This filing consists of 98 pages. 
                                     The Exhibit Index is on Page 51.

                  SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC 20549

                             FORM 10 - K

  X       Annual Report Pursuant to Section 13 or 15  (d)  of
          the  Securities  Exchange Act of  1934  for  fiscal  year
          ended March 31, 1997 or

         Transition report pursuant to Section 13 or 15(d) of
         the Securities Exchange Act of 1934

Commission file number D-15159

                         RENTRAK CORPORATION
       (exact name of registrant as specified in its charter)

         Oregon                            93-0780536
(State or other jurisdiction of           (IRS Employer
 incorporation  or organization)           Identification Number.)

       7700 NE Ambassador Place, Portland, Oregon     97220
        (Address of Principal Executive Offices)    (Zip Code)

Registrant's telephone number, including area code:(503)284-7581

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

     Securities registered pursuant to Section 12 (g) of the Act:

            Common stock $.001 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 for 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.
                       Yes   X       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
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 [ ]

As of June 9, 1997, the aggregate market value of the voting
stock held by non-affiliates of the registrant, based on the
last sales price as reported by NASDAQ was $ 39,540,270

(Excludes value of shares of Common Stock held of record by
directors and officers and by shareholders whose record
ownership exceeded five percent of the shares outstanding at
June 9, 1997.  Includes shares held by certain depository
organizations.)

As of June  9, 1997, the Registrant had 11,609,005 shares of
Common Stock outstanding.


DOCUMENTS INCORPORATED BY REFERENCE:

PORTIONS OF THE DEFINITIVE PROXY STATEMENT FOR THE 1997
ANNUAL MEETING OF THE SHAREHOLDERS ARE INCORPORATED BY
REFERENCE INTO PART III OF THIS FORM 10-K



                         TABLE OF CONTENTS
    
                               PART I
    
    Item                                                    Page
    
    1.   Business                                             3
    
    
    2.   Properties                                           7
    
    
    3.   Legal Proceedings                                    7
    
    
    4.   Submission of Matters to a Vote of Security
         Holders                                              7
    
                              PART II
    
    5.   Market for the Registrant's Common Stock and         
         Related Stockholder Matters                          8 
    
    
    6.   Selected Financial Data                              9
    
    
    7.   Management's Discussion and Analysis of
         Financial Conditions and Results of Operations      10
        
    
    8.   Financial Statements and Supplementary Data         19
    

    9.   Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure              19
    
                              PART III
    
    10.  Directors and Executive Officers of the
         Registrant                                          48
    
    
    11.  Executive Compensation                              48
    
    
    12.  Security Ownership of Certain Beneficial Owners     48
         and Management
    
    
    13.  Certain Relationships and Related Transactions      48
    
    
                              PART IV
    
    
    14.  Exhibits, Financial Statement Schedules and         49
         Reports on Form 8-K
    
                               PART I
    
    ITEM 1.  BUSINESS
    
    GENERAL
    
        The Company's primary business is the
    distribution of video cassettes to home video
    specialty stores using its Pay Per Transaction
    system.
    
        In addition, prior to November, 1996, the
    Company operated a number of "store within a store"
    retail video outlets which rented and sold video
    cassettes in Wal-Mart and K-Mart stores through its
    BlowOut Entertainment Inc., ("BlowOut") subsidiary.
    The Company also operated a number of retail stores
    which sold professional and collegiate licensed
    sports apparel merchandise through its Pro Image
    Inc., (Pro Image) subsidiary, which were either
    closed or disposed of during the fiscal year.
    
        At March 31, 1996, the Company accounted for
    the operations of Pro Image and BlowOut as
    discontinued operations.  Disposition of Pro Image
    and BlowOut occurred during the fiscal year ended
    March 31, 1997. [See Note 14 of the Notes to The
    Consolidated Financial Statements and See
    "Business/License Sports Apparel" and
    "Business/Video Retail".]
    
    
    PAY-PER-TRANSACTION
    
        The Company distributes pre-recorded video
    cassettes ("Cassettes") principally to home video
    specialty stores through its Pay Per Transaction
    revenue sharing system (the "PPT System").  The PPT
    System enables home video specialty stores and other
    retailers, including grocery stores and convenience
    stores, who rent Cassettes to consumers
    ("Retailers") to obtain Cassettes at a significantly
    lower initial cost than if they purchased the
    Cassettes from traditional video distributors. Under
    traditional distribution, a Program Supplier sells
    the Cassette to a distributor for an average price
    of approximately $64.  The distributor then sells
    the Cassette to a Retailer for an average price of
    approximately $70.  The Retailer then rents the
    Cassette to the consumer at an average price of
    $2.50 and retains all of the rental revenue.  Under
    the PPT System, after the Retailer pays an
    application fee (the "Application Fee") to the
    Company and is approved for participation in the PPT
    System, Cassettes are leased to the Retailer for an
    initial fee (the "Order Processing Fee" formerly
    referred to as the "Handling Fee") plus a percentage
    of revenues generated by retailers from rentals to
    consumers (the "Transaction Fee").  The Company
    retains a portion of each Order Processing and
    Transaction Fee and remits the remainder to the
    appropriate owner of the Cassette's distribution
    rights, usually motion picture producers, licensees
    or distributors ("Program Suppliers").  The expected
    benefit to the Retailer is a higher volume of rental
    transactions, as well as a reduction in capital cost
    and risk.  The expected benefit to the Program
    Supplier is an increase in the total number of
    Cassettes shipped, resulting in increased revenues
    and opportunity for profit.  The expected benefit to
    the consumer is the potential of finding more copies
    of certain newly released hit titles and a greater
    selection of other titles at Retailers participating
    in the PPT System ("Participating Retailers").
    
        The Company markets its PPT System service
    throughout the United States and Canada.  The
    Company also owns a ten percent interest in K.K.
    Rentrak Japan ("Rentrak Japan"), a Japanese
    corporation which markets a similar service to video
    retailers in Japan.
    
        The Company currently offers substantially all
    of the titles of a number of  companies, including
    Twentieth Century Fox Home Entertainment (formerly
    Fox Video), a subsidiary of Twentieth Century Fox
    Film Corporation, and Buena Vista Pictures
    Distribution, Inc., a subsidiary of The Walt Disney
    Company.  The Company's arrangements with Program
    Suppliers have been of varying duration, scope and
    formality.  In some cases, the Company has obtained
    Cassettes pursuant to contracts or arrangements with
    Program Suppliers on a title-by-title basis and in
    other cases the contracts or arrangements provide
    that all titles released for distribution by such
    Program Supplier will be provided to the Company for
    the PPT System.  Many of the Company's agreements
    with suppliers may be terminated upon relatively
    short notice.  There can be no assurance that any of
    the Program Suppliers will continue to distribute
    through the Company's PPT System, continue to have
    available for distribution titles which the Company
    can distribute on a profitable basis, or continue to
    remain in business.  Even if titles are otherwise
    available from Program Suppliers to the Company,
    there can be no assurance that they will be made
    available on terms acceptable to the Company.
    During the last three years, the Company has not
    experienced any material deficiency in its ability
    to acquire cassettes which are suitable for the
    Company's markets on acceptable terms and conditions
    from Program Suppliers who have agreed to provide
    the same to the Company. The Company has one Program
    Supplier that supplied product that generated 43
    percent, a second that generated 23 percent, and a
    third that generated 15 percent of Rentrak revenues
    for the year ended March 31, 1997.  There were no
    other program suppliers who provided product
    accounting for more than 10 percent of sales for the
    year ended March 31, 1997.
    
        Certain Program Suppliers have requested and
    the Company has provided financial or performance
    commitments from the Company, including advances,
    warrants, letters of credit or guarantees as a
    condition of obtaining certain titles.  The Company
    has provided such commitments primarily to induce
    Program Suppliers to begin participation in the PPT
    System and to demonstrate its financial benefits.
    The Company determines whether to provide such
    commitments on a case-by-case basis, depending upon
    the Program Supplier's success with such titles
    prior to home video distribution and the Company's
    assessment of expected success in home rental
    distribution.  The Company intends to continue this
    practice of providing such commitments and there can
    be no assurance that this practice will not in the
    future result in losses which may be material.
    
        One customer, Hollywood Entertainment
    Corporation, accounted for 13 percent of the
    Company's revenues in 1997.
    
    
    Distribution of Cassettes
    
        The Company's proprietary Rentrak Profit Maker
    Software (the "RPM Software") allows the Retailer to
    order Cassettes through their Point of Sale (POS)
    system and provides the Retailer with substantial
    information regarding all offered titles.  Ordering
    occurs via a networked computer interface.  To
    further assist the Retailer in ordering, the Company
    also produces a monthly product catalogue called
    "Ontrak."
    
        To be competitive, Retailers must be able to
    rent their Cassettes on the "street date" announced
    by the Program Supplier for the title.  The Company
    distributes its Cassettes via overnight air courier
    to assure delivery to Participating Retailers on the
    street date.  The freight costs of such distribution
    comprise a portion of the Company's cost of sales.
    
    
    Computer Operations
    
        To participate in the Company's PPT System,
    Retailers must have approved computer software and
    hardware  to process all of their rental and sale
    transactions.  Retailers are required to use one of
    the POS software vendors approved by the Company as
    conforming to the Company's specifications.  The
    Company's RPM Software resides on the Retailer's POS
    computer system and transmits a record of PPT
    transactions to the Company over a
    telecommunications network.  The RPM Software also
    assists the Retailer in ordering newly released
    titles and in managing the inventory of Cassettes.
    
        The Company's computer processes these
    transactions and prepares reports for Program
    Suppliers and Retailers.  In addition, it determines
    variations from statistical norms for potential
    audit action.  The Company's computer also transmits
    information on new titles and confirms orders made
    to the RPM Software at the Retailer location.
    
    
    Retailer Auditing
    
        The Company audits Participating Retailers in
    order to verify that they are reporting all rentals
    and sales on a consistent, accurate and timely
    basis.  Several different types of exception reports
    are produced weekly.  These reports are designed to
    identify any Participating Retailers who vary from
    the Company's statistical norms.  Depending upon the
    results of the Company's analysis of the reports,
    the Company may conduct an in-store audit.  Audits
    are conducted with and without notice and refusal to
    allow such an audit is cause for immediate
    termination from the PPT System.  If audit
    violations are found, the Participating Retailer is
    subject to fines, audit penalties, immediate removal
    from the PPT System and/or repossession of all
    leased Cassettes.
    
    
    Seasonality
    
        The Company believes that the home video
    industry is seasonal because Program Suppliers tend
    to introduce hit titles at two periods of the year,
    early summer and Christmas.  Since the release to
    home video usually follows the theatrical release by
    approximately six months (although significant
    variations do occur on certain titles), the seasonal
    peaks for home video also generally occur in early
    summer and at Christmas.  The Company believes its
    volume of rental transactions reflects, in part,
    this seasonal pattern, although the growth of
    Program Suppliers, titles available to the Company,
    and Participating Retailers may tend to obscure any
    seasonal effect.  The Company believes such seasonal
    variations may be reflected in future quarterly
    patterns of its revenues and earnings.
    
    
    Retailer Financing Program
    
        The Company has established a retailer
    financing program whereby on a selective basis, the
    Company will provide financing to participating
    retailers which the Company believes have the
    potential for substantial growth in the industry.
    In connection with these financings, the Company
    typically makes a loan and/or equity investment in
    the retailer.  In some cases, a warrant to purchase
    stock may be obtained.  As part of such financing,
    the retailer typically agrees to cause all of its
    current and future retail locations to participate
    in the PPT System for a designated period of time
    (usually 5 - 20 years).  Under these agreements,
    retailers are typically required to obtain all of
    their requirements of cassettes offered under the
    PPT system or obtain a minimum amount of cassettes
    based on a percentage of the retailer's revenues.
    Notwithstanding the long term nature of such
    agreements, both the Company and the retailer may,
    in some cases, retain the right to terminate such
    agreement upon 30-90 days prior written notice.
    These financings are highly speculative in nature
    and involve a high degree of risk and no assurance
    of a satisfactory return on investment can be given.
    The Board of Directors has authorized the Company to
    make loans and or investments such that the total
    amount of outstanding loans and investments is
    $18,000,000 or less. As of May 1997, the Company has
    invested or loaned approximately $13,100,000 in
    various video retailers. [See Note 4 of the Notes to
    the Consolidated Financial Statements.]
    
        As of March 31, 1997, the Company had
    approximately $13,100,000 in loans and investments
    outstanding under the program and reserves of
    approximately $10,300,000 of the total original loan
    or investment amount.  At March 31, 1996, the
    Company had invested or loaned approximately
    $7,300,000 under the program and had provided
    reserves of approximately $6,000,000.
    
    Competition
    
        The home video industry is highly competitive.
    The Company has one direct competitor presently
    distributing cassettes on a revenue sharing basis.
    The company, SuperComm, Inc., is a wholly-owned
    subsidiary of The Walt Disney Co. and has thus far
    concentrated its efforts in the supermarket
    industry.  In addition, the Company faces
    substantial competition from traditional
    distributors.  The Company's competitors include
    organizations which have existing distribution
    networks, long-standing relationships with Program
    Suppliers and Retailers, and/or significantly
    greater financial resources than the Company.
    
        In addition to the direct competition described
    above, the Company faces indirect competition from
    alternative delivery technologies which are intended
    to provide video entertainment directly to the
    consumer.  These technologies include:  1) direct
    broadcast satellite transmission systems, which
    broadcast movies in digital format direct from
    satellites to small antennas in the home; 2) cable
    systems which may transmit digital format movies to
    the home over cable systems employing fiber-optic
    technology and 3) pay cable television systems.  All
    of these may employ digital data compression
    techniques to increase the number of channels
    available and hence the number of movies which can
    be transmitted.  Another source of indirect
    competition comes from Program Suppliers releasing
    titles intended for "sell-through" rather than
    rental to consumers at approximately $20 to $30.  To
    date, such "sell-through" pricing has generally been
    limited to certain newly released hit titles with
    wide general family appeal.  As the Company's
    business is dependent upon the existence of a home
    video rental market, a substantial shift in the
    video business to alternative technologies or "sell-
    through" policies could have a material adverse
    effect on the Company's business.
    
    
    Foreign Operations
    
        On December 20, 1989, the Company entered into
    an agreement with Culture Convenience Club, Co.,
    Ltd. (CCC), a Japanese corporation, which is Japan's
    largest video specialty retailer.  CCC believes it
    represents over ten (10%) percent of the retail
    video rental market in Japan.  Pursuant to the
    agreement, the parties formed Rentrak Japan, a
    corporation, which is presently owned 10 percent by
    the Company and 90 percent by CCC's shareholder,
    Tsutaya Shoten Co., Ltd.  Rentrak Japan was formed
    to implement the Company's PPT Program in Japan,
    with future expansion to The Philippines, Singapore,
    Taiwan, Hong Kong, South Korea, North Korea, China,
    Thailand, Indonesia, Malaysia and Vietnam.  The
    Company provided its PPT technology and the use of
    certain trademarks and service marks to Rentrak
    Japan, and CCC provided management personnel,
    operating capital, and adaptation of the PPT
    technology to meet Japanese requirements.  On August
    6, 1992, the Company entered into an expanded
    definitive agreement with CCC to develop Rentrak's
    PPT Program in certain markets throughout the world.
    
        Prior to June 16, 1994 the Company owned a
    thirty three and one-third percent interest in
    Rentrak Japan.  On June 16, 1994, the Company and
    CCC entered into an amendment to the definitive
    agreement (the "agreement").  Pursuant to this
    agreement, the Company will receive a royalty of
    1.67% for all sales of up to $47,905,000 plus one-
    half of one percent of sales greater than
    $47,905,000 in each royalty year which is June 1 -
    May 31.  The amendment provides for payment to the
    Company of a one time royalty of $2,000,000 payable
    $1,000,000 by July 31, 1994, which the Company
    received, and $1,000,000 no later than March 31,
    1999.  As part of this transaction, the Company also
    sold to CCC 34 shares of Rentrak Japan reducing the
    Company's ownership in Rentrak Japan to twenty-five
    percent from thirty three and one-third percent.
    The term of the Agreement was extended from the year
    2001 to the year 2039.
    
        In August 1996, the Company sold 60 shares of
    Rentrak Japan stock to a Japanese corporation for
    $110,000.  This reduced the company's interest in
    Rentrak Japan from 25 percent to 10 percent.  In
    addition, as part of this transaction, the Company
    received a one-time royalty payment from Rentrak
    Japan of $4,390,000 in August, 1996.  This one-time
    royalty payment is included in other revenue in the
    Company's Consolidated Financial Statements.
    
    
    Trademarks, Copyrights, and Proprietary Rights
    
        The Company has registered its "RENTRAK",
    "PPT", "Pay Per Transaction", "Ontrak",
    "BudgetMaker", "DataTrak", "Prize Find" , "BlowOut
    Video", "GameTrak", and "VidAlert" marks under
    federal trademark laws.  The Company has applied and
    obtained registered status in several foreign
    countries for many of its trademarks.  The Company
    claims a copyright in its RPM Software and considers
    it to be proprietary.
    
    Employees
    
        As of March 31, 1997, including all
    subsidiaries, the Company employs 162 full-time
    employees.  The Company considers its relations with
    its employees to be good.

    LICENSED SPORTS APPAREL
    
        During fiscal year 1997, the Company disposed
    of substantially all the net assets of Pro Image
    Inc. (Pro Image) through either sale or closure of
    the stores.  [See Note 14 of the Notes to the
    Consolidated Financial Statements.]
    
    VIDEO RETAIL
    
        On November 26, 1996, the Company made a
    distribution to its shareholders of 1,457,343 shares
    of common stock (the BlowOut Common Stock) of
    BlowOut pursuant to a Reorganization and
    Distribution Agreement (Distribution Agreement)
    dated as of November 11, 1996, between the Company
    and BlowOut.  Pursuant to the Distribution, each
    holder of common stock of the Company received one
    share of BlowOut Common Stock for every 8.34 shares
    of the Company common stock owned of record held by
    such holder on November 18, 1996.  The distributed
    shares of BlowOut Common Stock represented
    approximately 60% of the outstanding shares of
    BlowOut Common Stock.  Following the distribution
    the Company continues to own 9.9 percent of the
    outstanding BlowOut Common Stock.  [See Note 14 of
    the Notes to the Consolidated Financial Statements.]
    
    Financial Information About Industry Segments
    
        See Note 13 of the Notes to the Consolidated
    Financial Statements.
    
    
    
    ITEM 2.  PROPERTIES
    
        The Company currently maintains its executive
    offices in Portland, Oregon where it leases 53,566
    square feet of office space.  The lease began on
    January 1, 1997 and expires on December 31, 2006.
    The Company maintains its distribution facilities in
    Wilmington, Ohio where it leases 102,400 square
    feet.  The Company's lease expires on June 7, 2002.
    Management believes its office and warehouse space
    is adequate and suitable for its current and
    foreseeable future.
    
    
    
    ITEM 3.  LEGAL PROCEEDINGS
    
        The Company is subject to legal proceedings and
    claims which arise in the ordinary course of its
    business.  In the opinion of management, the amount
    of any ultimate liability with respect to these
    actions should not materially affect the financial
    position or results of operations of the Company as
    a whole.
    
    
    ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY
    HOLDERS
    
        No matter was submitted to a vote of security
    holders of the Company through the solicitation of
    proxies or otherwise during the fourth quarter of
    the fiscal year covered by this report.
    
    
    
                              PART II
    
    
    ITEM 5.   MARKET FOR REGISTRANT'S COMMON STOCK AND
              RELATED STOCKHOLDER MATTERS
    
        The Company's common stock, $.001 par value, is
    traded on the Nasdaq National Market and prices are
    quoted on the Nasdaq National Market under the
    symbol "RENT".  Prior to the Company's public
    offering on November 14, 1986, there was no public
    market for the common stock.  As of June 9, 1997
    there were approximately 376 holders of record of
    the Company's common stock.  On June 9, 1997, the
    closing sales price of the common stock as quoted on
    the Nasdaq National Market was $4.125.
    
         The following table sets forth the reported
    high and low sales prices of the common stock for
    the period indicated as regularly quoted on the
    Nasdaq National Market.  The over-the-counter market
    quotations reflect inter-dealer prices, without
    retail mark-up, mark-down or commissions and may not
    necessarily represent actual transactions.
    
<TABLE>
<CAPTION>
     QUARTER ENDED                    HIGH                LOW
     <S>                              <C>                 <C>
     JUNE 30, 1995                    $7.000              $4.575
     SEPTEMBER 30, 1995               $6.625              $5.375
     DECEMBER 31, 1995                $6.625              $4.625
     MARCH 31, 1996                   $5.875              $4.250
     JUNE 30, 1996                    $5.625              $4.250
     SEPTEMBER 30, 1996               $4.875              $3.844
     DECEMBER 31, 1996                $4.375              $3.125
     MARCH 31, 1997                   $3.500              $2.625
</TABLE>
    
    DIVIDENDS:
    
      Holders of common stock are entitled to receive
    dividends if, as, and when declared by the Board of
    Directors out of funds legally available therefor,
    subject to the dividend and liquidation rights of
    any preferred stock that may be issued and subject
    to the dividend restrictions in the Company's bank
    credit agreement described in Note 5 of the Notes to
    the Consolidated Financial Statements.
    
      No cash dividends have been paid or declared
    during the last five fiscal years.  The present
    policy of the Board of Directors is to retain
    earnings to provide funds for operation and
    expansion of the Company's business.  The Company
    does not intend to pay cash dividends in the
    foreseeable future.


ITEM 6.    SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                 (In Thousands, Except Per Share Amounts)
                                                                 Year Ended March 31,

                                                                     1997         1996         1995         1994         1993
<S>                                                               <C>          <C>           <C>         <C>          <C>
Statement of Operations Data
   Net revenues:
    Application fees                                              $       354  $        551  $    1,114  $     1,662   $    2,299
    Order processing fees                                              22,720        25,716      18,052       13,712       12,170
    Transaction fees                                                   70,467        70,187      49,904       40,967       33,399
    Sell-through                                                       11,101        10,601       8,923        5,665        4,980
    Other                                                              11,634         6,211       6,555        1,955        1,237
    International operations                                                0             0           0          116          200

   Total net revenues                                                 116,276       113,266      84,548       64,077       54,285
   Cost of sales                                                       90,882        95,168      66,375       49,697       41,297
   Gross profit                                                        25,394        18,098      18,173       14,380       12,988

   Selling and administrative expense                                  16,160        20,860      15,527       14,008       14,742
   Suspension of European operations                                        0             0           0          901            0
   Other income                                                           999           681       3,522          538          521

   Income (loss) from continuing operations before
    benefit (provision) for income taxes, minority
     partner interests and extraordinary item                          10,233        (2,081)      6,168            9       (1,233)

   Income tax benefit (provision)                                      (3,950)          595        (768)         764         (305)

   Income (loss) from continuing operations before
    minority partner interests, discontinued
     operations, and extraordinary item                                 6,283        (1,486)      5,400          773       (1,538)

   Losses attributable to minority partner
    interests                                                               0             0           0          131          649

   Income (loss) from continuing operations before
    discontinued operations and extraordinary item                      6,283        (1,486)      5,400          904         (889)

   Discontinued Operations:  (1)
    Loss from operations of discontinued
     subsidiaries
     less applicable income tax provision
      (benefit)                                                             0       (18,700)       (287)         (91)        (286)
    Loss on disposal of subsidiaries                                        0       (12,100)          0            0            0

   Extraordinary item, income tax benefit from
    carryforward of net operating losses                                    0             0           0            0          280

   Net income (loss)                                              $    6,283   $  (32,286)   $   5,113   $       813  $      (895)

   Net income (loss) per share - assuming
    issuance of all dilutive contingent shares
     Continuing operations                                        $      0.45  $      (0.12) $     0.42  $      0.09  $     (0.07)
     Discontinued operations                                             0.00         (2.56)      (0.02)       (0.01)       (0.03)
   Net income (loss)                                              $      0.45  $      (2.68) $     0.40  $      0.08  $     (0.10)


   Common shares and common share equivalents
    outstanding                                                        16,242        12,019      14,317       10,162        9,306





                                                                     1997         1996         1995         1994         1993

Balance Sheet Data (2)
   Working Capital                                                $ 1,488      $(12,579)     $12,897     $16,155      $17,116
   Total Assets                                                        43,048        56,252      64,818       44,620       34,824
   Long-term Debt                                                           0             0           0            0            0
   Stockholders' Equity                                                11,272        14,404      40,292       29,523       22,722

(1) Discontinued Operations includes the operations of Pro Image and BlowOut.  Results of operations in 1993 reflect only
    those of BlowOut as Pro Image was acquired during fiscal year 1994.  Additional acquisitions were made by Pro Image
    and BlowOut during 1995 and 1996, therefore comparisons between years are not meaningful.  See acquisitions Note 8
    and discontinued operations Note 14 of the Notes to the Consolidated Financial Statements.
(2) The 1995 and prior balance sheets have not been restated for discontinued operations.
</TABLE>

    ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF
            OPERATIONS
  
   
    Forward Looking Statements
    
    Information included in Management's Discussion and
    Analysis of Financial Conditions and Results of
    Operations regarding revenue growth, gross profit
    margin and liquidity constitute forward-looking
    statements that involve a number of risks and
    uncertainties.  The following factors are among the
    factors that could cause actual results to differ
    materially from the forward-looking statements:  the
    Company's ability to continue to market the PPT
    system successfully, the financial stability of the
    Participating Retailers and their performance of
    their obligations under the PPT System, non-renewal
    of line of credit, business conditions and growth in
    the video industry and general economics, both
    domestic and international; competitive factors,
    including increased competition, new technology, and
    the continued availability of Cassettes from Program
    Suppliers.  Section 1 (Business) of this Annual
    Report on Form 10-K further describes certain of
    these factors.
    
    
    Results of Operations
    
    As discussed in the Notes to the Consolidated
    Financial Statements, the Company discontinued the
    operations of Pro Image and BlowOut.  Accordingly
    the financial results of these entities are
    reflected as discontinued operations in the March
    31, 1996 financial statements, and the previous
    years' statements of operations have been restated
    to reflect these entities as discontinued.
    
    For a more meaningful analysis, results are
    presented for three groups of operations: Continuing
    Operations which is comprised primarily of Domestic
    PPT Operations, including Canada PPT Operations;
    Discontinued Operations of Pro Image; and
    Discontinued Operations of BlowOut.  The following
    table(s) breaks out these groups for the years ended
    March 31, 1997, 1996 and 1995.  All significant
    inter-company transactions have been eliminated
    except for those transactions between continuing and
    discontinued operations which are expected to
    continue in the future after disposition of the
    entities.  This analysis is to be read in
    conjunction with the Company's Consolidated
    Financial Statements.


<TABLE>
  RENTRAK CORPORATION
  STATEMENTS OF OPERATIONS
  For The Years Ended March 31, 1997, 1996 and 1995
<CAPTION>
                                                                  1997              1996             1995
 <S>                                                        <C>               <C>               <C>

 REVENUES                                                   $  116,275,503    $  113,266,320    $  84,547,899
 OPERATING COSTS AND EXPENSES
  Cost of sales                                                 90,881,674        95,167,529       66,374,471
  Selling and administrative                                    16,159,729        20,859,923       15,526,912
                                                               107,041,403       116,027,452       81,901,383

 INCOME (LOSS) FROM OPERATIONS                                   9,234,100        (2,761,132)       2,646,516

 Other income                                                      999,068           680,671        3,522,039

 INCOME (LOSS) FROM CONTINUING
  OPERATIONS BEFORE INCOME TAXES                                  10,233,168      (2,080,461)       6,168,555

 Income tax benefit (provision)                                   (3,950,003)        594,729         (768,045)
 INCOME (LOSS) FROM CONTINUING
  OPERATIONS                                                       6,283,165      (1,485,669)       5,400,510

 DISCONTINUED OPERATIONS
  Income (loss) from operations of
    discontinued subsidiaries, net of income taxes                 -             (18,700,000)        (286,987)
  Loss on disposal of discontinued subsidiaries                    -             (12,100,000)       -
 NET INCOME (LOSS)                                          $      6,283,165  $  (32,285,669)  $    5,113,523
</TABLE>

<TABLE>
<CAPTION>
  RENTRAK CORPORATION
  STATEMENTS OF OPERATIONS
  For The Years Ended March 31, 1997, 1996 And 1995

                                                              1997              1996             1995
 <S>                                                        <C>               <C>               <C>
 DISCONTINUED OPERATIONS - PRO IMAGE
 REVENUES                                                   $                 $    39,131,760   $ 26,363,211
 OPERATING COSTS AND EXPENSES
  Cost of sales                                                                    24,325,523     16,840,331 
  Selling and administrative                                                       19,383,052      9,252,704
  Other expense - write-off of intangible assets                                    9,179,239

 INCOME (LOSS) FROM OPERATIONS                                                    (13,756,054)       270,176

 Other expense                                                                       (242,299)      (130,754)
 INCOME (LOSS) BEFORE INCOME TAXES                          $                 $   (13,998,353)  $    139,422

 DISCONTINUED OPERATIONS - BLOWOUT ENTERTAINMENT

 REVENUES                                                   $                 $    17,466,804   $  1,255,121
 OPERATING COSTS AND EXPENSES
  Cost of sales                                                                    13,961,420        318,526
  Selling and administrative                                                       10,074,040      1,403,818

 LOSS FROM OPERATIONS                                                              (6,568,656)      (467,223)

 Other expense                                                                       (689,103)

 LOSS BEFORE INCOME TAXES                                   $                 $    (7,257,759)  $   (467,223)

 DISCONTINUED OPERATIONS - COMBINED
  PRO IMAGE & BLOWOUT ENTERTAINMENT
 REVENUES                                                   $                 $    56,598,564   $  27,618,332
 OPERATING COSTS AND EXPENSES
  Cost of sales                                                                     38,286,943     17,158,857
  Selling and administrative                                                        29,457,092     10,656,522
  Other expense - write-off of Intangible assets                                     9,179,239

 LOSS FROM OPERATIONS                                                              (20,324,710)      (197,047)

 Other expense                                                                        (931,402)      (130,754)

 LOSS BEFORE INCOME TAXES                                                          (21,256,112)      (327,801)

 INCOME TAX BENEFIT                                                                  2,556,112         40,814

 NET LOSS                                                   $                 $    (18,700,000)  $   (286,987)

</TABLE>

    Fiscal 1997 Compared to Fiscal 1996
    
    Continuing Operations - Domestic PPT Operations and
    Other Continuing Subsidiaries
    
      For the year ended March 31, 1997, total revenue
    increased $3.0 million, or 3 percent, rising to
    $116.3 million from $113.3 million in the prior
    year.  Total revenue includes the following fees:
    application fees generated when retailers are
    approved for participation in the PPT system; order
    processing fees generated when prerecorded
    videocassettes ("Cassettes") are distributed to
    retailers; transaction fees generated when retailers
    rent Cassettes to consumers; sell-through fees
    generated when retailers sell Cassettes to
    consumers; royalty payments from Rentrak Japan; and
    sale of video cassettes.
    
      The increase in total revenue and the changes
    described in the following paragraphs were primarily
    due to the growth in (i) the number of retailers
    approved to lease Cassettes under the PPT system
    from the Company (the "Participating Retailers");
    and (ii) the number of titles released to the
    system.  In addition, the Company received a one-
    time royalty payment from Rentrak Japan and
    experienced a decrease in the total number of
    Cassettes shipped under the PPT system.
    
      In fiscal 1997, application-fee revenue decreased
    to $0.4 million from $0.6 million in fiscal 1996, a
    decline of $0.2 million, or 36 percent.  The
    decrease was due to a reduction in the amount of
    application fees charged.  During the year, order
    processing-fee revenue fell to $22.7 million from
    $25.7 million in fiscal 1996, a decrease of $3.0
    million, or 12 percent.  Transaction-fee revenue
    totaled $70.5 million, an increase of $0.3 million,
    or less than 1 percent, from $70.2 million the
    previous year.  Sell-through revenue was $11.1
    million in fiscal 1997 as compared to $10.6 million
    in fiscal 1996, an increase of $0.5 million, or 5
    percent.
    
      Royalty revenue from Rentrak Japan increased to
    $5.5 million during fiscal 1997 from $1.2 million
    the previous year.  This increase was due to a one-
    time royalty payment from Rentrak Japan of $4.4
    million in August 1996.
    
      Cost of sales in fiscal 1997 decreased to $90.9
    million from $95.2 million the prior year, a
    decrease of $4.3 million, or 5 percent.  The
    decrease is primarily due to the decrease in order
    processing revenue noted above.  In addition, fiscal
    1996 includes a charge of $2.2 million to increase
    reserves against advances made to program suppliers.
    In fiscal 1997, the gross profit margin increased to
    22 percent from 16 percent the previous year.  The
    gross profit margin in fiscal 1997, excluding the
    one-time royalty payment from Rentrak Japan, was 19
    percent.
    
      Selling, general and administrative expenses were
    $16.2 million in fiscal 1997 compared to $20.9
    million in fiscal 1996. This decrease of $4.7
    million, or 23 percent, was primarily due to the
    following one time charges in fiscal 1996: An
    increase of approximately 1.4 million in other
    reserves against assets; and $1.5 million in
    advertising co-op allowances in excess of amounts
    received from program suppliers. Also, the reserves
    against loans and investments in retailers were
    approximately $2.3 million higher in fiscal 1996. As
    a percentage of total revenue, selling, general and
    administrative expenses was 14 percent in fiscal
    1997 as compared to 18 percent the previous year.
    
      Other income increased from $0.7 million in
    fiscal 1996 to $1.0 million for fiscal 1997, an
    increase of $0.3 million.
    
      For the year ended March 31, 1997, Domestic PPT
    Operations recorded a pre-tax profit of $10.2
    million, or 9 percent of total revenue, compared to
    a pre-tax loss of $2.1 million, or 2 percent of
    total revenue, in fiscal 1996.  This increase is
    primarily due to the one-time royalty payment from
    Rentrak Japan in fiscal 1997 and the one time
    charges in fiscal 1996 noted above.
    
      Included in the amounts above are the results
    from Other Subsidiaries which are primarily
    comprised of a software development company and
    other video retail operations.  The operations of
    the software development company, which were
    immaterial, were curtailed in fiscal 1996.  Total
    revenue from Other Subsidiaries decreased to $5.0
    million in fiscal 1997 from $5.2 million in fiscal
    1996, a decrease of $0.2 million, or 8 percent.
    Cost of sales was $3.1 million, an increase of $0.2
    million over the $2.9 million recorded in fiscal
    1996.  Selling, general and administrative expenses
    decreased to $1.8 million in fiscal 1997 from $2.6
    million in fiscal 1996, a decrease of $0.8 million,
    or 31 percent.  As a percentage of total revenue,
    selling, general and administrative expenses
    decreased to 36 percent at year-end from 49 percent
    a year earlier.
    
      For the year ended March 31, 1997, Other
    Subsidiaries recorded a pre-tax profit of $0.2
    million, or 3 percent of total revenue.  This
    compares with a pre-tax loss of $0.4 million, or 7
    percent of total revenue, in fiscal 1996.
    
    
    Discontinued Operations - Pro Image
    
      During fiscal year 1997, the Company disposed of
    substantially all of the net assets of Pro Image
    through either sale or closure of the stores.
    
      Pro Image is accounted for as discontinued
    operations and, accordingly, its operations are
    segregated in the consolidated financial statements.
    Pro Image incurred losses from operations, net of
    income tax benefit, of approximately $1,926,0000 and
    $12,720,000 for the years ended February 28, 1997
    and February 29, 1996, respectively.  These amounts
    were included in loss from operations and loss on
    disposal of discontinued subsidiaries in the March
    31, 1996 consolidated financial statements.
    
    Discontinued Operations - BlowOut
    
      On November 26, 1996, the Company made a
    distribution to its shareholders of 1,457,343 shares
    of common stock (the BlowOut Common Stock) of
    BlowOut pursuant to a Reorganization and
    Distribution Agreement (Distribution Agreement)
    dated as of November 11, 1996, between the Company
    and BlowOut.  Pursuant to the Distribution
    Agreement, each holder of common stock of the
    Company received one share of BlowOut Common Stock
    for every 8.34 shares of the Company's common stock
    owned of record by such holder on November 18, 1996.
    The distributed shares of BlowOut Common Stock
    represented approximately 60% of the outstanding
    shares of BlowOut Common Stock. As a result of the
    distribution, the March 31, 1997 consolidated
    financial statement reflect the elimination of the
    net assets and liabilities related to BlowOut and
    the reduction of the Company's ownership in BlowOut
    to approximately 9.9% of the outstanding BlowOut
    Shares.
    
      BlowOut is accounted for as discontinued
    operations and, accordingly, its operations are
    segregated in the March 31, 1996 consolidated
    financial statements.  BlowOut incurred losses from
    operations, net of income tax benefit, of
    approximately $4,000,000 and $5,980,000 for the
    period ended November 26, 1996 and for the year
    ended March 31, 1996, respectively.  These amounts
    are included in loss from operations and loss on
    disposal of discontinued subsidiaries in the March
    31, 1996, consolidated financial statements.
    
    Consolidated Balance Sheet
    
      Net current liabilities of Pro Image at March 31,
    1997 of approximately $200,000 represent accrued
    liabilities remaining to be paid.  Net noncurrent
    assets of Pro Image which are included in net
    noncurrent assets of discontinued operations in the
    consolidated balance sheet at March 31, 1996, are
    comprised primarily of property and equipment and
    long-term debt.  Net current liabilities of Pro
    Image which are included in net current liabilities
    of discontinued operations in the Consolidated
    Financial Statements at March 31, 1996, are
    comprised primarily of inventory, receivables,
    accounts payable, accrued liabilities, estimated
    operating losses to be incurred by Pro Image through
    the disposal date and other costs associated with
    the disposition.
    
      Net current liabilities of BlowOut at March 31,
    1997 of approximately $4,400,000 represent amounts
    reserved for contingencies not yet settled as of
    March 31, 1997.  Net noncurrent assets of BlowOut
    included in net noncurrent assets of discontinued
    operations in the consolidated balance sheet at
    March 31, 1996, are comprised primarily of rental
    inventory, property and equipment, intangibles, and
    long-term debt.  Net current liabilities of BlowOut
    which are included in net current liabilities of
    discontinued operations in the consolidated balance
    sheet at March 31, 1996, are comprised primarily of
    cash, inventory, accounts payable, accrued
    liabilities, estimated operating loses to be
    incurred by BlowOut through the disposal date and
    other costs associated with the disposition.
    
    
    Fiscal 1996 Compared to Fiscal 1995
    
    Continuing Operations - Domestic PPT Operations and
    Other Continuing Subsidiaries
    
      For the year ended March 31, 1996, total revenue
    increased $28.8 million, or 34 percent, rising to
    $113.3 million from $84.5 million in the prior year.
    Total revenue includes the following fees:
    application fees generated when retailers are
    approved for participation in the PPT system; order
    processing fees generated when prerecorded
    videocassettes ("Cassettes") are distributed to
    retailers; transaction fees generated when retailers
    rent Cassettes to consumers; sell-through fees
    generated when retailers sell Cassettes to
    consumers; royalty payments from Rentrak Japan; and
    sale of video cassettes.
    
      The increase in total revenue and the increases
    described in the following paragraphs were primarily
    due to the growth in (i) the number of retailers
    approved to lease Cassettes under the PPT system
    from the Company (the "Participating Retailers");
    (ii) the number of participating program suppliers
    ("Program Suppliers"), primarily Buena Vista; (iii)
    the number of titles released to the PPT system; and
    (iv) the total number of Cassettes leased under the
    PPT system.
    
      In fiscal 1996, application-fee revenue decreased
    to $0.6 million from $1.1 million in fiscal 1995, a
    decline of $0.5 million, or 45 percent.  The
    decrease was due to a reduction in the amount of
    processing fees charged.  During the year, Order
    Processing-fee revenue rose to $25.7 million from
    $18.1 million in fiscal 1995, an increase of $7.6
    million, or 42 percent.  Transaction-fee revenue
    totaled $70.0 million, an increase of $20.1 million,
    or 40 percent, from $49.9 million the previous year.
    Sell-through revenue was $10.6 million in fiscal
    1996 as compared to $8.9 million in fiscal 1995, an
    increase of $1.7 million, or 19 percent.
    
      Royalty revenue from Rentrak Japan decreased to
    $1.2 million during fiscal 1996 from $1.8 million
    the previous year.  Included in fiscal 1995's
    royalty revenue was a non-recurring payment of $1.0
    million.
    
      Cost of sales in fiscal 1996 rose to $95.2
    million from $66.4 million the prior year, an
    increase of $28.8 million, or 43 percent.  The
    increase is primarily due to the increase in
    revenues noted above.  In addition, fiscal 1996
    includes a charge of $2.2 million to increase
    reserves against advances made to program suppliers.
    In fiscal 1996, the gross profit margin decreased to
    16 percent from 21 percent the previous year.  In
    addition to the one-time charge noted above, the
    decrease reflects an increase in major motion
    picture studio product, which traditionally has a
    lower gross margin.
    
      Selling, general and administrative expenses were
    $20.9 million in fiscal 1996 compared to $15.5
    million in fiscal 1995.  This increase of $5.4
    million, or 34 percent, was primarily due to the
    following one time charges: An increase of
    approximately $3.0 million in the reserves against
    loans and investments in retailers; other reserves
    against assets of $1.4 million; and $1.5 million in
    advertising co-op allowances in excess of amounts
    retained from program suppliers.  As a percentage of
    total revenue, selling, general and administrative
    expenses was 18 percent in both years.
    
      Other income decreased from $3.5 million in
    fiscal 1995 to $0.7 million for fiscal 1996, a
    decrease of $2.8 million.  In 1995, other income
    included a gain of $2.8 million on the sale of
    certain investment securities held for sale.
    
      For the year ended March 31, 1996, Domestic PPT
    Operations recorded a pre-tax loss of $2.1 million,
    or 2 percent of total revenue, compared to a pre-tax
    profit of $6.2 million, or 7 percent of total
    revenue, in fiscal 1995.  This decrease is due to
    the one time charges noted above.
    
      Included in the amounts above are the results
    from Other Subsidiaries which are primarily
    comprised of a software development company and
    other video retail and wholesale operations.  The
    operations of the software development company,
    which were immaterial, were curtailed in fiscal
    1996.  Total revenue from Other Subsidiaries
    increased to $5.2 million in fiscal 1996 from $4.8
    million in fiscal 1995, an increase of $0.4 million,
    or 8 percent.  Cost of sales was $2.5 million, an
    increase of $0.6 million over the $1.9 million
    recorded in fiscal 1995.  Selling, general and
    administrative expenses decreased to $2.6 million in
    fiscal 1996 from $3.1 million in fiscal 1995, a
    decrease of $0.5 million, or 14 percent.  As a
    percentage of total revenue, selling, general and
    administrative expenses decreased to 50 percent at
    year-end from 65 percent a year earlier.
    
      For the year ended March 31, 1996, Other
    Subsidiaries recorded a pre-tax loss of $0.4
    million, or 7 percent of total revenue.  This
    compares with a pre-tax loss of $0.2 million, or 5
    percent of total revenue, in fiscal 1995.
    
    
    
    LIQUIDITY AND CAPITAL RESOURCES
    
      At March 31, 1997, the Company had cash and other
    liquid investments of $10.2 million, compared to
    $3.0 million at March 31, 1996.  At year-end, the
    Company's current ratio (current assets/current
    liabilities) improved to 1.05 from .70 a year
    earlier.  This increase was primarily due to the one-
    time royalty payment from Rentrak Japan of $4.4
    million.
    
      The Company has an agreement for a line of credit
    with a financial institution in an amount not to
    exceed the lesser of $10 million or the sum of (a)
    80 percent of the net amount of eligible accounts
    receivable as defined in the agreement. The line of
    credit expires on December 18, 1997. Interest is
    payable monthly at the bank's prime rate plus .5
    percent (9.0 percent at March 31, 1997).  The lender
    has been granted an option to purchase 30,000
    unregistered shares of common stock of the Company
    at $7 per share, which exceeded market value at the
    date of grant.  The line is secured by substantially
    all of the Company's assets.  The terms of the
    agreement require, among other things, a minimum
    amount of tangible net worth, minimum current ratio
    and minimum total liabilities to tangible net worth.
    The agreement also restricts the amount of net
    losses, loans and indebtedness and limits the
    payment of dividends on the Company's stock.  The
    Company is in compliance with these covenants or has
    obtained waivers of noncompliance as of March 31,
    1997.  At March 31, 1997, the Company had $5.0
    million outstanding borrowings under this agreement.
    The Company repaid the $5.0 million in April, 1997.
    As of May 31, 1997, available borrowing capacity
    totaled $10 million.
    
      In December 1989, the Company entered into a
    definitive agreement with Culture Convenience Club
    Co., Ltd. (CCC)-Rentrak's joint-venture partner in
    Rentrak Japan-to develop Rentrak's PPT distribution
    and information processing business in certain
    markets throughout the world.  On June 16, 1994, the
    Company and CCC entered into an amendment to the
    definitive agreement (the "agreement").  Pursuant to
    this agreement, the Company will receive a royalty
    of 1.67 percent for all sales up to $47.9 million
    plus 0.5 percent of sales greater than $47.9 million
    in each royalty year which is June 1 - May 31.  In
    addition, the Company will receive a onetime royalty
    of $2.0 million payable $1.0 million in fiscal 1995
    and $1.0 million no later than March 31, 1999.  The
    payment for fiscal 1995 has been received.  Rentrak
    Japan received additional territories in which to
    market PPT.  In addition, the Company sold 34 shares
    of Rentrak Japan to CCC for approximately $68,000
    reducing the Company's ownership in Rentrak Japan
    from 33-1/3 percent to 25 percent .  The term of the
    agreement was extended from the year 2001 to the
    year 2039.
    
        In August 1996, the Company sold 60 shares of
    Rentrak Japan stock to a Japanese corporation for
    $110,000.  This reduced the company's interest in
    Rentrak Japan from 25 percent to 10 percent.  In
    addition, the Company received a one-time royalty
    payment from Rentrak Japan of $4,390,000 in August,
    1996.
    
      The Company has established a retailer financing
    program whereby the Company will provide, on a
    selective basis, financing to video retailers who
    the Company believes have the potential for
    substantial growth in the industry.  In connection
    with these financings, the Company typically makes a
    loan to and/or an equity investment in the retailer.
    In some cases, a warrant to purchase stock may be
    obtained.  As part of such financing, the retailer
    typically agrees to cause all of its current and
    future retail locations to participate in the PPT
    system for a designated period of time. Under these
    agreements, retailers are typically required to
    obtain all of their requirements of cassettes
    offered under the PPT system or obtain a minimum
    amount of cassettes based on a percentage of the
    retailer's revenues.  Notwithstanding the long term
    nature of such agreements, both the Company and the
    retailer may, in some cases, retain the right to
    terminate such agreement upon 30-90 days prior
    written notice. These financings are highly
    speculative in nature and involve a high degree of
    risk, and no assurance of a satisfactory return on
    investment can be given.  The amounts the Company
    could ultimately receive could differ materially in
    the near term from the amounts assumed in
    establishing reserves.
    
      The Board of Directors has authorized up to $18
    million to be used in connection with the Company's
    retailer financing program.  As of May 1997, the
    Company has invested or loaned approximately $13.1
    million in various retailers.  The investments
    individually range from $0.2 million to $5.1
    million.  Included in the total $13.1 million
    investment balance at March 31, 1997, are gross
    notes receivable of $8,700,000 which are due as
    follows:  $800,000 - 1998; $3,000,000 - 1999;
    $4,700,000 - 2000; $200,000 - 2001.  Interest rates
    on the various loans range from the prime rate plus
    1 percent to the prime rate plus 2 percent.  As the
    financings are made, and periodically throughout the
    terms of the agreements, the Company assesses the
    likelihood of recoverability of the amounts invested
    or loaned based on the financial position of each
    retailer.  This assessment includes reviewing
    available financial statements and cash flow
    projections of the retailer and discussions with
    retailers' management.
    
      As of March 31, 1997, the Company has invested or
    loaned approximately $13.1 million under the program
    and  has reserves of approximately $10.3 million.
    
      BlowOut is essentially a start-up company and is
    experiencing rapid growth requiring additional
    financing if it is to continue its expansion and to
    support operations of recently opened stores.  The
    Company is the principal creditor to BlowOut.  The
    Company has agreed to guarantee up to $7 million of
    indebtedness of BlowOut (Guarantee).  The Guarantee
    expires for future borrowings on the earlier of (i)
    December 31, 1997 or (ii) such time as the total
    indebtedness of BlowOut subject to the Rentrak
    Guarantee is equal to $7 million.  During the term
    of the term of  Rentrak Guarantee, and/or so long as
    any guarantee is thereunder outstanding, BlowOut has
    agreed to pay the Company a weekly fee at a rate
    equal to .02 percent per week of then-currently
    outstanding indebtedness subject to the Rentrak
    Guarantee.  BlowOut has executed a $3 million note
    in favor of the Company which accrues interest at 9%
    per annum and is due in April 1999.  At March 31,
    1997, the total outstanding balance of the debt
    under such note, including accrued interest, was
    $3.3 million.
    
      In July 1996, BlowOut obtained a credit facility
    (the Credit Facility) in an aggregate principal
    amount of $2 million for a five-year term.  Amounts
    outstanding under the Credit Facility bear interest
    at a fixed rate per annum equal to 13.98 percent.
    Pursuant to the terms of the Guarantee, the Company
    agreed to guarantee any amounts outstanding under
    the Credit Facility until the lender is satisfied,
    in its sole discretion, that BlowOut's financial
    condition is sufficient to justify the release of
    the Company's guarantee.  As of March 31, 1997,
    BlowOut had borrowed approximately $1.4 million
    under the Credit Facility.
    
      In August 1996, BlowOut obtained a revolving line
    of credit (Line of Credit) in a maximum principal
    amount at one time outstanding of $5 million.  Under
    the Line of Credit, BlowOut may only draw up to 80%
    of the Orderly Liquidation Value (as defined in the
    Line of Credit) of eligible new and used Cassette
    inventory.  Advances under the Line of Credit bear
    interest at a floating rate per annum equal to the
    Bank of America Reference Rate plus 2.75% percent
    (11.25 percent as of March 31, 1997).  The term of
    the Line of Credit is three years.  The Company has
    agreed, under certain circumstances in the event of
    default under the Line of Credit, to repurchase
    BlowOut's Cassette inventory at specified amounts.
    As of March 31, 1997, BlowOut had borrowed
    approximately $3 million under the Line of Credit.
    
      The Company's exposure related to adverse
    financial and operational developments at BlowOut is
    limited to its receivables from BlowOut [See Note 4
    of the Notes to the Consolidated Financial
    Statements] and  the obligations under the Guarantee
    [See Note 9 of the Notes to the Consolidated
    Financial Statements].
    
      On November 26, 1996, the Board authorized the re-
    purchase of up to two million shares of Common Stock
    in open market and negotiated purchases.  As of
    March 31, 1997, the Company had acquired 325,800
    shares for an aggregate amount of $1,204,775.  These
    purchases were funded through cash flows from
    operations.
    
      The Company's sources of liquidity include its
    cash balance, cash generated from operations and its
    available credit facility.  These sources are
    expected to be sufficient to fund the Company's
    operations for the year ending March 31, 1998.
    
    
    
    ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
           Index to Consolidated Financial Statements
    
    
    Item                                           Page
    
    Report of Independent Public                  20
      Accountants
    
    Consolidated Balance Sheets as of
      March 31, 1997 and 1996                     21
    
    Consolidated Statements of Operations for     22
      Years Ended March 31, 1997, 1996 and
      1995
    
    Consolidated Statements of Stockholders'      23
      Equity for Years Ended March 31, 1997,
      1996 and 1995
    
    Consolidated Statements of Cash Flows for     24
      Years Ended March 31, 1997, 1996 and
      1995
    
    Notes to Consolidated Financial Statements    26
    
    Financial Statement Schedules
               Schedule II                        47
    
    
          Schedules not included have been omitted because
    they are not applicable or the required information
    is shown in the financial statements or notes
    thereto.
    
    
    
    
    
    ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
            ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
            DISCLOSURE
    
      None

[Arthur Andersen LLP Letterhead]

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Rentrak Corporation:

We have audited the accompanying consolidated balance sheets of
Rentrak Corporation and subsidiaries as of March 31, 1997 and 1996,
and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the three years in the period ended
March 31, 1997.  These consolidated financial statements and the
schedule referred to below are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Rentrak Corporation and subsidiaries as of
March 31, 1997 and 1996, and the consolidated results of their
operations and their cash flows for each of the three years in the
period ended March 31, 1997 in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the
consolidated financial statements taken as a whole.  The schedule
listed in the index to financial statements is presented for purposes
of complying with the Securities and Exchange Commission's rules and
is not part of the basic consolidated financial statements.  This
schedule has been subjected to the auditing procedures applied in our
audits of the consolidated financial statements and, in our opinion,
fairly states in all material respects the financial data required to
be set forth therein in relation to the consolidated financial
statements taken as a whole.



                                   ARTHUR ANDERSEN LLP

Portland, Oregon,
  May 16, 1997

<TABLE>
RENTRAK CORPORATION AND SUBSIDIARIES

<CAPTION>
                             CONSOLIDATED BALANCE SHEETS
                             AS OF MARCH 31, 1997 AND 1996

                                       ASSETS


                                                      1997            1996
<S>                                           <C>             <C>
CURRENT ASSETS:                                                           
  Cash and cash equivalents                   $ 10,167,169    $  2,683,128
  Investment securities available for sale               -         344,500
  Accounts receivable, net of allowance for                               
doubtful accounts of $409,313 and $627,895      16,434,566      15,116,203
  Accounts receivable - affiliate                        -       3,227,006
  Advances to program suppliers                    492,844       1,462,875
  Inventory                                      1,902,618       1,737,695
  Deferred tax asset                             1,365,064       1,353,226
  Other current assets                           2,901,964       3,343,389
                                              ------------    ------------
          Total current assets                  33,264,225      29,268,022
                                              ------------    ------------
                                                                          
PROPERTY AND EQUIPMENT, net                      2,006,556       1,466,177
                                                                          
INTANGIBLES, net of accumulated amortization       171,509         347,137
of $3,969,938 and $3,694,370
                                                                          
NOTE RECEIVABLE, affiliate                               -       2,800,000
                                                                          
OTHER INVESTMENTS, net                             778,950       3,477,105
                                                                          
DEFERRED TAX ASSET                               3,637,563       2,918,838
                                                                          
OTHER ASSETS                                     3,189,192       1,225,331
                                                                          
NET NONCURRENT ASSETS OF DISCONTINUED                    -      14,749,248
OPERATIONS
                                              ------------    ------------
          Total assets                        $ 43,047,995    $ 56,251,858
                                              ============    ============
                                                                          
    LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                          
CURRENT LIABILITIES:                                                      
  Line of credit                              $  5,000,000    $  2,700,000
  Accounts payable                              17,160,492      21,795,843
  Accrued liabilities                              613,669       2,163,325
  Accrued compensation                           1,695,814       1,240,543
  Deferred revenue                               2,672,849       2,004,865
  Net current liabilities of discontinued        4,633,114      11,942,858
operations
                                              ------------    ------------
          Total current liabilities             31,775,938      41,847,434
                                              ------------    ------------
COMMITMENTS AND CONTINGENCIES                                             
                                                                          
STOCKHOLDERS' EQUITY:                                                     
  Preferred stock, $.001 par value;                      -               -
authorized: 10,000,000 shares
  Common stock, $.001 par value; authorized:                                
30,000,000 shares; issued and outstanding:         11,847          12,138
11,847,441 shares in 1997 and 12,138,216
shares in 1996
  Capital in excess of par value               47,931,165      49,583,514
  Net unrealized gain on investment securities    184,932         567,508
  Accumulated deficit                         (35,452,729)    (33,366,162)
  Less- Deferred charge - warrants             (1,403,158)     (2,392,574)
                                              ------------    ------------
          Total stockholders' equity           11,272,057      14,404,424
                                              ------------    ------------
    Total liabilities and stockholders'
      equity                                 $ 43,047,995    $ 56,251,858
                                              ============    ============

The accompanying notes are an integral part of these consolidated
balance sheets.
</TABLE>
<TABLE>

RENTRAK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995

<CAPTION>
                                    1997          1996         1995
<S>                             <C>           <C>           <C>
REVENUES:                                                   
  PPT                           $105,787,973  $108,073,429  $79,793,584
  Other                           10,487,530    5,192,891     4,754,315
                                ------------  ------------  -----------
                                 116,275,503   113,266,320   84,547,899
                                ------------  ------------  -----------
OPERATING COSTS AND EXPENSES:                               
  Cost of sales                   90,881,674    95,167,529    66,374,471
  Selling and administrative      16,159,729    20,859,923    15,526,912
                                ------------  ------------  -----------
                                 107,041,403   116,027,452   81,901,383
                                ------------  ------------  -----------
 Income (loss) from operations     9,234,100    (2,761,132)   2,646,516
                                ------------  ------------  -----------
OTHER INCOME (EXPENSE):                                     
  Interest income                    862,143     1,078,798      695,190
  Interest expense                  (181,950)     (208,307)     -
  Gain on sale of investments        318,875        62,091    2,826,849
  Other                             -             (251,911)     -
                                  ------------  ------------  -----------
                                     999,068       680,671    3,522,039
                                  ------------  ------------  -----------
Income (loss) from continuing                              
operations before income tax      10,233,168    (2,080,461)   6,168,555
(provision) benefit
                                                            
INCOME TAX (PROVISION) BENEFIT    (3,950,003)      594,792     (768,045)
                                  ------------  ------------  -----------
Income (loss) from                 6,283,165    (1,485,669)   5,400,510
continuing operations
                                                            
DISCONTINUED OPERATIONS:                                    
  Loss from operations of                                  
discontinued subsidiaries                                  
(less applicable income tax
benefit of $(2,500,000) and
$(40,814) for 1996 and 1995
respectively                          -        (18,700,000)    (286,987)

Loss on disposal of                                       
subsidiaries including                                     
provision of                        
4,800,000 for operating
losses during phaseout periods
(less applicable income tax
benefit of $0)                        -        (12,100,000)         -
                               ------------   ------------  -----------
          Net income (loss)    $  6,283,165   $(32,285,669  $ 5,113,523                                        
                                ============  ============  ===========
                                                           
NET INCOME (LOSS) PER SHARE

EARNINGS (LOSS) PER COMMON SHARE                            
AND COMMON EQUIVALENT SHARE:
    Continuing operations      $       .48    $      (.12)  $      .43
    Discontinued operations           -             (2.56)        (.02)
                                     ------        ------        ------
          Net income (loss)    $       .48    $     (2.68)  $      .41
                                     ======        ======        ======
                                                            
EARNINGS (LOSS) PER COMMON SHARE                            
AND COMMON EQUIVALENT SHARE -
assuming issuance of all
dilutive contingent shares:
    Continuing operations      $      .45     $     (.12)   $      .42
    Discontinued operations           -            (2.56)         (.02)
                                    ------        ------        ------
          Net income (loss)    $      .45     $    (2.68)   $      .40
                                    ======        ======        ======

The accompanying notes are an integral part of these consolidated
statements.
</TABLE>
<TABLE>
RENTRAK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995

<CAPTION>
                                     1997          1996         1995
<S>                               <C>          <C>           <C>
CASH FLOWS FROM OPERATING                                    
ACTIVITIES:
  Net income (loss)               $ 6,283,165  $(32,285,669) $ 5,113,523
  Adjustments to reconcile net                               
  income (loss) to net cash 
  provided (used)
  by operating activities-
  Loss on disposal of                                    
  discontinued operations                -       12,100,000        -

   (Gain) loss on asset and                                
   investment sales                  (309,852)      426,827   (2,826,849)
   Depreciation                       891,857     5,034,493    1,441,872
   Amortization and write-off                             
   ofintangibles                      272,433    11,545,750    1,242,564
    Amortization of warrants          492,503       674,289      467,114
    Provision for doubtful      
    accounts                          655,147       523,315     (582,386)
   Retailer financing program 
    reserves                         (401,891)    2,789,701    2,974,912
   Reserves on advances to                                
program suppliers                    (147,451)    1,345,406      572,300
     Deferred income taxes            161,331    (4,966,997)  (2,737,426)
     Change in specific                                     
     accounts, net of
     effects in 1996 and 1995
     from purchase of businesses:
          Accounts receivable      (2,921,826)  (2,138,592)   (4,726,871)
          Advances to program
          suppliers                 1,099,101    1,025,835       659,348
          Inventory                  (164,923)  (5,638,802)   (1,490,480)
          Other current assets      4,108,957   (1,641,277)   (1,244,614)
          Accounts payable         (4,635,351)   7,156,983     4,746,922
          Accrued liabilities and                            
            compensation            1,495,462    2,403,732     1,420,639
          Deferred revenue            667,984    1,073,929     1,408,076
          Net current liabilities 
        of discontinued operations    362,545        -             -
                                   -----------  ------------  -----------
          Net cash provided                                  
        (used) by operatings
        activities                  7,910,191     (571,077)    6,438,644
                                   -----------  ------------  -----------
</TABLE>

(continued)
<TABLE>
RENTRAK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995


<CAPTION>
                                1997            1996          1995
<S>                         <C>            <C>            <C>
CASH FLOWS FROM INVESTING                                  
ACTIVITIES:
  Purchases of property,                                   
equipment and               $(1,454,391)   $(10,143,322)  $(1,273,080)
    inventory
  Investments in retailer                                  
financing                    (3,178,020)    (2,183,000)    (8,930,618)
    program
  Proceeds from retailer                                   
financing                     2,029,911      1,199,005      -
    program
  Cash paid for purchases of                               
businesses,                       -           (377,848)      -
    net of cash acquired
  Purchases of investments        -           (344,500)    (4,400,253)
  Maturities of investments       -              -          4,400,253
  Proceeds from sale of         526,000        951,394      3,027,548
investments
  Reduction (purchases) of                                 
other assets                    495,667       (242,176)     (663,470)
    and intangibles
  Proceeds from sale of          10,410      1,100,000          -
assets
                              -----------    ------------   -----------
     Net cash used by                                 
investing activities         (1,570,423)    (10,040,447)   (7,839,620)
                             -----------    ------------   -----------
CASH FLOWS FROM FINANCING                                  
ACTIVITIES:
  Net borrowings (payments)                                
on line of                    2,300,000       2,537,844    (3,259,724)
    credit
  Borrowing on notes payable     -            3,501,971        -
  Repurchase of common stock (1,204,775)       (341,700)     (189,550)
  Issuance of common stock       49,048         114,011      1,743,937
                             -----------    ------------   -----------
    Net cash provided                                
    (used) by financing       1,144,273       5,812,126     (1,705,337)
     financing activities    -----------    ------------   -----------

NET INCREASE (DECREASE) IN                                 
CASH AND CASH EQUIVALENTS     7,484,041      (4,799,398)    (3,106,313)
                                                           
CASH AND CASH EQUIVALENTS AT                               
BEGINNING OF YEAR             2,683,128      10,709,405     13,815,718
                                                           
CASH AND CASH EQUIVALENTS                                  
INCLUDED IN NET CURRENT                                   
LIABILITIES OF                   -            3,226,879         -
DISCONTINUED OPERATIONS
                             -----------    ------------   -----------
CASH AND CASH EQUIVALENTS    $10,167,169    $  2,683,128   $10,709,405
AT END OF YEAR               ===========    ============   ===========


The accompanying notes are an integral part of these consolidated
statements.



RENTRAK CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 1997, 1996 AND 1995



1.  BUSINESS OF THE COMPANIES, SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES AND OTHER ITEMS:

Introduction

Rentrak Corporation (the Company) (an Oregon corporation) is
principally engaged in the processing of information regarding the
rental and sale of video cassettes and the distribution of prerecorded
video cassettes to the home video market throughout the United States
and Canada using its Pay-Per-Transaction (PPT) revenue sharing
program.

Under its PPT program, which is the Company's primary continuing
operation, the Company enters into contracts to lease video cassettes
from program suppliers (producers of motion pictures and licensees and
distributors of home video cassettes) to distribute video cassettes
which are then leased to retailers for a percentage of the rentals
charged by the retailers.

Divestitures

During the quarter ended March 31, 1996, the Company assessed its
overall business strategy and decided to divest two subsidiary units -
- The Pro Image, Inc. (Pro Image) and BlowOut Entertainment, Inc.
(BlowOut). Thus, the operations of Pro Image and BlowOut are reflected
as discontinued operations in the accompanying March 31, 1996 and 1995
statements of operations.  During fiscal year 1997, shares of BlowOut
common stock were distributed to the Company's shareholders in a "spin-
off" and Pro Image was liquidated.  Refer to Note 14 for discussion of
divestitures, reserves established by the Company related to the
discontinued operations, and the nature of management's estimates used
in determining the reserves.

Rentrak Japan

In December 1989, the Company entered into a definitive agreement with
Culture Convenience Club Co., Ltd. (CCC), the Company's joint venture
partner in Rentrak Japan, to develop the Company's PPT distribution
and information processing business in certain markets throughout the
world.

On June 16, 1994, the Company and CCC amended the agreement.  Pursuant
to this amendment, the Company will receive a royalty of 1.67% for all
sales of up to $47,905,000, plus one-half of 1% (0.5%) of sales
greater than $47,905,000 in each fiscal year.  In addition, the
Company received a one-time royalty of $2 million payable $1 million
in fiscal 1995, which has been received; and $1 million no later than
March 31, 1999.  The payment of $1 million due no later than March 31,
1999 has not been recognized as revenue by the Company due to
uncertainty of collection.  Rentrak Japan will receive additional
territories to market PPT.  In addition, the Company sold 34 shares of
Rentrak Japan to CCC for 6,800,000 Yen ($68,068), reducing the
Company's ownership in Rentrak Japan from 33-1/3% to 25%.  The term of
the Agreement was extended from the year 2001 to the year 2039.

In August 1996, the Company sold 60 shares of Rentrak Japan stock to a
Japanese corporation for $110,000.  This reduced the Company's
interest in Rentrak Japan from 25% to 10%.  In addition, the Company
received a one-time royalty payment from Rentrak Japan of $4,390,000
in August 1996.

Basis of Consolidation

The consolidated financial statements include the accounts of the
Company, its majority owned subsidiaries, and those subsidiaries in
which the Company has a controlling interest after elimination of all
intercompany accounts and transactions.  Investments in affiliated
companies owned 20 to 50% are accounted for by the equity method.

Pro Image and Team Spirit's (a 100% owned subsidiary of Pro Image)
year-ends are the last day of February.  As there are no intervening
events which materially affect the financial position or results of
operations, the consolidated financial statements include Pro Image's
balance sheet as of February 28, 1997 and February 29, 1996 and the
statements of operations and cash flows for the years ended February
28, 1996 and 1995.  Team Spirit's balance sheet as of February 28,
1997 and February 29, 1996 and the statements of operations and cash
flows for the year ending February 29, 1996 and the six-month period
ending February 28, 1995 are included in the consolidated financial
statements.  These periods are based on the acquisition dates of the
respective entities.

BlowOut's balance sheet as of March 31, 1996 and the statements of
operations and cash flows for the years ended March 31, 1996 and 1995
are included in the consolidated financial statements.

Subsequent to March 31, 1996, the Company approved plans to
discontinue the operations of Pro Image and BlowOut (Note 14).  At
March 31, 1997 and 1996, the assets and liabilities of Pro Image have
been segregated in the consolidated financial statements.  The net
assets of BlowOut have been segregated in the consolidated financial
statements at March 31, 1996 and are not reflected in the consolidated
financial statements at March 31, 1997 because the distribution of
BlowOut common stock described in Note 14 occurred in November 1996.
The statements of operations for the years ended March 31, 1997, 1996
and 1995 in the consolidated financial statements reflect these
entities as discontinued.  The 1995 cash flow statement has not been
restated to reflect discontinued operations.

Management Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period.  These estimates include
reserves on retailer financing program investments (Note 4) and
estimated losses on disposal of discontinued operations (Note 14).
Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

Investment Securities

Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities (SFAS 115),"
requires the Company to classify and account for its security
investments as trading securities, securities available for sale or
securities held to maturity depending on the Company's intent and
ability to hold or trade the securities at time of purchase.
Securities available for sale are stated on the balance sheet at their
fair market value with an adjustment to stockholders' equity to
reflect net unrealized gains and losses, net of tax.  Securities held
to maturity are stated at amortized cost.

Detail of the proceeds from the sales of available for sale securities
and realized gains and losses on sales of equity securities are as
follows:

</TABLE>
<TABLE>
<CAPTION>
         Proceeds          Gross             Gross
                           Gains             Losses
<S>      <C>               <C>               <C>  
                            
1997     $  526,000        $  318,875        $    -
                           
1996        951,394           150,288           (88,197)
                            
1995      3,027,548         2,856,716           (25,767)

</TABLE>

Unrealized losses of $147,421 were recorded in other income in the
March 31, 1996 Statement of Operations.  There were no unrealized
gains or losses recognized in the March 31, 1997 and 1995 Statement of
Operations.

Financial Instruments

A financial instrument is cash or a contract that imposes or conveys,
a contractual obligation or right, to deliver, or receive, cash or
another financial instrument.  The estimated fair value of all
material financial instruments, including retail financing program
notes receivable, approximated their carrying values at March 31, 1997
and 1996.

Inventory

Inventory consists of videocassettes held for sale and is carried at
the lower of cost (first-in, first-out method) or market value.

Property and Equipment

Depreciation of fixed assets is computed on the straight-line method
over estimated useful lives of three to five years.  Leasehold
improvements are amortized over the lives of the underlying leases or
the service lives of the improvements, whichever is shorter.

Intangibles

The Company reviews its intangible assets for asset impairment at the
end of each quarter, or more frequently when events or changes in
circumstances indicate that the carrying amount of intangibles may not
be recoverable.  To perform that review, the Company estimates the sum
of expected future undiscounted preinterest expense net cash flows
from the operating activities.  If the estimated net cash flows are
less than the carrying amount of intangibles, the Company will
recognize an impairment loss in an amount necessary to write down
intangibles to a fair value as determined from expected discounted
future cash flows.
In connection with the acquisition of Pro Image in 1994, the Company
purchased certain intangible assets totaling $6,269,050.  These assets
include customer and dealer lists, a covenant not to compete,
franchise agreements and goodwill.  In connection with the
acquisitions of Team Spirit and then Image Makers, Inc. and Barenz-
Runia, Inc., the Company purchased goodwill totaling approximately
$4.1 million and $557,000, respectively.  Prior to March 31, 1996,
these assets were being amortized on the straight-line method over a
12-year period based on the factors influencing the acquisition
decision.  The Company believed the above useful lives were
appropriate based on the factors influencing acquisition decisions.
These factors included store location, profitability and general
industry outlook.  The Company analyzes the realizability of all costs
in excess of the fair values of net assets acquired related to
acquisitions to determine if any write-down is necessary.  Due to
events which occurred during fiscal year 1996 such as continuation of
operating losses and the decision to dispose of Pro Image (including
subsidiaries), the Company's analysis determined that intangible
assets of approximately $9,300,000 were not recoverable.  Thus, the
assets were written off to their estimated fair value of $0.  These
write-offs are reflected in losses from discontinued operations during
the fiscal year ended March 31, 1996.

Revenue Recognition

The PPT agreements provide for a one-time initial order processing fee
and continuing transaction fees based on a percentage of rental
revenues earned by the retailer upon renting the video cassettes to
their customers.  The Company recognizes order processing fees as
revenue when the video cassettes are shipped to the retailers and
recognizes transaction fees when the video cassettes are rented to the
consumers.

When the Company's revenue is fixed and determinable at time of
shipment of video cassettes to the retailers, deferred revenue is
recorded and recognized as revenue in the statement of operations when
the video cassettes are rented to the consumers.  The corresponding
liability to video program suppliers for their share of the fees is
recorded to cost of sales when the revenue is recognized with a
corresponding amount to accounts payable.  The Company also charges
retailers an application fee upon admission to the PPT program.  This
fee is recognized as PPT revenue when the application to participate
in the PPT program is approved.

Stockholders and directors, or their families, own interests in
several stores participating in the PPT program.  The Company realized
revenues from these stores of $254,460, $255,568 and $426,102 during
1997, 1996 and 1995, respectively.

Income Taxes

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes"
(SFAS 109).  Under the liability method specified by SFAS 109,
deferred tax assets and liabilities are determined based on the
temporary differences between the financial statement basis and tax
basis of assets and liabilities as measured by the enacted tax rates
for the years in which the taxes are expected to be paid.

Net Income (Loss) Per Share

At March 31, 1997 and 1995 primary earnings per share are based on the
weighted average number of shares outstanding and the assumed exercise
of common stock equivalent options and warrants regardless of whether
the market price of the common stock exceeded the exercise price of
the options and warrants.  The number of treasury shares assumed to be
purchased with the proceeds from the exercise of the options and
warrants was limited to 20% of the outstanding shares at period-end.
Those purchases were assumed to have been made at the average market
price of the Company's common stock during the year.  Proceeds from
exercise of the options and warrants in excess of those used to
purchase treasury shares were assumed to have been invested in
government securities with the resultant interest income, adjusted for
appropriate tax effects, added to net income for purposes of
calculating earnings per share. For the 1997 primary earnings per
share calculation, 14,538,787 common shares and common share
equivalents were assumed outstanding and $647,155 of assumed interest
income, net of tax, was added to the Company's net income for purposes
of computing earnings per share. For the 1995 primary earnings per
share calculation, 13,397,951 common shares and common share
equivalents were assumed outstanding and $394,249 of assumed interest
income, net of tax, was added to the Company's net income for purposes
of computing earnings per share.

Fully diluted earnings per share at March 31, 1997 and 1995 are based
on the weighted average number of shares outstanding and the assumed
exercise of common stock equivalent options and warrants regardless of
whether the market price of the common stock exceeded the exercise
price of the options and warrants.   In addition, contingent warrants
were assumed to have been exercised.  The number of treasury shares
assumed to be purchased with the proceeds from the exercise of the
options and warrants was limited to 20% of the outstanding shares at
period-end.  Those purchases were assumed to have been made at the
greater of the average or ending market price of the Company's common
stock during the year.  Proceeds from exercise of the options and
warrants in excess of those used to purchase treasury shares were
assumed to have been invested in government securities with the
resultant interest income, adjusted for appropriate tax effects, to be
added to net income for purposes of calculating earnings per share.
For the 1997 fully diluted earnings per share calculation, 16,242,400
common shares and common share equivalents were assumed outstanding
and $1,007,489 of assumed interest income, net of tax, was added to
the Company's net income for purposes of computing earnings per share.
For the 1995 fully diluted earnings per share calculation, 14,317,380
common shares and common share equivalents were assumed outstanding
and $582,494 of assumed interest income, net of tax, was added to the
Company's net income for purposes of computing earnings per share.

Loss per common share and common equivalent share for 1996 was
computed based on the weighted average number of shares of common
stock and common equivalent shares outstanding, which was 12,019,273.

Foreign Operations

Foreign currency assets and liabilities are translated into U.S.
dollars at the exchange rates in effect at the balance sheet date.
Results of operations are translated at average exchange rates during
the period for revenue and expenses.  Translation gains and losses
resulting from fluctuations in the exchange rates are accumulated as a
separate component of stockholders' equity.  Translation gains or
losses were not material for any period presented.

Advertising Expense

Advertising expense, net of cooperative advertising reimbursements,
totaled $(627,371), $1,472,702 and $(95) for the years ended March 31,
1997, 1996 and 1995, respectively.

Statement of Cash Flows
<TABLE>
The Company made the following cash payments for the years ended
March 31:
<CAPTION>
                                           1997       1996      1995
                                                            
<S>                                   <C>         <C>        <C>
                                                             
INTEREST                              $ 197,642   $ 326,870  $   35,979
                                                             
INCOME TAXES, NET OF REFUNDS           (156,284)    236,545   3,288,189
                                                             
NONCASH FINANCING AND INVESTING                              
ACTIVITIES:
Decrease in equity as a result of                            
decrease in net noncurrent assets of                        
discontinued operations through        11,122,512      -         -
reduction in equity
Increase in equity as a result of                            
decrease in net current liabilities of                      
discontinued operations through                             
increase in equity                     (3,063,649)     -         -
                                       
Reclassification of notes receivable-                        
affiliate to other assets               2,800,000      -         -
Reduction of warrants                     496,913      -         -
Issuance of warrants                                   -      3,533,977
Addition to other assets through                             
issuance of common stock                    -         -        128,199
Acquisition of businesses through                            
issuance of stock                           -      5,213,125  5,111,166
                                                  
Changes in net unrealized gains (losses)                     
on investment securities through                            
adjustments to stockholders' equity      (382,576)   738,255 (1,604,929)
                                                            
</TABLE>

Recent Pronouncements

During March 1995, the Financial Accounting Standards Board issued
Statement No. 121 (SFAS 121), "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed of," which
requires the Company to review for impairment of long-lived assets,
certain identifiable intangibles, and goodwill related to those assets
whenever events or changes in circumstances indicate that the carrying
amount of an asset might not be recoverable.  In certain situations,
an impairment loss would be recognized.  The Company has adopted the
provisions of SFAS 121 which did not have a material effect on the
Company's financial statements.

During October 1995, the Financial Accounting Standards Board issued
Statement No. 123 (SFAS 123), "Accounting for Stock-Based
Compensation," which establishes a fair value-based method of
accounting for stock-based compensation plans and requires additional
disclosures for those companies that elect not to adopt the new method
of accounting.  The Company has continued to account for employee
purchase rights and stock options under APB Opinion No. 25,
"Accounting for Stock Issued to Employees."   See Note 7 for SFAS 123
disclosures.

In February 1997, the FASB issued Statement No. 128 (SFAS 128),
"Earnings Per Share," which establishes new standards for computing
and presenting earnings per share.  SFAS 128 is effective for
financial statements issued for periods ending after December 15,
1997, including interim periods.  Management has not yet determined
whether the implementation of SFAS 128 will have any impact on the
Company's earnings per share amounts.

Reclassifications

Certain amounts in the prior year's consolidated financial statements
have been reclassified to conform to the current year's presentation.

2.  INVESTMENT SECURITIES:

The carrying value and estimated fair value of marketable securities
at March 31 were as follows:

                                Unrealized  Unrealized  
                       Cost     Gross Gain  Gross Loss     Fair Value
                                                    
As of March 31, 1997:                               
  Available for sale-                               
    Noncurrent:                                     
corporate securities   $480,672 $   524,934  $ (226,656)   $  788,950
                        =======    ========    ========      ========
                                                    
As of March 31, 1996:                               
  Available for sale-                               
    Current:                                        
Corporate securities   $207,125 $  137,375   $    -        $  344,500
                       =======    ========     ========      ========

    Noncurrent:                                     
Corporate securities   $680,672 $1,118,462   $ (340,499)   $1,458,635
                       =======    ========     ========      ========

Investment securities which have limited marketability are classified
as noncurrent as management does not believe that they will be sold
within one year.

3.  PROPERTY AND EQUIPMENT:
<TABLE>
Property and equipment, at cost, consists of:

<CAPTION>
                                           March 31,
                                   1997               1996
                                       
<S>                                <C>                <C>
                                     
Furniture and fixtures             $ 4,782,463        $ 4,101,822
Machinery and equipment                403,177            399,897
Leasehold improvements               1,546,104            849,534
                                     ---------          ---------
                                     6,731,744          5,351,253
Less accumulated                    
depreciation                        (4,725,188)        (3,885,076)
                                     ---------          ---------
                                   $ 2,006,556        $ 1,466,177
                                     =========          =========
</TABLE>

4.  RETAILER FINANCING PROGRAM:

The Company has established a retailer financing program whereby on a
selective basis the Company will provide financing to video retailers
which the Company believes have the potential for substantial growth
in the industry.  In connection with these financings, the Company
typically makes a loan and/or equity investment in the retailer.  In
some cases, a warrant to purchase stock may be obtained.  As part of
such financings, the retailer typically agrees to cause all of its
current and future retail locations to participate in the PPT System
for a designated period of time.  These financings are speculative in
nature and involve a high degree of risk and no assurance of a
satisfactory return on investment can be given.  The amounts the
Company could ultimately receive could differ materially in the near-
term from the amounts assumed in establishing the reserves.

The Board of Directors has authorized the Company to make retailer
loans and or investments such that the total amount of outstanding
loans and investments is $18,000,000 or less.  As of May 1997, the
Company has invested or made oral or written commitments to loan to or
invest approximately $13,100,000 in various video retailers.  The
amounts outstanding under this program individually range from
$200,000 to $5,1000,000.  The investments are stated on the balance
sheet at their fair market value in accordance with SFAS 115.  The
notes, which have payment terms that vary according to the individual
loan agreements, are due 1997 through 2001.  Interest rates on the
various loans range from the prime rate plus 1% to the prime rate plus
2%.  Due to the nature of these loans, interest income is not
recognized until received.

The loans are reviewed for impairment in accordance with FASB
Statement No. 114 (SFAS 114), "Accounting by Creditor's for Impairment
of a Loan."  A valuation allowance has been established for the amount
by which the recorded investment in the loan exceeds the measure of
the impaired loan.  As the financings are made, and periodically
throughout the terms of the agreements, the Company assesses the
recoverability of the amounts based on the financial position of each
retailer.

As of March 31, 1997, the Company has approximately $13,100,000 in
loans and investments outstanding under the program and reserves of
approximately $10,300,000.  At March 31, 1996, the Company had
invested or loaned approximately $7,300,000 under the program and had
provided reserves of approximately $6,000,000.

<TABLE>
The activity in the total reserves for the retailer financing program
are as follows for the years ended March 31:
<CAPTION>
                                  
                       1997                1996

<S>                    <C>                  <C>
Beginning balance      $ 6,032,551          $ 3,242,850
Additions to reserve     4,307,824            2,789,701
                        ----------          -----------
Ending balance         $10,340,375          $ 6,032,551
                       ===========          ===========
</TABLE>

A substantial portion of the additions to reserve in fiscal 1997 were
established by reclassification of other reserves included in the
Company's balance sheet as of March 31, 1996.


5.  LINE OF CREDIT:

The Company has an agreement for a line of credit with a financial
institution in an amount not to exceed the lesser of $10,000,000 or
the sum of (a) 80% of the net amount of eligible accounts receivable
as defined in the agreement.  The line of credit expires on December
18, 1997.

Interest is payable monthly at the bank's prime rate plus .5% (9.0% at
March 31, 1997).  The lender has been granted the option to purchase
30,000 unregistered shares of common stock of the Company at $7 per
share, which exceeded market value at the date of grant.  The line is
secured by substantially all of the Company's assets.  The terms of
the agreement require, among other things, a minimum amount of
tangible net worth, minimum current ratio and minimum total
liabilities to tangible net worth.  The agreement also restricts the
amount of net losses, loans and indebtedness and limits the payment of
dividends on the Company's stock.  The Company is in compliance with
these covenants or has obtained waivers of noncompliance as of
March 31, 1997.  At March 31, 1997 and 1996, the Company had
$5,000,000 and $2,700,000 respectively, outstanding under this
agreement.

6.  INCOME TAXES:
<TABLE>
The provision (benefit) for income taxes from continuing operations is
as follows for the years ended March 31:

<CAPTION>
                             1997         1996         1995
<S>                          <C>          <C>         <C>
                                                
Current tax provision:                            
  Federal                    $3,113,822   $1,663,070  $1,887,414
  State                         633,637      324,606     338,067
                             ----------   ----------  ----------
                              3,747,459    1,987,676   2,225,481
                                                  
Deferred tax provision
(benefit)                       202,544   (2,582,468) (1,457,436)
                             ----------   ----------  ----------
Income tax provision
 (benefit)                   $3,950,003   $ (594,792) $  768,045
                             ==========   =========== ==========
</TABLE>

The reported provision (benefit) for income taxes differs from the
amount computed by applying the statutory federal income tax rate of
34% to income before provision (benefit) for income taxes as follows
for the years ended March 31:

<TABLE>
<CAPTION>
                                        1997        1996         1995
                                                            
<S>                                     <C>         <C>          <C>
                                                           
Provision (benefit) computed at
statutory rates                         $3,479,277  $(707,357)   $2,097,309
State taxes, net of federal benefit        418,200   (214,240)      256,331
Utilization of foreign loss 
carryforwards                                -          -        (1,143,876)
Change in valuation allowance                -          -          (953,470)
Amortization of warrants                   167,450    236,058          -
Utilization of foreign tax credit         (540,000)  (100,000)         -
Other                                      425,076    190,747       511,751
                                          --------   --------     ---------
                                        $3,950,003  $(594,792)   $  768,045
                                         =========   =========    =========
</TABLE>

Prior to 1995, the Company was uncertain as to whether the foreign
loss carryforwards could be utilized and therefore no deferred tax
asset was established.  In fiscal year 1995, it was determined that
the losses could be utilized and therefore the Company appropriately
reduced 1995 taxable income.

The total reduction in the valuation allowance during the years ended
March 31, 1997, 1996 and 1995, was $0, $0 and $953,470, respectively.

Deferred tax assets and liabilities from continuing operations are
comprised of the following components at March 31, 1997 and 1996:
<TABLE>
<CAPTION>
                                          1997               1996
<S>                                       <C>                <C>
                                                   
Deferred tax assets:                                
  Current-                                          
    Vacation accrual                      $    -             $  104,948
    Allowance for doubtful accounts          155,539            238,600
    Retailer-related accruals              1,147,610          1,081,039
    Legal settlement accrual                    -                76,000
    Unrealized gain on investment
    securities                                  -               (52,203)
    Other                                     61,915            (95,158)
                                          ----------         -----------
Total current deferred tax assets          1,365,064          1,353,226
                                          ----------          ---------
  Noncurrent-                                       
    Depreciation                             389,670            128,077
    Retailer financing program reserve     2,595,126          2,384,798
    Program supplier reserves                665,252            598,800
    Unrealized (gain) loss on investments    (57,326)          (221,527)
    Other                                     44,841             28,690
                                          ----------          ---------
Total noncurrent deferred tax assets       3,637,563           2,918,838
                                          ----------          ---------
Total deferred tax assets                 $5,002,627          $4,272,064
                                          ==========          ==========
</TABLE>

7.  STOCKHOLDERS' EQUITY:

Stock Options and Warrants

Options are granted under the 1986 Stock Option and the Directors'
Stock Option Plans, which are administered by the Board of Directors,
at an exercise price equal to fair market value as of the date of
grant.  Options under the 1986 Stock Option Plan are generally
exercisable over four to ten years and expire ten years after date of
grant.  Options under the Directors' Stock Option Plan are generally
exercisable over one to five years and expire five years after date of
grant.  As of March 31, 1997, the Company has 66,600 options available
to be granted under the Directors' Stock Option Plan.  Thre are no
options available under the 1986 Stock Option Plan as the Plan expired
during fiscal year 1997.

The Company has elected to account for its stock-based compensation
plans in accordance with APB No. 25, under which no compensation
expense has been recognized.  The Company has computed for pro forma
disclosure purposes the value of all options granted during fiscal
years 1997 and 1996, using the Black-Scholes option pricing model as
prescribed by SFAS No. 123 and the following assumptions:

<TABLE>
<CAPTION>
                            1997              1996
<S>                         <C>               <C>
                                   
Risk-free interest rate     5.12 - 5.29%      5.02 - 5.86%
Expected dividend yield     0%                0%
Expected lives              4.6 - 10 years    5 - 10 years
Expected volatility         58.90%            58.86%
</TABLE>

Adjustments were made for options forfeited prior to vesting.  Had
compensation expense for these plans been determined in accordance
with SFAS No. 123, the Company's net income (loss) and earnings (loss)
per share reflected on the March 31, 1997 and 1996 statement of
operations would have been the following unaudited pro forma amounts:
<TABLE>
<CAPTION>
                            1997               1996
<S>                         <C>                  <C>
                                   
Net income (loss)                  
  As reported               $6,283,165           $(32,285,669)
  Pro forma                  5,784,529            (32,645,669)
                                  
Earnings (loss) per                
share
  As reported               $      .45           $      (2.68)
  Pro forma                        .42                  (2.72)
</TABLE>

Because the FASB Statement No. 123 method of accounting has not been
applied to options granted prior to March 31, 1995, the resulting pro
forma compensation expense may not be representative of that to be
expected in future years.

The table below summarizes the plans' activity:
<TABLE>
                                       Options Outstanding
                                    -------------------------
<CAPTION>
                               Number                   Weighted
                               of                       Average
                               Shares                   Exercise Price
<S>                            <C>                      <C>
                                         
Balance at March 31, 1994      1,158,806                $4.65
                                         
Granted:                                 
  Option price > fair market     210,478                 6.85
value
  Option price < fair market   1,479,628                 5.64
value
Issued                           (87,683)                2.40
Canceled                         (38,061)                5.36
                               ---------                 -----
Balance at March 31, 1995      2,723,168                 5.41
                                         
Granted:                                 
  Option price = fair market      55,000                 6.06
value
  Option price > fair market     358,580                 5.28
value
  Option price < fair market     462,677                 4.92
value
Issued                           (47,270)                2.02
Canceled                        (459,547)                6.67
                                ---------               -----
Balance at March 31, 1996      3,092,608                 5.20
                                         
Granted:                                 
  Option price = fair market      25,000                 5.00
value
  Option price > fair market      78,204                 5.10
value
Issued                           (35,025)                1.56
Adjustment for spin-off          222,408   
Canceled                        (427,072)                6.04
                               ---------                -----
Balance at March 31, 1997      2,956,123                $4.72
                               =========                =====
The weighted average fair value of options granted during the years
ended March 31, 1997, 1996 and 1995 was $3.42, $3.32 and $3.36,
respectively.
</TABLE>

The following table summarizes information about stock options
outstanding at March 31, 1997:

<TABLE>
<CAPTION>
            Options Outstanding              Options Exercisable
            -----------------------------    -----------------------
<C>              <C>          <C>            <C>        <C>          <C>

                              Weighted                      
                 Outstanding  Average        Weighted   Exercisable  Weighted
Range of         as of        Remaining      Average    as of        Average
Exercise         March 31,    Contractual    Exercise   March 31,    Exercise
Prices           1997         Life           Price      1997         Price
                                                     
$1.00-$2.59      121,669      2.5            $1.359     121,669      $1.36
 2.60- 6.49    2,816,859      6.8              4.84   1,315,470       4.92
 6.50- 9.00       17,595      3.6              7.71      17,595       7.71
               ---------                              ---------  
$1.00- 9.00    2,956,123      6.6              4.72   1,454,734       4.65
               =========                              =========  
</TABLE>

In November 1996, the Company adjusted the number of shares of common
stock issued and outstanding to employees under the 1986 stock option
plan.  The adjustment, which increased the number of shares
outstanding by 222,408 shares, also included a reduction in the
exercise price.  This adjustment was done to equalize the options'
values before and after the distribution of the common stock of
BlowOut in November 1996 (Note 14).

Effective March 31, 1997, the Company adopted the 1997 Non-Officer
Employee Stock Option Plan.  The aggregate number of shares which may
be issued upon exercise of options under the plan shall not exceed
200,000.  The plan is administered by the Stock Option Committee of
the Board who determines the terms and conditions of options issued
under the plan.  On April 1, 1997, 81,700 options were issued to
employees at an exercise price of $2.875.

In September 1994, a program supplier exercised warrants to acquire
250,000 shares of the Company's common stock for $5.19 per share.  The
warrants were granted in 1991.

In connection with the secondary offering in May 1991, the Company
issued to its investment banker a warrant to purchase 147,500 shares
of the Company's common stock.  The exercise price per share of $8.90
equaled market value at the date of grant.  The warrants expired
unexercised on May 22, 1997.

In August 1992, the Company entered into an agreement with a service
supplier to use and sublease certain software on the PPT system.  As
part of the agreement, the Company paid a licensing fee of $188,000,
sold 251,889 shares of common stock for $7.00 per share ($1,763,223),
which approximated market value at date of transaction, and granted a
warrant to purchase 251,889 shares of common stock at an exercise
price of $9.50 per share, which exceeded market value at the date of
grant, through August 1997.  In November, 1996, the Company adjusted
the number of shares of common stock under the warrant to 273,022 and
decreased the price to $8.765.  This adjustment was done in connection
with the distribution of the common stock of BlowOut in November 1996
(Note 14).  The adjustment was done pursuant to the
supplier's agreement which requires the Company to adjust the warrant
if a distribution of the Company's assets occurs. The licensing fee
was capitalized in other assets and was being amortized over five
years, the life of the licensing agreement.  In fiscal year 1995, the
asset was written down to zero as the agreement was terminated.

In September 1992, the Company agreed to issue warrants to buy up to
1,000,000 shares of the Company's common stock at an exercise price of
$7.14 per share, which approximated market value at date of grant.
The warrants were issued  in connection with entering into a long-term
licensing agreement with a program supplier.  Certain contractual
arrangements must be performed by the program supplier, however,
before any warrants are issued.  At March 31, 1997, all warrants had
been issued. In November 1996, the Company adjusted the number of
shares of common stock under the warrant to 1,083,900 and decreased
the price to $6.587.  This adjustment was done in connection with the
distribution of the common stock of BlowOut in November 1996
(Note 14).  The adjustment was done pursuant to the supplier's
agreement which requires the Company to adjust the warrant if a
distribution of the Company's assets occurs.

In July 1994, the Company agreed to issue warrants to buy up to
2,673,750 shares of the Company's common stock at an exercise price of
$7.13 per share, which approximated market value at date of grant.
The warrants were issued in connection with entering into a long-term
licensing agreement with a program supplier.  During fiscal 1997,
1,250,000 shares were canceled and therefore the unamortized value of
$496,913 was adjusted through the Company's statement of stockholders'
equity. In November 1996, the Company adjusted the number of shares of
common stock under the warrant to 1,543,203 and decreased the price to
$6.578.  This adjustment was done in connection with the distribution
of the common stock of BlowOut in November 1996 (Note 14).  The
adjustment was done pursuant to the supplier's agreement which
requires the Company to adjust the warrant if a distribution of the
Company's assets occurs.

As a result of the July 1994 agreement discussed above, the Company
issued warrants to acquire 423,750 shares of the Company's common
stock to another program supplier under a "favored nations" clause in
the contract with that program supplier.  These warrants were also
issued at an exercise price of $7.13 per share, which approximated
market value at date of grant. In November 1996, the Company adjusted
the number of shares of common stock under the warrant to 459,303 and
decreased the price to $6.578.  This adjustment was done in connection
with the distribution of the common stock of BlowOut in November 1996
(Note 14).  The adjustment was done pursuant to the supplier's
agreement which requires the Company to adjust the warrant if a
distribution of the Company's assets occurs.

All warrants which the Company agreed to issue in 1995 have been
valued by an outside valuation firm using standard warrant valuation
models.  The value of the warrants of $3,533,977 has been recorded in
the equity section and will be amortized over the associated periods
to be benefited by each group of warrants.  For 1997, 1996 and 1995,
expense associated with the warrants was $492,503, $674,289, and
$467,114, respectively.

In May 1995, the Board of Directors approved a shareholders' rights
plan designed to ensure that all of the Company's shareholders receive
fair and equal treatment in the event of any proposal to acquire
control of the Company.  Under the rights plan, each shareholder will
receive a dividend of one right for each share of the Company's
outstanding common stock, entitling the holders to purchase one
additional share of the Company's common stock.  The rights become
exercisable after any person or group acquires 15% or more of the
Company's outstanding common stock, or announces a tender offer which
would result in the offeror becoming the beneficial owners of 15% or
more of the Company's outstanding stock.  Provided, however, that the
Board of Directors, at their discretion may waive this provision with
respect to any transaction or may terminate the rights plan in its
entirety.

8.  ACQUISITIONS:

Entertainment One, Inc. Acquisition

On August 31, 1994, the Company acquired 169,230 newly issued shares
of common stock of Entertainment One, Inc. (E-1) valued at $338,460 in
lieu of a financing fee associated with $1,700,000 of financing
provided by the Company to E-1.  On December 1, 1994, the Company
acquired 500,000 newly issued shares of common stock in E-1 at $2.00
per share.  Following the acquisition, the Company owned approximately
9.6% of the outstanding shares of E-1.  On May 26, 1995, the Company
purchased 3,200,000 shares of common stock of E-1 from an E-1
stockholder at $.004 per share.  Following the acquisition, the
Company owned approximately 57% of the outstanding shares of E-1.

In connection with this acquisition, the five "stand-alone" video
stores owned by E-1 were sold in June 1995 for approximately
$1,100,000.  These assets were valued at their net realizable value
when allocating the purchase price to the assets acquired and
liabilities assumed.

On October 20, 1995, the Company purchased from E-1 $985,591 principal
amount of convertible debentures, all of which were converted into
13,798,275 shares of common stock of E-1 on December 15, 1995.  Also
on December 15, 1995, the Company converted a $2,000,000 line of
credit that it had provided to E-1 into 28,000,000 shares of common
stock of E-1.  Following these transactions, the Company owned 93% of
the outstanding shares of E-1.

The results of operations of the acquired stores for the ten-month
period ended March 31, 1996, have been included in the results of
discontinued operations of the Company.

Supercenter Entertainment Corporation Acquisition

On August 31, 1995, the Company acquired certain assets and assumed
certain liabilities of Supercenter Entertainment Corporation (SEC),
which constituted the Wal-Mart and Kmart "store within a store" video
retail operations of SEC.

The total cost of the SEC acquisition of $5,200,000 was provided by
issuing 878,000 shares of common stock with an aggregate market value
of approximately $5,200,000.

The results of operations of the acquired stores for the seven-month
period ended March 31, 1996, are included in the results of
discontinued operations of the Company.

The purchase method of accounting was used to record both the E-1 and
SEC acquisitions.  As a result of the SEC and E-1 acquisitions, costs
in excess of underlying net asset values of approximately $5,200,000
were recorded to intangible assets, consisting of goodwill and
favorable lease contracts.

If the E-1 acquisition and the SEC acquisition had occurred at the
beginning of the year ended March 31, 1996, revenues, net loss from
continuing operations and net loss per common share and common share
equivalent from continuing operations would not be impacted as the E-1
and SEC operations were discontinued in the year ended March 31, 1996,
and the results of the related business segment (video retail) are not
included in revenues, net loss from continuing operations, and net
loss per common share and common share equivalent from continuing
operations in any periods presented in the consolidated statements of
operations (Note 14).

The following table presents the unaudited pro forma results of
discontinued operations for the years ended March 31, 1996 and 1995 as
if the E-1 acquisition and the SEC acquisition had been consummated at
the beginning of the period.  These pro forma results have been
prepared for comparative purposes only and do not purport to be
indicative of what would have occurred had the acquisitions been
consummated at the beginning of the period.

<TABLE>
<CAPTION>
                                        Year Ended March 31,
                                        ---------------------
                                        1996            1995
                                                    
                                        (Unaudited)
<S>                                     <C>             <C>
                                                    
Revenue from discontinued operations    $ 61,047,768    $36,519,143
Net loss from discontinued operations    (18,984,378)    (5,169,918)
Net loss per share from discontinued
operations                                     (1.53)         (0.30)

</TABLE>

9.  COMMITMENTS:

Leases

The Company leases certain facilities and equipment under operating
leases expiring at various dates through 2008.  Rental payments over
the term of the leases exceeding one year are as follows:

<TABLE>
Year ending March 31,        
<S>                 <C>
          
1998                $ 1,722,469
1999                  1,747,217
2000                  1,707,892
2001                  1,708,048
2002                  1,738,301
2003 and thereafter   7,672,968
                     ---------
                    $16,296,895
</TABLE>             ==========

The leases provide for payment of taxes, insurance and maintenance by
the Company.  The Company also rents vehicles and equipment on a short-
term basis.  Rent expense under operating leases was $1,477,651,
$1,319,271 and $1,030,640 for the years ended March 31, 1997, 1996 and
1995, respectively.

Guarantees and Advances

The Company has entered into several guarantee contracts with program
suppliers providing titles for distribution under the PPT system.  In
general, these contracts guarantee the suppliers minimum payments.  In
some cases these guarantees were paid in advance.  Any advance
payments that the Company has made and will be realized within the
current year are included in advances to program suppliers.  The long-
term portion is included in other assets.  Both the current and long-
term portion are amortized to cost of sales as revenues are generated
from the related cassettes.

The Company, using empirical data, estimates the projected revenue
stream to be generated under these guarantee arrangements and accrues
for projected losses or reduces the carrying amount of advances to
program suppliers for any guarantee that it estimates will not be
fully recovered through future revenues.  As of March 31, 1997, the
Company has recorded approximately $1,769,000 for potential losses
under such guarantee arrangements.

The Company has guaranteed BlowOut's liabilities to certain vendors
for video tape purchases and for equipment purchases at BlowOut
stores.  At March 31, 1997, the amount owed by BlowOut for these
purchases was approximately $553,000.

The Company is the principal creditor of BlowOut.  The Company has
agreed to guarantee up to $7 million of indebtedness of BlowOut
(Guarantee).  The Guarantee expires with respect to any future
borrowings on the earlier of (i) December 31, 1997 or (ii) such time
as the total indebtedness of BlowOut subject to the Rentrak Guarantee
is equal to $7 million.  During the term of the Rentrak Guarantee,
and/or so long as any guarantee is thereunder outstanding, BlowOut has
agreed to pay the Company a weekly fee at a rate equal to .02% per
week of then-currently outstanding indebtedness subject to the Rentrak
Guarantee.  BlowOut has executed a $3.0 million note in favor of the
Company which accrues interest at 9% per annum and is due in April
1999.  At March 31, 1997, the total outstanding balance of the debt
under such note, including accrued interest, was $3.3 million.

In July 1996, BlowOut obtained a credit facility (the Credit Facility)
in an aggregate principal amount of $2 million for a five-year term.
Amounts outstanding under the Credit Facility bear interest at a fixed
rate per annum equal to 13.98%.  Pursuant to the terms of the Rentrak
Guarantee, the Company agreed to guarantee any amounts outstanding
under the Credit Facility until the lender is satisfied, in its sole
discretion, that BlowOut's financial condition is sufficient to
justify the release of the Company's guarantee.  As of March 31, 1997,
BlowOut had borrowed approximately $1,376,000 under the Credit
Facility.

In August 1996, BlowOut obtained a revolving line of credit (Line of
Credit) in a maximum principal amount at one time outstanding of
$5 million.  Under the Line of Credit, BlowOut may only draw up to 80%
of the Orderly Liquidation Value (as defined in the Line of Credit) of
eligible new and used cassette inventory.  Advances under the Line of
Credit bear interest at a floating rate per annum equal to the Bank of
America Reference Rate plus 2.75% (11.25% as of March 31, 1997).  The
term of the Line of Credit is three years.  The Company has agreed,
under certain circumstances in the event of default under the Line of
Credit, to repurchase BlowOut's cassette inventory at specified
amounts.  As of March 31, 1997, BlowOut had borrowed approximately
$3,012,000 under the Line of Credit.

10.  CONTINGENCIES:

The Company is subject to certain legal proceedings and claims which
arise in the ordinary course of its business.  In the opinion of
management, the amount of any ultimate liability with respect to these
actions will not materially affect the financial position or results
of operation of the Company.

11.  RENTRAK JAPAN:

As is discussed in Note 1, the Company reduced its  one-fourth
interest in Rentrak Japan to 10% in August 1996. Summarized financial
data for the joint venture for the years in which the Company
accounted for the investment on the equity method, after translation
to U.S. currency, is as follows:
<TABLE>
<CAPTION>
                           March 31, 
                           1996             1995
                                      
<S>                        <C>              <C>
                                     
Current assets             $34,123,179      $39,809,085
Noncurrent assets            7,792,028        5,543,661
                                      
Current liabilities         37,440,434       44,460,125
Noncurrent liabilities       4,307,679        4,252,586
Shareholders' equity
(deficit)                      167,094       (3,359,965)

Net sales                  115,912,094       88,382,895
Cost of sales               77,291,283       59,935,511
Net income (loss)            2,920,047         (760,946)
</TABLE>

As of March 31, 1993, the Company's investment has been written down
to zero.  The Company has provided no guarantee or other financial
commitments for the investee which would require the recognition of
additional losses in 1995 and 1994 from the investee under the equity
method.  During 1997 and 1996, no income was recognized by the Company
as the Company's share of net income does not exceed the net losses
not recognized during the period the equity method was suspended.

12.  EMPLOYEE BENEFIT PLANS:

At January 1, 1991, the Company established an employee benefit plan
(the 401(k) Plan) pursuant to Section 401(k) of the Internal Revenue
Code for certain qualified employees.  Contributions made to the
401(k) Plan are based on percentages of employees' salaries.  The
amount of the Company's contribution is at the discretion of Board of
Directors.  Contributions under the 401(k) Plan for the years ended
March 31, 1997, 1996 and 1995 were $57,743, $40,436 and $35,347,
respectively.

The Company has an Employee Stock Purchase Plan (the Plan).  The Board
of Directors has reserved 200,000 shares of the Company's common stock
for issuance under the Plan, of which 156,626 shares remain authorized
and available for sale to employees.

All employees meeting certain eligibility criteria may be granted the
opportunity to purchase common stock, under certain limitations, at
85% of market value.  Payment is made through payroll deductions.

Under the Plan, employees purchased 8,685 shares for aggregate
proceeds of $36,520, 5,059 shares for aggregate proceeds of $28,781
and 11,062 shares for aggregate proceeds of $78,449 in 1997, 1996 and
1995, respectively.

13.  BUSINESS SEGMENTS, SIGNIFICANT SUPPLIERS AND MAJOR CUSTOMER:
<TABLE>
Business Segments - Continuing Operations
<CAPTION>
                                                              
                                   1997          1996          1995
<S>                                <C>           <C>           <C>

Net sales (1):                                             
  PPT                              $106,038,728  $108,279,012  $79,793,584
  Other                              10,536,922     5,396,884    4,754,315
                                   $116,575,650  $113,675,896  $84,547,899
                                   ============  ============  ===========
Income (loss) from operations:                             
  PPT                              $  9,063,932  $ (2,574,745) $ 2,886,841
  Other                                 170,168      (186,387)    (240,325)
                                   ------------  ------------- -----------
                                   $  9,234,100    (2,761,132)   2,646,516
                                   ============  =============   ==========
Identifiable assets (1), (2):                              
  PPT                              $ 42,163,519  $ 77,784,888  $60,757,741
  Sports apparel                      -              -          22,610,120
  Retail video                        -              -           1,101,399
  Other                               3,067,669     2,380,608    1,973,659
                                   ------------  ------------  -----------
                                   $ 45,221,188  $ 80,165,496  $86,442,919
                                   ============  ============  ===========
Depreciation:                                              
  PPT                              $    725,898  $    806,416  $   698,979
  Other                                 165,959       208,421      160,925
                                   ------------  ------------  -----------
                                   $    891,857  $  1,014,837  $   859,904
                                   ============  ============  ===========
Amortization:                                              
  PPT                              $    183,261  $  1,520,445  $   847,620
  Other                               -              -             156,924
                                   ------------  ------------  -----------
                                   $    183,261  $  1,520,445  $ 1,004,544
                                   ============  ============  ===========
Capital Expenditures:                                      
  PPT                              $  1,212,122  $    640,821  $   430,021
  Other                                 242,269        11,679        -
                                   ------------  ------------  -----------
                                   $  1,454,391  $    652,500  $   430,021
                                   ============  ============  ===========
</TABLE>
<TABLE>
Business Segments - Discontinued Operations

                                                               
<CAPTION>
                                   1997          1996          1995
<S>                                <C>           <C>           <C>
Net sales:                                                  
  Sports apparel                   $  -          $39,131,760   $26,363,211
  Retail video                        -           17,466,804     1,255,121
                                    ----------   -----------   -----------
                                   $  -          $56,598,564   $27,618,332
                                    ==========   ===========   ============
Income (loss) from discontinued                             
  operations:
    Sports apparel                 $  -          $(4,576,815)  $   270,176
    Retail video                      -           (6,568,656)     (467,223)
                                    ----------  -------------     ----------
                                   $  -          $(11,145,471) $  (197,047)
                                    ==========  =============  ============
Depreciation:                                               
  Sports apparel                   $  -          $    968,180  $   438,871
  Retail Video                        -             3,051,476      143,097
                                    ----------    -----------   ----------
                                   $  -          $  4,019,656  $   581,968
                                    ==========   ===========    ==========
Amortization:                                               
  Sports apparel                   $  -          $ 10,195,094  $   684,889
  Retail video                        -               504,500       20,245
                                    ----------    -----------   ----------
                                    $ -            10,699,594      705,134
                                    ==========  ===========      ==========
Capital Expenditures, net of                                
acquisitions:
  Sports apparel                    $ -          $  1,774,507  $   832,621
  Retail video                        -             7,716,315       10,438
                                    ----------    -----------   ----------
                                    $ -          $  9,490,822  $   843,059
                                    ==========     ===========  ==========

(1)Total amounts differ from those reported on the consolidated
   financial statements as intercompany transactions and investments
   in subsidiaries are not eliminated for segment reporting purposes.
(2)1995 identifiable assets have not been restated for discontinued
   operations.
</TABLE>

The Company has one program supplier that supplied product that
generated 43%, a second that generated 23%, and a third that generated
15% of the Company's revenues for the year ended March 31, 1997.  The
Company has one program supplier that supplied product that generated
39%, a second that generated 21%, and a third that generated 15% of
the Company's revenues for the year ended March 31, 1996.  The Company
has one program supplier that supplied product that generated 26%, a
second that generated 17%, and a third that generated 15% of the
Company's revenues for the year ended March 31, 1995.  There were no
other program suppliers who provided product accounting for more than
10% of sales for the years ended March 31, 1997, 1996 and 1995.

The Company currently receives a significant amount of product from
one program supplier.  Although management does not believe that this
relationship will be terminated in the near term, a loss of this
supplier could have an adverse affect on operating results.

One customer accounted for 13%, 10% and 14% of the Company's revenues
in 1997, 1996 and 1995, respectively.

14.  DISCONTINUED OPERATIONS:

During fiscal year 1997, the Company disposed of substantially all the
net assets of Pro Image through either sale or closure of the stores.

Pro Image is accounted for as discontinued operations and,
accordingly, its operations are segregated in the accompanying
statement of operations.  Pro Image incurred losses from operations,
net of income tax benefit, of approximately $1,926,000 and $12,720,000
(including a write-off of intangible assets of $9,300,000 (Note 1))
for the years ended February 28, 1997 and February 29, 1996,
respectively.  These amounts were included in loss on disposal and
loss from operations of discontinued subsidiaries in the March 31,
1996 accompanying statement of operations.  The Company also accrued
at March 31, 1996 other costs of approximately $6,700,000 associated
with the disposition such as professional fees and a write-down of the
assets to their estimated realizable value.  A deferred tax asset
related to these costs of approximately $3,380,000 was also recorded
with a valuation allowance reserve against the entire asset.  These
other costs and write-down costs are included in loss on disposal of
subsidiaries in the accompanying statement of operations for the
fiscal year ended March 31, 1996.

Net current liabilities of Pro Image at March 31, 1997 of
approximately $200,000 represent accrued liabilities remaining to be
paid.  Net noncurrent assets of Pro Image which are included in net
noncurrent assets of discontinued operations in the accompanying
balance sheet at March 31, 1996, are comprised primarily of property
and equipment and long-term debt.  Net current liabilities of Pro
Image which are included in net current liabilities of discontinued
operations in the accompanying balance sheet at March 31, 1996, are
comprised primarily of inventory, receivables, accounts payable,
accrued liabilities, estimated operating losses to be incurred by Pro
Image through the disposal date and other costs associated with the
disposition.

On November 26, 1996, the Company made a distribution to its
shareholders of 1,457,343 shares of common stock (the BlowOut Common
Stock) of BlowOut pursuant to a Reorganization and Distribution
Agreement (Distribution Agreement) dated as of November 11, 1996,
between the Company and BlowOut.  Pursuant to the Distribution
Agreement, each holder of common stock of the Company received one
share of BlowOut Common Stock for every 8.34 shares of the Company's
common stock owned of record by such holder on November 18, 1996.  The
distributed shares of BlowOut Common Stock represented approximately
60% of the outstanding shares of BlowOut Common Stock.  As a result of
the distribution, the March 31, 1997 consolidated financial statement
reflect the elimination of the net assets and liabilities related to
BlowOut and the reduction of the Company's ownership in BlowOut to
approximately 9.9% of the outstanding BlowOut Shares.  The operations
of BlowOut are reflected as discontinued operations in the March 31,
1996 consolidated financial statements.

BlowOut is accounted for as discontinued operations and, accordingly,
its operations are segregated in the March 31, 1996 accompanying
statement of operations.  BlowOut incurred losses from operations, net
of income tax benefit, of approximately $4,000,000 and $5,980,000 for
the period ended November 26, 1996 and for the year ended March 31,
1996, respectively.  These amounts are included in loss from
operations and loss on disposal of discontinued subsidiaries in the
March 31, 1996, accompanying statement of operations.  The Company
also accrued at March 31, 1996, professional fees of approximately
$600,000 associated with the disposition.  A deferred tax asset
related to these costs of approximately $1,158,000 was also recorded
with a valuation allowance reserve against the entire asset.  These
fees and valuation allowances are included in loss on disposal of
subsidiaries in the accompanying statement of operations.

Net current liabilities of discontinued operations at March 31, 1997
include approximately $4,400,000 relating to BlowOut for amounts
reserved for contingencies not yet settled as of March 31, 1997.  Net
noncurrent assets of BlowOut included in net noncurrent assets of
discontinued operations in the accompanying balance sheet at March 31,
1996, are comprised primarily of rental inventory, property and
equipment, intangibles, and long-term debt.  Net current liabilities
of BlowOut which are included in net current liabilities of
discontinued operations in the accompanying balance sheet at March 31,
1996, are comprised primarily of cash, inventory, accounts payable,
accrued liabilities, estimated operating losses to be incurred by
BlowOut through the disposal date and other costs associated with the
disposition.

During the year ended March 31, 1997, the Company provided for
additional losses related to the spinoff of BlowOut, net of tax
benefit of $741,000 in the amount of approximately $7,500,000.  A
deferred tax asset related to these costs of approximately $3,165,000
was also recorded with a valuation allowance reserve against the
entire asset.  The additional losses relate to contingencies which are
not settled as of March 31, 1997.  These additional losses were offset
by an adjustment to the estimated loss on disposal of Pro Image.  Due
to higher than anticipated sales proceeds from the sale of the Pro
Image stores and franchise and recognition of previously reserved
deferred tax assets of approximately $4,000,000, the Company recorded
a gain of approximately $7,500,000.  Therefore, there was no net
impact on the March 31, 1997 statement of operations of these
adjustments to gain or loss on disposal of discontinued operations.

Revenues, operating costs and expenses, other income and expenses, and
income taxes for fiscal year 1995 have been reclassified for amounts
associated with the discontinued operations.

Revenues from such operations for the periods ended March 31, were as
follows:
<TABLE>
<CAPTION>
                1997                1996             1995
<S>             <C>                 <C>              <C>
                                     
Pro Image       $24,071,011         $39,131,760      $26,363,211
BlowOut          20,451,070          17,466,804        1,255,121
</TABLE>

Net current liabilities of discontinued operations include
management's best estimates of the anticipated losses from
discontinued operations through the final resolution of all
contingencies related to the disposition of the two subsidiaries.  The
estimates are based on an analysis of the costs which may be incurred
to dispose of the entities.  The amounts the Company will ultimately
incur could differ materially in the near term from the amounts
assumed in arriving at the loss on disposal of the discontinued
operations.

<TABLE>
RENTRAK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995

<CAPTION>
                                                                 Net Unrealized 
                                   Common Stock    Capital in    Gain (Loss)
                               Number of           Excess of     on Investment    Accumulated
                               Shares     Amount   Par Value     Securities       Deficit        Warrants     Total
<S>                              <C>         <C>      <C>           <C>              <C>            <C>          <C>

BALANCE AT MARCH 31, 1994        10,224,057  $10,224  $34,272,263   $1,434,182       $ (6,194,016)  $    -       $  29,522,653 
 Repurchase of common stock         (38,300)     (38)    (189,512)        -                  -           -            (189,550)
 Issuance of common stock           364,445      364     1,549,25         -                  -           -           1,549,621
 Issuance of common stock for
 acquisitions                       639,561      640    5,110,526         -                  -           -           5,111,166
 Issuance of common stock under                                                       
 employee stock options plans        87,483       87      322,428         -                  -           -             322,515
 Net income                            -          -          -            -             5,113,523        -           5,113,523
 Change in net unrealized gain                                                        
 (loss) on investment securities       -          -          -      (1,604,929)              -           -          (1,604,929)
 Issuance of warrants                  -          -     3,533,977         -                  -      (3,533,977)           -
 Amortization of warrants              -          -          -            -                  -         467,114         467,114
                                    -------     -----    --------    ---------          --------     --------        --------
BALANCE AT MARCH 31, 1995         11,277,246   11,277  44,598,939     (170,747)        (1,080,493)  (3,066,863)     40,292,113
 Repurchase of common stock          (69,300)     (69)   (341,631)        -                  -            -           (341,700)
 Issuance of common stock            883,000      883   5,230,577         -                  -            -          5,231,460
 Issuance of common stock under                                                       
 employee stock option plans          47,270       47      95,629         -                  -            -             95,676
  Net loss                              -         -          -            -           (32,285,669)        -        (32,285,669)
  Change in net unrealized gain                                                        
  (loss) on investment securites        -         -          -        738,255                -            -            738,255
  Amortization of warrants              -         -          -           -                   -         674,289         674,289
                                    -------     -----     --------   ---------         --------      --------       --------
BALANCE AT MARCH 31, 1996         12,138,216   12,138   49,583,514    567,508         (33,366,162)  (2,392,574)     14,404,424
                                                                                       
  Repurchase of common stock        (325,800)    (326)  (1,204,449)      -                   -            -         (1,204,775)
  Issuance of common stock under                                                       
  employee stock option plans         35,025       35       49,013       -                   -            -             49,048
  Net income                            -         -           -          -              6,283,165         -          6,283,165
  Distribution of common stock
  in BlowOut                            -         -           -          -              (8,369,732)       -         (8,369,732)
  Change in net unrealized gain                                                        
  (loss) on investment securities       -         -           -       (382,576)               -           -           (382,576)
  Amortization of warrants              -         -       (496,913)       -                   -         989,416        492,503
                                    -------     -----      --------   ---------        --------         --------      --------
BALANCE AT MARCH 31, 1997         11,847,441  $11,847  $47,931,165   $ 184,932        $(35,452,729) $(1,403,158)  $ 11,272,057
                                  ==========  =======  ===========   ==========       ============= ============  ============
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

<TABLE>
 Rentrak Corporation
 Valuation and Qualifying Accounts
 Schedule II

<CAPTION>
                              Balance At    Charged  To      Charged                            Balance At
                              Beginning      Cost And       To Other                              End Of
 Year Ended:                  Of Periods     Expenses       Accounts              Recoveries     Periods
<S>                             <C>           <C>            <C>                  <C>            <C>

 Allowance For Doubtful
  Accounts
  March 31, 1995                1,224,966     (2,984,899)       -                   2,402,513       642,580
  March 31, 1996                  642,580     (2,327,028)      (332,692)  (1)       2,645,035       627,895
  March 31, 1997                  627,895     (3,564,065)       (95,000)            3,440,483       409,313

 Advances To Program
  Suppliers Reserves
  March 31, 1995                        0        572,300        -                     -             572,300
  March 31, 1996                  572,300      1,345,406        -                     -           1,917,706
  March 31, 1997                1,917,706       (149,192)       -                     -           1,768,514

 Inventory Reserve
  March 31, 1995                        0        336,046        -                     -             336,046
  March 31, 1996                  336,046        -             (336,046)  (1)         -                   0
  March 31, 1997                        0        -              -                     -                   0

 Other Current Assets -
 Retailer Financing
  Program Reserve
  March 31, 1995                        0        267,938        -                     -             267,938
  March 31, 1996                  267,938        846,582        -                     -           1,114,520
  March 31, 1997                1,114,520        -           (1,114,520)  (2)         -                   0

 Other Assets -
 Retailer Financing
  Program Reserve
  March 31, 1995                        0      2,974,912        -                     -           2,974,912
  March 31, 1996                2,974,912      1,943,119        -                     -           4,918,031
  March 31, 1997                4,918,031       (771,973)     5,164,396 (1)(2)    1,029,921      10,340,375


(1) Transferred from (to) Discontinued Operations.
(2) Reclassified from Other Current Assets to Other Assets.
</TABLE>

    
                              PART III
    
    
    ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
    REGISTRANT
    
        Pursuant to General Instruction G(3) to Form 10-K, the
    information called for by this item 10 is incorporated by
    reference from the Company's definitive Proxy Statement for
    its 1997 Annual Meeting of Shareholders filed with the
    Securities and Exchange Commission pursuant to Regulation
    14A under the Securities Exchange Act of 1934, as amended.
    See "Election of Directors" and "Executive Officers".
    
    
    
    ITEM 11. EXECUTIVE COMPENSATION
    
        Pursuant to General Instruction G(3) to Form 10-K, the
    information called for by this item 11 is incorporated by
    reference from the Company's definitive Proxy Statement for
    its 1997 Annual Meeting of Shareholders filed with the
    Securities and Exchange Commission pursuant to Regulation
    14A under the Securities Exchange Act of 1934, as amended.
    See "Executive Compensation.
    
    
    
    ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT
    
        Pursuant to General Instruction G(3) to Form 10-K, the
    information called for by this item 12 is incorporated by
    reference from the Company's definitive Proxy Statement for
    its 1997 Annual Meeting of Shareholders filed with the
    Securities and Exchange Commission pursuant to Regulation
    14A under the Securities Exchange Act of 1934, as amended.
    See "Security Ownership of Certain Beneficial Owners and
    Directors".
    
    
    
    ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
        Pursuant to General Instruction G(3) to Form 10-K, the
    information called for by this item 13 is incorporated by
    reference from the Company's definitive Proxy Statement for
    its 1997 Annual Meeting of Shareholders filed with the
    Securities and Exchange Commission pursuant to Regulation
    14A under the Securities Exchange Act of 1934, as amended.
    See "Compensation Committee Interlocks And Insider
    Participation" and Certain Relationships And Transactions".
    
                              PART IV
    
    ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND
    REPORTS ON FORM 8-K
    
    (a)(1)   Financial Statements
    
        The following documents are filed as part of the
    Report:
    
                  Consolidated Financial Statements:  The
              consolidated financial statements of the Company
              are included in Item 8 of this Report:
    
             Report of Independent Public
              Accountants
    
             Consolidated Balance Sheets as of March 31, 1997
               and 1996
    
             Consolidated Statements of Operations for Years
               Ended March 31, 1997, 1996 and
               1995
    
             Consolidated Statements of Stockholders' Equity
               for Years Ended March 31, 1997,
               1996 and 1995
    
             Consolidated Statements of Cash Flows for Years
                Ended March 31, 1997, 1996, and 1995
    
             Notes to Consolidated Financial Statements
    
    (a)(2)   Financial Statement Schedules
    
                  Consolidated Financial Statement Schedules:
              The following consolidated financial statement
              schedule has been included in Item 8 of this
              Report:
    
             Schedule II - Valuation and Qualifying Accounts
    
         Schedules not included have been omitted because they
         are not applicable or the required information is
         shown in the financial statements or notes thereto.
    
    (a)(3)   Exhibits:  The exhibits required to be filed
         pursuant to Item 601 of Regulation S-K are set forth
         in the Exhibit Index.
    
    (b)  Form 8-K Reports.  During the fourth quarter of fiscal
         1997, the Company filed no reports on Form 8-K.
    
    (c)  Exhibits (See Exhibit Index)


    1.   A shareholder may obtain a copy of any exhibit
    included in this Report upon payment of a fee to cover the
    reasonable expenses of furnishing such exhibits by written
    request to F. Kim Cox, Executive Vice President/Chief
    Financial Officer, or Carolyn Pihl, Chief Accounting
    Officer, Rentrak Corporation, PO Box 18888, Portland,
    Oregon 97218
    
                             SIGNATURES
    
        Pursuant to the requirements of Section 13 or 15(d) 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
    
    By      /S/ Ron Berger
            Ron Berger, President
    
    Date   June 13, 1997
    
        Pursuant to the requirements of the Securities
    Exchange Act of 1934, this report has been signed below by
    the following persons on behalf of the Registrant and in
    the capacities and the dates indicated.
    
    Principal Executive Officer:
    
    By /S/ Ron Berger                            June 13, 1997
       Ron Berger, President/CEO
    
    Principal Financial Officer:
    
    By /S/ F. Kim Cox                            June 13, 1997
       F. Kim Cox, Executive Vice President/
       Chief Financial Officer
    
    Principal Accounting Officer:
    
    By /S/ Carolyn Pihl                          June 13, 1997
       Carolyn A. Pihl, Chief Accounting Officer
    
    Majority of Board of Directors:
    
    By /S/ Ron Berger                            June 13, 1997
       Ron Berger, Chairman
    
    By /S/ Peter Dal Bianco                      June 13, 1997
       Peter Dal Bianco, Director
    
    By /S/ Herbert M. Fischer                    June 13, 1997
       Herbert M. Fischer, Director
    
    By /S/ James P. Jimirro                      June 13, 1997
      James P. Jimirro, Director
    
    By /S/ Bill LeVine                           June 13, 1997
       Bill LeVine, Director
    
    By /S/ Muneaki Masuda                        June 13, 1997
       Muneaki Masuda, Director
    
    By /S/ Stephen Roberts                       June 13, 1997
       Stephen Roberts, Director


                           EXHIBIT INDEX
    
      The following exhibits are filed herewith or, if
    followed by a number in parentheses, are incorporated
    herein by reference from the corresponding exhibit filed in
    the report or registration statement identified in the
    footnotes following this index:
    
Exhibit Number  Exhibit                                      Page
3.1             Amended and Restated Articles of             
                Incorporation and amendments thereto         
                (1)
                
3.2             1995 Restated Bylaws, as amended to          
                date (7)                                     
                
4.1             Articles of Incorporation, as amended        
                to date (incorporated by reference to        
                Exhibit 3.1)
                
4.2             Articles II and V of the 1995 Restated       
                Bylaws (incorporated by reference to         
                Exhibit 3.2)
                
10.1            1986 Second Amended and Restated Stock       
                Option Plan and Forms of Stock Options       
                Agreements (9)
                
10.4            Stock Option Agreement with Ron Berger,      
                dated April 18, 1990 (2)                     
                
10.5            Stock Option Agreement with Ron Berger,      
                dated December 20, 1994 (3)                  
                
10.7            Amended and Restated Employment              
                Agreement with Ron Berger dated              
                November 27, 1995 (17)
                
10.8            Employment Agreement with F. Kim Cox         
                dated April 20, 1995 (11)                    
                
10.9            Employment Agreement with Ed Barnick          
                dated January 1, 1996                        
                
10.10           Rentrak Corporation Amended and              
                Restated Directors Stock Option Plan         
                (4)
                
10.11           Rentrak's 401-K Plan (5)                     
                                                             
10.13           Amended and Restated 1992 Employee           
                Stock Purchase Plan of Rentrak               
                Corporation (10)
                
10.17           Joint Development Agreement with CCC         
                dated August 6, 1993 (6)                     
                
10.18           Business Loan Agreement with Silicon         
                Valley Bank dated October 12, 1993 (8)       
                
10.19           Business Loan Modification Agreement with 
                Silicon Valley Bank dated June 8, 1994 (8)

10.21           Second Amendment to Business Cooperation Agreement
                between Rentrak Corporation, Culture Convenience Club Co.,
                Ltd., and Rentrak Japan dated June 16, 1994 (8)

10.23           Business Loan Modification Agreement with Silicon Valley 
                Bank dated May 17, 1996 (12)

10.25           Employment Agreement with Carolyn Pihl dated May 6, 1996

10.26           Guarantee Agreement dated as of June 26, 1996 between
                Rentrak Corporation and BlowOut Entertainment, Inc. (14)

10.27           Reorganization and Distribution Agreement between Rentrak
                Corporation and BlowOut Entertainment, Inc., dated as of
                November 11, 1996 (13)

10.28           Asset Purchase Agreement by and among Pro Image Inc., PI
                Acquisition, L.C. and Rentrak Corporation dated December 6,
                1996 (15)

10.29           Business Loan Modification Agreemetn with Silicon Valley Bank
                dated December 27, 1996

10.30           The 1997 Non-Officer Employee Stock Option Plan of Rentrak
                Corporation (16)

11              Statement of Computation of Per Share Earnings

22              List of Subsidiaries of Registrant

23              Consent of Arthur Andersen


1.  Filed in S-3 Registration Statement, File # 338511 as filed on
    November 21, 1994.
2.  Filed as Exhibit 10.9 to 1991 Form 10-K filed on May 6, 1991.
3.  Filed as Exhibit 10.5 to 1995 Form 10-K filed on June 29, 1995.
4.  Filed as Exhibit B to 1994 Proxy Statement dated July 11, 1994.
5.  Filed as Exhibit 10.1 to Form 10-K filed on June 28, 1993.
6.  Filed as Exhibit 10.5 to Form 10-K filed on June 28, 1993.
7.  Filed as Exhibit to Form 8-K filed on June 5, 1995.
8.  Filed as Exhibit to 1994 Form 10-K filed on June 29, 1994.
9.  Filed as Exhibit A to 1994 Proxy Statement dated July 11, 1994.
10. Filed as Exhibit 10.13 to Form 10-K filed on June 29, 1995.
11. Filed as Exhibit 10.8 to Form 10-K filed on July 1, 1996.
12. Filed as Exhibit 10.23 to Form 10-K filed on July 1, 1996.
13. Filed as Exhibit 1 to Form 8-K filed on Decmeber 9, 1996.
14. Filed as Exhibit 2 to Form 8-K filed on December 9, 1996.
15. Filed as Exhibit 1 to Form 8-K filed on December 31, 1996.
16. Filed as Exhibit 4.1 to Form S-8 filed on June 5, 1997.
17. Filed as Exhibit 10 to Form 10-Q filed on November 14, 1995.