SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
June 1, 2010

Via U.S. mail and facsimile (972) 943-0116

Mr. Robert D. Davis, Ch ief Financial Officer
Rent-A-Center, Inc.
5501 Headquarters Drive  Plano, Texas 75024

 RE: Rent-A-Center, Inc.
Form 10-K for the fiscal ye ar ended Decem ber 31, 2009
Filed February 26, 2010
Definitive Proxy Statem ent on Schedule 14A
Filed April 5, 2010
  File No. 000-25370

Dear Mr. Davis:
We have reviewed your filing and have the following comments. Where
indicated, we think you should revise your doc ument in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. Af ter reviewing this information, we may or
may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing. We look forward to  working with you in these respects. We
welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at  the telephone numbers listed at the end of this letter.

Mr. Robert D. Davis
June 1, 2010
Page 2 of 4   Annual Report on Form 10-K

 Item 15.  Exhibits and Financia l Statement Schedules, page 70

Exhibits, page 70
Exhibit 10.31, page 74
 1. We note that the filed agreement does not contain the corresponding schedules
and exhibits.  Please file a complete copy of the Third Amended and Restated
Credit Agreement, including all schedules and exhibits thereto, with your next
Exchange Act report.
 Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 17

General
 2. With respect to the annual cash and long- term equity incentive programs, please
revise to include a detaile d analytical discussion of the actual payouts awarded to
each of the named executive officers. Desc ribe how you used the achievement of
the applicable performance objectives to derive the actual payouts.

3. We note your disclosure that your base salary, annual incentive compensation and
long-term incentive compensation determinations are partially based on
benchmarking to “similarly situated compan ies.”  Please revise to clarify whether
this reference throughout this section refe rs to the companies listed on page 19.
Please use a term, such as the “Peer Group”, to clearly identify the group of companies you use as a basis for comparison for your compensation decisions.

Mr. Speese Annual Incentive Compensation, page 20

4. Please revise to explain why you dete rmined to structure Mr. Speese’s
compensation differently from the other named executive officers.
 MBO Program Compensation Dete rminations for 2009, page 24

 5. Please disclose the MBO target bonus amount.
 Mr. Speese 2009 Cash Bonus, page 24

 6. Please disclose the indivi dual contributions you considered in determining to
increase Mr. Speese’s cash bonus amount from  80% to 130% of his base salary.
See Item 402(b)(2)(vii) of Regulation S-K.

Mr. Robert D. Davis
June 1, 2010
Page 3 of 4   Long-Term Incentive Compensation Award Grants in 2009, page 25

 7. Please disclose in this section the ta rget performance-ba sed award payout.
 Related Person Transactions, page 45

 8. Please disclose whether your policies and procedures are in writing.  See Item
404(b)(1)(iv) of Regulation S-K.

* * * *

 Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.
            We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company's disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
             In connection with respondi ng to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the ade quacy and accuracy of the disclosure
 in the filing;
• staff comments or changes to disclosure in  response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
           In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Robert D. Davis
June 1, 2010  Page 4 of 4              You may contact Chambre Mal one, Staff Attorney at (202) 551-3262 or me at
(202) 551-3397 if you have any questions.
Sincerely,
           J a y  I n g r a m            L e g a l  B r a n c h  C h i e f