UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A
(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the Fiscal Year ended:      December 31, 2001

                                       OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (No Fee Required)

For the transition period from __________________ to ________________.

                           Commission File No. 0-24333
                              RAINBOW RENTALS, INC.
                             ----------------------
             (Exact name of Registrant as specified in its charter)

               Ohio                                         34-1512520
- --------------------------------------                  ------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

                             3711 STARR CENTRE DRIVE
                              CANFIELD, OHIO 44406
                              ---------------------
                    (Address of principal executive offices)

                                  330-533-5363
                                  -------------
              (Registrant's telephone number, including area code)

          Securities registered pursuant to Section 12(b) of the Act:
                                      None

          Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock, No par Value
                           --------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
[X] Yes      [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

The aggregate market value of voting stock held by nonaffiliates of the
Registrant was approximately $19.1 million at March 18, 2002. The number of
common shares outstanding at March 18, 2002 was 5,925,735.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement to be mailed to
stockholders in connection with the Registrant's 2002 Annual Meeting of
Stockholders are incorporated by reference into Part III, Items 10-13.





                                     PART II

ITEM 13.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES OR REPORTS ON FORM 8-K

           (a)(3) Exhibits

                  99.1    Form 11-K Annual Report for the Company's 401(k)
                          Profit Sharing Plan.
                  99.2    Consent of Independent Public Accountants.



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this amendment
to its Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated:  June 28, 2002                RAINBOW RENTALS, INC.


                                     By:    /s/ Michael A. Pecchia
                                            ------------------------------------
                                            Michael A. Pecchia,
                                            Chief Financial Officer