<PAGE>   1



                                                                    Exhibit 3.1

                                           Filed this 16th day of November, 1981
                                           Commonwealth of Pennsylvania
                                           Department of State

                                           /s/ William R. Davis
                                           Secretary of the Commonwealth

                          COMMONWEALTH OF PENNSYLVANIA
                              DEPARTMENT OF STATE
                               CORPORATION BUREAU

Articles of Incorporation -
Domestic Business Corporation

         In compliance with the requirements of Section 204 of the Business
Corporation Law Act of May 5, 1933 (P.L. 364) (15 P.S. Section 1204), the
undersigned, desiring to be incorporated as a business corporation, hereby
certifies that:

         1. The name of the corporation is RENT-WAY, INC.

         2. The location and post office address of the initial registered
office of the corporation in this Commonwealth is 14 West 10th Street, Erie,
Pennsylvania 16501.

         3. The corporation is incorporated under the Business Corporation Law
of the Commonwealth of Pennsylvania for the following purpose or purposes: To
engage in and to do all lawful acts concerning any or all lawful business for
which a corporation may be incorporated under the Business Corporation Law of
Pennsylvania, Act of May, 1933, P.L. 364, as amended.

         4. The term for which the corporation is to exist is: perpetual.

         5. The aggregate number of shares which the corporation shall have
authority to issue is: 10,000 shares of no par common stock.

         6. The names and post office addresses of each incorporator(s) and the
number and class of shares subscribed by such incorporator(s) are:

<TABLE>
<CAPTION>
Name                          Address                                  Number and Class of Shares
<S>                           <C>                                      <C>
John P. Leemhuis              1400 Baldwin Building                    One share subscribed
                              Erie, PA  16501
</TABLE>

         IN TESTIMONY WHEREOF, the incorporator has signed and sealed these
Articles of Incorporation this 5th day of November, 1981.

          (SEAL)            /s/ John P. Leemhuis                        (SEAL)
                            John P. Leemhuis                            (SEAL)


<PAGE>   2



                                                 Filed this 21st day of October,
                                                 1988

                                                 Commonwealth of Pennsylvania
                                                 Department of State

                                                 /s/ James J. Haggerty
                                                 Secretary of the Commonwealth

                          COMMONWEALTH OF PENNSYLVANIA
                              DEPARTMENT OF STATE
                               CORPORATION BUREAU

Articles of Amendment -
Domestic Business Corporation

         In compliance with the requirements of Section 806 of the Business
Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. Section 1806), the
undersigned corporation, desiring to amend its Articles does hereby certify
that:

         1. The name of the corporation is RENTWAY, INC.

         2. The location of its registered office in this Commonwealth is the
(Department of State is hereby authorized to correct the following statement to
conform to the records of the Department): 14 West Tenth Street, Erie,
Pennsylvania 16501.

         3. The statute by or under which it was incorporated is: Business
Corporation Law of Pennsylvania, Act of May, 1933, P.L. 364, as amended.

         4. The date of its incorporation is November 16, 1981. [SEAL]

         5. (Check and if appropriate, complete one of the following):

            [x] The meeting of the shareholders of the corporation at which the
amendment was adopted was held at the time and place and pursuant to the kind
and period of notice herein stated.

                  Time: The 30th day of September, 1988.

                  Place: 17 West 10th St., Erie, PA 16501

                  Kind and period of notice_________________________________

____________________________________________________________________________

            [x] The amendment was adopted by a consent in writing, setting
forth the action so taken, signed by all of the shareholders entitled to vote
thereon and filed with the Secretary of the corporation.


<PAGE>   3




         6. At the time of the action of shareholders:

            (a)  The total number of shares outstanding was: 10,000 shares
                 of common stock

            (b)  The number of shares entitled to vote was: 10,000 shares of
                 common stock

         7. In the action taken by the shareholders:

            (a)  The number of shares voted in favor of the amendment was:
                 10,000 shares of common stock

            (b)  The number of shares voted against the amendment was: None

         8. The amendment adopted by the shareholders, set forth in full, is as
follows:

              Articles 5 is amended to read as follows: "The aggregate number 
         of shares which the corporation shall have authority to issue is 
         1,000,000 shares of no par common stock."

         IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer and its
corporate seal, duly attested by another such officer, to be hereunto affixed
this 7th day of October, 1988.

<TABLE>
<S>                                              <C>
                                                       RENTWAY, INC.
                                                   ---------------------
                                                   (NAME OF CORPORATION)

Attest:

 /s/ Therese Bihler                               By: /s/ William E. Morgenstern
---------------------------------------------        ------------------------------------
         (SIGNATURE)                                         (SIGNATURE)


          Secretary                                           President
---------------------------------------------    ----------------------------------------
(TITLE: SECRETARY, ASSISTANT SECRETARY, ETC.)    (TITLE: PRESIDENT, VICE PRESIDENT, ETC.)
</TABLE>

[SEAL]


<PAGE>   4



                                           Filed with the Department of State on
                                           March 27, 1992

                                           /s/ Secretary of the Commonwealth
                                           Secretary of the Commonwealth

              ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
                             DSCB:15-1915 (Rev. 89)

         In compliance with the requirements of 15 Pa.C.S. Section 1915
(relating to articles of amendment), the undersigned business corporation,
desiring to amend its Articles, hereby states that:

1.  The name of the corporation is: RENTWAY, INC.

2.  The (a) address of this corporation's current registered office in this
    Commonwealth or (b) commercial registered office provider and the county of
    venue is (the Department is hereby authorized to correct the following
    address to conform to the records of the Department):

     (a) 17 West 10th Street, Erie, PA 16501, Erie County

         For a corporation represented by a commercial registered office
         provider, the county in (b) shall be deemed the county in which the
         corporation is located for venue and official publication purposes.

3.  The statute by or under which it was incorporated is: Business Corporation
    Law of 1933

4.  The original date of its incorporation is: November 16, 1981

5.  (Check, and if appropriate complete, one of the following):

     _x_ The amendment shall be effective upon filing these Articles of
         Amendment in the Department of State.

     ___ The amendment shall be effective on:_________________________

6.  (Check one of the following):

     _x_ The amendment was adopted by the shareholders pursuant to 15 Pa.C.S.
         Section 1914(a) and (b).

     ___ The amendment was adopted by the board of directors pursuant to 15
         Pa.C.S. Section 1914(c).



<PAGE>   5



7. (Check, and if appropriate complete, one of the following):

     ___ The amendment adopted by the corporation, set forth in full, is as
         follows:

     _x_ The amendment adopted by the corporation as set forth in full in
         Exhibit A, attached hereto and made a part hereof.

8. (Check if the amendment restates the Articles):

     _x_ The restated Articles of Incorporation supersede the original Articles
         and all amendments thereto.

     IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof this
26th day of March, 1992.

                                       RENTWAY, INC.
                                       -----------------------------------------
                                           (Name of Corporation)

                                       BY: /s/ William E. Morgenstern, President
                                          --------------------------------------
                                           (Signature)

                                       TITLE: President
                                             -----------------------------------

<PAGE>   6

                                  EXHIBIT "A"

                              AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION

                               OF RENT-WAY, INC.

     In compliance with the requirements of the Pennsylvania Business
Corporation Law, the undersigned desiring to be incorporated as a business
corporation, hereby certifies that:

         1. The name of the Corporation is RENT-WAY, INC.

         2. The location and post office address of the initial registered
office of the Corporation in this Commonwealth is: 17 West 10th Street, Erie,
PA 16501

         3. The Corporation is incorporated under the Business Corporation Law
of the Commonwealth of Pennsylvania for the following purpose or purposes:

         To engage in and to do all lawful acts concerning any or all lawful
         business for which a corporation may be incorporated under the
         Business Corporation Law of Pennsylvania, Act of May, 1933, P.L. 364,
         as amended.

         4. The term for which the Corporation is to exist is perpetual.

         5. The aggregate number of shares which the Corporation shall have
authority to issue is 10,000,000 shares of no-par common stock.


<PAGE>   7



         6. The name and address of each incorporator and the number and class
of shares subscribed by such incorporator is:

John P. Leemhuis,          2222 West                  1 share subscribed
Sr.                        Grandview Blvd.
                           Erie, PA  16506

         7. The following provisions of the Business Corporation Law of 1988
shall not be applicable to the Corporation:

            (a) Section 2538 (relating to approval of transactions with
                interested shareholders);

            (b) Subchapter 25E (relating to control transactions);

            (c) Subchapter 25F (relating to business combinations);

            (d) Subchapter 25G (relating to control-share acquisitions);

            (e) Subchapter 25H (relating to disgorgement by certain controlling
                shareholders following attempts to acquire control).


<PAGE>   8



                                               Filed with the Department of
                                               State on April 19, 1995.

                                               /s/ Secretary of the Commonwealth
                                               Secretary of the Commonwealth

                             ARTICLES OF AMENDMENT

1.  The name of the corporation is: RENT-WAY, INC.

2.  The address of the registered office of the corporation in Pennsylvania
    (which is located in Erie County) is:

                               17 West 10th Street
                               Erie, PA  16501

3.  The statute under which the corporation was incorporated is: Business
    Corporation Law of 1988.

4.  The date of its incorporation is: November 16, 1981.

5.  The amendment shall be effective upon the filing of these articles of
    amendment in the Department of State.

6.  The amendment was adopted by the shareholders pursuant to 15 Pa.C.S.
    Section 1914(a) and (b).

7.  The amendment adopted by the corporation, set forth in full, is as follows:

    The corporation is authorized to issue 11,000,000 shares of capital stock
    of which 10,000,000 shares shall be designated no par Common Stock, and
    1,000,000 shares shall be designated Preferred Stock. The Board of
    Directors shall have the full authority to divide the 1,000,000 shares of
    Preferred Stock into classes or series, or both, and to determine for any
    such class or series its voting rights (which may be full, limited,
    multiple, or fractional, or no voting rights) and such designations,
    preferences, qualifications, privileges, limitations, restrictions,
    options, conversion rights and other special or relative rights as may be
    desired. Such division and determination may be accomplished by an
    amendment to this Article, which amendment may be made solely by action of
    the Board of Directors, which shall have the full authority permitted by
    law to make such divisions and determinations.


<PAGE>   9




         IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof on
April 19, 1995.

                                                     RENT-WAY, INC.

                                                     BY: /s/ Jeffrey A. Conway
                                                        -----------------------
                                                        Vice President and
                                                        Chief Financial Officer


<PAGE>   10



                                           Filed with the Department of State on
                                           June 16, 1995

                                           /s/ Yvette Kane
                                           Secretary of the Commonwealth

         STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION
                             DSCB:15-1922 (Rev. 90)

     In compliance with the requirements of 15 Pa.C.S. Section 1522 (relating to
statement with respect to shares), the undersigned corporation, desiring to
state the designation and voting rights, preferences, limitations and special
rights, if any, of a class or series of its shares, hereby states that:

1.  The name of the corporation is: RENT-WAY, INC.

2.  (Check and complete one of the following):

    ___ The resolution amending the Articles under 15 Pa.C.S. Section 1522(b)
        (relating to divisions and determinations by the board), set forth in
        full, is as follows:

    _x_ The resolution amending the Articles under 15 Pa.C.S. Section 1522(b) is
        set forth in full in Exhibit A attached hereto and made a part hereof.

3.  The aggregate number of shares of such class or series established and
    designated by (a) such resolution, (b) all prior statements, if any, filed
    under 15 Pa.C.S. Section 1522 or corresponding provisions of prior law with
    respect thereto, and (c) any other provision of the Articles is 30,000
    shares.

4.  The resolution was adopted by the Board of Directors or an authorized
    committee thereof on: June 10,1995

5.  (Check, and if appropriate complete, one of the following):

    _x_ The resolution shall be effective upon the filing this statement with
        respect to shares in the Department of State.

    ___ The resolution shall be effective on: ____________ at  _____________
                                                  Date              Hour


<PAGE>   11




         IN TESTIMONY WHEREOF, the undersigned corporation has caused this
statement to be signed by a duly authorized officer thereof this 15th day of
June, 1995.

                                                     RENT-WAY, INC.
                                                     ---------------------------
                                                         (Name of Corporation)

                                                     BY: /s/ Jeffrey A. Conway
                                                        ------------------------
                                                         (Signature)

                                                     TITLE: V.P. and CFO
                                                           ---------------------


<PAGE>   12



                                  EXHIBIT "A"

SERIES A PREFERRED STOCK

     1. NUMBER AND DESIGNATION. There is hereby authorized for issuance as a
series of the Preferred Stock of the Corporation, 30,000 shares, without par
value, to be designated as "Series A Preferred Stock" (hereinafter "Series A
Preferred Stock").

     2. CERTAIN DEFINITIONS. For purposes hereof, the following definitions
shall apply:

         JUNIOR STOCK. The term "Junior Stock" shall mean the Common Stock and
any other class or series of stock of the Corporation (i) with respect to
dividends, not entitled to receive any dividends in any dividend period unless
all dividends required to have been paid or declared and set apart for payment
on the Series A Preferred Stock shall have been so paid or declared and set
apart for payment, (ii) with respect to rights on liquidation, not entitled to
receive any distribution upon liquidation, dissolution and winding up of the
affairs of the Corporation until the Series A Preferred Stock shall have
received the entire amount to which such stock is entitled and, or (iii) with
respect to mandatory redemption rights, not entitled to receive any mandatory
redemption payments until the Series A Preferred Stock shall have received all
mandatory redemption payments to which such stock is entitled.

         PARITY STOCK. The term "Parity Stock" shall mean any class or series
of stock of the Corporation (i) with respect to dividends, entitled to receive
payment of dividends on a parity with the Series A Preferred Stock, (ii) with
respect to rights on liquidation, entitled to receive any distribution upon
liquidation, dissolution and winding up of the affairs of the Corporation on a
parity with the Series A Preferred Stock, or (iii) with respect to mandatory
redemption rights, entitled to receive any mandatory redemption payments on a
parity with the Series A Preferred Stock.

         SENIOR STOCK. The term "Senior Stock" shall mean any class or series
of stock of the Corporation (i) with respect to dividends, ranking senior to
the Series A Preferred Stock in respect of the right to receive dividends, (ii)
with respect to rights on liquidation, ranking senior to the Series A Preferred
Stock in respect of the right to receive any distribution upon liquidation,
dissolution and winding up of the affairs of the Corporation, or (iii) with
respect to mandatory redemption rights, ranking senior to the Series A
Preferred Stock in respect of the right to receive mandatory redemption
payments.


<PAGE>   13




     3. DIVIDENDS. The holders of the Series A Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors of the
Corporation, out of any funds legally available therefor, on each share of
Series A Preferred Stock, before any declaration or payment or setting apart
for payment of dividends on any Junior Stock, dividends in an amount equal to
the liquidation preference of each such share multiplied by 7% per annum (based
upon a 360 day year consisting of twelve 30 day months), payable in cash in
equal quarterly installments on the first day of January, April, July and
October (each a "Dividend Payment Date") of each year commencing July 1, 1995.
Such dividends shall be cumulative, whether or not earned or declared, and
shall be payable in arrears to the holders of record of the Series A Preferred
Stock as their names appear on the share register of the Corporation as of the
fifteenth day of the month preceding the applicable Dividend Payment Date.
Accrued and unpaid dividends on the Series A Preferred Stock shall accrue
additional dividends in respect thereof at a rate of 9% per annum (based on a
360 day year consisting of twelve 30 day months). The Corporation shall use its
reasonable best efforts to have funds legally available to pay all dividends
provided for in this paragraph 3.

     4. LIQUIDATION PREFERENCE. In the event of the liquidation, dissolution
and winding up of the affairs of the Corporation, whether voluntary or
involuntary, the holders of the Series A Preferred Stock then outstanding shall
be entitled to be paid out of the assets of the Corporation available for
distribution to its shareholders, before any payment or setting apart for
payment of any amount shall be made in respect of any Junior Stock, an amount
equal to $100 per share plus an amount equal to all accrued and unpaid
dividends thereon (whether or not earned or declared), to and including the
date fixed for distribution. If upon any liquidation, dissolution and winding
up the Corporation, whether voluntary or involuntary, the assets to be
distributed to the holders of the Series A Preferred Stock and the holders of
any Parity Stock shall be insufficient to permit the payment to all such
holders of the full preferential amounts to which they are entitled, then the
assets of the Corporation to be distributed to all such holders shall be
distributed ratably to the holders of the Series A Preferred Stock, on the one
hand, and the holders of any Parity Stock, on the other, in the same proportion
as the aggregate liquidation preference amount of the Series A Preferred Stock,
on the one hand, and any such Parity Stock, on the other, bears to the sum of
the aggregate liquidation preference amount of the Series A Preferred Stock and
the aggregate liquidation preference amount of any Parity Stock and, in such
event, the assets of the Corporation to be distributed to the holders of the
Series A Preferred Stock shall be distributed ratably among such holders in the
same proportion as the number of shares of outstanding Series A Preferred Stock
held by each such holder bears to the total number of shares of outstanding
Series A Preferred Stock.

     5. VOTING RIGHTS.

         (a) General. The Series A Preferred Stock shall have no voting rights
except as specifically provided in this paragraph 5 or as otherwise required by
law.

         (b) Class Vote. So long as any shares of Series A Preferred Stock
remain outstanding, the Corporation shall not without the vote or written
consent of the


<PAGE>   14



holders of a majority of the outstanding shares of the Series A Preferred
Stock, voting as a separate class:

               (i) purchase, redeem or otherwise acquire for value (or pay into
          or set aside a sinking or similar fund for such purpose) any Junior
          Stock at any time that dividends on the Series A Preferred Stock
          shall be accrued and unpaid (unless a sum sufficient for the payment
          thereof shall have been set apart);

               (ii) authorize or issue, or obligate itself to issue, any Senior
          Stock; or

               (iii) increase or decrease (other than by reason of redemption)
          the total number of authorized shares of Series A Preferred Stock.

         (c) VOTING RIGHTS ON DEFAULT. If the Corporation shall have failed to
pay dividends on all outstanding shares of Series A Preferred Stock in an
amount equal to two quarterly dividends at the rate payable upon such shares (a
"Dividend Default"), the holders of shares of Series A Preferred Stock shall
have the right to eight (8) votes for each share of Series A Preferred Stock
held by such holder on all matters submitted to the stockholders of the
Corporation for authorization, adoption or approval. If upon such payment of
past due dividends, in full, such voting right of the holders of shares of
Series A Preferred Stock shall cease, subject to revesting of such voting right
in the event of each and every additional Dividend Default in an amount equal
to two quarterly dividends as aforesaid.

     6. REDEMPTION.

         (a) MANDATORY REDEMPTION. The Corporation shall redeem all outstanding
shares of Series A Preferred Stock on June 30, 2006 at a redemption price per
share equal to the liquidation preference amount thereof, plus any accrued but
unpaid dividends thereon to the date of redemption.

         (b) PUT OPTIONS. The Corporation intends to enter into agreements with
the holders of the Series A Preferred Stock pursuant to which such holders
shall have the right to require the Corporation to repurchase their Series A
Preferred Stock on the terms and subject to the conditions set forth therein
(the "Put Options"). The Put Options provide the holders thereof with mandatory
redemption rights which are in addition to those set forth in subparagraph (a)
of this paragraph 6.

         (c) OPTIONAL REDEMPTION. The Series A Preferred Stock may be redeemed,
at the option of the Corporation, in whole or in part, at any time and from
time to time, at a redemption price per share equal to the liquidation
preference amount thereof, plus any accrued but unpaid dividends to the date of
redemption.  At least 10 days prior to the date fixed for the redemption of
shares of Series A Preferred Stock pursuant to this paragraph, a written notice
shall be mailed to each holder of record of shares of Series A Preferred Stock
to be redeemed addressed to such holder at the address for such holder as


<PAGE>   15



shown on the records of the Corporation, which notice shall notify the holder
of the election of the Corporation to redeem the holder's shares stating the
date fixed for redemption thereof and calling upon such holder to surrender to
the Corporation on the redemption date at the place designated in such notice
the certificate or certificates representing the shares specified in such
notice of redemption; provided, however, that no failure to give such notice
nor any defect therein shall affect the validity of the proceedings for the
redemption of any shares of Series A Preferred Stock to be redeemed.

         (d) REDEMPTION PROCEDURES. On the redemption date (whether mandatory
or optional) each holder of shares of Series A Preferred Stock to be redeemed
shall present and surrender the certificate or certificates for such shares,
free and clear of all liens and encumbrances, to the Corporation and thereupon
the redemption price of such shares shall be paid to the person whose name
appears on such certificate or certificates as the owner thereof and each
surrendered certificate shall be cancelled. In the event pursuant to an
optional redemption less than all the shares represented by such certificate
are redeemed, a new certificate shall be issued representing the unredeemed
shares. From and after the redemption date, all dividends on shares of the
Series A Preferred Stock shall cease to accrue and all rights of the holders
thereof as shareholders of the Corporation, except the right to receive the
redemption price thereof upon the surrender of certificates representing such
shares, shall cease and terminate and such shares shall not thereafter be
transferred on the books of the Corporation.

         (e) STATUS OF REDEEMED SHARES. Shares of Series A Preferred Stock
acquired by the Corporation by reason of redemption shall have the status of
authorized and unissued shares of Preferred Stock of the Corporation
undesignated as to series and may be redivided, redesignated and reissued as
part of any series of Preferred Stock of the Corporation, but may not be
reissued as shares of Series A Preferred Stock.

     7. AUTHORIZATION OR ISSUANCE OF JUNIOR STOCK OR PARITY STOCK. Nothing
herein shall be construed to require a class vote or the consent of the holders
of the outstanding shares of Series A Preferred Stock in connection with any
increase in the total number of authorized shares of the Corporation or
issuance of additional shares of Junior Stock. The Corporation shall not issue
any Parity Stock without the prior vote or written consent of the holders of a
majority of the outstanding shares of the Series A Preferred Stock.


<PAGE>   16



                                           Filed with the Department of State on
                                           March 21, 1996

                                           /s/ Yvette Kane
                                           Secretary of the Commonwealth

                    STATEMENT OF CHANGE OF REGISTERED OFFICE
                   DSCB:15-1507/4144/5507/6144/8506 (Rev. 90)

1.  The name of the corporation is: RENT-WAY, INC.

2.  The (a) address of this corporation's or limited partnership's current
    registered office in this Commonwealth or (b) name of its commercial
    registered office provider and the county of venue is (the Department is
    hereby authorized to correct the following address to conform to the
    records of the Department):

    (a) 17 West 10th Street, Erie, PA 16501, Erie County

    For a corporation or a limited partnership represented by a commercial
    registered office provider, the county in (b) shall be deemed the county in
    which the corporation is located for venue and official publication
    purposes.

3.  (Complete part (a) or (b)):

    (a) The address to which the registered office of the corporation or
        limited partnership in this Commonwealth is to be changed is: 3230 West
        Lake Road, Erie, PA 16505-3657, Erie County

    (b) The registered office of the corporation or limited partnership shall
        be provided by:

    c/o:_______________________________________________________________________
        Name of Commercial Registered Office Provider            County

    IN TESTIMONY WHEREOF, the undersigned corporation or limited partnership
has caused this statement to be signed by a duly authorized officer thereof
this 18th day of March, 1996.

                                   RENT-WAY, INC.
                                   ---------------------------------------------
                                       (Name of Corporation/Limited Partnership)

                                   BY: /s/ Ronald D. DeMoss
                                      ------------------------------------------
                                       (Signature)

                                   TITLE: Vice President and General Counsel
                                         ---------------------------------------


<PAGE>   17


                                          Filed with the Department of State on
                                          March 12, 1997

                                          /s/ Yvette Kane
                                          Secretary of the Commonwealth

              ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
                             DSCB:15-1915 (Rev. 90)

        In compliance with the requirements of 15 Pa.C.S. Section 1915 (relating
to articles of amendment), the undersigned business corporation, desiring to
amend its Articles, hereby states that:

1.  The name of the corporation is: RENT-WAY, INC.

2.  The (a) address of this corporation's current registered office in this
    Commonwealth or (b) names of its commercial registered office provider and
    the county of venue is (the Department is hereby authorized to correct the
    following address to conform to the records of the Department):

    (a) 3230 West Lake Road, Erie, PA 16505, Erie County

    For a corporation represented by a commercial registered office provider,
    the county in (b) shall be deemed the county in which the corporation is
    located for venue and official publication purposes.

3.  The statute by or under which it was incorporated is: Business Corporation
    Law of 1988

4.  The date of its incorporation is: November 16, 1981

5.  (Check, and if appropriate complete, one of the following):

    _x_ The amendment shall be effective upon filing these Articles of
        Amendment in the Department of State.

    ___ The amendment shall be effective on:____________ at _____________
                                                Date             Hour

6.  (Check one of the following):

    _x_ The amendment was adopted by the shareholders pursuant to 15 Pa.C.S.
        Section 1914(a) and (b).


<PAGE>   18



    ___ The amendment was adopted by the board of directors pursuant to 15
        Pa.C.S. Section 1914(c).

7.  (Check, and if appropriate complete, one of the following):

    ___ The amendment adopted by the corporation, set forth in full, is as
        follows:

    _x_ The amendment adopted by the corporation as set forth in full in
        Exhibit A attached hereto and made a part hereof.

8.  ___ The restated Articles of Incorporation supersede the original
        Articles and all amendments thereto.

        IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof this
12th day of March, 1997.

                                       RENT-WAY, INC.
                                       -----------------------------------------
                                           (Name of Corporation)

                                       BY: /s/ Ronald D. DeMoss
                                          --------------------------------------
                                           (Signature)

                                       TITLE: Vice President and General Counsel
                                             -----------------------------------


<PAGE>   19



                                   Exhibit A

Article 5 of the Articles of Incorporation is amended to read, in its entirety,
as follows:

                  "5.      The corporation is authorized to issue 21,000,000
                           shares of capital stock of which 20,000,000 shares
                           shall be designated no par Common Stock, and
                           1,000,000 shares shall be designated Preferred
                           Stock.  The Board of Directors shall have the full
                           authority to divide the 1,000,000 shares of
                           Preferred Stock into classes or series, or both, and
                           to determine for any such class or series its voting
                           rights (which may be full, limited, multiple, or
                           fractional, or no voting rights) and such
                           designations, preferences, qualifications,
                           privileges, limitations, restrictions, options,
                           conversion rights and other special or relative
                           rights as may as desired.  Such division and
                           determination may be accomplished by an amendment to
                           this Article, which amendment may be solely by
                           action of the Board of Directors, which shall have
                           the full authority permitted by law to make such
                           divisions and determinations."



<PAGE>   20



                                           Filed with the Department of State on
                                           March 12, 1997

                                           /s/ Yvette Kane

                                           Secretary of the Commonwealth

         STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION
                             DSCB:15-1522 (Rev. 90)

     In compliance with the requirements of 15 Pa.C.S. Section 1522(b)
(relating to statement with respect to shares), the undersigned corporation,
desiring to state the designation and voting rights, preferences, limitations,
and special rights, if any, of a class or series of its shares, hereby states
that:

1.  The name of the corporation is: RENT-WAY, INC.

2.  (Check and complete one of the following):

    ___ The resolution amending the Articles under 15 Pa.C.S. Section 1522(b)
        (relating to divisions and determinations by the board), set forth in
        full, is as follows:

    _x_ The resolution amending the Articles under 15 Pa.C.S. Section 1522(b)
        is set forth in full in Exhibit A attached hereto and made a part
        hereof.

3.  The aggregate number of shares of such class or series established and
    designated by (a) such resolution, (b) all prior statements, if any, filed
    under 15 Pa.C.S. Section 1522 or corresponding provisions of prior law with
    respect thereto, and (c) any other provision of the Articles is 30,000
    shares.

4.  The resolution was adopted by the Board of Directors or an authorized
    committee thereof on: March 12, 1997

5.  (Check, and if appropriate complete, one of the following):

    _x_ The resolution shall be effective upon the filing this statement with
        respect to shares in the Department of State.

    ___ The resolution shall be effective on: ______________ at _____________
                                                   Date              Hour


<PAGE>   21




         IN TESTIMONY WHEREOF, the undersigned corporation has caused this
statement to be signed by a duly authorized officer thereof this 12th day of
March, 1997.

                                       RENT-WAY, INC.
                                       -----------------------------------------
                                           (Name of Corporation)

                                       BY: /s/ Ronald D. DeMoss
                                          --------------------------------------
                                           (Signature)

                                       TITLE: Vice President and General Counsel
                                             -----------------------------------


<PAGE>   22

                                   EXHIBIT A

                                 RENT-WAY, INC.

                        Resolutions adopted by the Board
                         of Directors on March 12, 1997


RETURN OF SHARES OF SERIES A        WHEREAS, in connection with the acquisition
PREFERRED STOCK TO STATUS OF        by the corporation of McKenzie Leasing
AUTHORIZED AND UNISSUED             Corporation (the "McKenzie Acquisition"),
SHARES UNDESIGNATED AS TO           30,000 shares of Preferred Stock of the
SERIES                              corporation were designated Series A
                                    Preferred Stock (the "Series A Stock"); and

                                    WHEREAS, only 27,500 shares of Series A
                                    Stock were issued in connection with the
                                    McKenzie Acquisition (the "Issued Series A
                                    Stock"); and

                                    WHEREAS, the Issued Series A Stock has been
                                    redeemed by the corporation and pursuant to
                                    its terms returned to the status of
                                    authorized and unissued Preferred Stock
                                    undesignated as to series; and

                                    WHEREAS, the board of directors of the
                                    corporation deems it in the best interests
                                    of the corporation to amend the
                                    corporation's Articles of Incorporation to
                                    return the 2,500 shares of Series A Stock
                                    that were not issued in connection with the
                                    McKenzie Acquisition (the "Unissued Series
                                    A Stock") to the status of authorized and
                                    unissued shares of Preferred Stock
                                    undesignated as to series; and

                                    WHEREAS, the terms of the Series A Stock
                                    provide that the board of directors of the
                                    corporation may amend the Articles of
                                    Incorporation for this purpose without
                                    submitting the amendment to the
                                    shareholders of the corporation for their
                                    approval;

                                    NOW, THEREFORE, be it hereby

                                    RESOLVED, that the corporation amend its
                                    Articles of Incorporation in order to
                                    return the Unissued Series A Stock to the
                                    status of authorized and unissued Preferred
                                    Stock undesignated as to series; and be it
                                    further

<PAGE>   23

                                    RESOLVED, that the President, any Vice
                                    President and the Secretary and Assistant
                                    Secretary of the Corporation be, and hereby
                                    are, authorized and directed, for and on
                                    behalf of the corporation, to execute and
                                    deliver Articles of Amendment of the
                                    Articles of Incorporation of the
                                    corporation to effect such amendment and to
                                    take all such other action as such officers
                                    shall deem necessary for the purpose of
                                    filing such Articles in the Department of
                                    State of the Commonwealth of Pennsylvania
                                    and otherwise effectuating the purposes of
                                    the foregoing resolution.