SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

OR

o FOR THE TRANSITION PERIOD FROM ___________ TO ____________

000-22026

COMMISSION FILE NUMBER

RENT-WAY, INC.
401(k) RETIREMENT SAVINGS PLAN

(Title of Plan)

RENT-WAY, INC.

(Name of Issuer of securities held pursuant to the Plan)

One Rent-Way Place, Erie, Pennsylvania 16505

(Address of Plan and of principal executive office of Issuer)

FINANCIAL STATEMENTS

RENT-WAY, INC.
401(k) RETIREMENT SAVINGS PLAN

DECEMBER 31, 2004

C O N T E N T S

		Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		1
FINANCIAL STATEMENTS
	Statements of Net Assets Available for Benefits	2
	Statement of Changes in Net Assets Available for Benefits	3
	Notes to Financial Statements	4-12
SUPPLEMENTARY INFORMATION
	Form 5500 -- Schedule H, Line 4i -- Schedule of Assets (Held at End of Year)	13
Exhibit 23

(Note: All other schedules required by 29 CFR 2520.103-10 of the Department of Labor Rules and Regulations and Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because the conditions under which they are required are not present.)

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of the
Rent-Way, Inc. 401(k) Retirement Savings Plan

We have audited the accompanying statement of net assets available for benefits of the Rent-Way, Inc. 401(k) Retirement Savings Plan as of December 31, 2004 and 2003 and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2004 and 2003 and the changes in its net assets available for benefits for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2004, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Malin, Bergquist & Company, LLP

Erie, Pennsylvania
June 23, 2005

1

RENT-WAY, INC.
401(k) RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As Of December 31, 2004 and 2003

	2004		2003
ASSETS
Investments:
Investments, at fair value (Note 3)	$	16,804,168	$	15,730,292
Cash and cash equivalents		3,871,358		3,762,629
Total assets		20,675,526		19,492,921
LIABILITIES
Excess contribution payable		303,369		—
Net assets available for benefits	$	20,372,157	$	19,492,921

See Notes to Financial Statements

2

RENT-WAY, INC.
401(k) RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 2004

Additions:
Investment income:
Dividends and interest	$	578,853
Net appreciation in fair market value of investments (Note 3)		632,605
Contributions:
Employer		880,217
Employee		2,456,218
Employee rollovers		699,014
Total additions		5,246,907
Deductions:
Distributions to participants		3,897,569
Return of excess contributions		462,002
Transactional expenses		8,100
Total deductions		4,367,671
Net increase		879,236
Net assets available for benefits:
Beginning of year		19,492,921
End of year	$	20,372,157

See Notes to Financial Statements

3

RENT-WAY, INC.
401(k) RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
December 31, 2004

Note 1.     Description of Plan

The following summary description of the Rent-Way, Inc. 401(k) Retirement Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan covering all employees of Rent-Way, Inc. (the Company) who are age 21 or older. Employees of the Company become eligible to participate in the Plan upon the completion of six months of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Effective April 1, 2004, Merrill Lynch Trust Company replaced Putnam Fiduciary Trust Company as the directed Trustee and recordkeeper (see Note 8).

Contributions

Each year, participants may contribute up to 15% of pre-tax annual compensation, as defined in the Plan agreement, however, contributions may not exceed $13,000 in 2004 or $12,000 in 2003, as allowed by the Internal Revenue Code (IRC). The Plan also permits participant contributions to be rolled over from other qualified plans, which meet the requirements of Section 401(a) of the IRC. Rollovers are made in cash and then allocated to the investment options of the participant’s choice. During the plan year ended December 31, 2004 and 2003 rollovers amounted to $699,014 and $95,994, respectively.

The Plan provides for a 50% Company matching contribution on the first 6% of eligible participant pay that is contributed to the Plan. Employer contributions are made in cash and the matching contributions are immediately allocated to the investment option of the participant’s choice.

Participant Accounts

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contributions and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined in the Plan agreement. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

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NOTES TO FINANCIAL STATEMENTS

Note 1.     Description of Plan (continued)

Vesting

Participants are immediately vested in their contributions plus actual earnings thereon. The Company’s matching contributions plus actual earnings thereon vest based on years of continuous service, as defined in the Plan agreement. A participant’s employer contributions vest in 20% increments per year and are fully vested after five years of credited service.

Investment Options

Plan assets are invested in participant directed investment accounts in accordance with the Plan agreement. The Trustee provides the following options (the Funds) under the Plan. A participant may direct employee contributions in 1% increments in any of the following funds:

• Merrill Lynch Retirement Preservation Trust
The Merrill Lynch Retirement Preservation Trust is a money market fund with a goal of preserving capital, liquidity, and current income at levels that are typically higher than the average money-market fund.

• Alger MidCap Growth Institutional Portfolio
The Alger MidCap Growth Institutional Portfolio’s goal is long-term capital appreciation by investing primarily in the equity securities of companies having a market capitalization within the range of companies in the S&P MidCap 400 Index.

• Pioneer High Yield Fund Class A
The Pioneer High Yield Fund Class A seeks to maximize total return through a combination of income and capital appreciation.

• American Balanced Fund Class R3
The American Balanced Fund Class R3 seeks conservation of capital, current income, and long-term growth of capital and income. The fund invests primarily in a broad range of securities, including stocks and bonds.

• American Growth Fund of America Class R3
The American Growth Fund of America Class R3 seeks to provide long-term growth of capital through a diversified portfolio of common stocks. The Fund invests primarily in common stocks, convertibles, preferred stocks, U.S. government securities, bonds and cash.

• American EuroPacific Growth Fund Class R3
The American EuroPacific Growth Fund Class R3 seeks to provide the investor with long-term growth of capital by investing primarily in stocks of issues located in Europe and the Pacific Basin.

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NOTES TO FINANCIAL STATEMENTS

Note 1.     Description of Plan (continued)

• Merrill Lynch Global Small Cap Fund Class A
The Merrill Lynch Global Small Cap Fund Class A seeks long-term growth of capital by investing primarily in a portfolio of equity securities of small-cap issuers located in various foreign countries and in the United States.

• Merrill Lynch Basic Value Fund Class A
The objective of the Merrill Lynch Basic Value Fund Class A is to seek capital appreciation as well as income by investing in securities that management of the Fund believe to be undervalued.

• Merrill Lynch Healthcare Fund Class A
The objective of the Merrill Lynch Healthcare Fund Class A is long-term capital appreciation through worldwide investment in equity securities of companies that, in the opinion of Fund management, derive or are expected to derive a substantial portion of their sales from products and services in healthcare.

• Merrill Lynch Value Opportunities Fund Class A
The Merrill Lynch Value Opportunities Fund Class A seeks long-term growth of capital by investing in a diversified portfolio of securities, primarily common stock, of relatively small companies that Fund management believes have special investment value, and emerging-growth companies regardless of size.

• PIMCO Total Return Fund Class A
The PIMCO Total Return Fund Class A seeks maximum total return, consistent with preservation of capital and prudent investment management.

• Merrill Lynch S&P 500 Index Fund Class I
The Merrill Lynch S&P 500 Index Fund Class I seeks to match the performance of the S&P 500 Composite Stock Price Index as closely as possible before the deduction of fund expenses.

• Merrill Lynch U.S. Government Mortgage Fund Class A
The Merrill Lynch U.S. Government Mortgage Fund Class A seeks high current return through investments in U.S. government securities and U.S. government agency securities, including Government National Mortgage Association (“GNMA”) mortgage-backed certificates and other mortgage-backed government securities.

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NOTES TO FINANCIAL STATEMENTS

Note 1.     Description of Plan (continued)

• Rent-Way Stock Fund
Rent-Way Stock Fund is comprised exclusively of Common Shares, without par value of the Company (Common Shares). Participants holding Common Shares through the Stock Fund are permitted to vote such Common Shares in the same manner as any other shareholder and are furnished proxy materials to such effect. If a participant does not vote their proxy, the Trustee votes the proxy for the participant’s Common Shares. Effective April 1, 2004, the Rent-Way Stock Fund was eliminated as an investment option in the Plan. Participants invested in the Fund on the elimination date were permitted to retain their account balances, but are no longer allowed to contribute to the Fund.

Loans to Participants

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Loan Fund. Loan terms shall not exceed five years except in the case of a loan for the purpose of acquiring a principal residence, apartment, condominium, or in certain circumstances a mobile home. The loans are collateralized by the balance in the participant’s account and bear interest at a rate of 1% above prime. Principal and interest are paid at least quarterly. Participants who retire or are terminated prior to meeting their loan obligation have the option to pay the outstanding balance in a lump sum or have the loan balance outstanding considered a distribution subject to applicable tax laws.

At December 31, 2004, loans in default amounted to $143,715. However, these defaulted loans were secured by the borrower’s account and are treated as distributions in 2004.

Plan Withdrawals

Active participants may withdraw certain amounts from their accounts up to their entire vested balance. Withdrawals are paid in a lump sum or rollover to other qualified plans.

Plan distributions are made to participants or their designated beneficiary upon normal retirement (age 59 1/2), disability or death, in the full amounts credited to their participant account. A participant who leaves employment of the Company before normal retirement for reasons other than disability or death is eligible to receive all amounts vested in their account relating to participant contributions, including rollovers and Company match. All non-vested portions will be forfeited immediately and may be used to reduce future Company match. Distributions are made in single lump sums or rollover.

7

NOTES TO FINANCIAL STATEMENTS

Note 1.     Description of Plan (continued)

Distributions on the Statement of Changes in Net Assets Available for Benefits include benefit payments, distributions to participants, decrease due to loan defaults and rollovers to other qualified plans.

Forfeited Accounts

Forfeitures can be utilized to reduce future Company matching contributions. During 2004 and 2003 the Company utilized $147,482 and $279,218, respectively, of forfeited accounts to reduce employer matching contributions. At December 31, 2004 and 2003, the balance of unutilized forfeited accounts totaled $7,344 and $31,776, respectively.

Plan Termination

Although the Company has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event the Plan is terminated, participants will become fully vested in all contributions and related earnings in their accounts.

Note 2.     Summary of Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan are prepared using the accrual basis of accounting.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year end. The Company stock is valued at the last sales price of the last business day of the year. Participant loans are valued at cost, which approximates fair value.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

The Plan presents in the Statement of Changes in Net Assets Available for Benefits, the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments.

8

NOTES TO FINANCIAL STATEMENTS

Note 2.     Summary of Significant Accounting Policies (continued)

At December 31, 2004 and 2003, the Plan did not hold any derivative financial instruments. The Plan could enter into derivative financial instruments to manage exposures to risks affecting the Plan’s investments. Although no such derivatives were entered into, they would be recorded at fair value, unless specifically exempted (such as guaranteed investment contracts and alternative investment contracts) from the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133).

Benefit Payments

Benefit payments are recorded when paid.

Administrative Expenses

Administrative expenses of the Plan are paid by the Company.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Risks and Uncertainties

The Plan provides for various investment options in any combination of stocks and mutual funds. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.

9

NOTES TO FINANCIAL STATEMENTS

Note 3.     Investments

The following presents investments that represent 5% or more of the Plan’s net assets at December 31:

	2004		2003
Merrill Lynch Retirement Preservation Trust	$	3,841,029	$	—
Alger MidCap Growth Institutional Portfolio		1,720,332		—
American Balanced Fund Class R3		1,198,559		—
American Growth Fund of America Class R3		2,304,907		—
American Europacific Growth Fund Class R3		1,700,828		—
Merrill Lynch Basic Value Fund Class A		2,480,971		—
Merrill Lynch Value Opportunities Fund Class A		1,174,658		—
Putnam Money Market Fund		—		3,762,629
The George Putnam Fund of Boston		—		1,122,650
The Putnam Fund for Growth and Income		—		2,042,984
Putnam Discovery Growth Fund		—		1,977,891
Putnam New Opportunities Fund		—		1,370,980
Putnam International Equity Fund		—		1,299,756
Rent-Way Common Stock Fund		2,604,812		3,501,136
Loan Fund		1,172,988		820,267

During 2004, the Plan’s investments (including gains (losses) on investments bought and sold as well as held during the year) appreciated in value by $632,605 as follows:

Mutual funds	$	705,809
Common stock		(73,204	)
Total appreciation	$	632,605

Note 4.     Income Tax Status

The Company received a favorable determination letter from the Internal Revenue Service (IRS) dated February 28, 2005 effective for the Plan prior to adoption of the Merrill Lynch Non-standardized Prototype Defined Contribution Plan Agreement, which was adopted April 1, 2004. The Company believes the Plan currently is designed and being operated in compliance with the applicable requirements of the Internal Revenue Code (IRC) and that the trust is therefore exempt from taxation under the IRC.

Note 5.     Related Party Transactions

Certain Plan investments are shares of mutual funds managed by the Trustee. Additionally, the Plan’s assets include shares of the Company’s common stock. These transactions qualify as party-in-interest.

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NOTES TO FINANCIAL STATEMENTS

Note 6.     Restorative Payments

On January 3, 2001, the Board of Directors of the Company resolved that the Company would contribute and allocate an initial restorative payment to each Plan participant whose accounts under the Plan, other than the employer matching account, were invested in the Company’s stock as of October 27, 2000. The restorative payment was $5.00 for each such share of Company stock and was placed in a Restorative Payment Account under the Plan and invested in the Putnam Money Market Account for each affected Plan participant. After the allocation of this initial restorative payment to each Plan participant, and upon the approval of the IRS, the participants were permitted to select any of the Funds available under the Plan for these funds except Company stock.

Additionally, on January 3, 2001, the Board of Directors of the Company also determined that the Company would make further additional restorative payments to Plan participants in 2002, 2003 and 2004, if the conditions specified in the Fourth Amendment to the Plan were met. Each of these additional payments were intended to bring the restored value of the Company’s stock held in participants’ accounts as of October 27, 2000 to a value of $15, $20 and $25 per share through the payments made in 2002, 2003 and 2004, respectively, when the amount of the restorative payments, together with the market value of the Company’s stock were taken into account.

Through 2002, the Company made contributions totaling $621,249 to various Plan participants as restorative payments. Additionally, a payment of $478,175 was made during 2003, and a final payment of $6,953 was made during 2004. These transactions are reflected as “Employer contributions” on the Statement of Changes in Net Assets Available for Benefits as paid.

Note 7.     U.S. Department of Labor (DOL) Audit

The DOL is in process of performing a “limited review” of the Plan. Although results of the review are not yet definitive, the focus of the review appears to relate primarily to restorative payments discussed in Note 6 above. No adverse consequence to the Plan is expected as a result of the review.

11

NOTES TO FINANCIAL STATEMENTS

Note 8.     Plan Changes

Effective April 1, 2004, the Plan appointed Merrill Lynch to be the new trustee, recordkeeper, and custodian of the Plan (“Trustee”). Upon adoption of the new Trustee, the Plan adopted Merrill Lynch’s Non-standardized Prototype Defined Contribution Plan Agreement. The only significant change in the new Plan agreement was the increase of the eligibility age from 18 to 21, which is Rent-Way’s minimum hiring age. Plan assets transferred to the new Trustee were transferred into funds comparable to those offered by the previous custodian (Putnam Investments). The conversion initiated a “Black Out” period that began March 26, 2004 and continued through April 22, 2004. During this period participants could not change fund elections, transfer investments within their account, or obtain a loan or a distribution from the Plan. During the Black Out period, employee contributions continued to be made through payroll deductions and deposited into comparable funds with the new Trustee.

12

RENT-WAY, INC.
401(k) RETIREMENT SAVINGS PLAN

EIN #25-1407782
PLAN #001

FORM 5500 — SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2004

(a)	(b)	(c)	(d)	(e)
	Identity of Issue,	Description of Investment Including
	Borrower, Lessor	Maturity Date, Rate of Interest,		Current
	or Similar Party	Collateral, Par, or Maturity Value	Cost	Value
*	Merrill Lynch  Investments	Cash	**	$	30,329
		Merrill Lynch Retirement Preservation Trust	**		3,841,029
		Merrill Lynch Global Small Cap Fund Class A	**		136,336
		Merrill Lynch Basic Value Fund Class A	**		2,480,971
		Merrill Lynch Healthcare Fund Class A	**		719,426
		Merrill Lynch Value Opportunities Fund Class A	**		1,174,658
		Merrill Lynch S&P 500 Index Fund Class I	**		271,434
		Merrill Lynch U.S. Government Mortgage Fund Class A	**		416,889
	American  Investments	American Balanced Fund Class R3	**		1,198,559
		American Growth Fund of America Class R3	**		2,304,907
		American Europacific Growth Fund Class R3	**		1,700,828
	PIMCO  Investments	PIMCO Total Return Fund Class A	**		170,292
	Alger  Investments	Alger MidCap Growth Institutional Portfolio	**		1,720,332
	Pioneer  Investments	Pioneer High Yield Fund Class A	**		731,736
*	Rent-Way, Inc.	Rent-Way Common Stock Fund	—		2,604,812
*	Participant loans	Interest from 5.00% to 11.50%	—		1,172,988
	Total investments			$	20,675,526

* Denotes an allowable party-in-interest.
** Cost information not required for participant-directed investments.

13

RENT-WAY, INC. 401(k) RETIREMENT SAVINGS PLAN

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	RENT-WAY, INC. 401(k) RETIREMENT SAVINGS PLAN
	By:
June 27, 2005		/s/ William A. McDonnell
Date		Chief Financial Officer and Member
		of Rent Way, Inc. Employee Benefits
		Committee

14

RENT-WAY, INC. 401(k) RETIREMENT SAVINGS PLAN

INDEX TO EXHIBITS

Exhibit No.	Name
23	Consent of Malin Bergquist & Company LLP

15