As filed with the Securities and Exchange Commission on September 27, 1999

                                                   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
                 (State or other jurisdiction of incorporation)


                                   25-1407782
                      (I.R.S. Employer Identification No.)

           One RentWay Place, Erie, Pennsylvania 16505 (814) 455-5378
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                            ------------------------
                             1999 STOCK OPTION PLAN

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

                             William E. Morgenstern
          Chairman of the Board, President and Chief Executive Officer
                                 Rent-Way, Inc.
                                One RentWay Place
                            Erie, Pennsylvania 16505
                                 (814) 455-5378
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

<TABLE>
<CAPTION>
                         Calculation of Registration Fee

<S>                   <C>                 <C>                  <C>                  <C>
Title of securities   Amount to be        Proposed maximum     Proposed maximum     Amount of
to be registered      registered (1)      offering price per   aggregate offering   registration fee
                                          share(2)             price(2)
Common Stock,         2,500,000 Shares    $20.97 - 27.875      $55,877,500          $15,534
without par value
====================  =================   ==================   ==================   ==================

<FN>
(1) The number of shares are subject to adjustment pursuant to the anti-dilution
provisions of the Rent-Way 1999 Stock Option Plan  ("Plan").  Accordingly,  this
Registration  Statement also covers an indeterminate number of additional shares
which may be offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
</FN>

<FN>
(2)  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  September  24,  1999,  as  reported  on the New York Stock
Exchange.  The offering price per share for the outstanding stock options is the
exercise  price for  these options.  The chart set forth below  illustrates  the
calculation of the registration fee:
</FN>
</TABLE>


Shares issuable pursuant    Number of Shares    Offering Price      Aggregate
to outstanding options                            Per Share       Offering Price
under the 1999 Stock
Option Plan                      500,000           $27.875         $13,937,500


Shares issuable pursuant       2,000,000           $20.97           41,940,000
to unissued options under
the 1999 Stock Option Plan

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

               Information specified in Part I of Form S-8 (Items 1 and 2) will
be sent or given to Plan  participants  as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference

     Rent-Way,  Inc. (the "Company") hereby  incorporates by reference into this
Registration Statement the following documents:

     (a) The Company's  Annual Report on Form 10-K for the year ended  September
30, 1998;

     (b) All other  reports  filed by the Company  pursuant to Section 13 (a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
since the end of the fiscal year covered by the Annual Report referred to in (a)
above,  including  (i) the  Company's  Quarterly  Reports  on Form  10-Q for the
quarters  ended  December 31, 1998,  March 31, 1999 and June 30, 1999,  (ii) the
Company's  Current Reports on Form 8-K and Form 8-K/A filed on December 24, 1998
and February 22, 1999,  respectively;  (iii) Form 8-K filed July 27, 1999;  (iv)
Form 8-K filed August 16, 1999 and (v) Form 8-K filed August 31, 1999; and

     (c)  The  description  of  the  Company's  common  stock  contained  in the
Registration Statement on Form 8-A, dated September 30, 1998 filed under Section
12(b) of the Exchange  Act,  including  any  amendments or reports filed for the
purpose of updating such description.

     (d) In addition,  all documents  subsequently filed by the Company pursuant
to Sections 13(a),  13(c),  14 and 15(d) of the Exchange Act,  subsequent to the
date of this Registration  Statement and prior to the filing of a post-effective
amendment which  indicates that the securities  offered hereby have been sold or
which registers the securities offered hereby then remaining unsold,  shall also
be deemed to be incorporated by reference into this  Registration  Statement and
to be a part hereof commencing from the date of filing of such documents.

Item 4.   Description of Securities

     Not applicable.

Item 5.   Interests of Named Experts and Counsel

     Not applicable.

Item 6.   Indemnification of Directors and Officers

     The provisions of Sections 1741 through 1750 of the  Pennsylvania  Business
Corporation Law provide that a corporation shall have the power to indemnify any
person who was or is a party or is  threatened  to be made a party to any action
or proceeding,  whether civil,  criminal,  administrative or  investigative,  by
reason of the fact that he or she is or was a representative of the corporation,
against expenses (including attorney's fees), judgements, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
the  action or  proceeding  if they  acted in good  faith  and in a manner  they
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation.  To the extent that a  representative  of the  corporation has been
successful  on the merits or otherwise in defense of any action or proceeding or
in defense of any claim, issue or matter therein, the corporation is required by
the  Pennsylvania  Business  Corporation Law to indemnify them against  expenses
actually and reasonably incurred by them in connection with such defense.

     The  Company's  By-Laws  provide that it shall  indemnify  its officers and
directors  against claims arising from actions taken in their official  capacity
except  where the conduct  giving rise to the claim is finally  determined  by a
court or in arbitration to have constituted  willful  misconduct or recklessness
or to have involved the receipt from the Company of a personal  benefit to which
the officer or director was not entitled, or where such indemnification has been
determined  in a final  adjudication  to be  unlawful.  The Company may create a
fund, trust or other arrangement to secure the indemnification. In addition, the
Company is required to pay the  expenses  of  defending  the claim in advance of
final adjudication upon the receipt of an undertaking by the officer or director
to repay such advanced  amounts if it is ultimately  determined that the officer
or director is not entitled to be indemnified. These provisions of the Company's
By-Laws  are  expressly   permitted   pursuant  to  the  Pennsylvania   Business
Corporation Law.

Item 7.   Exemption from Registration Claimed

     Not applicable.

Item 8.   Exhibits

          Exhibit Number                          Description
          --------------                          -----------

               4.1                     Articles of Incorporation of the Company
                                       incorporated herein by reference to
                                       Exhibit 3.1 of the  Company's  Annual
                                       Report of Form  10-K  for the year ended
                                       September  30,  1998 (as amended in the
                                       manner  contemplated  by Section  2.1 of
                                       the Agreement  and  Plan of  Merger
                                       included  as Annex A to the Joint Proxy
                                       Statement/Prospectus filed on Form S-4
                                       on November 6, 1998 (No.333-66955)

               4.2                     By-Laws of the Company, as amended
                                       (filed as of December 8,  1992  as  an
                                       exhibit to the Company's Registration
                                       Statement on Form S-18 (No. 33-55562-NY)
                                       and incorporated herein by this
                                       reference)

               4.3                     1999 Stock  Option Plan (filed as of
                                       February  12, 1999 as Exhibit A to the
                                       Company's  Proxy  Statement on Schedule
                                       14A and incorporated herein by this
                                       reference)


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

              24.1                     Consent of PricewaterhouseCoopers LLP
<PAGE>
              24.2                     Consent of Hodgson, Russ, Andrews, Woods
                                       & Goodyear, LLP (included in Exhibit 5.1)

Item 9.   Undertakings

     A. The Company hereby undertakes:

          (1) To file,  during any period in which  offers  or  sales  are being
made, a post-effective amendment to this Registration Statement:

               (i)  To  include  any  prospectus  required  by  Section 10(a)(3)
of  the Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the effective date of this  Registration  Statement (or  the  most  recent
post-effective amendment  thereof)  which,  individually  or in  the  aggregate,
represents  a  fundamental   change  in  the  information  set  forth  in  this
Registration  Statement; and

               (iii) To include  any  material  information with  respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any  material  change  to  such  information  in  this  Registration  Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section 13 or Section 15(d) of the 1934 Act that are  incorporated  by reference
in this Registration Statement.

          (2)  That, for  the  purpose  of  determining  any liability under the
Securities Act, each such post-effective amendment shall be deemed to  be a  new
registration statement  relating to  the securities  offered  therein,  and  the
offering of such securities  at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To   remove  from  registration  by  means  of  a  post-effective
amendment  any of  the  securities  being  registered which remain unsold at the
termination of the offering.

     B. The Company hereby  undertakes  that,  for purposes of  determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d)  of  the  Exchange  Act)  that  is   incorporated  by  reference  in  this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer of controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.
<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 27th day of
September, 1999.

                                              RENT-WAY, INC.


                                             By: /s/ Jeffrey A. Conway
                                                 ---------------------
                                                 Jeffrey A. Conway
                                                 Senior 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/ William E. Morgenstern
--------------------------           President, Chief Executive Officer               September 27, 1999
William E. Morgenstern               and Director (Principal Executive Officer)


/s/ Jeffrey A. Conway
--------------------------           Senior Vice President and                        September 27, 1999
Jeffrey A. Conway                    Chief Financial Officer
                                     (Principal Financial and Accounting Officer)

/s/ William Lerner
--------------------------           Director                                         September 27, 1999
William Lerner



--------------------------           Director                                         September 27, 1999
Vincent Carrino


/s/ Robert B. Fagenson
--------------------------           Director                                         September 27, 1999
Robert B. Fagenson


/s/ Marc A. Joseffer
--------------------------           Director                                         September 27, 1999
Marc A. Joseffer



/s/ Gerald A. Ryan
--------------------------           Director                                         September 27, 1999
Gerald A. Ryan



---------------------------          Director                                         September 27, 1999
Paul N. Upchurch



---------------------------          Director                                         September 27, 1999
Jacqueline Woods

</TABLE>


<PAGE>

                              EXHIBIT INDEX
                              -------------


EXHIBIT NUMBER                             DESCRIPTION
--------------                             -----------

     4.1            Articles of Incorporation of the Company incorporated herein
                    by reference to Exhibit 3.1 of the  Company's  Annual Report
                    of Form  10-K  for the year  ended  September  30,  1998 (as
                    amended in the  manner  contemplated  by Section  2.1 of the
                    Agreement  and  Plan of  Merger  included  as Annex A to the
                    Joint  Proxy  Statement/Prospectus  filed  on  Form  S-4  on
                    November 6, 1998 No. 333-66955.

     4.2            By-Laws of the Company,  as amended (filed as of December 8,
                    8,  1992  as  an  exhibit  to  the  Company's   Registration
                    Statement on Form S-18 (No.  33-55562-NY)  and  incorporated
                    herein by this reference)

     4.3            1999 Stock  Option Plan  (filed as of  February  12, 1999 as
                    Exhibit A to the Company's  Proxy  Statement on Schedule 14A
                    and incorporated herein by this reference)

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

    24.1            Consent of PricewaterhouseCoopers LLP

    24.2            Consent of Hodgson,  Russ,  Andrews,  Woods & Goodyear,  LLP
                    (included in Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18471}]
{"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": "333-87855", "film-number": "99717779"}, "business-address": {"street1": "ONE RENTWAY PLACE", "city": "ERIE", "state": "PA", "zip": "16505", "phone": "8144555378"}, "mail-address": {"street1": "3230 WEST LAKE RD", "street2": "3230 WEST LAKE RD", "city": "ERIE", "state": "PA", "zip": "16505"}}
As filed with the Securities and Exchange Commission on September 27, 1999

                                                   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
                 (State or other jurisdiction of incorporation)

                                   25-1407782
                      (I.R.S. Employer Identification No.)

           One RentWay Place, Erie, Pennsylvania 16505 (814) 455-5378
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                            ------------------------
                             1999 STOCK OPTION PLAN

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

                             William E. Morgenstern
          Chairman of the Board, President and Chief Executive Officer
                                 Rent-Way, Inc.
                                One RentWay Place
                            Erie, Pennsylvania 16505
                                 (814) 455-5378
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)
Calculation of Registration Fee
Title of securities   Amount to be        Proposed maximum     Proposed maximum     Amount of
to be registered      registered (1)      offering price per   aggregate offering   registration fee
                                          share(2)             price(2)
Common Stock,         2,500,000 Shares    $20.97 - 27.875      $55,877,500          $15,534
without par value
====================  =================   ==================   ==================   ==================
(1) The number of shares are subject to adjustment pursuant to the anti-dilution
provisions of the Rent-Way 1999 Stock Option Plan  ("Plan").  Accordingly,  this
Registration  Statement also covers an indeterminate number of additional shares
which may be offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2)  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  September  24,  1999,  as  reported  on the New York Stock
Exchange.  The offering price per share for the outstanding stock options is the
exercise  price for  these options.  The chart set forth below  illustrates  the
calculation of the registration fee:
Shares issuable pursuant    Number of Shares    Offering Price      Aggregate
to outstanding options                            Per Share       Offering Price
under the 1999 Stock
Option Plan                      500,000           $27.875         $13,937,500

Shares issuable pursuant       2,000,000           $20.97           41,940,000
to unissued options under
the 1999 Stock Option Plan
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

               Information specified in Part I of Form S-8 (Items 1 and 2) will
be sent or given to Plan  participants  as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     Rent-Way,  Inc. (the "Company") hereby  incorporates by reference into this
Registration Statement the following documents:

     (a) The Company's  Annual Report on Form 10-K for the year ended  September
30, 1998;

     (b) All other  reports  filed by the Company  pursuant to Section 13 (a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
since the end of the fiscal year covered by the Annual Report referred to in (a)
above,  including  (i) the  Company's  Quarterly  Reports  on Form  10-Q for the
quarters  ended  December 31, 1998,  March 31, 1999 and June 30, 1999,  (ii) the
Company's  Current Reports on Form 8-K and Form 8-K/A filed on December 24, 1998
and February 22, 1999,  respectively;  (iii) Form 8-K filed July 27, 1999;  (iv)
Form 8-K filed August 16, 1999 and (v) Form 8-K filed August 31, 1999; and

     (c)  The  description  of  the  Company's  common  stock  contained  in the
Registration Statement on Form 8-A, dated September 30, 1998 filed under Section
12(b) of the Exchange  Act,  including  any  amendments or reports filed for the
purpose of updating such description.

     (d) In addition,  all documents  subsequently filed by the Company pursuant
to Sections 13(a),  13(c),  14 and 15(d) of the Exchange Act,  subsequent to the
date of this Registration  Statement and prior to the filing of a post-effective
amendment which  indicates that the securities  offered hereby have been sold or
which registers the securities offered hereby then remaining unsold,  shall also
be deemed to be incorporated by reference into this  Registration  Statement and
to be a part hereof commencing from the date of filing of such documents.

Item 4.   Description of Securities

     Not applicable.

Item 5.   Interests of Named Experts and Counsel

     Not applicable.

Item 6.   Indemnification of Directors and Officers

     The provisions of Sections 1741 through 1750 of the  Pennsylvania  Business
Corporation Law provide that a corporation shall have the power to indemnify any
person who was or is a party or is  threatened  to be made a party to any action
or proceeding,  whether civil,  criminal,  administrative or  investigative,  by
reason of the fact that he or she is or was a representative of the corporation,
against expenses (including attorney's fees), judgements, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
the  action or  proceeding  if they  acted in good  faith  and in a manner  they
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation.  To the extent that a  representative  of the  corporation has been
successful  on the merits or otherwise in defense of any action or proceeding or
in defense of any claim, issue or matter therein, the corporation is required by
the  Pennsylvania  Business  Corporation Law to indemnify them against  expenses
actually and reasonably incurred by them in connection with such defense.

     The  Company's  By-Laws  provide that it shall  indemnify  its officers and
directors  against claims arising from actions taken in their official  capacity
except  where the conduct  giving rise to the claim is finally  determined  by a
court or in arbitration to have constituted  willful  misconduct or recklessness
or to have involved the receipt from the Company of a personal  benefit to which
the officer or director was not entitled, or where such indemnification has been
determined  in a final  adjudication  to be  unlawful.  The Company may create a
fund, trust or other arrangement to secure the indemnification. In addition, the
Company is required to pay the  expenses  of  defending  the claim in advance of
final adjudication upon the receipt of an undertaking by the officer or director
to repay such advanced  amounts if it is ultimately  determined that the officer
or director is not entitled to be indemnified. These provisions of the Company's
By-Laws  are  expressly   permitted   pursuant  to  the  Pennsylvania   Business
Corporation Law.

Item 7.   Exemption from Registration Claimed

     Not applicable.

Item 8.   Exhibits

          Exhibit Number                          Description
          --------------                          -----------

               4.1                     Articles of Incorporation of the Company
                                       incorporated herein by reference to
                                       Exhibit 3.1 of the  Company's  Annual
                                       Report of Form  10-K  for the year ended
                                       September  30,  1998 (as amended in the
                                       manner  contemplated  by Section  2.1 of
                                       the Agreement  and  Plan of  Merger
                                       included  as Annex A to the Joint Proxy
                                       Statement/Prospectus filed on Form S-4
                                       on November 6, 1998 (No.333-66955)

               4.2                     By-Laws of the Company, as amended
                                       (filed as of December 8,  1992  as  an
                                       exhibit to the Company's Registration
                                       Statement on Form S-18 (No. 33-55562-NY)
                                       and incorporated herein by this
                                       reference)

               4.3                     1999 Stock  Option Plan (filed as of
                                       February  12, 1999 as Exhibit A to the
                                       Company's  Proxy  Statement on Schedule
                                       14A and incorporated herein by this
                                       reference)

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

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

Item 9.   Undertakings

     A. The Company hereby undertakes:

          (1) To file,  during any period in which  offers  or  sales  are being
made, a post-effective amendment to this Registration Statement:

               (i)  To  include  any  prospectus  required  by  Section 10(a)(3)
of  the Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the effective date of this  Registration  Statement (or  the  most  recent
post-effective amendment  thereof)  which,  individually  or in  the  aggregate,
represents  a  fundamental   change  in  the  information  set  forth  in  this
Registration  Statement; and

               (iii) To include  any  material  information with  respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any  material  change  to  such  information  in  this  Registration  Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section 13 or Section 15(d) of the 1934 Act that are  incorporated  by reference
in this Registration Statement.

          (2)  That, for  the  purpose  of  determining  any liability under the
Securities Act, each such post-effective amendment shall be deemed to  be a  new
registration statement  relating to  the securities  offered  therein,  and  the
offering of such securities  at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To   remove  from  registration  by  means  of  a  post-effective
amendment  any of  the  securities  being  registered which remain unsold at the
termination of the offering.

     B. The Company hereby  undertakes  that,  for purposes of  determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d)  of  the  Exchange  Act)  that  is   incorporated  by  reference  in  this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer of controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.
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 27th day of
September, 1999.

                                              RENT-WAY, INC.

                                             By: /s/ Jeffrey A. Conway
                                                 ---------------------
                                                 Jeffrey A. Conway
                                                 Senior 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/ William E. Morgenstern
--------------------------           President, Chief Executive Officer               September 27, 1999
William E. Morgenstern               and Director (Principal Executive Officer)

/s/ Jeffrey A. Conway
--------------------------           Senior Vice President and                        September 27, 1999
Jeffrey A. Conway                    Chief Financial Officer
                                     (Principal Financial and Accounting Officer)

/s/ William Lerner
--------------------------           Director                                         September 27, 1999
William Lerner

--------------------------           Director                                         September 27, 1999
Vincent Carrino

/s/ Robert B. Fagenson
--------------------------           Director                                         September 27, 1999
Robert B. Fagenson

/s/ Marc A. Joseffer
--------------------------           Director                                         September 27, 1999
Marc A. Joseffer

/s/ Gerald A. Ryan
--------------------------           Director                                         September 27, 1999
Gerald A. Ryan

---------------------------          Director                                         September 27, 1999
Paul N. Upchurch

---------------------------          Director                                         September 27, 1999
Jacqueline Woods
EXHIBIT INDEX
                              -------------

EXHIBIT NUMBER                             DESCRIPTION
--------------                             -----------

     4.1            Articles of Incorporation of the Company incorporated herein
                    by reference to Exhibit 3.1 of the  Company's  Annual Report
                    of Form  10-K  for the year  ended  September  30,  1998 (as
                    amended in the  manner  contemplated  by Section  2.1 of the
                    Agreement  and  Plan of  Merger  included  as Annex A to the
                    Joint  Proxy  Statement/Prospectus  filed  on  Form  S-4  on
                    November 6, 1998 No. 333-66955.

     4.2            By-Laws of the Company,  as amended (filed as of December 8,
                    8,  1992  as  an  exhibit  to  the  Company's   Registration
                    Statement on Form S-18 (No.  33-55562-NY)  and  incorporated
                    herein by this reference)

     4.3            1999 Stock  Option Plan  (filed as of  February  12, 1999 as
                    Exhibit A to the Company's  Proxy  Statement on Schedule 14A
                    and incorporated herein by this reference)

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

    24.1            Consent of PricewaterhouseCoopers LLP

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