SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant

Check the appropriate box:

[ ] Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14a-6(e)(2))

[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

RAINBOW RENTALS, INC.
---------------------
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

[LOGO]

April 10, 2000

Dear Fellow Shareholder:

It is a pleasure to extend to you a cordial invitation to attend the
2000 Annual Meeting of Shareholders of Rainbow Rentals, Inc. This year's annual
meeting will be held on May 4, 2000.

Shareholders will be asked to approve the election of Directors and to
ratify the appointment of auditors. In addition, we will present a report on the
operations and activities of the Company. Following the meeting, management will
be pleased to answer your questions about the Company.

Please carefully review the Proxy Statement and then complete and sign
the Proxy and return it promptly to the Company in the enclosed self-addressed
stamped envelope.

I hope you will be able to attend this meeting in person. Whether or
not you expect to attend, I urge you to sign, date and return the enclosed proxy
card so that your shares will be represented.

I look forward to seeing you on May 4th.

Sincerely,

Wayland J. Russell
Chairman of the Board and Chief Executive Officer

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RAINBOW RENTALS, INC.
3711 Starr Centre Drive
Canfield, Ohio 44406

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 4, 2000

The Annual Meeting of Shareholders of Rainbow Rentals, Inc., an Ohio
corporation (the "Company"), will be held at the Holiday Inn - Boardman, 7410
South Avenue, Boardman, Ohio on Thursday, May 4, 2000 at 8:30 a.m.

The purpose of the meeting will be to:

1. Elect five (5) Directors for a term expiring in 2001.

2. Ratify the appointment of KPMG LLP as auditors of the Company
for the year ending December 31, 2000.

3. Transact such other business as is properly brought before the
meeting.

Only holders of shares of Common Stock of record at the close of
business on March 24, 2000 will be entitled to notice of and to vote at the
meeting. A list of such shareholders will be open for examination by any
shareholder at the meeting.

ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. TO ENSURE
YOUR REPRESENTATION AT THE MEETING, HOWEVER, PLEASE MARK, DATE AND SIGN YOUR
PROXY AND RETURN IT WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. Any
shareholder present at the meeting may withdraw his or her proxy and vote
personally on each matter brought before the meeting.

By Order of the Board of Directors

Michael A. Pecchia
Secretary

Canfield, Ohio
April 10, 2000

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RAINBOW RENTALS, INC.
3711 STARR CENTRE DRIVE
CANFIELD, OHIO 44406

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

SOLICITATION AND REVOCABILITY OF PROXIES

This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Rainbow Rentals, Inc. (the "Company")
for use at the Annual Meeting of Shareholders to be held at the time and place,
and for the purposes, set forth in the accompanying Notice of Annual Meeting of
Shareholders (the "Annual Meeting"). It is anticipated that the proxy statement
together with the proxy and the 1999 Annual Report to Shareholders will be
mailed to the Company's shareholders commencing on April 10, 2000.

Pursuant to the Ohio General Corporation Law, a person has the power to
revoke its proxy at any time before it is exercised by (1) attending the Annual
Meeting and voting in person, (2) executing and delivering a proxy bearing a
later date, or (3) delivering written notice of revocation to the Secretary of
the Company prior to the Annual Meeting.

The Company will bear the cost of this solicitation of proxies,
including the charges and expenses of brokerage firms and others for forwarding
solicitation materials to beneficial owners of the Company's shares of Common
Stock (the "Common Shares"). In addition, proxies may be solicited by mail,
personal interview, telephone or telegraph by Directors, officers or employees
of the Company without additional compensation therefor.

PURPOSES OF ANNUAL MEETING

The Annual Meeting has been called for the purposes of (1) electing
five (5) Directors whose term of office will expire in 2001; (2) ratifying the
appointment of KPMG LLP as auditors of the Company for 2000; and (3) transacting
such other business as may properly come before the meeting.

The three persons named in the enclosed Proxy have been selected by the
Board of Directors and will vote Common Shares represented by valid Board of
Directors' Proxies. They have indicated that, unless otherwise indicated in the
enclosed Proxy, they intend to vote for the election of the Director nominees
named herein and in favor of the proposal listed in Item 2 above.

VOTING SECURITIES

The close of business on March 24, 2000 has been fixed as the record
date for the determination of holders of record of the Common Shares of the
Company entitled to notice of and to vote at the Annual Meeting. On the record
date, 5,925,735 Common Shares were outstanding and eligible to be voted at the
Annual Meeting. A quorum for the transaction of business at the Annual Meeting
is a majority of the outstanding Common Shares. Votes cast by proxy or in person
at the Annual Meeting will be tabulated by the election inspector appointed for
the Annual Meeting. The election of Directors and the proposal to ratify the
appointment of auditors require approval only by a plurality of the votes cast.
Abstentions and broker non-votes will not be counted in determining the outcome
of the vote with respect to election of directors or appointment of the
auditors.

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INFORMATION REGARDING THE BOARD OF DIRECTORS

GENERAL

The business of the Company is managed under the direction of the
Company's Board of Directors. The number of Directors is currently fixed at
five. Each of the Directors hold office until the next annual meeting or the
election and qualification of their respective successors.

The Board of Directors has established two standing committees: a
Compensation Committee and an Audit Committee.

The Audit Committee has general responsibility for supervision of
financial controls as well as accounting and audit activities of the Company.
The Audit Committee annually reviews the qualifications of the Company's
independent certified public accountants, makes recommendations to the Board of
Directors concerning the selection of the accountants, reviews and approves the
services performed by the accountants, and reviews their fees. The Audit
Committee consists of Messrs. Russell, Burton, and Winfield.

The Compensation Committee has the authority to: (1) administer the
Company's Stock Option Plan; (2) review and monitor key employee compensation
and benefits policies; and (3) administer the Company's management compensation
plans. The Compensation Committee consists of Messrs. Russell, Burton, and
Winfield.

The Board of Directors held four meetings in 1999. The Audit and
Compensation Committees each held two meetings in 1999. All of the Directors
attended the meetings held in 1999.

COMPENSATION OF DIRECTORS

The Company pays each outside Director a fee of $10,000 for attendance
at up to four meetings per year, together with reimbursement of out-of-pocket
expenses incurred in connection with the Directors' attendance at such meetings.
In addition, each outside Director receives $2,500 per meeting for each meeting
attended in excess of four per year. No additional compensation is to be paid
for committee meetings held on the same day as a Board of Directors' meeting.
Officers of the Company who are also Directors will receive no additional
compensation for serving as Directors.

Each outside Director of the Company upon their election received a
stock option to purchase 10,000 Common Shares at $10 per share. Such options
vest ratably over a period of three years and expire ten years from date of
grant.

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PROPOSAL ONE
ELECTION OF DIRECTORS

The Board of Directors has nominated Wayland J. Russell, Lawrence S.
Hendricks, Michael J. Viveiros, Brian L. Burton and Ivan J. Winfield to stand
for reelection as Directors until the 2001 Annual Meeting of Shareholders.

At the Annual Meeting, the Common Shares represented by valid Proxies,
unless otherwise specified, will be voted to reelect the Directors. Each
individual nominated for election as a Director of the Company has agreed to
serve if elected. However, if any nominee becomes unable or unwilling to serve
if elected, the Proxies will be voted for the election of such other person as
may be recommended by the Board of Directors. The Board of Directors has no
reason to believe that the persons listed as nominees will be unable or
unwilling to serve.

The Board of Directors recommends that each shareholder vote "FOR" the
Board of Directors' nominees.

NOMINEES FOR TERMS TO EXPIRE IN 2001

PRINCIPAL OCCUPATION PAST FIVE YEARS, DIRECTOR
NAME OF DIRECTOR AGE OTHER DIRECTORSHIPS SINCE
- ---------------- --- ------------------- -----

Wayland J. Russell 48 Chairman of the Board and Chief 1986
Executive Officer of the Company since
February 1997, having previously served
as the Company's President since its
inception in 1986.

Lawrence S. Hendricks 42 Chief Operating Officer of the Company 1986
since February, 1997, having previously
served as Vice President for Store
Operations since the Company's inception
in 1986.

Michael J. Viveiros 44 President of the Company since February 1986
1997, having previously served as Vice
President since the Company's inception
in 1986.

Brian L. Burton 59 President of Vertical Merchandising 1998
Systems, now a division of Wesco, Inc.,
a distributor of impulse merchandising
systems to supermarkets, for over five
years.

Ivan J. Winfield 65 Associate Professor at Baldwin-Wallace 1998
College, Cleveland, Ohio, and business
consultant since September 1995. Prior
thereto, Mr. Winfield was Managing
Partner of Coopers & Lybrand, Cleveland,
Ohio from 1978 to 1994. He is a director
of Boykin Lodging Co., HMI Industries,
Inc., and OfficeMax, Inc.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of March 24, 2000
with respect to the beneficial ownership of the Common Shares. Unless otherwise
indicated below, the persons named below have the sole voting and investment
power with respect to the number of Common Shares set forth opposite their
names. All information with respect to beneficial ownership has been furnished
by the respective Director, officer or 5% or greater shareholder, as the case
may be.

Names and, where necessary, Number of Shares
Addresses of Beneficial Owners (1) Beneficially Owned Percentage
- ---------------------------------- ------------------ ----------

Wayland J. Russell 2,534,375 42.1%

Lawrence S. Hendricks 548,240 9.1%

Michael J. Viveiros 255,620 4.3%

Ivan J. Winfield 5,333(2) *

Brian L. Burton 5,333(2) *

Michael A. Pecchia 20,000(3) *

All Current Directors and
Executive Officers of the Company (6 Persons) 3,368,901 56.0%

*Less than one percent

(1) Unless otherwise indicated, the address of all persons listed above is c/o
Rainbow Rentals, Inc., 3711 Starr Centre Drive, Canfield, Ohio 44406

(2) Includes 3,333 shares subject to options that are currently exercisable.

(3) Includes 20,000 shares subject to options that are currently exercisable.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Act of 1934 requires the Company's
Directors, executive officers, and persons who own 10% or more of the Company's
Common Shares to file reports of ownership and changes of ownership with the
Securities and Exchange Commission and the Company. Based upon a review of these
filings and written representations from such individuals, the Company
understands that all such filers have adhered to all applicable filing
requirements.

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EXECUTIVE OFFICERS' COMPENSATION

The following table sets forth certain information with respect to the
compensation earned during the years ended December 31, 1999, 1998 and 1997,
respectively, by the Chief Executive Officer and all other named Executive
Officers of the Company whose annual salary and bonus exceeded $100,000:

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation
------------------- ----------------------
Other Annual Option All Other
Name and Principal Position Year Salary Bonus Compensation(1) Awards(#) Compensation(2)
- --------------------------- ---- ------ ----- --------------- --------- ---------------

Wayland J. Russell 1999 $322,138 $50,000 $22,368 0 $13,156
Chief Executive Officer 1998 306,075 -0- 31,779 0 1,844
1997 278,250 14,000 26,284 0 1,071

Lawrence S. Hendricks 1999 243,016 37,500 18,526 0 4,388
Chief Operating Officer 1998 229,556 -0- 19,841 0 1,478
1997 208,687 10,500 17,612 0 917

Michael J. Viveiros 1999 243,016 37,500 19,405 0 5,033
President 1998 229,556 -0- 23,508 0 1,490
1997 208,687 10,500 23,068 0 917

Michael A. Pecchia 1999 98,000 15,250 18,908 0 1,308
Chief Financial Officer

(1) Includes the value of perquisites reported as taxable wages, including for
1999 amounts for the Company's annual business meeting (cruise) and personal use
of automobiles and country clubs. For Messrs. Russell, Hendricks and Viveiros,
the value of the annual meeting and personal use of country club were $7,660 and
$9,600; $7,660 and $7,200; and $6,342 and $7,200, respectively. For Mr. Pecchia,
the value of the annual meeting and personal use of an automobile and country
club were $4,452, $8,104 and $6,000, respectively.

(2) Included in this column are contributions to the Company's defined
contribution plans to the Executive Officers as well as amounts paid by the
Company for life and disability insurance coverage for the benefit of the
Executive Officers. Contributions to the defined contribution plan to Messrs.
Russell, Hendricks, Viveiros and Pecchia were $805, $840, $840 and $0,
respectively. Life and disability insurance premiums paid on behalf of Messrs.
Russell, Hendricks, Viveiros and Pecchia were $12,351, $3,548, $4,193 and
$1,308, respectively.

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STOCK OPTIONS

No options were granted to any of the Executive Officers listed in the
Summary Compensation Table pursuant to the Company's 1998 Stock Option Plan
during 1999.

AGGREGATED OPTION EXERCISES
IN 1999 AND YEAR-END OPTION VALUES

Shown below is information with respect to the unexercised options to purchase
the Company's Common Shares under the Company's Stock Option Plan held by the
Executive Officers listed in the Summary Compensation Table at December 31,
1999. None of the Executive Officers listed in the Summary Compensation Table
executed any stock options during 1999.

Number of Securities Value of Unexercised
Underlying Unexercised In-the Money Options
Options at FY-End (#) At FY-End ($) (1)
Shares Acquired Value
Name On Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- -------- ----------- ------------- ----------- -------------

Wayland J. Russell 0 0 0 0 0 0
Lawrence S. Hendricks 0 0 0 0 0 0
Michael J. Viveiros 0 0 0 0 0 0
Michael A. Pecchia 0 0 20,000 40,000 0 0

(1) Calculated in the basis of the fair market value of the underlying
securities at December 31, 1999, minus the exercised price.

COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors is generally
responsible for determining the nature and amount of compensation for Executive
Officers. The Committee met twice during 1999 to review the compensation program
for the Executive Officers of the Company. The Board of Directors approves all
decisions made by the Committee. This report documents the basis of executive
compensation for 1999.

Compensation Policy. The objectives of the Company's executive
compensation policy include retaining, and as necessary, attracting highly
qualified executive talent; motivating executive officers to achieve corporate
performance objectives; rewarding individual performance and contributions; and
aligning the interests of the executive officers with those of the Company's
shareholders. The Company's executive officers own a significant number of
shares of the Company, which provides additional long-term incentive for
maximizing shareholder value.

Base Salaries. At the time of the Company's initial public offering in
June 1998, the salaries of the Company's executive officers were established
based upon such officers' contributions to the Company. The Committee reviewed
the salaries of the Company's Executive Officers to determine if the annual base
salaries were appropriate or if modifications were needed in order to meet the
Company's compensation objective. The Committee determined that an increase of
five percent (5%) to the previously established base salaries was appropriate
for 1999. Base salaries for 1999, as approved by the Committee, are included in
the Summary Compensation Table.

Incentive Compensation. The Company has not established a formal
incentive bonus plan for the Company's Executive Officers. The Company's
Executive Officers receive a portion of their compensation through incentive
bonus compensation, which is based on the individual contributions of the
Executive Officers. Based upon their significant contributions for 1998, the
Committee approved bonuses for the Executive Officers, which are included in the
Summary Compensation Table.

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Compensation of Chief Executive Officer. The committee used the same
procedures and applied the same philosophy described above for all executive
officers in setting the annual salary and bonus for the Company's Chief
Executive Officer.

Wayland J. Russell, Chairman
Brian L. Burton
Ivan J. Winfield

CERTAIN TRANSACTIONS

The Company's headquarters facility is leased from an entity owned by Messrs.
Russell, Hendricks and Viveiros under a ten-year triple-net lease, with three
two-year options. In 1999, the rental amount was $113,000. The Company believes
that the rental is at market rate and that the other provisions of the lease are
on terms no less favorable to the Company than could be obtained from unrelated
parties.

For several years, the Company has made significant contributions to
charitable organizations, including organizations for which directors and
officers serve or have served as trustees or officers. The aggregate amount of
charitable contributions was approximately $230,000 in 1998 and $355,000 in
1999.

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SHAREHOLDER RETURN PERFORMANCE PRESENTATION

Set forth below is a line graph comparing the cumulative total
shareholder return on the Company's Common Shares against the cumulative total
return of the Nasdaq U.S. composite index (the "Nasdaq of Composite Index") and
a group consisting of publicly-traded rental - purchase companies (the "Industry
Group") for 1999. The graph assumes that $100.00 was invested on June 5, 1998 in
the Common Shares of the Company, the Nasdaq Composite Index and the Industry
Group and assumes reinvestment of dividends. The Industry Group consists of Rent
Way, Inc., Aaron Rents, Inc. and Rent-A-Center, Inc. The stock price performance
shown on the following graph is not necessarily indicative of future price
performance.

The stock price performance graph below shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into and filing under the Securities Act of 1933, as
amended or under the Securities Exchange Act of 1934, as amended, except to the
extent that the Company specifically incorporates this information by reference
and shall not otherwise be deemed filed under such Acts.

[GRAPH]

TOTAL RETURN ANALYSIS 6/5/98 12/31/98 12/31/99

RAINBOW RENTALS INC. $ 100.00 $ 98.75 $ 71.43
INDUSTRY GROUP $ 100.00 $ 105.07 $ 87.11
NASDAQ COMPOSITE $ 100.00 $ 123.27 $ 229.43

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PROPOSAL TWO
INDEPENDENT AUDITORS

The Board of Directors, upon the recommendation of the Audit Committee,
has selected KPMG LLP as auditors for the year ending December 31, 2000. The
Board of Directors requests the ratification of the appointment of KPMG LLP by
the shareholders at the Annual Meeting. The Board of Directors recommends that
each shareholder vote "FOR" ratification of KPMG LLP as auditors for 2000.

KPMG LLP has audited the Company's financial statements for each year
since the year ended December 31, 1991. Representatives of KPMG LLP are expected
to be present at the meeting with the opportunity to make a statement if they
desire to do so, and are expected to be available to respond to appropriate
questions.

OTHER MATTERS

The Board of Directors of the Company is not aware that any matters
other than those listed in the Notice of Meeting is to be presented for action
at the meeting. If any of the Board's nominees is unavailable for election as a
Director or any other matter should properly come before the meeting, it is
intended that votes will be cast pursuant to the Proxy in respect thereto in
accordance with the best judgment of the person or persons acting as proxies.

SHAREHOLDERS' PROPOSALS

The deadline for shareholders to submit proposals to be considered for
inclusion in the Proxy Statement for the 2001 Annual Meeting of Shareholder is
expected to be December 11, 2000.

MICHAEL A. PECCHIA
Secretary

By Order of the Board of Directors
April 10, 2000

RAINBOW RENTALS, INC.
3711 STARR CENTRE DRIVE
CANFIELD, OHIO 44406

The undersigned, a holder of shares of Common Stock of Rainbow
Rentals, Inc., an Ohio corporation (the "Company"), hereby appoints
P WAYLAND J. RUSSELL, LAWRENCE S. HENDRICKS and MICHAEL J. VIVEIROS, and
R each of them, the proxies of the undersigned, each with full power of
O substitution, to attend, represent and vote for the undersigned, all of
X the shares of the Company which the undersigned would be entitled to
Y vote, at the Annual Meeting of Shareholders of the Company to be held on
May 4, 2000, and any adjournments thereof, as follows:

1. The election of five members to the Board of Directors to hold office
for a one-year term and until their successors are duly elected and
qualified, as provided in the Company's Proxy Statement:

[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all nominees listed
below

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH OR OTHERWISE STRIKE OUT HIS OR HER NAME BELOW)

Wayland J. Russell, Lawrence S. Hendricks, Michael J. Viveiros,
Brian L. Burton and Ivan J. Winfield.

2. The ratification of the appointment of KPMG LLP as the Company's
auditors for the year ending December 31, 2000.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Upon such other matters as may properly come before the meeting or
any adjournments thereof.

THE UNDERSIGNED HEREBY REVOKES ANY OTHER PROXY TO VOTE AT SUCH
ANNUAL MEETING, AND HEREBY RATIFIES AND CONFIRMS ALL THAT SAID ATTORNEYS
AND PROXIES, AND EACH OF THEM, MAY LAWFULLY DO BY VIRTUE HEREOF. WITH
RESPECT TO MATTERS NOT KNOWN AT THE TIME OF THE SOLICITATIONS HEREOF,
SAID PROXIES ARE AUTHORIZED TO VOTE IN ACCORDANCE WITH THEIR BEST
JUDGMENT.

(Continued, and to be dated and signed, on the other side)

(Continued from the other side)

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS ON THE OTHER SIDE HEREOF, IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE FIVE DIRECTORS NAMED IN
PROPOSAL 1, FOR THE ADOPTION OF PROPOSAL 2, AND AS SAID PROXIES SHALL
DEEM ADVISABLE ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.

THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF A COPY OF THE NOTICE OF ANNUAL
MEETING AND ACCOMPANYING PROXY STATEMENT DATED APRIL 10, 2000 RELATING
TO THE ANNUAL MEETING AND THE 1999 ANNUAL REPORT TO SHAREHOLDERS.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.

Date: , 2000

----------------------------
Signature(s) of
Shareholder(s)

The signature(s) hereon
should correspond exactly
with the name(s) of the
Shareholder(s) appearing on
the Share Certificate. If
stock is jointly held, all
joint owners should sign.
When signing as attorney,
executor, administrator,
trustee or guardian, please
give full title as such. If
signer is a corporation,
please sign the full
corporate name, and give
title of signing officer.

THIS PROXY IS SOLICITED BY
THE BOARD OF DIRECTORS OF
RAINBOW RENTALS, INC.
Proxy Card