Exhibit 31.2

                  Certification of Principal Executive Officer

                     Pursuant to 15 U.S.C. 78m(a) or 78o(d)

                (Section 302 of the Sarbanes-Oxley Act of 2002)

I, Michael A. Pecchia, the Chief Financial Officer of Rainbow Rentals, Inc. (the
"Company"), certify that:

         1.   I have reviewed this annual report on Form 10-K of the Company;

         2.   Based on my knowledge, this report does not contain any untrue
              statement of a material fact or omit to state a material fact
              necessary to make the statements made, in light of the
              circumstances under which such statements were made, not
              misleading with respect to the period covered by this report;

         3.   Based on my knowledge, the financial statements, and other
              financial information included in this report, fairly present, in
              all material respects, the financial condition, results of
              operations and cash flows of the Company as of, and for, the
              period presented in this report;

         4.   The Company's other certifying officer(s) and I are responsible
              for establishing and maintaining disclosure controls and
              procedures (as defined in Exchange Act Rules 13a-15(e) and
              15d-15(e)) for the Company and have:

                  (a)      Designed such disclosure controls and procedures to
                           ensure that material information relating to the
                           Company, including its consolidated subsidiaries, is
                           made known to us by others within those entities,
                           particularly during the period in which this report
                           is being prepared;

                  (b)      Evaluated the effectiveness of the Company's
                           disclosure controls and procedures and presented in
                           this report our conclusions about the effectiveness
                           of the disclosure controls and procedures, as of the
                           end of the period covered by this report based on
                           such evaluation; and

                  (c)      Disclosed in this report any change in the Company's
                           internal control over financial reporting that
                           occurred during the Company's most recent fiscal
                           quarter (the Company's fourth fiscal quarter in the
                           case of an annual report) that has materially
                           affected, or is reasonably likely to materially
                           affect, the Company's internal control over financial
                           reporting; and

         5.   The Company's other certifying officer(s) and I have disclosed,
              based on our most recent evaluation of internal control over
              financial reporting, to the Company's auditors and the audit
              committee of the Company's board of directors (or persons
              performing the equivalent functions):

                  (a)      All significant deficiencies and material weaknesses
                           in the design or operation of internal control over
                           financial reporting which are reasonably likely to
                           adversely affect the Company's ability to record,
                           process, summarize and report financial information;
                           and

                  (b)      Any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the Company's internal control over financial
                           reporting.

/s/ MICHAEL A. PECCHIA
- ---------------------------

Michael A. Pecchia
Rainbow Rentals, Inc.
Chief Financial Officer

March 5, 2004

                                       59