U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-K/A

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

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001

          [ ] 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 OF INCORPORATION)             (I.R.S. EMPLOYER IDENTIFICATION NO.)

                   ONE RENTWAY PLACE, ERIE, PENNSYLVANIA 16505
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                  814-455-5378
                         (REGISTRANT'S TELEPHONE NUMBER)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

        TITLE OF CLASS                  NAME OF EXCHANGE ON WHICH REGISTERED
        --------------                  ------------------------------------
  COMMON STOCK, NO PAR VALUE                NEW YORK STOCK EXCHANGE, INC.

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ X ] No [ ].

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Based on the closing sales price on December 14, 2001, the aggregate market
value of stock held by non-affiliates of the registrant is $148,315,623.

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

               CLASS                  OUTSTANDING AS OF DECEMBER 14, 2001
            Common Stock                           24,514,979

                      DOCUMENTS INCORPORATED BY REFERENCE:

     Portions of the registrant's definitive proxy statement for its
     2002 Annual Meeting of Shareholders are incorporated by reference
     into Part III of this report.




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                                 RENT-WAY, INC.



                              EXPLANATORY STATEMENT



     This amendment to Rent-Way Inc.'s Annual Report on Form 10-K for the fiscal
year ended  September  30,2001,  is filed to supply a corrected  Exhibit  10.26,
which was  previously  filed with the Form 10-K on December 28, 2001,  but which
inadvertently omitted several attachments.

<PAGE>


                                 RENT-WAY, INC.

                                   SIGNATURE

    Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.


Registrant: RENT-WAY, INC.






   By:       /s/ JOHN A. LOMBARDI
             --------------------
                 JOHN A. LOMBARDI
                 Vice President and Corporate Controller


             Date:  January 31, 2002