discussed above.

    Depreciation expense related to property and equipment decreased to 4.5% as
a percentage of total revenues from 4.7%.

    Amortization of goodwill decreased to 0.1% as a percentage of total revenues
from 2.3%. This decrease is due to the adoption of SFAS 142. SFAS 142 requires
the cessation of amortization of goodwill and other indefinite-lived intangibles
on the balance sheet. Goodwill on the balance sheet must then be tested for
impairment at least annually. The Company is in the process of completing the
transitional goodwill impairment test. The Company is required to have this test
completed by March 31, 2002.

    Cost of Prepaid Phone Service. The cost of prepaid phone service increased
to $5.5 million, or 3.6% as a percentage of total revenue from $5.0 million, or
3.2% as a percentage of total revenue. Cost of prepaid phone service as a
percentage of prepaid phone service revenue decreased to 59.6% from 61.6%. The
Company has made significant progress in developing tools that uncover high cost
geographic areas. The Company uses this information to adjust pricing in these
high cost geographic areas.

    Salaries and Wages. Salaries and wages decreased by $2.3 million to $39.3
million from $41.6 million primarily due to the closing or selling of 75
under-performing stores since December 31, 2000, and the Company's efforts to
better manage store staffing levels and overtime. It is also the result of a
reduction in corporate staffing levels. Salaries and wages decreased to 25.5% as
a percentage of total revenues from 26.2%.

    Advertising. Advertising expense decreased from $11.3 million to $10.3
million and decreased from 7.1% as a percentage of total revenues to 6.7%.
Advertising expense for the quarter ended December 31, 2000, included costs
associated with the roll-out of the Gateway program and the opening of new
stores during the quarter. These initiatives were not repeated during the
quarter ended December 31, 2001.

    Occupancy. Occupancy expense decreased to $11.7 million from $12.3 million
primarily due to the closing or selling of 75 under-performing stores since
December 31, 2000.

    Other Operating Expense. Other operating expense decreased by $8.9 million
and decreased to 21.3% as a percentage of total revenues from 26.3%. This
decrease is primarily due to lower rental merchandise losses, payroll taxes,
service costs, travel and entertainment costs, accounting fees, legal fees and
consulting fees.

    During the first quarter of fiscal 2001, accounting fees, legal fees and
consulting fees related to the accounting investigation, shareholder litigation
and fiscal 2000 audit were $1.1 million. During the first quarter of fiscal
2002, accounting and legal fees related to the accounting investigation and
shareholder litigation were $0.4 million.

    Interest Expense. Interest expense increased from 6.8% to 8.6% as a
percentage of total revenues. The Company amended its credit facility with a
syndicate of banks on October 5, 2001. The amended 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 the term loans. This
payment-in-kind interest amounted to $3.7 million in the three month period
ended December 31, 2001. Also as a result of the amendment, the Company wrote
off $0.4 million in deferred financing costs associated with the revolving
portion of the facility. Offsetting these increases is a decrease in other
interest expense of $1.8 million. This decrease is due to lower debt from the
prior period and the lower effective interest rate. In the comparable period in
fiscal 2001, the Company was in default under the bank credit facility and
operated under a forbearance agreement. The forbearance agreement required
higher effective interest rates and fees.

    Other Income (Expense). Other income was $1.8 million for the three months
ended December 31, 2001, compared to other expense of $4.3 million in the three
months ended December 31, 2000. This change is primarily due to a positive
change in the fair market value of the interest swap portfolio, which resulted
in income of $1.3 million for the quarter ended December 31, 2001, compared to
an adverse change of $4.2 million for the quarter ended December 31, 2000. Other
income in the three months ended December 31, 2001, also includes gains on the
sale of stores. The Company entered into several small transactions to sell
seven under-performing stores. The Company recognized a net gain of $0.5 million
on these store sale transactions.

    Income Tax Expense. During the first quarter of fiscal 2002, the Company
recorded income tax expense of $10,622 due to the adoption of SFAS 142. Upon
conclusion of the goodwill impairment analysis under SFAS 142, if a goodwill
impairment expense is required, there will be a related tax benefit recorded not
to exceed this tax liability. There was no tax benefit recorded for the first
quarter of fiscal 2001 related to the operating losses due to the uncertainty of
their realization. The increase to the deferred tax asset, net of liabilities
excluding goodwill, was $15.3 million for the three months ended December 31,
2001, of which $10.6 million related to the reclass of the deferred tax
liability for goodwill. The increase to the deferred tax asset, net of
liabilities, for the three months ended December 31, 2000, was $8.2 million.
The increase to the deferred tax asset was offset by a full valuation allowance
for both periods.

    Extraordinary Item. On October 5, 2001, the Company amended its credit
facility with a syndicate of banks. As a result of the amendment, the Company
wrote-off a portion of the bank fees associated with previous amendments to the
credit facility. The amount of the deferred financing costs related to term
portion of the facility was $3.4 million.

    Net Loss. A net loss of $22.7 million was incurred in the period as a result
of the factors described above compared to a net loss in the same period last
year of $25.8 million.

LIQUIDITY AND CAPITAL RESOURCES

    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. During fiscal 2001, the Company operated under a
forbearance agreement with its bank lenders through October 5, 2001. The
Company's ability to borrow funds under the forbearance agreement was limited.
The Company obtained an amended credit facility on October 5, 2001, that
provides the Company with sufficient borrowing capacity and revised loan
covenants. As a result of the new amendment, the Company incurred a non-cash
charge of $3.8 million related to the write-off of substantially all of the bank
fees associated with previous amendments to the facility.

    For the three months ended December 31, 2001, the Company used $35.9 million
to fund operating activities compared to the three months ended December 31,
2000 when $2.4 million was used in operations. The increase in cash used in the
fiscal 2002 period was primarily a result of the increase in rental merchandise
of $16.2 million, the decrease in rental merchandise deposits of $22.1 million,
and the decrease in other liabilities of $12.2 million offset by a decrease in
net loss of $3.1 million, the write-off of deferred financing costs of $3.8
million, and an increase in the deferred tax liability of $10.6 million. The
decrease in other liabilities is prmarily due to the payment of accrued interest
and payments under the vehicle capital lease obligation.

    Net cash used in investing activities for the three months ended December
31, 2001 was $3.3 million compared to $6.7 million during the three months ended
December 31, 2000. Investing activities in both periods were for the purchase of
property and equipment that was $3.3 million in the fiscal 2002 period and $6.7
million in the fiscal 2001 period.

    For the three months ended December 31, 2001 financing activities provided
$36.6 million as compared to $9.7 million provided for the three months ended
December 31, 2000. In the fiscal 2002 period, the Company borrowed $215.1
million and repaid $176.3 million. In the fiscal 2001 period, the borrowings
were $22.5 million and repayments were $13.1 million.

SEASONALITY AND INFLATION

    Management believes that the Company's operating results are subject to
seasonality. The first quarter typically has a greater percentage of rentals
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.

    During the three months ended December 31, 2001, the cost of rental
merchandise, energy costs, store lease rental expense and salaries and wages has
increased modestly. These increases have not had a significant effect on the
Company's results of operations because the Company has been able to charge
commensurately higher rental rates for its merchandise. This trend is expected
to continue in the foreseeable future.

RECENT ACCOUNTING PRONOUNCEMENTS

    In June 2001, FASB issued Statement of Financial Accounting Standards No.
143 "Accounting for Asset Retirement Obligations ("SFAS 143"). SFAS 143
addresses financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. This statement is effective for financial statements issued for fiscal
years beginning after June 15, 2002. The Company is currently evaluating the
provisions of this statement.

    In August 2001, FASB issued Statement of Financial Accounting Standards No.
144 "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"). SFAS 144 addresses financial accounting and reporting for the impairment
or disposal of long-lived assets. This statement is effective for financial
statements issued for fiscal years beginning after December 15, 2001. The
Company is currently evaluating the provisions of this statement.

CAUTIONARY STATEMENT

    This report includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 2E1 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 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 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.

    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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    The Company's major market risk exposure is primarily due to possible
fluctuations in interest rates. As of December 31, 2001, the Company had $338.4
million in loans with floating interest rates indexed to current LIBOR and prime
rates. Because the floating rates expose the Company to the risk of increased
interest cost if interest rates rise, the Company began a policy in 1998 of
managing interest rate risk by utilizing interest rate swap agreements to
convert a portion of the floating interest rate loans to fixed interest rates.
As of December 31, 2001, the Company has $183.4 million in interest rate swap
agreements that lock in a LIBOR rate ranging from 5.09% to 6.97%. This
effectively fixes the interest rate on $183.4 million of loans. These interest
rate swap agreements have maturities ranging from 2002 to 2005. The market value
of the interest rate swaps will be negatively impacted by falling interest rates
and/or a flattening of the yield curve. Any changes in the market value of the
interest rate swaps would affect pre-tax earnings.

    Given the Company's current capital structure, including interest rate swap
agreements, there is $155.0 million, or 45.8% of the Company's total debt, in
floating rate loans. A hypothetical 1.0% change in the LIBOR rate would affect
interest expense and pre-tax earnings by approximately $1.6 million.

    The Company does not enter into derivative financial instruments for trading
or speculative purposes. The interest rate swap agreements are entered into with
major financial institutions thereby minimizing the risk of credit loss.


<PAGE>


                                 RENT-WAY, INC.

PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A.  EXHIBITS

    None.

B.  REPORTS ON FORM 8-K

    The Company filed the following reports on Form 8-K in the quarter ended
December 31, 2001:

(1)     On December 19, 2001, the Company filed a Current Report on Form 8-K,
        which reported the issuance of a press release regarding fiscal 2001
        financial results.

(2)     On October 8, 2001, the Company filed a Current Report on Form 8-K,
        which reported the issuance of a press release announcing it had
        completed an amendment to its credit agreement with its bank lenders.

(3)     On October 2, 2001, the Company filed a Current Report on Form 8-K,
        which reported the issuance of a press release announcing financial
        projections for the period ended September 30, 2001, and the quarters
        ended March 2002, June 2002, and September 2002.



<PAGE>



                                 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.




                                 Rent-Way, Inc.
                             -----------------------
                                  (Registrant)



                                   By:

      February 14, 2002                    /s/ William A. McDonnell
  -------------------------           -----------------------------------------
             Date                                    (Signature)
                                               William A. McDonnell
                                      Vice President and Chief Financial Officer



                                   By:

      February 14, 2002                       /s/ John A. Lombardi
  -------------------------           -----------------------------------------
             Date                                    (Signature)
                                                  John A. Lombardi
                                       Chief Accounting Officer and Controller