SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
              TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                    13d-2(a)

                                 Amendment No. 3

                               Rent-A-Center, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   76009N 10 0
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                             John F. Hartigan, Esq.
                           Morgan, Lewis & Bockius LLP
                               300 S. Grand Avenue
                              Los Angeles, CA 90071
                                 (213) 612-2500
- --------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                   May 7, 2002
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of This Statement)

     If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. |_|

     Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.

     The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



CUSIP NO. 76009N 10 0                  13D                        Page 2 of 7
- ------------------------------------------------------------------------------
      NAMES OF REPORTING PERSON
 1    I.R.S. IDENTIFICATION OF ABOVE PERSON

       Apollo Investment Fund IV, L.P.
- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 2                                                              (a) [_]
                                                                (b) [X]
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
- ------------------------------------------------------------------------------
      SOURCE OF FUNDS
 4
      OO
- ------------------------------------------------------------------------------
      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEMS 2(d) or 2(e) [_]
 5

- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 6
       Delaware
- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     7
     NUMBER OF            9,773,142
      SHARES       -----------------------------------------------------------
   BENEFICIALLY           SHARED VOTING POWER
     OWNED BY        8
       EACH                 411,354
    REPORTING      -----------------------------------------------------------
      PERSON              SOLE DISPOSITIVE POWER
       WITH          9
                          9,773,142
          -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
                     10
                            411,354
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
       10,184,496 shares of Common Stock
- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
                                                                         [X]
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
      29.4%
- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON (See Instructions)
14
      PN
- ------------------------------------------------------------------------------



CUSIP NO. 76009N 10 0                 13D                         Page 3 of 7
- ------------------------------------------------------------------------------
      NAMES OF REPORTING PERSON
 1    I.R.S. IDENTIFICATION OF ABOVE PERSON

        Apollo Overseas Partners IV, L.P.
- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 2                                                              (a) [_]
                                                                (b) [X]
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
- ------------------------------------------------------------------------------
      SOURCE OF FUNDS
 4
        OO
- ------------------------------------------------------------------------------
      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEMS 2(d) or 2(e)                                          [_]
 5

- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 6
       Delaware
- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     7
     NUMBER OF            524,391
      SHARES       -----------------------------------------------------------
   BENEFICIALLY           SHARED VOTING POWER
     OWNED BY        8
       EACH                411,354
    REPORTING      -----------------------------------------------------------
      PERSON              SOLE DISPOSITIVE POWER
       WITH          9
                          524,391
                   -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
                     10
                           411,354
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
      935,745 shares of Common Stock
- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
                                                                         [X]
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
      3.7%
- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON
14
      PN
- ------------------------------------------------------------------------------



 CUSIP NO. 76009N 10 0                 13D                        Page 4 of 7
- ------------------------------------------------------------------------------
      NAMES OF REPORTING PERSON
 1    I.R.S. IDENTIFICATION OF ABOVE PERSON

        Apollo Advisors IV, L.P.
- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 2                                                              (a) [_]
                                                                (b) [X]
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
- ------------------------------------------------------------------------------
      SOURCE OF FUNDS
 4
       OO
- ------------------------------------------------------------------------------
      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEMS 2(d) or 2(e) [_]
 5
- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 6
       Delaware
- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     7
     NUMBER OF            10,297,533
      SHARES       -----------------------------------------------------------
   BENEFICIALLY           SHARED VOTING POWER
     OWNED BY        8
       EACH               411,354
    REPORTING      -----------------------------------------------------------
      PERSON              SOLE DISPOSITIVE POWER
       WITH          9
                          10,297,533
                   -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
                     10
                          411,354
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
       10,708,887 shares of Common Stock
- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
                                                                       [X]
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
      30.5%
- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON (See Instructions)
14
       PN
- ------------------------------------------------------------------------------

     This Amendment No. 3 to Schedule 13D supplements and amends the following
items of the Statement on Schedule 13D of Apollo Investment Fund IV, L.P.,
Apollo Overseas Partners IV, L.P. and



Apollo Advisors IV, L.P. (the "Reporting Persons") originally filed on August
17, 1998, Amendment No. 1 filed on August 27, 1998 and Amendment No. 2 filed on
October 8, 2001 with respect to the shares of Common Stock, par value $.01 per
share, of Rent-A-Center, Inc. ("Rent-A-Center" or the "Issuer").

     Responses to each item of this Schedule, as applicable, are incorporated by
reference into the response to each other item.

Item 1. Security and Issuer

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

Item 4. Purpose of Transaction

     Item 4, to which reference is made regarding a description of the
securities of the Issuer owned by the Reporting Persons, is hereby amended and
supplemented as follows:

     The Issuer filed a registration statement on Form S-3 (File No. 333-87752)
with the Securities and Exchange Commission on May 7, 2002 (thereafter amended
on May 9, 2002, as amended, the "Registration Statement"), in connection with
the sale of an aggregate of 3,120,000 shares of Common Stock beneficially owned
by AIFIV, Overseas IV and Bear Stearns (collectively, the "Selling
Stockholders"). The Registration Statement was prepared and filed pursuant to
the exercise of a demand registration right by the Reporting Persons. The
offering of the Common Stock by the Selling Stockholders will be made as
discussed in the Registration Statement.

Item 5. Interest in Securities of the Issuer

     Item 5 is hereby amended by deleting it in its entirety and substituting
the following therefor:

     The Reporting Persons beneficially own 287,660 shares of Series A Preferred
Stock. Each share of Series A Preferred Stock is convertible into approximately
35.797 shares of Common Stock for an aggregate of 10,297,533 shares of Common
Stock. Assuming the conversion of all of the shares of Series Preferred Stock as
of the date hereof, the Common Stock beneficially owned by the Reporting Persons
would represent approximately 29.7% of the outstanding Common Stock of the
Issuer. Beneficial ownership of such shares of Series A Preferred Stock was
acquired as described in Item 3 and Item 4.

     Pursuant to an agreement entered into among AIFIV, Overseas IV, Bear
Stearns MB 1998-1999 Pre-Fund, LLC, as successor in interest of RC Acquisition
Corp. ("Bear Stearns") and the Issuer, the Reporting Persons may be deemed to
have shared voting and/or dispositive power with respect to an additional 11,491
shares of Series A Preferred Stock, which are convertible into approximately
411,354 shares of Common Stock. The Reporting Persons disclaim any beneficial
ownership except to the extent of their pecuniary interest.

     See also the information contained on the cover pages to this Amendment No.
3 to Schedule 13D which is incorporated hereby by reference.

                                  Page 5 of 7



          (a) See the information contained on the cover pages to this Amendment
     No. 3 to Schedule 13D which is incorporated herein by reference.

          (b) There have been no reportable transactions with respect to the
     Common Stock of the Issuer within the last 60 days by the Reporting
     Persons, except as described in this Amendment No. 3 to Schedule 13D.

          (c) Not applicable.

          (d) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
        Securities of the Issuer

     Item 6 is hereby amended and supplemented as follows:

     In connection with the Registration Statement and the offering referenced
therein, the Reporting Persons anticipate that they will enter into customary
and normal agreements with Morgan Stanley & Co. Incorporated, Bear Stearns & Co.
Inc., Lehman Brothers Inc., Sun Trust Capital Markets, Inc. and Wachovia
Securities, Inc. (collectively, the "Underwriters") and the Issuer. On May 7,
2002, the Reporting Persons entered into letter agreements with the
Underwriters. Pursuant to the letter agreements, the Reporting Persons agreed
not to offer, sell or otherwise transfer or dispose of any shares of the
Issuer's Common Stock or Series A Preferred Stock from the date thereof until 90
days after the date of the final prospectus relating to the offering by the
Selling Stockholders, except for the shares of Common Stock to be sold to the
Underwriters in connection with the offering and in other limited circumstances.
The letter agreements will expire on June 30, 2002 if the offering is not
consummated prior to that date.

Item 7. Material to Be Filed as Exhibits

Exhibit 1: Form of letters dated May 7, 2002 issued by Apollo Investment Fund
           IV, L.P. and Apollo Overseas Partners IV, L.P., respectively, in
           favor of Morgan Stanley & Co. Incorporated, Bear, Stearns & Co.
           Incorporated, Lehman Brothers Inc., Sun Trust Capital Market, Inc.
           and Wachovia Securities, Inc.

                                  Page 6 of 7



                                   SIGNATURES

     After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, each of the undersigned certifies that the information set
forth in this statement with respect to such person is true, complete and
correct.

Date: May 13, 2002                     APOLLO INVESTMENT FUND IV, L.P.

                                       By:  APOLLO ADVISORS IV, L.P.
                                            Its General Partner

                                       By:  APOLLO CAPITAL MANAGEMENT IV, INC.
                                            Its General Partner

                                            By:  /s/ Michael D. Weiner
                                                --------------------------------
                                                    Michael D. Weiner
                                                    Vice President

Date: May 13, 2002                     APOLLO OVERSEAS PARTNERS IV, L.P.

                                       By:  APOLLO ADVISORS IV, L.P.
                                            Its Managing General Partner

                                       By:  APOLLO CAPITAL MANAGEMENT IV, INC.
                                            Its General Partner

                                            By:  /s/ Michael D. Weiner
                                                --------------------------------
                                                    Michael D. Weiner
                                                    Vice President

Date: May 13, 2002                     APOLLO ADVISORS IV, L.P.

                                       By:  APOLLO CAPITAL MANAGEMENT IV, INC.
                                            Its General Partner

                                            By:  /s/ Michael D. Weiner
                                                --------------------------------
                                                     Michael D. Weiner
                                                     Vice President

                                  Page 7 of 7



                                  May __, 2002

Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
Bear, Stearns & Co. Inc.
SunTrust Capital Markets, Inc.
First Union Securities, Inc.
c/o  Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, NY 10036

Ladies and Gentlemen:

          The undersigned understands that Morgan Stanley & Co. Incorporated
("Morgan Stanley") proposes to enter into an Underwriting Agreement (the
"Underwriting Agreement") with Rent-A-Center, Inc., a Delaware corporation (the
"Company"), providing for the public offering (the "Public Offering") by the
several Underwriters, including Morgan Stanley (the "Underwriters"), of
3,120,000 shares (the "Shares") of the Common Stock, $.01 par value per share,
of the Company (the "Common Stock").

          To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Morgan
Stanley on behalf of the Underwriters, it will not, during the period commencing
on the date hereof and ending 90 days after the date of the final prospectus
relating to the Public Offering (the "Prospectus"), (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend,
distribute to members or partners or otherwise transfer or dispose of, directly
or indirectly, any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock, or (2) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise. The foregoing
sentence shall not apply to (A) any issuance of Common Stock issuable upon
conversion of the Series A Preferred Stock (the "Series A Preferred Stock"), par
value $.01 per share, of the Company, (B) the shares of the Common Stock or
Series A Preferred Stock, as the case may be, to be sold pursuant to the
Underwriting Agreement, (C) shares of Common Stock or other securities acquired
in open market transactions after the completion of the Public Offering, (D)
bona fide gifts of Common Stock by the undersigned; provided that each recipient
of any such gift shall deliver an executed copy of this Agreement to the
Underwriters prior to or



contemporaneously with such transaction or (E) the sale or transfer of shares of
securities, in connection with a sale of the Company pursuant to an offer made
on substantially the same terms to all Company stockholders of which the
Underwriters have been advised in writing. In addition, the undersigned agrees
that, without the prior written consent of Morgan Stanley on behalf of the
Underwriters, it will not, during the period commencing on the date hereof and
ending 90 days after the date of the Prospectus, make any demand for or exercise
any right with respect to, the registration of any shares of Common Stock or any
security convertible into or exercisable or exchangeable for Common Stock. The
undersigned also agrees and consents to the entry of stop transfer instructions
with the Company's transfer agent and registrar against the transfer of the
undersigned's shares of Common Stock except in compliance with the foregoing
restrictions.

     The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
Public Offering. The undersigned further understands that this Lock-Up Agreement
is irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors and assigns.

     Whether or not the Public Offering actually occurs depends on a number of
factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company, the sellers in the Public Offering and the
Underwriters. Notwithstanding anything to the contrary herein, this Lock-Up
Agreement shall expire if the Public Offering is not consummated on or before
June 30, 2002.

                                       2



                  Very truly yours,



                  APOLLO INVESTMENT FUND IV, L.P.
                  a Delaware limited partnership

                  By:      Apollo Advisors IV, L.P.
                           its General Partner

                           By:      Apollo Capital Management IV, Inc.
                                    its General Partner

                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

                                       3