Mail Stop 7010

      February 27, 2006


Mr. John A. Lombardi
Vice President, Corporate Controller and Interim CFO
Rent-Way, Inc.
One Rentway Place
Erie, PA  16505

	RE:	Form 10-K for the fiscal year ended September 30, 2005
Form 10-Q for the quarter ended December 31, 2005
		File No. 0-22026

Dear Mr. Lombardi:

      We have reviewed these filings and have the following
comments.
If you disagree with a comment, we will consider your explanation
as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K FOR THE PERIOD ENDED SEPTEMBER 30, 2005

General
1. Where a comment below requests additional disclosures or other
revisions please show us what the revisions will look like in your
response.  These revisions should be included in your future
filings.

Item 7 - Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 14

Company Performance Measures, page 19
2. Please revise your presentation to provide a reconciliation of
gross weekly rental revenue to total revenues.  Please disclose
the
reasons why you believe the presentation of gross weekly rental
revenue and performance percentage provide useful information to
investors regarding your financial condition or results of
operations.  If applicable, please disclose the additional
purposes
for which you use these measures.  Please also discuss the
material
limitations of these measures.  Please refer to Item 10 of
Regulation
S-K.

Fiscal 2005 Compared to Fiscal 2004, page 19
3. Please discuss in greater detail the business reasons for the
changes between periods in total revenues, advertising and
occupancy
expenses.  In doing so, please disclose the amount of each
significant change in line items between periods and the business
reasons for it.  In circumstances where there is more than one
business reason for the change, attempt to quantify the
incremental
impact of each individual business reason discussed on the overall
change in the line item.  For example, in regards to total
revenues,
please individually quantify the amount of the increase that was
attributable to the opening of 44 new stores, higher revenue-
generating products and increasing rental rates on certain
products.
Please show us what your revised MD&A for 2005 as compared to 2004
will look like.  See Item 303(a) of Regulation S-K and Financial
Reporting Codification 501.04.

Liquidity and Capital Resources, page 23
4. Your disclosure highlights several debt covenants based on
EBITDA.
As noted in the response to question 10 in the June 13, 2003 FAQ
Regarding the Use of Non-GAAP Financial Measures, if you believe
the
credit agreement is a material agreement, that the covenants are
material terms of the credit agreement and that information about
the
covenants is material to an investor`s understanding of your
financial condition and/or liquidity, you may be required to
disclose
the measure as calculated by the debt covenants as part of MD&A.
Please tell us what consideration you gave to providing the
disclosures discussed in the response to question 10 in the June
13,
2003 FAQ.


Contractual Obligations, page 25
5. Please revise your table of contractual cash obligations to
include the estimated interest payments on your debt.  Because the
table is aimed at increasing transparency of cash flow, we believe
these payments should be included in the table.  Please also
disclose
any assumptions you made to derive these amounts.

Item 8 - Financial Statements, page 28

Consolidated Statements of Cash Flows, page 36
6. Please tell us how you have classified proceeds from rental
equipment sales and dispositions.
7. We note that you have separately presented net cash used in
discontinued operations within the operating activities section.
Please tell us how you have classified cash flows provided by
(used
in) discontinued operations related to investing and financing
activities.
8. You disclose on page 38 that you included cash overdrafts in
accounts payable on your balance sheet.  Please tell us how you
have
classified the change in the cash overdraft in your statement of
cash
flows.  Please also tell us whether these represent actual
overdrafts
or held checks.
9. Please provide us with additional information to help us
understand the appropriateness of your classification of the
payments
on the class action lawsuit note payable as a financing activity.
Please refer to paragraph 23(e) of SFAS 95.

Note 1 - Summary of Significant Accounting Policies, page 37

Rental Merchandise, Rental Revenue and Depreciation, page 37
10. Please revise to disclose the period over which you depreciate
electronic game systems.

Intangible Assets, page 38
11. Please disclose the amortization period for the customer list
that you present in Note 6.


Note 12 - Convertible Preferred Stock, page 50
12. Please provide us with additional information to help us
understand the basis for your conclusions regarding the accounting
treatment for the convertibility feature of your convertible
preferred stock and the option to purchase 500 additional shares
of
convertible preferred stock.  Please include specific references
to
help us understand the appropriate treatment based on your
conclusions.
13. Please also provide us with additional information to
understand
how your presentation of the convertible preferred shares is
consistent with paragraph 9 of SFAS 150.

Note 14 - Insurance Charge and Recovery, page 53
14. Please disclose the statement of operations line item in which
the retrospective adjustments are included.

Note 15 - Commitments and Contingencies, page 53
15. Regarding the initial claims totaling $2,885,000, if true,
please
confirm that the claims did not meet both of the criteria set
forth
in paragraph 8 of SFAS 5 for accrual as a liability.

Note 23 - Segment Information, page 58
16. Please separately disclose revenues from the sale of
merchandise,
merchandise rentals, prepaid phone service, liability damage
waivers
and preferred customer club fees.  Please refer to paragraph 37 of
SFAS 131.

Exhibit 12.1
17. It is unclear why you have not calculated a preference
security
dividend and included this dividend as a fixed charge in your
ratio
of earnings to fixed charges calculation.  See Item 503(d) of
Regulation S-K.

Exhibit 31
18. Please revise your certifications to conform to the exact
language stated in Item 601(b)(31) of Regulation S-K.  See also
the
SEC Release No. 34-46427.  For example, please change your
references
from "annual report" to "report."  Please note that this comment
also
applies to your quarterly filings on Form 10-Q.

FORM 10-Q FOR THE PERIOD ENDED DECEMBER 31, 2005

Item 4A. Controls and Procedures, page 32
19. We note that you define disclosure controls and procedures as
those controls and procedures that are "effective to ensure that
information required to be disclosed in Company reports filed or
submitted under the Exchange Act is recorded, processed,
summarized
and reported within the time periods specified by the SEC`s rules
and
forms."  This is an incomplete definition of disclosure controls
and
procedures per Exchange Act Rules Rules 13a-15(e) and 15d-15(e).
Please supplement your current disclosure to clarify that
disclosure
controls and procedures include controls and procedures designed
to
ensure that information required to be disclosed by you in the
reports that you file or submit under the Exchange Act is
accumulated
and communicated to your management, including your principal
executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions
regarding
required disclosure.  Alternatively, you may simply conclude that
your disclosure controls and procedures are effective or
ineffective,
whichever the case may be.

*    *    *    *

   	Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your supplemental response on
EDGAR as a correspondence file.  Please understand that we may
have
additional comments after reviewing your responses to our
comments.

		We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filings reviewed by the
staff
to be certain that they have provided all information required
under
the Securities Exchange Act of 1934 and that they have provided
all
information investors require for an informed decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Jeffrey Gordon, Staff Accountant, at (202) 551-3866
or, in his absence, Scott Watkinson, Staff Accountant, at (202)
551-
3741.

							Sincerely,


							Rufus Decker
							Accounting Branch Chief


??

??

??

??

Mr. John A. Lombardi
Rent-Way, Inc.
February 27, 2006
Page 1 of 6




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE