S-8

As filed with the Securities and Exchange Commission on July 1, 2009.

File No. 333-________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AARON’S, INC.

(Exact Name of Issuer as Specified in its Charter)

Georgia
(State or Other Jurisdiction of
Incorporation or Organization) 58-0687630
(I.R.S. Employer
Identification Number)

Aaron’s, Inc.
309 E. Paces Ferry Road, N.E.
Atlanta, Georgia 30305
(404) 231-0011
(Address and Telephone Number of Issuer’s Principal Executive Offices)

2001 Stock Option and Incentive Award Plan, As Amended and Restated
(Full Title of the Plan)

Mr. Gilbert L. Danielson
Aaron’s, Inc.
309 E. Paces Ferry Road, N.E.
Atlanta, Georgia 30305
(404) 231-0011
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copies to:
W. Benjamin Barkley, Esq.
David M. Eaton, Esq.
Kilpatrick Stockton LLP
1100 Peachtree Street, N.E.
Atlanta, Georgia 30309-4530
(404) 815-6500

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer þ Accelerated Filer o  Non-Accelerated Filer o
(Do not check if a smaller reporting company) Smaller Reporting Company o

Calculation of Registration Fee

		Proposed Maximum	Proposed Maximum
Title of Securities	Amount to	Offering Price	Aggregate	Amount of
to be Registered	be Registered(2)	Per Share	Offering Price(1)	Registration Fee
Common Stock, Par Value $0.50 Per Share	5,000,000 shares	$30.03	$150,150,000	$8,378.37

(1)	Determined in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, based on $30.03, the average of the high and low prices on the New York Stock Exchange on June 30, 2009.
(2)	Pursuant to Rule 416, this Registration Statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends, reclassifications of stock, corporate transactions or similar transactions.

     Aaron’s, Inc. (the “Company”) files this Registration Statement on Form S-8 in connection with an amendment and restatement of the Company’s 2001 Stock Option and Incentive Award Plan (the “Plan”) that, among other amendments, increases the number of shares of common stock, par value $.50 per share (the “Common Stock”), that may be issued or transferred under the Plan. The number of shares that may be issued or transferred under the Plan has been increased by 5,000,000.

     The shares of Common Stock previously available for issuance or transfer under the Plan are covered by a Registration Statement on Form S-8 (Registration No. 333-123426), the contents of which are incorporated herein by reference. As amended, the aggregate number of shares of Common Stock that may be issued or transferred under the Plan is 7,850,000.

ITEM 8. EXHIBITS

     The exhibits included as part of this Registration Statement are as follows:

Exhibit Number	Description
5(a)	Opinion of Counsel to Registrant
23(a)	Consent of Counsel to Registrant (included in Exhibit 5(a))
23(b)	Consent of Independent Registered Public Accounting Firm
24(a)	Power of Attorney (included with signature page)
99(a)	2001 Stock Option and Incentive Award Plan, as amended and restated (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 10, 2009 and incorporated herein by reference)

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on June 30, 2009.

AARON’S, INC.
By:	/s/ Gilbert L. Danielson
	Gilbert L. Danielson
	Executive Vice President, Chief Financial Officer

POWER OF ATTORNEY

     We, the undersigned directors and officers of the Company hereby severally constitute and appoint Robert C. Loudermilk, Jr., Gilbert L. Danielson and James L. Cates our true and lawful attorneys with full power to sign for us in our names in the capacities indicated below and any amendment to this registration statement, including any post-effective amendments to said registration statement, and generally to do all such things in our name and behalf in our capacities as directors and officers to enable the Company to comply with the provisions of the Securities Act, and all requirements of the SEC, hereby ratifying and confirming our signatures as they may be signed by our said attorney to said registration statement and any and all amendments thereto.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 30, 2009.

Signature	Position
/s/ R. Charles Loudermilk, Sr. R. Charles Loudermilk, Sr.	Chairman of the Board of Directors
/s/ Robert C. Loudermilk, Jr. Robert C. Loudermilk, Jr.	Chief Executive Officer (Principal Executive Officer), President and Director
/s/ Gilbert L. Danielson Gilbert L. Danielson	Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)

Signature	Position
/s/ Robert P. Sinclair, Jr. Robert P. Sinclair, Jr.	Vice President, Corporate Controller (Principal Accounting Officer)
/s/ William K. Butler, Jr. William K. Butler, Jr.	Chief Operating Officer and Director
/s/ Ronald W. Allen Ronald W. Allen	Director
/s/ Leo Benatar Leo Benatar	Director
/s/ Earl Dolive Earl Dolive	Director
/s/ David L. Kolb David L. Kolb	Director
/s/ John C. Portman, Jr. John C. Portman, Jr.	Director
/s/ Ray M. Robinson Ray M. Robinson	Director
/s/ John Schuerholz John Schuerholz	Director

EXHIBIT INDEX

Exhibit Number	Description
5(a)	Opinion of Counsel to Registrant
23(a)	Consent of Counsel to Registration (included in Exhibit 5(a))
23(b)	Consent of Independent Registered Public Accounting Firm
24(a)	Power of Attorney (included with signature page)

EX-5.(A)

EXHIBIT 5(a)

Suite 2800 1100 Peachtree St.
Atlanta GA 30309-4530
t 404 815 6500 f 404 815 6555
www.KilpatrickStockton.com

direct dial 404 815 6051
direct fax 404 541 3188
DEaton@KilpatrickStockton.com

July 1, 2009

Aaron’s, Inc.
309 E. Paces Ferry Road, N.E.
Atlanta, Georgia 30305

          Re: Form S-8 Registration Statement

Gentlemen:

     We have acted as counsel for Aaron’s, Inc., a Georgia corporation (the “Company”), in the preparation and filing of a registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) relating to the Company’s 2001 Stock Option and Incentive Award Plan, as amended and restated (the “Plan”), and the proposed offer and sale of up to 5,000,000 shares of the Company’s common stock, par value $0.50 per share (the “Shares”) pursuant thereto. This opinion letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of the Commission’s Regulation S-K.

     In connection with the preparation of the Registration Statement, we have examined originals or copies of such corporate records, documents, and other instruments relating to the authorization and issuance of the Shares as we have deemed relevant under the circumstances. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate.

     The opinions expressed herein are limited in all respects to the laws of the State of Georgia, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

     On the basis of the foregoing, it is our opinion that the offer and sale of the Shares pursuant to the Plan have been duly authorized by the Board of Directors of the Company, and such Shares, when issued in accordance with the terms and conditions of the Plan, will be legally and validly issued, fully paid, and non-assessable.

     This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. This letter is being rendered solely for the benefit of the Company in connection with the matters addressed herein. This opinion may not be furnished to or relied upon by any person or entity for any purpose without our prior written consent.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Sincerely, KILPATRICK STOCKTON LLP
By:	/s/ David M. Eaton
	David M. Eaton, a Partner

EX-23.(B)

EXHIBIT 23(b)

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form No. S-8 pertaining to the Aaron’s, Inc. 2001 Stock Option and Incentive Award Plan, as amended and restated, of our reports (a) dated February 27, 2009, with respect to the consolidated financial statements of Aaron’s, Inc., and the effectiveness of internal control over financial reporting of Aaron’s, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2008, and (b) dated May 4, 2009, with respect to the unaudited consolidated interim financial statements of Aaron’s, Inc. included in its Form 10-Q for the three-month period ended March 31, 2009, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Atlanta, Georgia
June 29, 2009