SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DAVIS ROBERT DALE

(Last)

(First)

(Middle)

5700 TENNYSON PKWY., THIRD FLOOR

(Street)

PLANO

75024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RENT A CENTER INC DE [ RCII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $.01 per share	02/13/2004		M		782	A	$10.6	782	D
Common stock, par value $.01 per share	02/13/2004		M		3,125	A	$9.15	3,907	D
Common stock, par value $.01 per share	02/13/2004		M		6,250	A	$7.925	10,157	D
Common stock, par value $.01 per share	02/13/2004		M		50,000	A	$10.396	60,157	D
Common stock, par value $.01 per share	02/13/2004		S		5,400	D	$31.31	54,757	D
Common stock, par value $.01 per share	02/13/2004		S		100	D	$31.27	54,657	D
Common stock, par value $.01 per share	02/13/2004		S		24,500	D	$31.25	30,157	D
Common stock, par value $.01 per share	02/13/2004		S		10,000	D	$31.27	20,157	D
Common stock, par value $.01 per share	02/13/2004		S		20,157	D	$31.25	0	D
Common stock, par value $.01 per share								2,341.2275	I	By Issuer 401(k) Plan⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Purchase)	$10.6	02/13/2004		M			782	⁽²⁾	⁽²⁾	Common Stock	782	⁽²⁾	0	D
Employee Stock Option (Right to Purchase)	$9.15	02/13/2004		M			3,125	⁽³⁾	⁽³⁾	Common Stock	3,125	⁽³⁾	0	D
Employee Stock Option (Right to Purchase)	$7.925	02/13/2004		M			6,250	⁽⁴⁾	⁽⁴⁾	Common Stock	6,250	⁽⁴⁾	0	D
Employee Stock Option (Right to Purchase)	$10.396	02/13/2004		M			50,000	⁽⁵⁾	⁽⁵⁾	Common Stock	50,000	⁽⁵⁾	50,000⁽⁶⁾	D

Explanation of Responses:

1. The information in this report is based on a plan statement dated as of February 13, 2004.

2. On September 30, 1998, the reporting person was granted 3,125 options to purchase Rent-A-Center, Inc.'s (the "Company") common stock, par value $.01 per share (the "Common Stock"), on a one-for-one basis, pursuant to the Company's Long-Term Incentive Plan (the "Plan"). The Plan provides for a vesting period of four years, vesting in the amounts of 781 on September 30, 1999; 781 on September 30, 2000; 781 on September 30, 2001; and 782 on September 30, 2002. The options expire 10 years from the date of the grant. As of the date of this report, the reporting person has exercised all of the options to purchase the Company's Common Stock pursuant to this grant.

3. On July 1, 1999, the reporting person was granted 12,500 options to purchase the Company's Common Stock, on a one-for-one basis, pursuant to the Plan. The Plan provides for a vesting period of four years, vesting in the amounts of 3,125 on July 1, 2000; 3,125 on July 1, 2001; 3,125 on July 1, 2002; and 3,125 on July 1, 2003. The options expire 10 years from the date of the grant. As of the date of this report, the reporting person has exercised all of the options to purchase the Company's Common Stock pursuant to this grant.

4. On December 31, 1999, the reporting person was granted 12,500 options to purchase the Company's Common Stock, on a one-for-one basis, pursuant to the Plan. The Plan provides for a vesting period of four years, vesting in the amounts of 3,125 on December 31, 2000; 3,125 on December 31, 2001; 3,125 on December 31, 2002; and 3,125 on December 31, 2003. The options expire 10 years from the date of the grant. As of the date of this report, the reporting person has exercised all of the options to purchase the Company's Common Stock pursuant to this grant.

5. On November 9, 2001, the reporting person was granted 100,000 options to purchase the Company's Common Stock, on a one-for-one basis, pursuant to the Plan. The Plan provides for a vesting period of four years, vesting in the amounts of 25,000 on November 9, 2002; 25,000 on November 9, 2003; 25,000 on November 9, 2004; and 25,000 on November 9, 2005. The options expire 10 years from the date of the grant. As of the date of this report, the reporting person has exercised 50,000 options to purchase the Company's Common Stock pursuant to this grant.

6. Represents 50,000 options to purchase the Company's Common Stock pursuant to the reporting person's November 9, 2001 grant, 25,000 of which will become exercisable on November 9, 2004, and 25,000 of which will become exercisable on November 9, 2005.

Remarks:

	Robert D. Davis	02/17/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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