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:

[RAINBOW RENTALS LOGO]

April 12, 2002

Dear Fellow Shareholder:

It is a pleasure to extend to you a cordial invitation to attend the
2002 Annual Meeting of Shareholders of Rainbow Rentals, Inc. (the "Company").
This year's Annual Meeting will be held on Wednesday, May 15, 2002.

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 card 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 15th.

Sincerely,

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

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 15, 2002

The Annual Meeting of Shareholders of Rainbow Rentals, Inc., an Ohio
corporation, will be held at the Holiday Inn - Boardman, 7410 South Avenue,
Boardman, Ohio on Wednesday, May 15, 2002 at 10:00 a.m.

The purpose of the meeting will be to:

1. Elect six (6) Directors for a term expiring in 2003.

2. Ratify the appointment of KPMG LLP as auditors of the Company
for the year ending December 31, 2002.

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 29, 2002 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 CARD 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 12, 2002

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. 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 2001 Annual Report to Shareholders will be mailed to the
Company's shareholders commencing on April 12, 2002.

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 six
(6) Directors whose term of office will expire in 2003; (2) ratifying the
appointment of KPMG LLP as auditors of the Company for 2002; 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 29, 2002 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.

PROPOSAL ONE
ELECTION OF DIRECTORS

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 six.
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 nominated Wayland J. Russell, Lawrence
S. Hendricks, Michael J. Viveiros, Brian L. Burton, Ivan J. Winfield and Robert
A. Glick to stand for re-election as Directors until the 2003 Annual Meeting of
Shareholders.

At the Annual Meeting, the Common Shares represented by valid Proxies,
unless otherwise specified, will be voted to elect 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 2002

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

Wayland J. Russell 50 Chairman of the Board and Chief Executive Officer of the 1986
Company since February 1997, having previously served as the
Company's President since its inception in 1986.

Lawrence S. Hendricks 44 Chief Operating Officer of the Company since February 1997, 1986
having previously served as Vice President for Store Operations
since the Company's inception in 1986.

Michael J. Viveiros 46 President of the Company since February 1997, having previously 1986
served as Vice President since the Company's inception in 1986.

Brian L. Burton 61 Member of the Board of Directors and Chief Financial Officer of 1998
KST Coatings Manufacturing, Inc., a manufacturer of roofing
products. Prior thereto, Mr. Burton was President of Vertical
Merchandising Systems, a distributor of impulse merchandising
systems to supermarkets, for over five years.

Ivan J. Winfield 67 Associate Professor at Baldwin-Wallace College, Cleveland, 1998
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.

Robert A. Glick 55 Chairman and Chief Executive Officer of Dots, Inc., a retailer 2001
of women's apparel. He is a director of the National Retail
Federation and Chairman of the Advisory Board of the Shannon
Rodgers and Jerry Silverman School of Fashion Design and
Merchandising at Kent State University.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

The Board of Directors of the Company held four meetings in 2001. The
Board of Directors has an Audit Committee and a Compensation Committee, each of
which held two meetings in 2001. All of the current Directors attended all of
the Board and applicable committee meetings held during 2001.

Audit Committee. The committee consists of Messrs. Burton, Winfield and
Glick and operates pursuant to a written charter, and is responsible for
monitoring and overseeing the Company's internal controls and financial
reporting processes, as well as the independent audit of the Company's financial
statements by the Company's independent auditors, KPMG LLP. Nasdaq Stock Market
rules require that the Company and other listed companies have an Audit
Committee comprised of three independent directors. Messrs. Burton, Winfield and
Glick are each an "independent director" as defined in the Nasdaq rules. As part
of fulfilling its responsibilities, the Audit Committee reviewed and discussed
the audited financial statements for 2001 with management and discussed those
matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees) with the Company's independent auditors.
The Audit Committee received the written disclosures and the letter required by
Independent Standards Board Standard No. 1 (Independence Discussions with Audit
Committee) from KPMG LLP and discussed that firm's independence with
representatives of the firm.

Based upon the Audit Committee's review of the audited financial
statements and its discussions with management and the Company's independent
auditors, the Audit Committee recommended that the Board of Directors include
the audited financial statements for the fiscal year ended December 31, 2001 in
the Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission.

Ivan J. Winfield, Chairman
Brian L. Burton
Robert A. Glick

Compensation Committee. This committee, chaired by Mr. Burton, reviews
and approves the Company's executive compensation policy, makes recommendations
concerning the Company's employee benefit policies, and has authority to
administer the Company's stock option and other management compensation plans.

COMPENSATION OF DIRECTORS

During 2001, the Company's policy was to pay each outside Director a
retainer of $15,000 and 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. Each outside Director will also receive $1,000 for each
committee 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 current outside Director of the Company, upon their initial
election, received a stock option to purchase 10,000 Common Shares at the fair
market value of the Company's Common Stock on the date of the shareholders'
meeting at which they were initially elected. All directors' options vest
ratably over a period of three years and expire ten years from date of grant.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of March 29, 2002
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 Ownership
addresses of Beneficial Owners (1) Beneficially Owned Percentage
- ------------------------------ ------------------ ----------

Wayland J. Russell 2,536,675 42.8%

Lawrence S. Hendricks 548,240 9.3%

Michael J. Viveiros 255,620 4.3%

Ivan J. Winfield 12,000 (2) *

Brian L. Burton 15,000 (2) *

Robert A. Glick 1,000 *

Michael A. Pecchia 60,000 (3) 1.0%

All Directors and Executive Officers
of the Company (7 Persons) 3,428,535 (4) 57.1%

*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 10,000 shares subject to options that are currently exercisable.

(3) Includes 60,000 shares subject to options that are currently exercisable.

(4) Includes 80,000 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.

EXECUTIVE OFFICERS' COMPENSATION

The following table sets forth certain information with respect to the
compensation earned during the years ended December 31, 2001, 2000 and 1999,
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
------------------- ----------------------

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

Wayland J. Russell 2001 $322,008 $50,000 $21,258 0 $ 9,805
Chief Executive Officer 2000 322,008 51,200 15,147 0 13,878
1999 322,138 50,000 22,368 0 13,156

Lawrence S. Hendricks 2001 243,000 41,600 13,994 0 3,557
Chief Operating Officer 2000 243,000 38,500 12,747 0 5,388
1999 243,016 37,500 18,526 0 4,388

Michael J. Viveiros 2001 243,000 44,000 17,197 0 3,827
President 2000 243,000 45,000 12,718 0 5,776
1999 243,016 37,500 19,405 0 5,033

Michael A. Pecchia 2001 125,000 18,750 19,602 1,237
Secretary and 2000 98,000 19,750 19,615 0 1,673
Chief Financial Officer 1999 98,000 15,250 18,908 0 1,308

(1) Includes the value of perquisites reported as taxable wages, including for
2001 amounts for the Company's annual business meeting, personal use of
automobiles and country clubs. For Messrs. Russell, Hendricks, Viveiros and
Pecchia the value of the foregoing perquisites were as follows: annual meeting
- -- $4,430, $4,544, $5,513 and $5,339, respectively; automobile -- $7,228,
$2,250, $4,484 and $8,263, respectively; and country club -- $9,600, $7,200,
$7,200 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 $770, $700, $700 and $250,
respectively. Life and disability insurance premiums paid on behalf of Messrs.
Russell, Hendricks, Viveiros and Pecchia were $9,035, $2,857, $3,127 and $987,
respectively.

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 2001.

AGGREGATED OPTION EXERCISES
IN 2001 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,
2001. None of the Executive Officers listed in the Summary Compensation Table
executed any stock options during 2001.

Shares Number of Securities Value of Unexercised
Acquired Value Underlying Unexercised In-the Money Options
On Exercise Realized Options At 12/31/01 (#) At 12/31/01 ($) (1)
------------ --------- ------------------------ ---------------------
Name (#) ($) 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 60,000 0 0 0

(1) Calculated in the basis of the fair market value of the underlying
securities at December 31, 2001, minus the exercise 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 Board of Directors approves all decisions made by the Committee.
This report documents the basis of executive compensation for 2001.

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. The Committee reviewed the salaries of the Company's
Executive Officers and there were no changes made in 2001 from 2000 base
salaries with the exception of one.

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 individual contributions for 2001, the
Committee approved bonuses for the Executive Officers, which are included in the
Summary Compensation Table.

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.

Brian L. Burton, Chairman
Ivan J. Winfield
Robert A. Glick

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 2001, the rental amount was $121,000. The Company
believes that the rental is at market rates and that the other provisions of the
lease are on terms no less favorable to the Company than could be obtained from
unrelated parties.

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 2001. The graph assumes that $100.00 was invested on June 5, 1998
(the date of the Company's initial public offering) 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.

[Performance Graph]

TOTAL RETURN ANALYSIS
6/5/98 12/31/98 12/31/99 12/29/00 12/31/01
--------------------------------------------------------------------------------------------------------------

RAINBOW RENTALS, INC. $ 100.00 $ 98.75 $ 71.43 $ 52.17 $ 70.65
--------------------------------------------------------------------------------------------------------------
INDUSTRY GROUP $ 100.00 $ 105.07 $ 87.11 $ 120.69 $ 126.43
--------------------------------------------------------------------------------------------------------------
NASDAQ COMPOSITE $ 100.00 $ 123.27 $ 229.43 $ 139.29 $ 109.97
--------------------------------------------------------------------------------------------------------------

Source: Carl Thompson Associates www.ctaonline.com (800) 959-9677. Data
from BRIDGE Information Systems, Inc.

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, 2002. 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 2002.

Aggregate fees billed by KPMG LLP for the audit of the Company's annual
financial statements and quarterly reviews of the financial statements in 2001
were $109,000.

Other fees billed by KPMG LLP include $20,000 for audit-related
services and $102,400 for other services. The Audit Committee has considered
whether the provision of services for these fees is compatible with maintaining
the independent accountants' independence and has determined that such services
have not adversely affected KPMG LLP's independence.

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 Annual 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 of any matters other
than those listed in the Notice of Meeting that are to be presented for action
at the Annual Meeting. If any of the Board's nominees is unavailable for
election as a Director or any other matter should properly come before the
Annual 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 2003 Annual Meeting of Shareholder is
expected to be December 12, 2002.

MICHAEL A. PECCHIA
Secretary

By Order of the Board of Directors
April 12, 2002

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

PROXY

The undersigned, a holder of shares of Common Stock of Rainbow Rentals,
Inc. (the "Company"), an Ohio corporation, hereby appoints WAYLAND J. RUSSELL,
LAWRENCE S. HENDRICKS and MICHAEL J. VIVEIROS, and each of them, the proxies of
the undersigned, each with full power of substitution, to attend, represent and
vote for the undersigned, all of the shares of the Company which the undersigned
would be entitled to vote, at the Annual Meeting of Shareholders of the Company
to be held on May 15, 2002, and any adjournments thereof, as follows:

1. The election of six 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, Ivan J. Winfield and Robert A. Glick.

2. The ratification of the appointment of KPMG LLP as the Company's auditors
for the year ending December 31, 2002.

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 SIX 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 12, 2002 RELATING TO THE
ANNUAL MEETING AND THE 2001 ANNUAL REPORT TO SHAREHOLDERS.

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

Date: ___________________________, 2002

_____________________________________________
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.