EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                               RENT-A-CENTER, INC.
                                 (THE "COMPANY")

      Pursuant to the provisions of Section 242 of the Delaware General
Corporation Law, the undersigned Company files the following Certificate of
Amendment to its Certificate of Incorporation, which amends the fourth article
thereof so as to increase the number of shares of the Company's common stock,
par value $0.01 per share, authorized for issuance from 125,000,000 to
250,000,000 shares.

                                   ARTICLE I

      The name of the Company is Rent-A-Center, Inc.

                                   ARTICLE II

      At a meeting of the Board of Directors (the "BOARD") of the Company held
on March 17, 2004, the Board adopted resolutions setting forth a proposed
amendment of the Certificate of Incorporation of the Company, declaring said
amendment to be advisable, and directing that such amendment be considered by
the stockholders of the Company entitled to vote thereon. The resolution setting
forth the proposed amendment is as follows:

      RESOLVED, that, subject to the approval of the stockholders of the
      Company, the Board hereby authorizes and approves the following amendment
      to the Certificate of Incorporation to increase the number of shares of
      Common Stock authorized to be issued from 125,000,000 shares to
      250,000,000 shares (the "AMENDMENT"):

      The first paragraph of Article Fourth of the Company's Certificate of
      Incorporation is hereby amended and restated to read in its entirety as
      follows:

            "FOURTH: The aggregate number of shares of capital stock which the
            Corporation shall have authority to issue is 250,000,000 shares of
            common stock, having a par value of $0.01 per share (the "COMMON
            STOCK"), and 5,000,000 shares of preferred stock, having a par value
            of $0.01 per share (the "PREFERRED STOCK")."

      The remaining provisions of Article Fourth of the Company's Certificate of
      Incorporation shall remain the same and in full force and effect.

                                      -1-



                                  ARTICLE III

      Thereafter, pursuant to resolution of the Board, the annual meeting of
stockholders of the Company was duly called and held, upon notice in accordance
with Section 222 of the Delaware General Corporation Law, at which meeting the
necessary number of shares as required by statute were voted in favor of said
amendment. Specifically, at the time of adoption, the holders of 80,266,569
shares of capital stock of the Company were entitled to vote on said amendment,
of which 69,435,023 shares voted for said amendment, 4,611,255 voted against
said amendment and 60,862 shares abstained from voting.

                                   ARTICLE IV

      Said amendment was duly adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -2-



      IN WITNESS WHEREOF, I have hereunto set my hand this the 19th day of May,
2004.

                                            RENT-A-CENTER, INC.

                                            /s/ MITCHELL E. FADEL
                                            ----------------------------------
                                            Mitchell E. Fadel, President and
                                            Chief Operating Officer

                                      -3-