As filed with the Securities and Exchange Commission on April 3, 1998

                          Registration No. 333-________

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              --------------------

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

                Pennsylvania                      25-1407782
     (State or other jurisdiction       (I.R.S. Employer Identification No.)
          of incorporation) 

              3230 West Lake Road, Erie, Pennsylvania 16505 (814)
              836-0618 (Address, including zip code, and telephone
              number, including area code,of registrant's principal
              executive offices)
                            ------------------------

                             1995 STOCK OPTION PLAN

                            (Full title of the plan)
                             -----------------------

                             William E. Morgenstern
                      President and Chief Executive Officer
                                 Rent-Way, Inc.
                               3230 West Lake Road
                            Erie, Pennsylvania 16505
                                 (814) 836-0618
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

<TABLE>
<CAPTION>

                         Calculation of Registration Fee
======================== ---------------------- ---------------------- ---------------------- ======================

Title of securities to   Amount to be           Proposed maximum       Proposed maximum       Amount of
be registered            registered             offering price per     aggregate offering     registration fee
                                                share(1)               price(1)
======================== ====================== ====================== ====================== ======================

<S>                      <C>                    <C>   <C>              <C>                    <C>   
Common Stock, without    1,600,000 Shares       $9.25-$23.00           $32,557,907            $9,605
par value
======================== ====================== ====================== ====================== ======================
</TABLE>

                             ---------------------

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule  457(c)  and  (h)(1).  The  offering  price  per share for the
unissued  stock  options is based on the  average of the high and low prices for
the Common Stock on March 31, 1998,  as reported on the NASDAQ  National  Market
System.  The offering price per share for the  outstanding  stock options is the
exercise  prices of such  options.  The chart set forth  below  illustrates  the
calculation of the registration fee:


<PAGE>

<TABLE>
<CAPTION>


                                   NUMBER OF SHARES           OFFERING PRICE PER SHARE   AGGREGATE OFFERING PRICE

Shares issuable pursuant to
outstanding options under 1995
Stock Option Plan
<S>                                    <C>                    <C>                           <C>       
                                       30,000                 $19.875                       $  596,250
                                          600                  18.5625                          11,138
                                          600                  17.50                            10,500
                                        5,400                  18.50                            99,900
                                          600                  17.625                           10,575
                                        7,800                  15.75                          122,850
                                        1,200                  18.125                           21,750
                                          600                  16.875                           10,125
                                        3,600                  14.875                           53,550
                                        1,800                  13.75                            24,750
                                        2,100                  14.75                            30,975
                                        1,500                  14.9375                          22,406
                                          600                  14.625                             8,775
                                        3,600                  13.625                           49,050
                                       10,800                  13.50                          145,800
                                          600                  13.375                             8,025
                                       71,700                   9.25                         663,225
                                      207,922                   9.375                     1,949,269
                                          600                  10.50                             6,300


Shares issuable pursuant to
unissued options under 1995
Stock Option Plan                  1,248,378                   $23.00                    $28,712,694

                       Total       1,600,000                                             $32,557,907

</TABLE>
 




                                EXPLANATORY NOTE

         This Registration Statement is being filed pursuant to Instruction E of
Form S-8 to  register  an  additional  1,600,000  shares of the Common  Stock of
Rent-Way,  Inc. (the  "Company")  issuable under its 1995 Stock Option Plan. The
contents of the  Company's  Registration  Statement on Form S-8 (No.  333-13355)
filed with the  Securities  and  Exchange  Commission  on  October 3, 1996,  are
incorporated by reference herein.


                                    EXHIBITS


EXHIBIT NUMBER                          DESCRIPTION


  5.1                                  Opinion of Hodgson, Russ, Andrews,
                                       Woods & Goodyear, LLP

 24.1                                  Consent of Coopers & Lybrand, L.L.P.

 24.2                                  Consent of Hodgson, Russ, Andrews, Woods
                                       & Goodyear, LLP (included in Exhibit 5.1)


<PAGE>



                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Erie, State of Pennsylvania,  on the 3rd day of
April, 1998.

                                      RENT-WAY, INC.


                              By: /s/ Jeffrey A. Conway
                              Jeffrey A. Conway,
                              Vice-President and
                              Chief Financial Officer



                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

     SIGNATURE                                   TITLE                                      DATE


<S>                                   <C>                                                <C>    
 /s/ Gerald A. Ryan                 Chairman of the Board and Director                  April 3, 1998
------------------------------
Gerald A. Ryan


 /s/ William E. Morgenstern         President, Chief Executive Officer and Director     April 3, 1998
William E. Morgenstern              (Principal Executive Officer)


 /s/ Jeffrey A. Conway              Vice President and Chief Financial Officer          April 3, 1998
Jeffrey A. Conway                   (Principal Financial and Accounting Officer)


 /s/ Marc A. Joseffer               Director                                            April 3, 1998
------------------------------
Marc A. Joseffer


 /s/ William Lerner                 Director                                            April 3, 1998
William Lerner

</TABLE>

<PAGE>


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>


EXHIBIT NUMBER         DESCRIPTION                                              PAGE NO.


<S>                   <C>                                                 
     5.1               Opinion of Hodgson, Russ, Andrews,
                                Woods & Goodyear, LLP

    24.1               Consent of Coopers & Lybrand, L.L.P.

    24.2               Consent of Hodgson, Russ, Andrews, Woods
                                & Goodyear, LLP (included in Exhibit 5.1)




CORPORATE:171691_1 (3OH7_1)

</TABLE>

<PAGE>


                                    








                                   EXHIBIT 5.1




                                  April 3, 1998


Rent-Way, Inc.
3230 West Lake Road
Erie, Pennsylvania  16505

Ladies and Gentlemen:

                  Re:  Registration Statement on Form S-8

                  We are  delivering  this opinion at your request in connection
with the registration by Rent-Way, Inc. (the "Company") under the Securities Act
of 1933, as amended,  and the Rules and Regulations  thereunder (the "Act"),  of
1,600,000 shares of the Company's Common Stock, without par value per share (the
"Shares"), for issuance and sale by the Company pursuant to the above-referenced
registration  statement (the "Registration  Statement") upon exercise of options
granted under the Company's 1995 Stock Option Plan (the "Plan").

                  The  opinion  set forth in this  letter is based  upon (1) our
review of (a) the Registration Statement, (b) originals, or copies authenticated
to our satisfaction, of the Company's Articles of Incorporation, as amended, its
By-laws, as amended, and records of certain of its corporate proceedings and (c)
such other  certificates,  opinions and instruments as we have deemed  necessary
and (2) our review of such published sources of law as we have deemed necessary.
We have assumed that when the Shares are sold appropriate certificates complying
with applicable law evidencing the Shares will be properly executed.

                  Based upon the  foregoing,  it is our opinion  that the Shares
have  been duly  authorized,  and when the  Shares  are  issued  and paid for in
accordance with the Plan, will be validly issued, fully paid and non-assessable.

                  We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.

                                            Very truly yours,

                              HODGSON, RUSS, ANDREWS, WOODS & GOODYEAR, LLP

                                            By   /s/ John J. Zak



<PAGE>


                            






                                  EXHIBIT 24.1


                             COOPERS & LYBRAND L.L.P





                       Consent of Independent Accountants


We consent to the incorporation by reference in this  registration  statement on
Form S-8 (File No.  __________)  of our report,  dated  October 31, 1997, on our
audits of the financial  statements  of Rent-Way,  Inc. as of September 30, 1997
and 1996, and for the years ended September 30, 1997, 1996 and 1995.



                                                    /s/ Coopers & Lybrand L.L.P.



Cleveland, Ohio
April 3, 1998















<PAGE>










                  HODGSON, RUSS, ANDREWS, WOODS & GOODYEAR, LLP
                               1800 ONE M&T PLAZA
                             BUFFALO, NEW YORK 14203





                                  April 3, 1998





Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Ladies and Gentlemen:

                  Re:      Rent-Way, Inc.--SEC File No. 0-22026
                           CIK No. 0000893046

                  Pursuant to Regulation  S-T, we are forwarding  electronically
on  behalf  of  our  client,  Rent-Way,  Inc.  (the  "Company"),  the  Company's
Registration Statement on Form S-8 under the Securities Act of 1933, as amended.

                  Please  direct  any  comments  you may have  regarding  this 
filing to the undersigned at (716)848-1253.

                                            Very truly yours,

                              HODGSON, RUSS, ANDREWS, WOODS & GOODYEAR, LLP

                                            By     /s/ John J. Zak


/cf
Enclosure











CORPORATE:171691_1 (3OH7_1)
[{"type": "S-8", "sequence": "1", "description": "1995 STOCK OPTION PLAN AMENDMENT", "secsgml_size_bytes": 13062}]
{"company-data": {"conformed-name": "RENT WAY INC", "cik": "0000893046", "assigned-sic": "7359", "irs-number": "251407782", "state-of-incorporation": "PA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49355", "film-number": "98587156"}, "business-address": {"street1": "3230 WEST LAKE ROAD", "city": "ERIE", "state": "PA", "zip": "16505", "phone": "8144550941"}, "mail-address": {"street1": "3230 WEST LAKE RD", "city": "ERIE", "state": "PA", "zip": "16505"}}
As filed with the Securities and Exchange Commission on April 3, 1998

                          Registration No. 333-________

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              --------------------

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

                Pennsylvania                      25-1407782
     (State or other jurisdiction       (I.R.S. Employer Identification No.)
          of incorporation) 

              3230 West Lake Road, Erie, Pennsylvania 16505 (814)
              836-0618 (Address, including zip code, and telephone
              number, including area code,of registrant's principal
              executive offices)
                            ------------------------

                             1995 STOCK OPTION PLAN

                            (Full title of the plan)
                             -----------------------

                             William E. Morgenstern
                      President and Chief Executive Officer
                                 Rent-Way, Inc.
                               3230 West Lake Road
                            Erie, Pennsylvania 16505
                                 (814) 836-0618
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)
Calculation of Registration Fee
======================== ---------------------- ---------------------- ---------------------- ======================

Title of securities to   Amount to be           Proposed maximum       Proposed maximum       Amount of
be registered            registered             offering price per     aggregate offering     registration fee
                                                share(1)               price(1)
======================== ====================== ====================== ====================== ======================
Common Stock, without    1,600,000 Shares       $9.25-$23.00           $32,557,907            $9,605
par value
======================== ====================== ====================== ====================== ======================
---------------------

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule  457(c)  and  (h)(1).  The  offering  price  per share for the
unissued  stock  options is based on the  average of the high and low prices for
the Common Stock on March 31, 1998,  as reported on the NASDAQ  National  Market
System.  The offering price per share for the  outstanding  stock options is the
exercise  prices of such  options.  The chart set forth  below  illustrates  the
calculation of the registration fee:
NUMBER OF SHARES           OFFERING PRICE PER SHARE   AGGREGATE OFFERING PRICE

Shares issuable pursuant to
outstanding options under 1995
Stock Option Plan
30,000                 $19.875                       $  596,250
                                          600                  18.5625                          11,138
                                          600                  17.50                            10,500
                                        5,400                  18.50                            99,900
                                          600                  17.625                           10,575
                                        7,800                  15.75                          122,850
                                        1,200                  18.125                           21,750
                                          600                  16.875                           10,125
                                        3,600                  14.875                           53,550
                                        1,800                  13.75                            24,750
                                        2,100                  14.75                            30,975
                                        1,500                  14.9375                          22,406
                                          600                  14.625                             8,775
                                        3,600                  13.625                           49,050
                                       10,800                  13.50                          145,800
                                          600                  13.375                             8,025
                                       71,700                   9.25                         663,225
                                      207,922                   9.375                     1,949,269
                                          600                  10.50                             6,300

Shares issuable pursuant to
unissued options under 1995
Stock Option Plan                  1,248,378                   $23.00                    $28,712,694

                       Total       1,600,000                                             $32,557,907
EXPLANATORY NOTE

         This Registration Statement is being filed pursuant to Instruction E of
Form S-8 to  register  an  additional  1,600,000  shares of the Common  Stock of
Rent-Way,  Inc. (the  "Company")  issuable under its 1995 Stock Option Plan. The
contents of the  Company's  Registration  Statement on Form S-8 (No.  333-13355)
filed with the  Securities  and  Exchange  Commission  on  October 3, 1996,  are
incorporated by reference herein.

                                    EXHIBITS

EXHIBIT NUMBER                          DESCRIPTION

  5.1                                  Opinion of Hodgson, Russ, Andrews,
                                       Woods & Goodyear, LLP

 24.1                                  Consent of Coopers & Lybrand, L.L.P.

 24.2                                  Consent of Hodgson, Russ, Andrews, Woods
                                       & Goodyear, LLP (included in Exhibit 5.1)
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Erie, State of Pennsylvania,  on the 3rd day of
April, 1998.

                                      RENT-WAY, INC.

                              By: /s/ Jeffrey A. Conway
                              Jeffrey A. Conway,
                              Vice-President and
                              Chief Financial Officer

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
SIGNATURE                                   TITLE                                      DATE
/s/ Gerald A. Ryan                 Chairman of the Board and Director                  April 3, 1998
------------------------------
Gerald A. Ryan

 /s/ William E. Morgenstern         President, Chief Executive Officer and Director     April 3, 1998
William E. Morgenstern              (Principal Executive Officer)

 /s/ Jeffrey A. Conway              Vice President and Chief Financial Officer          April 3, 1998
Jeffrey A. Conway                   (Principal Financial and Accounting Officer)

 /s/ Marc A. Joseffer               Director                                            April 3, 1998
------------------------------
Marc A. Joseffer

 /s/ William Lerner                 Director                                            April 3, 1998
William Lerner
EXHIBIT INDEX
EXHIBIT NUMBER         DESCRIPTION                                              PAGE NO.
5.1               Opinion of Hodgson, Russ, Andrews,
                                Woods & Goodyear, LLP

    24.1               Consent of Coopers & Lybrand, L.L.P.

    24.2               Consent of Hodgson, Russ, Andrews, Woods
                                & Goodyear, LLP (included in Exhibit 5.1)

CORPORATE:171691_1 (3OH7_1)
EXHIBIT 5.1

                                  April 3, 1998

Rent-Way, Inc.
3230 West Lake Road
Erie, Pennsylvania  16505

Ladies and Gentlemen:

                  Re:  Registration Statement on Form S-8

                  We are  delivering  this opinion at your request in connection
with the registration by Rent-Way, Inc. (the "Company") under the Securities Act
of 1933, as amended,  and the Rules and Regulations  thereunder (the "Act"),  of
1,600,000 shares of the Company's Common Stock, without par value per share (the
"Shares"), for issuance and sale by the Company pursuant to the above-referenced
registration  statement (the "Registration  Statement") upon exercise of options
granted under the Company's 1995 Stock Option Plan (the "Plan").

                  The  opinion  set forth in this  letter is based  upon (1) our
review of (a) the Registration Statement, (b) originals, or copies authenticated
to our satisfaction, of the Company's Articles of Incorporation, as amended, its
By-laws, as amended, and records of certain of its corporate proceedings and (c)
such other  certificates,  opinions and instruments as we have deemed  necessary
and (2) our review of such published sources of law as we have deemed necessary.
We have assumed that when the Shares are sold appropriate certificates complying
with applicable law evidencing the Shares will be properly executed.

                  Based upon the  foregoing,  it is our opinion  that the Shares
have  been duly  authorized,  and when the  Shares  are  issued  and paid for in
accordance with the Plan, will be validly issued, fully paid and non-assessable.

                  We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.

                                            Very truly yours,

                              HODGSON, RUSS, ANDREWS, WOODS & GOODYEAR, LLP

                                            By   /s/ John J. Zak
EXHIBIT 24.1

                             COOPERS & LYBRAND L.L.P

                       Consent of Independent Accountants

We consent to the incorporation by reference in this  registration  statement on
Form S-8 (File No.  __________)  of our report,  dated  October 31, 1997, on our
audits of the financial  statements  of Rent-Way,  Inc. as of September 30, 1997
and 1996, and for the years ended September 30, 1997, 1996 and 1995.

                                                    /s/ Coopers & Lybrand L.L.P.

Cleveland, Ohio
April 3, 1998
HODGSON, RUSS, ANDREWS, WOODS & GOODYEAR, LLP
                               1800 ONE M&T PLAZA
                             BUFFALO, NEW YORK 14203

                                  April 3, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Ladies and Gentlemen:

                  Re:      Rent-Way, Inc.--SEC File No. 0-22026
                           CIK No. 0000893046

                  Pursuant to Regulation  S-T, we are forwarding  electronically
on  behalf  of  our  client,  Rent-Way,  Inc.  (the  "Company"),  the  Company's
Registration Statement on Form S-8 under the Securities Act of 1933, as amended.

                  Please  direct  any  comments  you may have  regarding  this 
filing to the undersigned at (716)848-1253.

                                            Very truly yours,

                              HODGSON, RUSS, ANDREWS, WOODS & GOODYEAR, LLP

                                            By     /s/ John J. Zak

/cf
Enclosure

CORPORATE:171691_1 (3OH7_1)