SecProbe.io

February 16, 2011

Via U.S. Mail

Dawn M. Wolverton, Esq. Vice President – Associate General Counsel and Assistant Secretary
Rent-A-Center, Inc. 5501 Headquarters Drive Plano, Texas  75024
Re: Rent-A-Center, Inc.
  Registration Statement on Form S-4
Filed January 25, 2011
  File No. 333-171867

Dear Ms. Wolverton:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note that you are registering the 6.625%  Senior Notes due 2020 in reliance on our
position enunciated in Exxon Capital Holdings  Corp., SEC No-Action Letter (April 13,
1988).  See  also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and
Shearman & Sterling, SEC No-Action Letter (Jul y 2, 1993).  Accordingly, with the next
amendment, please provide us with a supplem ental letter stating th at you are registering
the exchange offer in reliance on our position contained in these le tters and include the
representations contained in  the Morgan Stanley and Shearman & Sterling no-action
letters.

Dawn M. Wolverton Rent-A-Center, Inc. February 16, 2011 Page 2

 2. Please note that at the time of its effectiven ess, your registration statement must comply
with the financial statement requirements for subsidiary guarantors se t forth in Rule 3-10
of Regulation S-X. Please a dvise us as to how you plan to comply with these
requirements. See
 SEC Release No. 33-7878 (August 15, 2000).
Prospectus Cover Page

3. Where you disclose the title of s ecurities at the top of the out side cover, please revise to
add the guarantees of the exchange notes that are being offered simultaneously.

4. To the extent that circumstances warrant, plea se be aware of our position as articulated in
Securities Act Forms Compliance and Di sclosure Interpretation 123.01, which is
applicable to registration stat ements on Form S-4 that provide Form S-3-level disclosure.

5. Please disclose the following on the cover page:

• Broker-dealers who receive new securiti es pursuant to the exchange offer
acknowledge that they will deliver a prospe ctus in connection with any resale of
such new securities; and
• Broker-dealers who acquired the old securiti es as a result of market-making or
other trading activities ma y use the prospectus for the exchange offer, as
supplemented or amended, in connection with resales of the new securities.

6. As currently represented, the offer could be  open for less than 20 full business days due
to the 5:00 p.m. expiration time instead of  an expiration time of midnight on what
ultimately may be the twentieth business day following commencement.  See
 Question
and Answer Eight in Exchange Act Releas e No. 16623 (March 5, 1980).  Please confirm
that the offer will be open at  least through midnight on the twentieth business day.  See
Rule 14d-1(g)(3).
7. Please confirm that the expiration date w ill be included in the final prospectus
disseminated to security holders and filed pursu ant to the applicable provisions of Rule
424 under the Securities Act.
 Forward-Looking Statements, page iii

8. The safe harbor for forward-looking stat ements provided in the Private Securities
Litigation Reform Act of 1995 does not apply to  statements made in connection with a
tender offer.  See  Section 27A(b)(2)(C) of the Securi ties Act and Section 21E(b)(2)(C) of
the Exchange Act.  Therefore, please delete the reference to the safe harbor or state
explicitly that the safe harbor  protections it provides do not apply to statements made in
connection with the offer.

Dawn M. Wolverton Rent-A-Center, Inc. February 16, 2011 Page 3

 The Exchange Offer, page 19

 Terms of the Exchange Offer, page 19

9. We note the disclosure that parties tenderi ng the outstanding notes for exchange notes
will represent to you that they are “not par ticipating in, and have no understanding with
any person to participate in, the distribution of the exchange notes issued to [them] in the
exchange offer.”  Please revise to have each  party also acknowledge that it "does not
intend to engage in a distribu tion of the exchange notes."

Expiration Date; Extensions; Amendments page 21

10. We note that you reserve the right to extend th e exchange offer by gi ving oral or written
notice of such extension to the exchange ag ent. Please confirm in your prospectus that
such notice will disclose the number of securiti es tendered as of the date of the notice in
compliance with Rule 14e-1(d).
Letter of Transmittal
11. We note the disclosure in the second paragr aph stating that the Letter of Transmittal
describes the offer to exchange the “6.6255% Senior Notes due 2020.”  Please revise to
clarify that these are the “6.625% Senior Notes due 2020.”
Signatures
12. For Rent-A-Center, Inc. and for each co-regist rant guarantor, please revise to include the
signatures of the principal executive officer, principal financial o fficer, controller or
principal accounting officer, and at least a majority of the board of directors.  See
Instruction 1 to Signatures on Form S-4.
Exhibits
13. We note that the Indenture, Exhibit 4.2, is  incorporated by refe rence to your Current
Report on Form 8-K dated November 2, 2010.  However, we note that the copy of the Indenture filed with such Form 8-K does not  include the signatures of Rent-A-Center or
any of the subsidiary guaranto rs.  If a complete copy of th e executed agreement has been
filed previously, please advise us as to where it is located.  Otherwise, please file an
executed copy with your amendm ent to the Form S-4.

Dawn M. Wolverton Rent-A-Center, Inc. February 16, 2011 Page 4

 Legal Opinions

General
14. Please file the opinions of DL A Piper LLP (US), Lionel, Sawyer & Collins, and Frantz
Ward LLP as Exhibits 5.2 – 5.4.

15. We note that each of the legal opinions of  Fulbright & Jaworski LLP, DLA Piper LLP
(US), Lionel, Sawyer & Collins, and Frantz Wa rd LLP are given “as of the date hereof”
and that counsel in each case assumes no ob ligation to update or supplement the legal
opinion.  Please be advised that before we ta ke action on the registration statement, it will
be necessary for counsel to file updated le gal opinions.  Alternatively, counsel should
remove the limitations from the opinions.
Legal Opinion of Fulbright & Jaworski LLP
16. We note that counsel refers to the General Corporation Law and the Limited Liability
Company Act of the State of Delaware and repor ted judicial interpretations of such laws.
Please have counsel confirm for us in writing th at the reference to su ch laws includes the
statutory provisions and also all applicable  provisions of the Delaware Constitution, in
addition to the reported judi cial interpretations.

17. Counsel cannot assume due authorization, execution and delivery of documents by the
company and the subsidiary guarantors.  Pleas e revise the last sentence of the second
paragraph accordingly, including specifyi ng that counsel is not assuming due
authorization, execution and de livery of the Indent ure by the company and the subsidiary
guarantors.

18. We note that the legal opinion expresses no opinion as to the validity, legally binding
effect or enforceability of Section 12.13 of th e Indenture relating to the severability of
any provision of the Indenture, Exchange Note s or Guarantees of the Exchange Notes.
Please tell us supplementally whether c ounsel believes that Section 12.13 of the
Indenture as to which it e xpresses no opinion is already covered by the limitations set
forth in your opinion relating to bankruptcy, ge neral principles of equity and judicial
discretion.  If the enforceability of Secti on 12.13 is already covere d by these limitations,
please tell us why counsel has specifically ca rved out this provision, or revise the opinion
to remove the carve-out.  If the enforceabi lity of the provisions is not covered by these
standard limitations, please explai n why the carve-out is necessary.
Legal Opinion of DLA Piper LLP (US)
19. We note the statement on page 3 that the legal opinion is for the “sole use” of Fulbright &
Jaworski LLP and is “not to be made availa ble to or relied upon by any other person or
entity” and that it may not be relied upon or used for any other purpose, without

Dawn M. Wolverton Rent-A-Center, Inc. February 16, 2011 Page 5

 counsel’s prior express written consent.  Di sclaimers of responsibil ity that in any way
state or imply that investors are not entitled to rely on th e opinion, or other limitations on
whom may rely on the opinion, are not acceptable.  Please revise or dele te this disclaimer
from the legal opinion.
20. We note that the legal opinion states that The Rental Store, Inc. entered into a
Supplemental Indenture dated December 21, 2010.  Please file such Supplemental
Indenture, and any other Supplemental Indent ure entered into by a subsidiary guarantor,
as an exhibit to the registration statement.
  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Dawn M. Wolverton Rent-A-Center, Inc. February 16, 2011 Page 6

 You may contact Erin Jaskot, Staff Attorney, at (202) 551- 3442, or me at (202) 551-3397
with any questions.
 Sincerely,    Jay Ingram Legal Branch Chief
cc:   Thomas W. Hughes, Esq. ( via facsimile at (214) 855-8200)
 James R. Griffin, Esq.  Fulbright & Jaworski, L.L.P.