SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):

                                  July 14, 2004

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


                               RENTRAK CORPORATION
               (Exact name of registrant as specified in charter)

                                     Oregon
                 (State or other jurisdiction of incorporation)

                                     0-15159
                                (SEC File Number)

                                   93-0780536
                        (IRS Employer Identification No.)

           One Airport Center
           7700 N.E. Ambassador Place
           Portland, Oregon                            97220
           (Address of principal executive offices)   (Zip Code)

               Registrant's telephone number, including area code:

                                 (503) 284-7581




Item 12.  Results of Operations and Financial Condition.

            On July 14, 2004,  Rentrak  Corporation  ("Rentrak")  issued a press
release (the "earnings release") announcing its financial results for the fourth
fiscal  quarter and full fiscal year ended March 31,  2004,  as well as restated
earnings  results for the  nine-month  period ended  December 31, 2003,  and the
fiscal years ended March 31, 2003 and 2002.

            At the conference  call held on July 14, 2004, to discuss  Rentrak's
financial performance, Paul A. Rosenbaum, Rentrak's Chairman and Chief Executive
Officer,  also commented on the current  financial outlook for Rentrak's quarter
ended June 30, 2004:

          o    Rentrak's  ability to provide  detailed  guidance  regarding  the
               operating results for the first quarter of fiscal 2005 is limited
               due to the  additional  effort  management  has been  required to
               devote to the audit of  Rentrak's  financial  statements  for the
               fiscal year ended March 31, 2004,  which was not completed  until
               July 9, 2004.

          o    Based on retailer  orders under  Rentrak's  new combined  DVD/VHS
               revenue-sharing   programs,   revenue-sharing  revenues  for  the
               quarter ended June 30, 2004, are expected to be comparable to the
               revenue-sharing revenues achieved for the quarter ended March 31,
               2004.

          o    Although  selling,  general and  administrative  expenses for the
               quarter  ended June 30, 2004,  will be affected by  substantially
               higher  audit fees and related  activities,  Rentrak  expects the
               first  quarter  of fiscal  2005 to be  profitable,  although  net
               income  per  share  is  expected  to be  lower  than the $.20 per
               diluted share reported for the 2004 fourth fiscal quarter.

Rentrak  expects to release final  operating  results for the quarter ended June
30, 2004, during the second week in August 2004.

            Certain statements in this report,  including statements prefaced by
the words "anticipates,"  "expects,"  "intends" and similar expressions,  may be
forward-looking  statements.   Forward-looking  statements,  although  based  on
information currently known to management,  may involve known and unknown risks,
uncertainties  and other factors that may cause  Rentrak's  actual results to be
materially   different   from  any   results   expressed   or  implied  by  such
forward-looking  statements.  Such factors may include  changes in estimates and
judgments  that affect  amounts of assets,  liabilities,  revenues and expenses,
including Rentrak's allowance for doubtful accounts,  program supplier reserves,
and other accruals of revenues and expenses.  Other  important  factors that may
affect  Rentrak's  future  prospects  are described in its Annual Report on Form
10-K for the fiscal year ended March 31,  2004,  filed with the  Securities  and
Exchange Commission.

            This  discussion,  as  well as the  earnings  release  furnished  as
Exhibit 99.1 to this report, shall not be deemed "filed" for purposes of Section
18 of the Securities  Exchange Act of 1934 or  incorporated  by reference in any
filing under the Securities Act of 1933.


Exhibits

            99.1 Press release dated July 14, 2004.


                                   SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                  RENTRAK CORPORATION


Dated:  July 14, 2004             By:  /s/ Mark L. Thoenes
                                       ----------------------------------------
                                       Mark L. Thoenes
                                       Chief Financial Officer