Exhibit 31.2CERTIFICATIONI, William A. McDonnell, certify that: 1. I have reviewed this annual report on Form 10-K of Rent-Way, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make the statements made,in light of the circumstances under which such statements were made, not misleading withrespect to the period covered by this annual report.  3. Based on my knowledge, the financial statements, and other financial informationincluded in this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, theperiods presented in this annual report;  4. The registrant’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchanged Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15 d-15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this annual report is being prepared;  b. designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;  c. evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this annual report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this annual report based on such evaluation; and  d. disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s mostrecent fiscal quarter ( the registrant’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and 5. The registrant’s other certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’s auditors andthe audit committee of registrant’s board of directors (or persons performing the equivalentfunctions): a. all significantdeficiencies and material weaknesses in the design oroperation of internal control over financial reportingwhich are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize andreport financial information; and  b. any fraud,whether or not material, that involves management orother employees who have a significant role in theregistrant’s internal control over financial reporting.Date: December 28, 2005   /S/ WILLIAM A. MCDONNELL   Signature     SENIOR VICE PRESIDENT & CFO   Title