RENT WAY INC
NT 11-K, 1998-07-01
EQUIPMENT RENTAL & LEASING, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549             SEC FILE NUMBER
                                                                0-22026
                                   FORM 12b-25
                                                                CUSIP NUMBER
                            NOTIFICATION OF LATE FILING         76009U 10 4
                                   (check one)

/ / FORM 10-K / / FORM 20-F /X/ FORM-11K / / FORM 10-Q / / FORM N-SAR

For period Ended:  December 31, 1997

/ / Transition Report on Form 10-K          / / Transition Report on Form 10-Q
/ / Transition Report on Form 20-F          / / Transition Report on Form N-SAR
/ / Transition Report on Form 11-K

For the Transition Period Ended:



Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.



If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:  Not applicable



                         Part I - REGISTRANT INFORMATION

                                 Rent-Way, Inc.
                            (Full Name of Registrant)


        3230 West Lake Road                       Erie, Pennsylvania  16505
- ---------------------------------------          --------------------------
(Address of Principal Executive Office)          (City, Sales and Zip Code)

                        PART II - RULE 12b-25 (b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the  Registrant  seeks  relief  pursuant to Rule 12b-25 (b),  the  following
should be completed. (Check box if appropriate.)

/X/      (a)  The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;

/X/ (b) The subject annual report, semi-annual report, transition report on Form
10-K,  Form 20-F,  11-K or Form N-SAR,  or portion  thereof  will be filed on or
before the  fifteenth  calendar day following  the  prescribed  due date; or the
subject  quarterly report or transition  report on Form 10-Q, or portion thereof
will be filed on or before the fifth  calendar day following the  prescribed due
date; and

/ /      (c)  the Accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached, if applicable.


<PAGE>


                              PART III - NARRATIVE

         The  Registrant  cannot  file Form 11-K on or before its June 30,  1998
filing  date (due 180 days after the end of its  December  31,  1997 fiscal year
end) in accordance with the provisions of Reg. Sec. 249-311 without unreasonable
effort because:

         A change in plan administrators on January 1, 1998 from Boetger Vargo &
Associates to Putnam  Fiduciary Trust Company has caused some unexpected  delays
in the  completion  and  accumulation  of 1997  financial  data  from the  prior
administrator to allow for finalization of the audit report.

                           PART IV - OTHER INFORMATION

         (1) Name and  telephone  number of person to  contact in regard to this
notification:

                           Jeffrey A. Conway         (814) 836-0618



         (2) Have all other periodic  reports required under Section 13 or 15(d)
of the Securities  Exchange Act of 1934 or Section 30 of the Investment  Company
Act of 1940 during the  preceding 12 months or for such shorter  period that the
Registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                      /X/  Yes         / /   No

         (3) Is it  anticipated  that  any  significant  change  in  results  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected  by the earning  statements  to be  included in the subject  report or
portion thereof?

                                                      / /   Yes       /X/   No


                                 Rent-Way, Inc.
                  (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned 
thereunto duly authorized.

Date:    June 30, 1998                      By: /s/ Jeffrey A. Conway
                                               ----------------------------
                                                 Jeffrey A. Conway
                                                 Vice President
                                                 & Chief Financial Officer






CORPORATE:190023_1 (42MF_1)



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