SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

          Date of Report (Date of earliest event reported) May 28, 2003


                                 RENT-WAY, INC.
             (Exact name of registrant as specified in its charter)




          Pennsylvania                        0-22026                        25-1407782
                                                            
(State or other jurisdiction of      (Commission File Number)     (IRS Employer Identification No.)
         incorporation)



           One RentWay Place, Erie, Pennsylvania                  16505
         (Address of principal executive offices)              (Zip Code)


        Registrant's telephone number, including area code (814) 455-5378


                                 Not Applicable
          (Former name or former address, if changed since last report)

                                 RENT-WAY, INC.

ITEM 9. REGULATION FD DISCLOSURE

This Current Report on Form 8-K is being furnished to provide information
(set forth on Exhibit 99 hereto) regarding the company's results of operations
for the completed fiscal periods presented which is contained in a confidential
offering memorandum of the company dated May 23, 2003 prepared in connection
with the company's previously announced sale of $205.0 million of senior secured
notes in a private placement. The information provided with this Form 8-K
supplements and, to the extent inconsistent therewith, supersedes the
information provided with the Form 8-K of the company filed May 12, 2003.

The information contained in this Current Report on Form 8-K and attached as
Exhibit 99 hereto is being furnished pursuant to Item 9 and pursuant to Item 12
of Form 8-K in accordance with SEC Release Nos. 33-8216 and 34-47583.

This information (including the exhibit) is not "filed" pursuant to the
Securities Exchange Act of 1934, as amended, and is not incorporated and may not
be incorporated by reference in any filing thereunder or under the Securities
Act of 1933, as amended, except as expressly set forth in such a filing.

                                   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.

Date:  May 28, 2003            By:  /S/ WILLIAM A. MCDONNELL
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                                      William A. McDonnell
                                      Vice President and Chief Financial Officer


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