This filing consists of  139
                                       pages.  The Exhibit Index  is
                                       on Page 52.

                  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,
    2000 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 [ X ]

As  of June 20, 2000, 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 $34,042,760.

(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  20,  2000.
Includes shares held by certain depository organizations.)

As  of June 20, 2000, the Registrant had 12,289,883 shares of Common
Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

PORTIONS OF THE DEFINITIVE PROXY STATEMENT FOR THE 2000 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                                               9

3.    Legal Proceedings                                        9

4.    Submission of Matters to a Vote of Security             11
      Holders

      PART II

5.    Market for the Registrant's Common Stock and            12
      Related Stockholder Matters

6.    Selected Financial Data                                 13

7.    Management's Discussion and Analysis of                 14
      Financial Conditions and Results of Operations

7A.   Quantitative and Qualitative Disclosures About          21
      Market Risk

8.    Financial Statements and Supplementary Data             22

9.    Changes in and Disagreements with Accountants           22
      on Accounting and Financial Disclosure

      PART III

10.   Directors and Executive Officers of the                 49
      Registrant

11.   Executive Compensation                                  49

12.   Security Ownership of Certain Beneficial                49
      Owners
      and Management

13.   Certain Relationships and Related Transactions          49

      PART IV

14.   Exhibits, Financial Statement Schedules and             50
      Reports on Form 8-K

                               PART I

    ITEM 1.  BUSINESS

    GENERAL

        The Company's primary business is the
    distribution of videocassettes to home video
    specialty stores and other retailers using its Pay
    Per Transaction system (the "PPT System").  Under
    the Company's PPT system, home video specialty
    stores and other retailers that rent videocassettes
    to consumers ("Retailers"), including grocery
    stores and convenience stores, lease videocassettes
    and other media ("Cassettes") from Rentrak for a
    low up-front fee and share a portion of each retail
    rental transaction with the Company.  The Company's
    PPT System generated 79 percent, 85 percent and 91
    percent of total revenues in fiscal years 2000,
    1999 and 1998, respectively.

        The Company engages in several additional
    lines of business through the following wholly-
    owned subsidiaries:

         3PF.COM (formerly ComAlliance), provides order
         processing, inventory management, and
         fulfillment services to Internet retailers and
         wholesalers and to other businesses requiring
         just-in-time fulfillment.  3PF.COM's Web-site
         can be accessed at www.3PF.COM.

         formovies.com, Inc., provides Web-site
         services to Retailers and a video locator
         service for consumers through its innovative
         Web-site www.formovies.com.

         BlowOut Video, Inc., sells videocassettes and
         digital videodiscs through its Web- site
         www.blowoutvideo.com, and through seven retail
         outlets.


    PAY-PER-TRANSACTION

        The Company distributes Cassettes principally
    to home video specialty stores through its PPT
    System.  The PPT System enables Retailers to obtain
    Cassettes at a significantly lower initial cost
    than if they purchased the Cassettes from
    traditional video distributors.

        Under traditional distribution, a motion
    picture studio, licensee, or other owner of the
    rights to certain video programming ("Program
    Suppliers") sells Cassettes to a distributor for an
    average price of approximately $64.  The
    distributor then sells Cassettes to a Retailer for
    an average price of approximately $70.  The
    Retailer then rents Cassettes to the consumer at an
    average price of $2.50 and retains all of the
    rental revenue.  Under the PPT System, after the
    Retailer is approved for participation in the PPT
    System, Cassettes are leased to the Retailer for a
    low initial fee (the "Order Processing Fee") plus a
    percentage of revenues generated by the Retailers
    from rentals to consumers (the "Transaction Fee").
    The Company retains a portion of each Order
    Processing Fee and Transaction Fee and remits the
    remainder to the appropriate Program Suppliers that
    hold the distribution rights to the Cassettes.  Due
    to the lower costs of "bringing Cassettes in the
    door",  Retailers generally obtain a higher number
    of Cassettes under the PPT System than the
    traditional distribution method. 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 throughout
    the United States, Canada and the United Kingdom.
    The Company also owns a nine percent interest in
    Rentrak Japan, K.K. ("Rentrak Japan"), a Japanese
    corporation which markets a similar service to
    video retailers in Japan.

        In February 1998, the Company entered into a
    Shareholders Agreement and a PPT License Agreement
    with Columbus Holdings Limited and Rentrak UK
    Limited to develop the Company's PPT distribution
    and information processing business in the United
    Kingdom through Rentrak UK. The Company originally
    owned 25 percent of Rentrak UK.  On March 31, 1999,
    the Company acquired an additional 67 percent
    interest, and now owns 84 percent of Rentrak UK.
    As of March 31, 2000, Rentrak UK is not generating
    income or positive cash flow.  Accordingly, the
    Company wrote-off its investments of $222,000.
    Management of the Company is evaluating Rentrak
    UK's operations and is exploring options including
    selling or closing down the operations.  Management
    intends to make a decision in the second quarter of
    fiscal 2001.

        The Company currently offers substantially all
    of the titles of a number of Program Suppliers,
    including Buena Vista Pictures Distribution, Inc.,
    a subsidiary of The Walt Disney Company, Paramount
    Home Video, Inc., and Twentieth Century Fox Home
    Entertainment  (formerly Fox Video), a subsidiary
    of Twentieth Century Fox Film Corporation.  The
    Company's arrangements with Program Suppliers are
    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 Program
    Suppliers, including all major Program Suppliers,
    may be terminated upon relatively short notice.
    Therefore, there can be no assurance that any of
    the Program Suppliers will continue to distribute
    Cassettes through the 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 difficulty
    acquiring suitable Cassettes for the Company's
    markets on acceptable terms and conditions from
    Program Suppliers that have agreed to provide the
    same to the Company. The Company has one Program
    Supplier that supplied product that generated 25
    percent; a second that generated 19 percent, and a
    third that generated 13 percent of Rentrak revenues
    for the year ended March 31, 2000.  There were no
    other Program Suppliers who provided product that
    generated more than 10 percent of revenues for the
    year ended March 31, 2000.

        The Company currently receives a significant
    amount of product from three  Program Suppliers.
    Although management does not believe that these
    relationships will be terminated in the near term,
    a loss of any of these suppliers could have an
    adverse affect on operating results.

        Certain Program Suppliers have requested, and
    the Company has provided, financial or performance
    commitments from the Company, including advances,
    warrants, or guarantees, as a condition of
    obtaining certain titles. 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.

    Distribution of Cassettes

        The Company's proprietary Rentrak Profit Maker
    Software (the "RPM Software") allows Participating
    Retailers to order Cassettes through their Point of
    Sale ("POS") system software and provides the
    Participating Retailers with substantial
    information regarding all offered titles.  Ordering
    occurs via a networked computer interface.  To
    further assist the Participating Retailers 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.  Rentrak has
    contracted with 3PF.COM to distribute Rentrak's
    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 install Rentrak approved computer
    software and hardware to process all of their
    rental and sale transactions.  Participating
    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.

     Year 2000

          Many computer software programs, as well as
     hardware with embedded software, use a two-digit date
     field to track and refer to any given year.  There was
     concern that in 2000, these software and hardware
     systems would interpret the year "00" as "1900," which
     would cause them to perform faulty calculations or shut
     down altogether (the "Year 2000 Problem").

          Accordingly, the Company assessed the scope of the
     Year 2000 problem both internally and among its
     suppliers and customers in March 1997, and implemented
     remedial measures soon thereafter. The total cost of
     the company's assessments, corrective measures, and
     testing was less than $250,000.

          The Company has not and does not anticipate
     experiencing any significant problems related to the
     Year 2000 issue that would be material to the Company.

    Retailer Auditing

        From time to time, the Company audits
    Participating Retailers in order to verify that
    they are reporting all rentals and sales of
    Cassettes 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
    that 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 any refusal to allow such an
    audit can be cause for immediate termination from
    the PPT System.  If audit violations are found, the
    Participating Retailer is subject to fines, audit
    fees, 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 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

        In 1992, the Company established a Retailer
    Financing Program whereby, on a selective basis, it
    provided financing to Participating Retailers that
    the Company believed had potential for substantial
    growth in the industry.  In connection with these
    financings, the Company typically made a loan
    and/or an equity investment in the Participating
    Retailer.  In some cases, the Company obtained a
    warrant to purchase stock in the Participating
    Retailer.  As part of such financing, the
    Participating Retailer typically agreed 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, Participating Retailers were 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 Participating Retailer's revenues.
    Notwithstanding the long term nature of such
    agreements, both the Company and the Participating
    Retailer may, in some cases, retain the right to
    terminate such agreement upon 30-90 days prior
    written notice.  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 Rentrak Video Retailer Loan Program was
    adopted in 1992 at a time when the video industry
    was experiencing rapid growth.  The underlying
    rationale for this program was the belief that the
    Company could expand its business and at the same
    time participate in the rapid growth experienced by
    the video retailers in which it invested. Now that
    the video industry is entering a phase of
    maturation, the Company does not expect to utilize
    this program in any material respect for any new
    participants.  However, the Company may make follow
    on loans or investments in existing Video Retailer
    Loan Participants.

        As of March 31, 2000, the Company had
    approximately $6,900,000 in loans and investments
    outstanding under the program and reserves of
    approximately $5,700,000 of the total original loan
    or investment amount.  As of March 31, 1999, the
    Company had approximately $14,000,000 in loans and
    investments outstanding under the Retailer
    Financing Program and had provided reserves of
    approximately $9,600,000.

    Competition

          The Cassette distribution business is a highly
     competitive industry that is rapidly changing.  The
     traditional, and still dominant, method of distributing
     Cassettes to Retailers is through purchase
     transactions; i.e., a Retailer purchases Cassettes from
     a distributor and then offers the Cassettes for rental
     or sale to the general public.  As described in greater
     detail above (see "Pay-Per-Transaction"), the Company's
     PPT System offers Retailers an alternative method of
     obtaining Cassettes.  Accordingly, the Company faces
     intense competition from all of the traditional
     distributors, including Ingram Entertainment, Inc.,
     Major Video Concepts, Inc., Baker and Taylor, Inc., and
     Video One Canada, Ltd.   These and other traditional
     distributors have extensive distribution networks, long-
     standing relationships with Program Suppliers and
     Retailers, and, in some cases, significantly greater
     financial resources than the Company.

          In the last two years certain traditional
     distributors have taken steps to offer Cassettes to
     Retailers on a revenue sharing basis.  For example,
     several traditional distributors have executed
     licensing agreements with Supercomm, Inc.
     ("Supercomm"), a wholly-owned subsidiary of The Walt
     Disney Company, to market product on revenue sharing
     terms.  Several traditional distributors have also
     executed revenue sharing agreements with motion picture
     studios ("Studios").  Several traditional distributors
     have also entered into licensing agreements with the
     Company to distribute Cassettes to Retailers using the
     PPT System.

          The Company also competes with Supercomm on two
     levels: (1) domestically - for processing data for
     certain Studios' direct relationships with Blockbuster
     and other Retailers; and (2) internationally in certain
     markets.  Supercomm also processes data for traditional
     distributors such as Ingram who then competes with the
     Company for revenue sharing cassettes as well as
     traditional cassettes.

          The Company also faces direct competition from the
     Studios.  Beginning in 1997, several major Studios
     offered Retailers discounted pricing if such Retailers
     substantially increased the quantity of cassettes
     purchased.  Also, some major Studios have offered
     Cassettes to Retailers on a lease basis.  In addition,
     all major Studios sell Cassettes directly to major
     Retailers including Blockbuster, the world's largest
     chain of home video specialty stores.  The Company
     believes all of the major Studios have executed direct
     revenue sharing agreements with Blockbuster and
     Hollywood Entertainment, the world's second largest
     chain of home video specialty stores.  The Company also
     believes that certain Studios have executed direct
     revenue sharing agreements with several other large
     Retailers. The Company does not believe that the
     Studios have executed direct revenue sharing agreements
     with other smaller Retailers, but there can be no
     assurance that they will not do so in the future.

          The Studios also compete with the Company by
     releasing certain Cassette titles on a "sell-through"
     basis; i.e., they bypass the traditional rental period
     by selling the Cassettes directly to consumers at a
     price of approximately $14.95 to $29.95.  To date, such
     "sell-through" distribution has generally been limited
     to certain newly released hit titles with wide general
     family appeal.  However, because the Company's PPT
     business is partially dependent upon the existence of a
     rental period, a shift toward such "sell-through"
     distribution, particularly with respect to popular
     titles, could have a material adverse effect on the
     Company's business.

          The Company also competes with businesses that use
     alternative distribution methods to provide video
     entertainment directly to consumers, such as the
     following: (1) direct broadcast satellite transmission
     systems; (2) traditional cable television systems; (3)
     pay-per-view cable television systems; and (4) delivery
     of programming via the Internet.  Each of these
     distribution methods employs digital compression
     techniques to increase the number of channels available
     to consumers and, therefore, the number of movies that
     may be transmitted.  Technological improvements in this
     distribution method, particularly "video-on-demand,"
     may make this option more attractive to consumers and
     thereby materially diminish the demand for Cassette
     rentals.  Such a consequence 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.  Pursuant
    to the agreement, the parties formed Rentrak Japan,
    a Japanese corporation, which is presently owned 9
    percent by the Company and 90 percent by CCC's
    largest shareholder, Tsutaya Shoten Co., Ltd.
    Rentrak Japan was formed to implement the PPT
    System in Japan.  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 the PPT System 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.  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
    (June 1 - May 31).  Pursuant to the amendment, the
    Company received royalty payments of $1,000,000 in
    fiscal year 1995 and $1,000,000 in fiscal year
    1999.   The term of the agreement was extended from
    2001 to 2039.  The Company currently owns
    approximately 9% of Rentrak Japan.

        In December 1999, the Company received a
    prepayment of $2,500,000 in exchange for $4,000,000
    of credit related to the annual royalty described
    above, which is being recognized in revenues as
    royalties are earned under the terms of the
    contract.  As of March 31, 2000, approximately
    $1,640,000 has been recorded as deferred revenue on
    the accompanying consolidated balance sheet to be
    recognized in future periods.

        In February 1998, the Company entered into a
    Shareholders Agreement and a PPT License Agreement
    with Columbus Holdings Limited, and Rentrak UK
    Limited to develop the Company's PPT distribution
    and information processing business in the United
    Kingdom through Rentrak UK.  Rentrak UK was
    originally structured as a joint venture between
    the Company, which owned 25 percent, Columbus
    Holdings Limited, which owned 66.7 percent and
    Rentrak Japan, which owned 8.3 percent.  On March
    31, 1999, the Company acquired Columbus Holdings
    Limited's 67 percent interest, and now owns 84
    percent of Rentrak UK.  The PPT Agreement remains
    in force in perpetuity, unless terminated due to
    material breach of contract, liquidation of Rentrak
    UK or non-delivery by the Company to Rentrak UK, of
    all retailer and studio software, including all
    updates. Pursuant to the PPT Agreement, during the
    term of the PPT Agreement, the Company will receive
    a royalty of 1.67 percent of Rentrak UK's gross
    revenues from any and all sources.

    Trademarks, Copyrights, and Proprietary Rights

        The Company has registered its "RENTRAK",
    "PPT", "Pay Per Transaction", "Ontrak",
    "BudgetMaker", "DataTrak", "Prize Find" , "Blowout
    Video", "Fastrak", "GameTrak", "RPM", "Videolink+",
    "Unless You're Rich Enough Already", "Sportrak",
    "Movies For The Hungry Mind", "VidAlert", "Active
    Home Video", "Movie Wizard", and "Gotta Have It
    Guarantee" 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, 2000, including all
    subsidiaries, the Company employs 277 full-time
    employees.  The Company considers its relations
    with its employees to be good.

    Financial Information About Industry Segments

        See Note 12 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.
    3PF.COM, Inc., Inc. maintains its distribution
    facilities in Wilmington, and Columbus Ohio where
    it leases 321,083 square feet.  The Company's
    warehouse leases expire on June 30, 2002 and March
    31, 2001, respectively.  Management believes its
    office space is adequate and suitable for current
    operations.  Management is in the process of
    obtaining additional warehouse space for 3PF.COM,
    Inc., in order to grow its business.  Management
    does not anticipate a problem in obtaining
    additional suitable warehouse space to meet its
    needs.


    ITEM 3.  LEGAL PROCEEDINGS

          In June 1998, Video Update, Inc. ("Video Update")
    filed a complaint (the "Video Update Complaint")
    against the Company entitled Video Update, Inc. v.
    Rentrak Corp., Civil Action No. 98-286, in the United
    States District Court for the District of Delaware.
    The Video Update Complaint alleges various violations
    of the antitrust laws, including that the Company has
    attempted to monopolize the market for videocassettes
    leased to retail video stores in violation of Section 2
    of the Sherman Act.  Video Update further alleges that
    the Company's negotiation and execution of an
    exclusive, long-term revenue-sharing agreement with
    Video Update violates Section 1 of the Sherman Act and
    Section 3 of the Clayton Act.  Video Update is seeking
    unspecified monetary relief, including treble damages
    and attorneys' fees, and equitable relief, including an
    injunction prohibiting the Company from enforcing its
    agreement with Video Update or any exclusivity
    provision against videocassette suppliers and video
    retailers.  In August 1998, the Court granted the
    Company's motion to dismiss the Video Update Complaint
    pursuant to Federal Rules of Civil Procedure Rule
    12(b)(3) on the basis of improper venue.

          In August 1998, Video Update filed a new complaint
    against the Company in the United States District Court
    for the District of Oregon (the "Re-Filed Complaint"),
    Case No. 98-1013HA.  The Re-Filed Complaint is
    substantially the same as the previous complaint.  The
    Company believes the Re-Filed Complaint lacks merit and
    intends to vigorously defend against the allegations in
    the Complaint.  The Company answered the Re-Filed
    Complaint denying its material allegations and
    asserting several affirmative defenses.  The Company
    also has counterclaimed against Video Update alleging,
    among other things, breach of contract, breach of the
    covenant of good faith and fair dealing, promissory
    fraud, breach of fiduciary duty, breach of trust,
    constructive fraud, negligent misrepresentation and
    intentional interference with business advantage, and
    seeks damages and equitable relief.

          In October 1998, the Company filed a motion for
    summary judgment seeking to dismiss Video Update's
    claims against Rentrak.  In January 1999, the Company
    filed a separate motion for partial summary judgment on
    its breach of contract counterclaim seeking to recover
    more than $4.4 million in fees and interest which the
    Company claims Video Update owes to it.  In response to
    the Company's motions, Video Update asked the court for
    additional time to take discovery before having to file
    oppositions.  The court has given the parties until
    June 30, 2000 to complete discovery.  The court denied
    Rentrak's motions without reaching the merits and
    without prejudice to re-filing the motions after
    discovery has been conducted.  Rentrak expects to re-
    file its motions after discovery has taken place.  On
    October 21, 1999, the Company amended its counterclaims
    to add additional breach of contract claims, a claim
    for trade secret misappropriation and a claim for
    recovery of personal property.

          In August 1998, the Company filed a complaint (the
    "Movie Buffs Complaint") against Susan Janae Kingston
    d/b/a Movie Buffs ("Movie Buffs"), entitled Rentrak
    Corporation v. Susan Janae Kingston, an individual,
    d/b/a Movie Buffs, Case No. CV 98-1004 HA, in the
    United States District Court for the District of
    Oregon.  The Movie Buffs complaint alleges breach of
    contract and conversion claims and seeks damages in the
    amount of at least $3.3 million and punitive damages of
    $500,000.  In September 1998, Movie Buffs filed
    counterclaims against the Company and Third Party
    Claims against Hollywood Entertainment Corp. (the
    "Movie Buffs Counterclaims").  The Movie Buffs
    Counterclaims allege that the Company violated the
    antitrust laws, including the Sherman, Clayton and
    Robinson-Patman Acts.  The Counterclaim also seeks
    declaratory relief, an accounting and alleges fraud and
    conspiracy to defraud, breach of contract, breach of
    the implied covenant of good faith, and unfair trade
    practices.  Movie Buffs seeks an unspecified amount of
    damages (at least $10 million), treble damages, general
    and consequential damages, punitive damages, attorneys'
    fees and court costs.

          In September 1998, Roadrunner Video ("Roadrunner
    Video") filed a third-party complaint in intervention
    against the Company and Hollywood Entertainment Corp.
    (the "Roadrunner Complaint").  The Roadrunner Complaint
    alleges the same claims as the Movie Buffs
    Counterclaims.  The Company filed a motion to dismiss
    the Robinson-Patman Act claims pursuant to Federal
    Rules of Civil Procedure Rule 12(b)(6), which motion
    was granted. The court also granted Roadrunner and
    Movie Buff's request to dismiss their claims against
    Hollywood without prejudice.  The Company believes the
    Movie Buffs Counterclaims and the Roadrunner Complaint
    lack merit and the Company intends to vigorously defend
    against all of the allegations therein.

          On March 5, 1999 the Court granted the Company's
    motion to dismiss the Robinson-Patman Act claims
    brought by Roadrunner and Movie Buffs.  On April 12,
    1999, Roadrunner and Movie Buffs filed amended claims
    against Rentrak that added a new claim for fraud.  The
    Company continues to believe that the remaining
    Roadrunner and Movie Buffs claims are without merit and
    intends to continue to vigorously defend itself.

          On February 10, 2000, the Company filed a
    complaint (the "Action Video Complaint") against David
    D. Passerallo, and Action Video, Inc. entitled Rentrak
    Corporation v. David D. Passerallo, an individual and
    Action Video, a North Carolina corporation, Case No. CV
    00-214-HA, in the United District Court for the
    District of Oregon.  The Action Video Complaint alleges
    claims for conversion, and breach of contract, payment
    on advance agreement and personal guarantee.

          On April 10, 2000, Action Video filed
    counterclaims against the Company.  Action Video's
    counterclaims allege that the Company violated
    antitrust laws, including the Sherman and Clayton Acts,
    based on the Company's alleged efforts to favor certain
    customers (such as Hollywood) over others and thereby
    restrain competition.  The Action Video Counterclaims
    also include the following: (1) a demand for a
    declaratory ruling that the contract between the
    Company and Action Video is unenforceable as
    unconscionable and a contract of adhesion, (2) fraud
    and conspiracy to defraud, based on allegedly false
    representations intended to induce Action Video to act;
    (3) breach of contract based on the Company's allegedly
    wrongful termination of its contract with Action Video,
    allegedly wrongful computation of revenue entitlement,
    and certain other alleged actions; (4) breach of an
    implied covenant of good faith, based on the Company's
    allegedly wrongful termination of its contract with
    Action Video; (5) unfair trade practices based on the
    Company's alleged conduct during its dealings with
    Action Video, including termination of the Company's
    contract with Action Video; and (6) a demand for an
    accounting of the nature and amount of the parties'
    respective obligations under the contract.  Action
    Video seeks unspecified monetary damages in excess of
    $7 million, treble damages, general and consequential
    damages, punitive damages in the minimum amount of $30
    million, attorneys' fees and court costs.

          The Company has taken action to dismiss a number
    of Action Video's counterclaims.  Action Video has
    agreed to dismiss certain of these counterclaims and
    has agreed to replead its remaining counterclaims.  The
    Company believes that the Action Video Counterclaims
    are without merit and intends to vigorously defend
    against this litigation.

          In the event of an unanticipated adverse final
    determination in respect of certain matters discussed
    above, the Company's consolidated net income and
    financial position for the period in which such
    determination occurs could be materially affected.

          The Company is also subject to certain legal
    proceedings and claims that 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.


    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, where its
    prices are quoted under the symbol "RENT".   As of
    May 31, 2000 there were approximately 328 holders
    of record of the Company's common stock.  On May
    31, 2000, the closing sales price of the Company's
    common stock as quoted on the Nasdaq National
    Market was $3.63.

         The following table sets forth the reported
    high and low sales prices of the Company's 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.

        QUARTER ENDED                HIGH                 LOW

     JUNE 30, 1998                  $10.06               $5.59
     SEPTEMBER 30, 1998              $6.31               $3.28
     DECEMBER 31, 1998               $3.94               $2.00
     MARCH 31, 1999                  $4.22               $2.50
     JUNE 30, 1999                   $5.25               $2.66
     SEPTEMBER 30, 1999              $6.00               $3.50
     DECEMBER 31, 1999               $7.41               $3.25
     MARCH 31, 2000                  $7.25               $5.13

    DIVIDENDS:

      Holders of the Company's 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's
    bank credit agreement limits the payment of
    dividends in the Company's stock.  The Company does
    not intend to pay cash dividends in the foreseeable
    future.

<TABLE>

ITEM 6.    SELECTED FINANCIAL DATA
<CAPTION>
                                                                      (In Thousands, Except Per Share Amounts)

                                                                      Year Ended March 31,
                                                                         2000        1999        1998
<S>                                                                       <C>         <C>         <C>

Statement of Operations Data
     Net revenues:
          Application fees                                                $   311     $   371     $   383
          Order processing fees                                            23,086      22,420      25,313
          Transaction fees                                                 62,440      72,835      78,671
          Sell-through fees                                                 7,811      11,347       9,383
          Other                                                            19,736      16,814       9,001

     Total net revenues                                                   113,384     123,787     122,751
     Cost of sales                                                         91,706     103,943     102,484
     Gross profit                                                          21,678      19,844      20,267

     Selling and administrative expense                                    26,449      15,996      13,062
     Net (gain) expense on litigation settlement                           (7,792)      1,099           0
     Other income (expense)                                                (1,519)        597         652
     Income (loss) from continuing operations before
           discontinued operations and benefit (provision)
           for income taxes                                                 1,502       3,347       7,857
     Income tax benefit (provision)                                          (451)     (1,304)     (3,199)
     Income (loss) from continuing operations before
           discontinued operations                                          1,051       2,043       4,658
     Discontinued Operations:  (1)
     Loss from operations of discontinued subsidiaries
           less applicable income tax benefit                                   0           0           0
     Gain (loss) on disposal of discontinued subsidiaries                   2,374           0           0
     Net income (loss)                                                    $ 3,425     $ 2,043     $ 4,658

     Diluted income (loss) per share
           Continuing operations                                          $  0.10     $  0.18     $  0.41
           Discontinued operations                                           0.22        0.00        0.00
     Net income (loss)                                                    $  0.32     $  0.18     $  0.41

    Common shares and common share equivalents
           outstanding                                                     10,759      11,066      11,445


                                                                             2000        1999        1998
Balance Sheet Data
     Working Capital                                                      $ 9,871     $ 4,586     $ 1,062
     Total Assets                                                          50,473      49,457      51,609
     Long-term Deferred Revenue                                             1,677           0           0
     Stockholders' Equity                                                  18,081      14,292      13,254

     (1)  Discontinued Operations includes the operations of Pro Image and
          BlowOut Acquisitions were made by Pro Image and BlowOut during
          1996, therefore comparisons between years are not meaningful.
          See discontinued operations Note 13 of the Notes to the
          Consolidated Financial Statements.
</TABLE>
<TABLE>
<CAPTION>
                                                              (In Thousands, Except Per Share Amounts)

                                                                      Year Ended March 31,
                                                                         1997         1996
<S>                                                                       <C>         <C>

Statement of Operations Data
     Net revenues:
          Application fees                                                $   354     $    551
          Order processing fees                                            22,720       25,716
          Transaction fees                                                 70,467       70,187
          Sell-through fees                                                11,101       10,601
          Other                                                            11,634        6,211

     Total net revenues                                                   116,276      113,266
     Cost of sales                                                         92,416       96,585
     Gross profit                                                          23,860       16,681

     Selling and administrative expense                                    14,626       19,443
     Net (gain) expense on litigation settlement                                0            0
     Other income (expense)                                                   999          681
     Income (loss) from continuing operations before
           discontinued operations and benefit (provision)
           for income taxes                                                10,233       (2,081)
     Income tax benefit (provision)                                        (3,950)         595
     Income (loss) from continuing operations before
           discontinued operations                                          6,283       (1,486)
     Discontinued Operations:  (1)
     Loss from operations of discontinued subsidiaries
           less applicable income tax benefit                                   0      (18,700)
     Gain (loss) on disposal of discontinued subsidiaries                       0      (12,100)
     Net income (loss)                                                    $ 6,283     $(32,286)

     Diluted income (loss) per share
           Continuing operations                                          $  0.52     $  (0.13)
           Discontinued operations                                           0.00        (2.62)
     Net income (loss)                                                    $  0.52     $  (2.75)

    Common shares and common share equivalents
           outstanding                                                     12,159       11,755


                                                                             1997         1996
Balance Sheet Data
     Working Capital                                                      $ 1,488     $(12,579)
     Total Assets                                                          43,048       56,252
     Long-term Deferred Revenue                                                 0            0
     Stockholders' Equity                                                  11,272       14,404

     (1)  Discontinued Operations includes the operations of Pro Image and BlowOut
          Acquisitions were made by Pro Image and BlowOut during 1996, therefore
          comparisons between years are not meaningful. See discontinued operations
          Note 13 of the Notes to the Consolidated Financial Statements.
</TABLE>

    ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF
            OPERATIONS

    Forward Looking Statements

    Certain Information included in the Annual Report
    on Form 10-K (including 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.  Forward looking statements may be
    identified by the uses of forward-looking words
    such as "may", "will", "expects", "intends",
    "anticipates", "estimates", or "continues" or the
    negative thereof or variations thereon or
    comparable terminology.  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, expansion of revenue sharing programs
    other than the PPT System by Program Suppliers, new
    technology, and the continued availability of
    Cassettes from Program Suppliers. This Annual
    Report on Form 10-K further describes certain of
    these factors.


    Results of Operations

<TABLE>
<CAPTION>
             RENTRAK CORPORATION
           STATEMENTS OF OPERATIONS
 For The Years Ended March 31, 2000, 1999, and 1998

<S>                                              <C>             <C>             <C>

                                                    2000            1999            1998

REVENUES                                         $113,384,220    $123,787,390    $122,751,046
OPERATING COSTS AND EXPENSES
     Cost of sales                                 91,706,290     103,942,898     102,483,865
     Selling and administrative                    26,448,569      15,995,941      13,062,064
     Net (gain) expense on litigation settlement   (7,791,880)      1,099,154             -
                                                  110,362,979     121,037,993     115,545,929
INCOME FROM OPERATIONS                              3,021,241       2,749,397       7,205,117
Other income (expense)                             (1,519,378)        597,108         652,381
INCOME FROM CONTINUING OPERATIONS
     BEFORE INCOME TAX PROVISION AND GAIN
     FROM DISPOSAL FROM DISCONTINUED
     OPERATIONS                                     1,501,863       3,346,505       7,857,498
Income tax provision                                 (450,559)     (1,303,999)     (3,199,032)
INCOME FROM CONTINUING OPERATIONS                   1,051,304       2,042,506       4,658,466
Gain from disposal from discontinued operations
     plus income tax benefit of $483,502            2,373,502             -               -
NET INCOME                                       $  3,424,806    $  2,042,506    $  4,658,466
</TABLE>

    Fiscal 2000 Compared to Fiscal 1999

    Continuing Operations - Domestic PPT Operations and
    Other Continuing Subsidiaries

      For the year ended March 31, 2000, total revenue
    decreased $10.4 million to $113.4 million from
    $123.8 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 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;
    revenue related to the Company's fulfillment, order
    processing, and inventory management services to e-
    commerce and other companies; and sales of
    videocassettes.

      The decrease in total revenue was primarily due
    to lower revenues from the Company's core PPT
    business. The decrease in PPT revenue resulted
    primarily from the following: (i) a reduction in
    the total number of Cassettes leased under the PPT
    System, (ii) an increase in incentives offered by
    the Company to entice retailers to order more
    product; (iii) an increase in various "copy depth"
    programs offered by studios intended to increase
    the number of Cassettes in distribution  (so-called
    "copy depth" programs) that lowered the cost of
    rental videocassettes to video retailers; (iv) an
    increase in studio direct revenue-sharing
    arrangements with the larger video store chains;
    and (v) the loss of some customers due to
    continuing industry consolidation.

      In fiscal 2000, application-fee revenue was $0.3
    million compared to $0.4 million in the prior year.
    During the year, order processing-fee revenue
    increased to $23.1 million from $22.4 million in
    fiscal 1999, an increase of $0.7 million, or 3
    percent.  Transaction-fee revenue totaled $62.4
    million, a decrease of $10.4 million, or 14
    percent, from $72.8 million the previous year.
    Sell-through revenue was $7.8 million in fiscal
    2000 as compared to $11.3 million in fiscal 1999, a
    decrease of $3.5 million, 31 percent.

      Royalty revenue from Rentrak Japan decreased to
    $1.8 million during fiscal 2000 from $2.2 million
    the previous year.  This decrease was due to a one
    time royalty payment from Rentrak Japan of $1.0
    million in January 1999, which was partially offset
    by an increase in the current year royalty due to
    increased revenues generated by Rentrak Japan.

      Cost of sales in fiscal 2000 decreased to $91.7
    million from $103.9 million the prior year, a
    decrease of $12.2 million.  The change is primarily
    due to the factors that led to changes in revenue
    noted above.  In fiscal 2000, the Company's gross
    profit margin increased to 19 percent from 15
    percent the previous year, excluding the $1.0
    million royalty payment from Rentrak Japan.

      Selling, general and administrative expenses
    were $26.4 million in fiscal 2000 compared to $16.0
    million in fiscal 1999.  This increase of $10.4
    million, or 65 percent, was primarily due to (i)
    increased reserves related to an outstanding
    receivable account and write offs of other assets
    for a total of approximately $9.0 million in the
    fourth quarter of fiscal 2000; (ii) increased
    compensation and occupancy costs associated with
    the expanding fulfillment and order processing
    business; and (iii) increased advertising
    expenditures.

      In January 2000, the Company recorded a gain of
    approximately $7.8 million as a result of settling
    litigation with Hollywood Entertainment.  See
    footnote 10 of the notes to the consolidated
    financial statements.

      Other income decreased from $0.6 million in
    fiscal 1999 to an expense of $(1.5) million for
    fiscal 2000, a decrease of $2.1 million.  This
    decrease is primarily due to the loss on sale of
    investments recognized in fiscal 2000 of
    approximately $1.2 million compared to a gain on
    sale of investments in fiscal 1999 of approximately
    $0.5 million.

      For the year ended March 31, 2000, the Company
    recorded pre-tax income of $1.5 million, or 1
    percent of total revenue, compared to $3.3 million,
    or 3 percent of total revenue in the prior fiscal
    year.  This decrease is due primarily to the
    increase in selling, general and administrative
    expenses as noted above offset by the net gain on
    litigation settlement.

      The Cassette distribution business is a highly
    competitive industry that is rapidly changing.  The
    effect of these changes could have a material
    impact on the Company's operations.  Item 1
    (Business) Competition section of this Annual
    Report on Form 10-K further describes certain of
    these factors.

      Included in the amounts above are the results
    from Other Subsidiaries which are primarily
    comprised of operations of 3PF.COM, Inc., and
    Blowout Video, Inc.

      Total revenues from 3PF.COM, Inc. increased to
    11.6 million at March 31, 2000 compared to $10.5
    million at March 31, 1999 an increase of $1.1
    million.  This increase was primarily due to
    increased volume from existing customers.   Cost of
    sales was $10.1 million, an increase of $1.7
    million over the $8.4 million recorded in fiscal
    1999.  This increase is due to the increase in
    freight and warehouse labor due primarily to the
    increase in revenue as noted above.  Selling,
    general and administrative expenses increased to
    $2.6 million in fiscal 2000 from $1.2 million in
    fiscal 1999, an increase of $1.4 million.  As a
    percentage of total revenue, selling, general and
    administrative expenses increased to 22 percent for
    fiscal 2000 from 11 percent for the prior year.
    This increase was due to increased compensation,
    advertising and travel and entertainment expenses.
    These costs have increased primarily due to
    expanded sales and marketing efforts.  The Company
    anticipates that these costs will continue to grow
    substantially in the near future.

      As a result of the foregoing factors, for the
    year ended March 31, 2000, 3PF.COM, Inc. recorded
    pre-tax loss of $1.0 million, or 9 percent of total
    revenue.  This compares with pre-tax income of $0.6
    million, or 6 percent of total revenue, in fiscal
    1999.

      Total revenues from Blowout Video, Inc.
    increased to $9.5 million in fiscal 2000 from $8.4
    million in fiscal 1999, an increase of $1.1
    million, or 13 percent. Cost of sales was $6.0
    million, an increase of $0.8 million over the $5.2
    million recorded in fiscal 1999.  Selling, general
    and administrative expenses increased to $3.0
    million in fiscal 2000 from $2.4 million in fiscal
    1999, an increase of $0.6 million.  As a percentage
    of total revenue, selling, general and
    administrative expenses increased to 32 percent for
    fiscal 2000 from 29 percent for the prior year.
    These increases were primarily the result of
    opening 3 new stores during fiscal 2000.

      For the year ended March 31, 2000, BlowOut
    Video, Inc. recorded pre-tax income of $0.2
    million, or 2 percent of total revenue.  This
    compares with pre-tax income of $0.7 million, or 8
    percent of total revenue, in fiscal 1999.

       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. BlowOut is not related to the Company's
    wholly owned subsidiary BlowOut Video, Inc. The
    operations of BlowOut were reflected as
    discontinued operations in the March 31, 1996
    consolidated financial statements.  During the year
    ended March 31, 2000, the Company recorded a gain
    on the disposal of discontinued operations of $1.9
    million related to BlowOut, as the liability
    related to BlowOut contingencies was less than
    estimated.  The Company also reduced the valuation
    allowance that was recorded against the deferred
    tax asset related to liabilities of discontinued
    operations.  This reduction of approximately $.5
    million in the valuation allowance was recorded as
    an income tax benefit from discontinued operations
    in the accompanying consolidated income statement.

    Consolidated Balance Sheet

      At March 31, 2000, total assets were $50.5
    million, an increase of $1.1 million from the $49.5
    million a year earlier.

      Net current liabilities relating to BlowOut at
    March 31, 2000 and 1999 of approximately $0.4
    million and $3.7 million, respectively, represent
    amounts reserved for contingencies not yet settled
    as of year end.

    Fiscal 1999 Compared to Fiscal 1998

    Continuing Operations - Domestic PPT Operations and
    Other Continuing Subsidiaries

      For the year ended March 31, 1999, total revenue
    increased $1.0 million to $123.8 million from
    $122.8 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 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;
    revenue related to the Company's fulfillment, order
    processing, and inventory management services to e-
    commerce and other companies, and sale of
    videocassettes.

      The increase in total revenue was primarily due
    to the growth in the Company's fulfillment and
    order processing services business.  This growth in
    revenues was partially offset by the decrease in
    revenues in the core videocassette distribution
    business ("PPT revenue").  The decrease in PPT
    revenue resulted primarily from the following: (i)
    a reduction in the total number of Cassettes leased
    under the PPT System, due in part to program
    suppliers offering more titles on a sell through
    basis than historical levels; (ii) an increase in
    incentives offered by the Company to entice
    retailers to order more product; (iii) an increase
    in various "copy depth" programs offered by studios
    intended to increase the number of Cassettes in
    distribution  (so-called "copy depth" programs)
    that lowered the cost of rental videocassettes to
    video retailers; (iv) an increase in studio direct
    revenue-sharing arrangements with the larger video
    store chains; and (v) the loss of some customers
    due to continuing industry consolidation.

      In fiscal 1999, application-fee revenue remained
    unchanged from the prior year at $0.4 million.
    During the year, order processing-fee revenue
    decreased to $22.4 million from $25.3 million in
    fiscal 1998, a decrease of $2.9 million, or 11
    percent.  Transaction-fee revenue totaled $72.8
    million, a decrease of $5.9 million, or 7 percent,
    from $78.7 million the previous year.  Sell-through
    revenue was $11.3 million in fiscal 1999 as
    compared to $9.4 million in fiscal 1998, an
    increase of $1.9 million, or 20 percent.

      Royalty revenue from Rentrak Japan increased to
    $2.2 million during fiscal 1999 from $1.1 million
    the previous year.  This increase was due to a
    royalty payment from Rentrak Japan of $1.0 million
    in January 1999.

      Cost of sales in fiscal 1999 increased to $103.9
    million from $102.5 million the prior year, an
    increase of $1.4 million.  The change is primarily
    due to factors that led to the changes in revenue
    noted above.  In fiscal 1999, the Company's gross
    profit margin decreased to 15 percent from 17
    percent the previous year, excluding the $1.0
    million royalty payment from Rentrak Japan.

      Selling, general and administrative expenses
    were $16.0 million in fiscal 1999 compared to $13.1
    million in fiscal 1998.  This increase of $2.9
    million, or 22 percent, was primarily due to (i)
    increased compensation costs associated with the
    growing fulfillment and order processing business;
    and (iii) increased advertising expenditures.
    Also, fiscal 1998 included collection of amounts
    that were previously reserved at March 31, 1997.

      Other income decreased from $0.7 million in
    fiscal 1998 to $0.6 million for fiscal 1999, a
    decrease of $0.1 million.

      For the year ended March 31, 1999, the Company
    recorded pre-tax income of $3.3 million, or 3
    percent of total revenue, compared to $7.9 million,
    or 6 percent of total revenue in the prior fiscal
    year.  This decrease is due primarily to the
    increase in selling, general and administrative
    expenses as noted above.

      Included in the amounts above are the results
    from Other Subsidiaries which are primarily
    comprised of operations of 3PF.COM, Inc., and
    Blowout Video, Inc.

      Total revenues from 3PF.COM, Inc. increased to
    $10.5 million at March 31, 1999 compared to $6.1
    million at March 31, 1998 an increase of $4.4
    million.  This increase was primarily due to
    increased volume from existing customers.   Cost of
    sales was $8.4 million, an increase of $3.7 million
    over the $4.7 million recorded in fiscal 1998.
    This increase is due to the increase in freight and
    warehouse labor due primarily to the increase in
    revenue as noted above.  Selling, general and
    administrative expenses increased to $1.2 million
    in fiscal 1999 from $0.8 million in fiscal 1998, an
    increase of $0.4 million.  This increase was
    primarily due to an increase in property taxes paid
    in fiscal 1999.  As a percentage of total revenue,
    selling, general and administrative expenses
    decreased to 11 percent for fiscal 1999 from 13
    percent for the prior year.

      As a result of the foregoing factors, for the
    year ended March 31, 1999, 3PF.COM, Inc. recorded
    pre-tax income of $0.6 million, or 6 percent of
    total revenue.  This compares with pre-tax income
    of $0.4 million, or 7 percent of total revenue, in
    fiscal 1998.

      Total revenues from Blowout Video, Inc.
    increased to $8.4 million in fiscal 1999 from $6.4
    million in fiscal 1998, an increase of $2.0
    million, or 31 percent.  Cost of sales was $5.2
    million, an increase of $1.3 million over the $3.9
    million recorded in fiscal 1998.  Selling, general
    and administrative expenses increased to $2.4
    million in fiscal 1999 from $1.8 million in fiscal
    1998, an increase of $0.6 million.  As a percentage
    of total revenue, selling, general and
    administrative expenses increased to 29 percent for
    fiscal 1999 from 28 percent for the prior year.

      For the year ended March 31, 1999, BlowOut
    Video, Inc. recorded pre-tax income of $0.7
    million, or 8 percent of total revenue.  This
    compares with pre-tax income of $0.7 million, or 11
    percent of total revenue, in fiscal 1998.

    Consolidated Balance Sheet

      At March 31, 1999, total assets were $49.5
    million, a decrease of $2.1 million from the $51.6
    million a year earlier.  A substantial portion of
    the decrease resulted from the Company's use of
    cash to repurchase the Company's Common Stock, as
    noted below, and to reduce accounts payable.

      Net current liabilities relating to BlowOut at
    March 31, 1999 and 1998 of approximately $3.7
    million and $4.6 million, respectively represent
    amounts reserved for contingencies not yet settled
    as of year end.


    LIQUIDITY AND CAPITAL RESOURCES

      At March 31, 2000, the Company had cash and
    other liquid investments of $4.0 million, compared
    to $2.1 million at March 31, 1999.  At year-end,
    the Company's current ratio (current assets/current
    liabilities) was 1.32 compared to 1.13 a year
    earlier.  This improvement is primarily due to the
    Company retiring approximately $10.5 million in
    debt with the proceeds from the settlement of the
    litigation with Hollywood Entertainment.

      The Company had an agreement for a line of
    credit with a financial institution in an amount
    not to exceed the lesser of $7,500,000 or the sum
    of 80% of the net amount of eligible accounts
    receivable as defined in the agreement. Interest
    was payable monthly at the bank's prime rate plus 1
    percent (9% at March 31, 2000). The line was
    secured by substantially all of the Company's
    assets.  The terms of the agreement required, among
    other things, a minimum amount of tangible net
    worth, minimum current ratio and minimum total
    liabilities to tangible net worth.  The agreement
    also restricted the amount of net losses, loans and
    indebtedness and limited the payment of dividends
    on the Company's stock.  The Company was in
    compliance with these covenants as of March 31,
    2000.  At March 31, 2000, the Company had no
    amounts outstanding under this agreement.

        In May 2000 this line of credit was replaced with a
    $12,000,000 line of credit with a different lender.
    Interest under this line is payable monthly at the
    bank's prime rate plus 1/4 percent.  The new 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 and working
    capital.  The agreement also restricts the amount of
    loans and indebtedness and limits the payment of
    dividends on the Company's stock.  The agreement
    expires in May 2005.

      In 1992, the Company established a retailer
    financing program whereby the Company  provided, on
    a selective basis, financing to video retailers
    that the Company believed have the potential for
    substantial growth in the industry.  In connection
    with these financings, the Company typically made a
    loan to and/or an equity investment in the
    retailer.  In some cases, a warrant to purchase
    stock of the retailer was obtained.  As part of
    such financing, the retailer typically agreed 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 speculative in nature and
    involve a high degree of risk, and no assurance of
    a satisfactory return on investment can be given.

      The investments individually range from $50,000
    to $4.7 million.  As of March 31, 2000, the Company
    has invested or loaned approximately $6.9 million
    under the program and has reserves of approximately
    $5.7 million.  Included in the $6.9 million
    investment balance at March 31, 2000, are gross
    notes receivable of $2.7 million which are due as
    follows:  $1.4 million - 2000; $0.1 million - 2001;
    $0.3 million - 2002; $0.4 million - 2003; and $0.5
    million - 2008.  Interest rates on the various
    loans range from 5 percent to prime plus 1.5
    percent (10.5  percent at March 31, 2000) per
    annum.  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.  The amounts the Company could
    ultimately receive could differ materially in the
    near term from the amounts assumed in establishing
    reserves.

       On March 22, 1999, BlowOut Entertainment, Inc.
    (BlowOut) filed for Chapter 11 of the Federal
    Bankruptcy Code in the United States Bankruptcy
    Court for the District of Delaware.  At that same
    time BlowOut filed a motion to sell substantially
    all of its assets.  BlowOut is not related to the
    Company's wholly owned subsidiary BlowOut Video,
    Inc.  The sale, to a third party video retailer,
    was approved on May 10, 1999 and closed on May 17,
    1999. The Company was the principal creditor of
    BlowOut.  In 1996, the Company had agreed to
    guarantee up to $7 million of indebtedness of
    BlowOut (Guarantee).  Pursuant to the terms of the
    Guarantee, the Company agreed to guarantee any
    amounts outstanding under BlowOut's credit
    facility.  As the proceeds from the sale of the
    BlowOut assets were not sufficient to cover the
    amounts due under this facility, the Company,
    pursuant to the Guarantee, agreed to a payment plan
    to fulfill BlowOut's obligation under its credit
    facility.  The amount outstanding at March 31, 2000
    is approximately $590,000.   The payments, as made,
    will be recorded as a reduction of "net current
    liabilities of discontinued operations" on the
    accompanying balance sheet.

      The Company's sources of liquidity include its
    cash balance, cash generated from operations and
    its available credit resources.  These sources are
    expected to be sufficient to fund the Company's
    operations for the year ending March 31, 2001.


      RECENT ACCOUNTING PRONOUNCEMENTS

         In June 1999, the FASB issued Statement of
    Financial Accounting Standard No. 137 "Accounting for
    Derivative Instruments and Hedging Activities"
    (SFAS 137).  SFAS 137 is an amendment to Statement of
    Financial Accounting Standards No. 133, "Accounting for
    Derivative and Hedging Activities."  SFAS 137
    establishes accounting and reporting standards
    requiring that every derivative instrument be recorded
    in the balance sheet as either an asset or liability
    measured at its fair value.  SFAS 137 also requires
    that changes in the derivative instrument's fair value
    be recognized currently in results of operations unless
    specific hedge accounting criteria are met.  SFAS 137
    is effective for the Company's fiscal year beginning
    April 1, 2001.  The Company expects that adoption of
    SFAS 137 will not have a material impact on the
    Company's financial condition or results of operations.

        In December 1999, the Securities and Exchange
    Commission issued Staff Accounting Bulletin No. 101
    (SAB 101) on revenue recognition.  SAB 101 provides
    guidance on the recognition, presentation and
    disclosure of revenue in financial statements.  SAB
    101 is effective for the Company beginning July 1,
    2000.  The Company does not expect the adoption of
    SAB 101 to have an impact on its results of
    operations or financial position.


    ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
    ABOUT MARKET RISK

      The Company considered the provision of
    Financial Reporting Release No. 48 "Disclosure of
    Accounting Policies for Derivative Financial
    Instruments and Derivative Commodity Instruments,
    and Disclosure of Quantitative and Qualitative
    Information about Market Risk Inherent in
    Derivative Financial Instruments, Other Financial
    Instruments and Derivative Commodity Instruments."
    The Company had no holdings of derivative financial
    or commodity instruments at March 31, 2000.  A
    review of the Company's other financial instruments
    and risk exposures at that date revealed that the
    Company had exposure to interest rate risk.  The
    Company utilized sensitivity analyses to assess the
    potential effect of this risk and concluded that
    near-term changes in interest rates should not
    materially adversely affect the Company's financial
    position , results of operations or cash flows.
    ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

           Index to Consolidated Financial Statements


           Item                                     Page

             Report of Independent Public            23
               Accountants

             Consolidated Balance Sheets as          24
                of March 31, 2000
                and 1999

             Consolidated Statements of Income       25
                 for Years Ended March 31, 2000,
                 1999and 1998

             Consolidated Statements of              26
                 Stockholders' Equity
                 for Years Ended March 31, 2000,
                 1999 and 1998

             Consolidated Statements of Cash Flows   27
                 for Years Ended March 31, 2000,
                 1999 and 1998

             Notes to Consolidated Financial         29
                 Statements

             Financial Statement Schedules           48
                 Schedule II


              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


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, 2000 and
1999, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years
in the period ended March 31, 2000.  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 auditing standards
generally accepted in the United States.  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 financial statements referred to above
present fairly, in all material respects, the financial position
of Rentrak Corporation and subsidiaries as of March 31, 2000 and
1999, and the results of their operations and their cash flows
for each of the three years in the period ended March 31, 2000 in
conformity with accounting principles generally accepted in the
United States.

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, is fairly stated in all
material respects in relation to the consolidated financial
statements taken as a whole.


                                        ARTHUR ANDERSEN LLP


Portland, Oregon
May 19, 2000

<TABLE>
<CAPTION>


              RENTRAK CORPORATION AND SUBSIDIARIES

                   CONSOLIDATED BALANCE SHEETS

                  AS OF MARCH 31, 2000 AND 1999

                             ASSETS
                                               2000          1999
<S>                                      <C>           <C>

CURRENT ASSETS:
  Cash and cash equivalents               $ 4,028,271  $  2,145,963
  Accounts receivable, net of allowance    21,820,168    23,906,398
for doubtful accounts of $836,945 and
$355,241
  Advances to program suppliers             2,982,766     2,840,262
  Inventory                                 3,889,603     2,804,983
  Income tax receivable                       169,300     3,006,502
  Deferred tax asset                        1,878,113     1,579,637
  Notes receivable                          4,523,143     2,512,177
  Other current assets                      1,295,556       955,296
                                         ------------  ------------
          Total current assets             40,586,920    39,751,218
                                         ------------  ------------

PROPERTY AND EQUIPMENT, net                 2,642,700     1,723,448

OTHER INVESTMENTS, net                        302,481     2,014,701

DEFERRED TAX ASSET                          3,346,212     2,497,762

OTHER ASSETS                                3,595,041     3,469,660
                                         ------------  ------------
          Total assets                   $ 50,473,354  $ 49,456,789
                                         ============  ============
</TABLE>
<TABLE>

                                                      (Continued)
<CAPTION>
              RENTRAK CORPORATION AND SUBSIDIARIES

             CONSOLIDATED BALANCE SHEETS (CONTINUED)

                  AS OF MARCH 31, 2000 AND 1999

              LIABILITIES AND STOCKHOLDERS' EQUITY

                                               2000          1999
<S>                                      <C>           <C>

CURRENT LIABILITIES:
  Line of credit                          $         -  $  7,925,000
  Accounts payable                         24,162,040    16,628,294
  Accrued liabilities                       2,645,567     2,822,574
  Accrued compensation                      1,476,703       941,836
  Deferred revenue                          1,500,262       100,415
  Note payable                                500,000     3,000,000
  Net current liabilities of                  430,923     3,746,766
discontinued operations
                                         ------------  ------------
          Total current liabilities        30,715,495    35,164,885
                                         ------------  ------------

LONG-TERM DEFERRED REVENUE                  1,677,272             -

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value;                 -             -
authorized:
  10,000,000 shares
  Common stock, $.001 par value;               10,515        10,440
authorized:  30,000,000 shares;
issued and outstanding:  10,514,561
shares in 2000 and 10,439,948 shares
in 1999
  Capital in excess of par value           44,445,199    43,644,479
  Cumulative other comprehensive income      (264,684)      137,747
  Accumulated deficit                     (25,326,951)  (28,751,757)
  Less- Deferred charge - warrants           (783,492)     (749,005)
                                         ------------  ------------
          Total stockholders' equity       18,080,587    14,291,904
                                         ------------  ------------
          Total liabilities and          $ 50,473,354  $ 49,456,789
          stockholders' equity
                                         ============  ============


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

                CONSOLIDATED STATEMENTS OF INCOME

        FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998

                                 2000          1999          1998
<S>                       <C>           <C>           <C>

REVENUES:
  PPT                     $ 93,393,869  $106,406,342  $113,181,910
  Other                     19,990,351    17,381,048     9,569,136
                          ------------  ------------  ------------
                           113,384,220   123,787,390   122,751,046
                          ------------  ------------  ------------
OPERATING COSTS AND
EXPENSES:
    Cost of sales           91,706,290   103,942,898   102,483,865
    Selling and             26,448,569    15,995,941    13,062,064
    administrative
    Net (gain) expense      (7,791,880)    1,099,154             -
    from litigation
    settlement
    (Note 10)
                          ------------  ------------  ------------
                           110,362,979   121,037,993   115,545,929
                          ------------  ------------  ------------
     Income from             3,021,241     2,749,397     7,205,117
     operations
                          ------------  ------------  ------------
OTHER INCOME (EXPENSE):
  Interest income              743,464       429,830     1,135,823
  Interest expense            (669,373)     (381,825)     (158,708)
  Gain (loss) on            (1,207,483)      549,103      (324,734)
  investments
  Other                       (385,986)            -             -
                          ------------  ------------  ------------
                            (1,519,378)      597,108       652,381
                          ------------  ------------  ------------

                                                      (Continued)
</TABLE>
<TABLE>
<CAPTION>
              RENTRAK CORPORATION AND SUBSIDIARIES

          CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)

        FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998

                                      2000          1999          1998
<S>                            <C>           <C>           <C>

Income from continuing         $  1,501,863  $  3,346,505  $  7,857,498
operations before income tax
provision and gain from
disposal from discontinued
operations

INCOME TAX PROVISION               (450,559)   (1,303,999)   (3,199,032)
                                ------------  ------------  ------------
Net income from continuing        1,051,304     2,042,506     4,658,466
operations

GAIN FROM DISPOSAL FROM           2,373,502             -             -
DISCONTINUED OPERATIONS,
INCLUDING INCOME TAX BENEFIT
OF $483,502
                                ------------  ------------  ------------
     Net income                 $  3,424,806  $  2,042,506  $  4,658,466
                                ============  ============  ============

EARNINGS PER COMMON SHARE:
  Basic:
    Continuing Operations               $.10          $.19          $.42
    Discontinued operations              .23             -             -
                                        ----          ----         -----
     Total                              $.33          $.19          $.42
                                        ====          ====          ====
  Diluted:
    Continuing operations               $.10          $.18          $.41
    Discontinued operations              .22             -             -
                                        ----          ----          ----
     Total                              $.32          $.18          $.41
                                        ====          ====          ====

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

         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

        FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998

                                               Common Stock                       Cumulative
                                            -------------------     Capital in       Other
                                              Number of             Excess of     Comprehensive
                                                 Shares    Amount   Par Value         Income
<S>                                           <C>          <C>     <C>              <C>

BALANCE AT MARCH 31, 1997                     11,847,441   $11,847 $47,931,165      $ 184,932
  Repurchase of common stock                  (1,082,900)   (1,082) (4,124,329)             -
  Issuance of common stock under employee        221,914       222     888,007              -
stock option plans
  Net income                                           -         -           -              -
  Change in unrealized gain (loss) on                  -         -           -       (130,287)
investment securities, net of tax

        Total comprehensive income
  Income tax benefit from stock option exercise        -         -     320,455              -
  Retirements of warrants                              -         -   (250,000)              -
  Issuance of warrants                                 -         -     600,000              -
  Amortization of warrants                             -         -           -              -
                                              ----------   ------- -----------      ---------
BALANCE AT MARCH 31, 1998                     10,986,455    10,987  45,365,298         54,645
  Repurchase of common stock                    (592,484)     (593) (1,964,622)             -
  Issuance of common stock
  under employee stock                            45,977        46     118,375              -
  option plans
  Net income                                           -         -           -              -
  Change in unrealized gain (loss) on                  -         -           -         83,102
  investment securities, net of tax

        Total comprehensive income
  Income tax benefit from stock option exercise        -         -      41,428              -

</TABLE>
<TABLE>
<CAPTION>

              RENTRAK CORPORATION AND SUBSIDIARIES

   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)

        FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998

                                               Common Stock      Capital in    Cumulative
                                            -------------------                 Other
                                              Number of           Excess of  Comprehensive
                                               Shares    Amount   Par Value       Income
<S>                                           <C>        <C>     <C>             <C>


  Issuance of warrants                                 - $     - $    84,000      $       -
  Amortization of warrans                              -       -           -              -
                                              ---------- ------- -----------      ---------
BALANCE AT MARCH 31, 1999                     10,439,948  10,440  43,644,479        137,747
  Issuance of common stock under
  employee stock                                  74,613      75     228,882              -
option plans
  Net income                                           -       -           -              -
  Change in unrealized gain (loss) on                  -       -           -      (402,431)
investment securities, net of tax

        Total comprehensive income
  Income tax benefit from stock option exercise        -       -      27,699              -
  Issuance of warrants                                 -       -     544,139              -
  Amortization of warrants                             -       -           -              -
                                              ---------- ------- -----------      ---------
BALANCE AT MARCH 31, 2000                     10,514,561 $10,515 $44,445,199     $(264,684)
                                              ========== ======= ===========      =========
</TABLE>
<TABLE>
<CAPTION>

               RENTRAK CORPORATION AND SUBSIDIARIES

   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)

        FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998

                                                    Deferred
                                     Accumulated     Charge         Total     Comprehensive
                                        Deficit      Warrants                    Income
<S>                                  <C>           <C>          <C>               <C>

BALANCE AT MARCH 31, 1997            $(35,452,729)  $(1,403,158) $11,272,057
  Repurchase of common stock                    -             -   (4,125,411)
  Issuance of common stock under                -             -      888,229
employee stock option plans
  Net income                            4,658,466             -    4,658,466     $4,658,466
  Change in unrealized gain (loss) on           -             -     (130,287)      (130,287)
investment securities, net of tax
                                                                                 ----------
        Total comprehensive income                                               $4,528,179
  Income tax benefit from stock option          -             -     320,455     ==========
  exercise
  Retirements of warrants                       -             -    (250,000)
  Issuance of warrants                          -      (600,000)          -
  Amortization of warrants                      -       620,616     620,616
                                      ------------   ----------- -----------
BALANCE AT MARCH 31, 1998             (30,794,263)   (1,382,542)  13,254,125
  Repurchase of common stock                    -             -   (1,965,215)
  Issuance of common stock under                -             -      118,421
employee stock option plans
  Net income                            2,042,506             -    2,042,506     $2,042,506
  Change in unrealized gain (loss) on           -             -       83,102         83,102
investment securities, net of tax
                                                                                 ----------
        Total comprehensive income                                               $2,125,608
  Income tax benefit from stock                 -             -       41,428     ==========
  option exercise
</TABLE>
<TABLE>
<CAPTION>


              RENTRAK CORPORATION AND SUBSIDIARIES

   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)

        FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998

                                                    Deferred
                                     Accumulated     Charge         Total      Comprehensive
                                        Deficit      Warrants                     Income

<S>                              <C>                 <C>           <C>            <C>

  Issuance of warrants                $          -   $   (84,000)  $        -
  Amortization of warrants                       -       717,537      717,537
                                      ------------    -----------  -----------
BALANCE AT MARCH 31, 1999              (28,751,757)     (749,005)  14,291,904
  Issuance of common stock under                 -             -      228,957
employee stock option plans
  Net income                             3,424,806             -    3,424,806     $3,424,806
  Change in unrealized gain (loss) on            -             -     (402,431)      (402,431)
investment securities, net of tax
                                                                                  ----------
        Total comprehensive income                                                $3,022,375
  Income tax benefit from stock option           -             -       27,699     ==========
  exercise
  Issuance of warrants                           -      (544,139)           -
  Amortization of warrants                       -       509,652      509,652
                                      ------------   -----------  -----------
BALANCE AT MARCH 31, 2000             $(25,326,951)  $  (783,492) $18,080,587
                                      ============   ===========  ===========


The accompanying notes are an integral part of these consolidated
                           statements.
</TABLE>
<TABLE>
<CAPTION>

              RENTRAK CORPORATION AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF CASH FLOWS

        FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998

                                           2000          1999          1998
<S>                                 <C>              <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                        $  3,424,806   $ 2,042,506   $ 4,658,466
    Adjustments to reconcile net
      income to net cash provided
      by (used in) operating
      activities-

    Gain on disposal of discontinued
          operation                     (2,373,502)            -             -

      (Gain) loss on                     1,207,483      (549,103)      324,734
        investments

      Gain on                           (7,791,880)            -             -
        litigation
        settlement

      Depreciation and                   1,780,966     1,286,515       696,883
        amortization

      Write-off of                         421,675             -             -
        intangibles

      Amortization of                      509,652       717,537       620,616
        warrants

      Provision (credit)for              6,341,032     (125,000)     (300,000)
        doubtful accounts

      Retailer                            (373,394)       141,698     (518,450)
        financing
        program
        reserves

      Reserves on                          110,918        17,596       150,977
        advances to
        program
        suppliers

      Deferred income                     (900,272)    1,176,909     1,277,239
        taxes

      Net proceeds from                  1,847,505             -             -
      litigation settlement

      Change in specific
        accounts:

        Accounts                        (3,231,008)      778,471     (9,139,446)
          receivable

        Advances to                       (253,422)   (2,425,883)      (658,014)
           program suppliers

        Inventory                       (1,084,620)     (377,807)      (524,558)

        Income tax                       2,864,901    (1,014,739)      (802,511)
          receivable

        Notes                            1,227,099      (537,802)      (557,407)
          receivable and other
          current assets

        Accounts                         7,233,746    (4,561,190)     6,173,164
          payable

        Accrued                            357,860       158,730      (203,803)
          liabilities and compen-
          sation

        Deferred                         3,077,119      (729,448)   (1,842,986)
          revenue

        Net current                       (942,341)   (1,176,530)      (47,741)
          liabilities of dis-
          continued operations          -----------   -----------   -----------

          Net cash                       13,454,323   (5,177,540)     (692,837)
            provided by (used in)
            operating activities         -----------   -----------   -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
        Purchases of property            (1,790,501)     (503,030)     (508,398)
        and equipment

        Investments in                     (384,500)   (1,329,778)     (550,000)
        retailer financing program

        Proceeds from                       228,539             -       518,450
        retailer financing program

        Purchases of                       (398,122)     (570,512)   (1,076,299)
        investments

        Proceeds from sale of               975,305     1,525,538       289,016
        investments

        Reduction (additions)                (6,693)   (1,238,601)       701,761
        of other assets and intangibles ------------   -----------   -----------

        Net cash used                    (1,375,972)   (2,116,383)     (625,470)
        in investing activities         ------------   -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

        Net borrowings                   (7,925,000)     1,925,000     1,000,000
        (payments) on line of credit

        Net borrowing                    (2,500,000)     3,000,000            -
        (payments) on notes payable

        Retirement of                             -              -     (250,000)
        warrants

        Repurchase of common                      -     (1,965,215)  (4,125,411)
        stock

        Issuance of common                  228,957       118,421       888,229
        stock                           ------------   -----------   -----------

               Net cash                 (10,196,043)     3,078,206   (2,487,182)
               provided by(used in)
               financing activities     ------------   -----------   -----------

       NET INCREASE (DECREASE)            1,882,308   (4,215,717)   (3,805,489)
        IN CASH AND CASH EQUIVALENTS

       CASH AND CASH                      2,145,963     6,361,680    10,167,169
       EQUIVALENTS AT BEGINNING OF YEAR ------------   -----------   -----------

       CASH AND CASH                   $  4,028,271   $ 2,145,963   $ 6,361,680
       EQUIVALENTS AT END OF YEAR      ============   ===========   ===========

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

              RENTRAK CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  MARCH 31, 2000, 1999 AND 1998

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, the Company enters into contracts to lease
video cassettes from program suppliers (producers of motion
pictures and licensees and distributors of home video cassettes)
which are then leased to retailers for a percentage of the
rentals charged by the retailers.

The Company's wholly owned subsidiary, 3PF.COM,Inc. (3PF),
provides e-fulfillment order processing and inventory management
services to e-tailers, wholesalers and businesses requiring just-
in-time fulfillment.

The Company's wholly owned subsidiary BlowOut Video, Inc. sells
video cassettes and DVDs through its 7 retail video stores that
operate under the name of BlowOut Video.

Rentrak Japan

In December 1989, the Company entered into a definitive agreement
with Culture Convenience Club Co., Ltd. (CCC) 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 receives a royalty of
1.67% for all sales of up to $47,905,000, plus one-half of
one percent (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, of which $1 million was paid in fiscal
1995 and $1 million was paid in fiscal 1999.  The term of the
Agreement was extended from the year 2001 to the year 2039.  The
Company currently owns approximately 9% of Rentrak Japan.

In December 1999, the Company received a prepayment of $2,500,000
in exchange for $4,000,000 of credit related to the annual
royalty described above.  This credit is being recognized in
revenues as royalties are earned under the terms of the contract.
As of March 31, 2000, $1,638,363 has been recorded as deferred
revenue on the accompanying consolidated balance sheet to be
recognized in future periods.

Rentrak UK Limited

In February 1998, the Company entered into a Shareholders
Agreement and a PPT License Agreement with Columbus Holdings
Limited and Rentrak UK Limited (Rentrak UK) to develop the
Company's PPT distribution and information processing business in
the United Kingdom through Rentrak UK. The PPT Agreement remains
in force in perpetuity, unless terminated due to material breach
of contract, liquidation of Rentrak UK or non-delivery, by the
Company to Rentrak UK, of all retailer and studio software,
including all updates. Pursuant to the PPT Agreement, during the
term of the PPT Agreement, the Company will receive a royalty of
1.67% of Rentrak UK's gross revenues from any and all sources.

Rentrak UK was originally structured as a joint venture between
the Company, which owned 25%, Columbus Holdings Limited, which
owned 67% of the venture and Rentrak Japan, which owns 8%.  On
March 31, 1999, the Company acquired Columbus Holdings Limited's
67% interest, and now owns 84% of Rentrak UK.  The acquisition,
which was not material to the operations of the Company, was
accounted for as a purchase.  As of March 31, 2000, Rentrak UK is
not generating income or positive cash flow.  Accordingly, the
Company wrote-off its investment of $222,000.  Management of the
Company is evaluating Rentrak UK's operations and is exploring
options including selling or closing down the operations.
Management intends to make a decision in the second quarter of
2001.

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.

Management Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
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, among
others, reserves on retailer financing program investments
(Note 4). Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased
with a maturity of three months or less at acquisition 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 reflected in other comprehensive income
as change in 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 for the years ended March 31 are as follows:
<TABLE>
<CAPTION>
         Proceeds     Gross Gains  Gross Losses
<C>     <C>            <C>          <C>

2000    $  975,305     $554,971     $(121,105)

1999     1,525,538      843,749      (294,646)

1998       519,688       24,375      (118,437)
</TABLE>

When, in management's opinion, available for sale securities have
experienced an other than temporary decline, the amount of the
decline in market value below cost is recorded in the income
statement as a loss on investments.

In fiscal years 2000 and 1998, management determined that certain
investments had incurred unrealized losses resulting from other
than temporary declines in market value below the cost of the
investments.  Unrealized losses from other than temporary decline
in market value of $1,245,157 and $230,672 were recorded in gain
(loss) on investments in the March 31, 2000 and 1998 consolidated
statement of income, respectively.  There were no unrealized
losses recognized in the March 31, 1999 consolidated statement of
income.

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, 2000 and 1999.

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 property and equipment 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.  The Company estimates the
sum of expected future undiscounted preinterest expense net cash
flows from 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.

Revenue Recognition

The PPT agreements generally 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 income
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 may charge 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.

Revenues derived from fulfillment services are recognized when
products are shipped.

During fiscal 2000, the company received a $2,500,000 prepayment
from a customer in exchange for $4,000,000 in credit related to a
long-term agreement.  This prepayment related to periods
subsequent to March 31, 2000 and has therefore been recorded as
deferred revenue on the accompanying consolidated balance sheet.
Deferred revenue will be recognized in future periods as revenues
are earned under the terms of the contract.

Stockholders and directors, or their families own interests in
several stores participating in the PPT program.  The Company
realized revenues from these stores of approximately $47,000,
$99,000 and $323,000 during fiscal 2000, 1999 and 1998,
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.

Earnings Per Share

Basic earnings per common share is computed by dividing net
income by the weighted average number of shares of common stock
outstanding during the period.  Diluted earnings per common share
is computed on the basis of the weighted average shares of common
stock outstanding plus common equivalent shares arising from
dilutive stock options.
<TABLE>
<CAPTION>
The weighted average number of shares of common stock and common
stock equivalents and net income used to compute basic and
diluted earnings per share for the years ended March 31 were
calculated as follows:

                                2000                  1999                  1998
                        --------------------- --------------------- ---------------------
                             Basic    Diluted      Basic    Diluted      Basic    Diluted
<S>                      <C>        <C>        <C>        <C>        <C>        <C>

Weighted average number  10,477,334 10,477,334 10,775,126 10,775,126 11,222,443 11,222,443
of shares of common
stock outstanding
Dilutive effect of
exercise of stock                 -    281,787          -    291,017          -     222,378
options
                         ---------- ---------- ---------- ---------- ---------- ----------
Weighted average number  10,477,334 10,759,121 10,775,126 11,066,143 11,222,443 11,444,821
of shares of common
stock outstanding and
common stock
equivalents
                         ========== ========== ========== ========== ========== ==========

Net income:
  Continuing operations  $1,051,304 $1,051,304 $2,042,506 $2,042,506 $4,658,466 $4,658,466
  Discontinued            2,373,502  2,373,502          -          -          -          -
  operations
                         ---------- ---------- ---------- ---------- ---------- ----------
     Net income          $3,424,806 $3,424,806 $2,042,506 $2,042,506 $4,658,466 $4,658,466
                         ========== ========== ========== ========== ========== ==========

Earnings per share:
  Continuing operations       $0.10      $0.10      $0.19      $0.18      $0.42      $0.41
  Discontinued                 0.23       0.22          -          -          -          -
   operations
                              -----      -----      -----      -----      -----      -----
     Earnings per share       $0.33      $0.32      $0.19      $0.18      $0.42      $0.41
                              =====      =====      =====      =====      =====      =====
</TABLE>
Options and warrants to purchase approximately 4,400,000,
4,400,000 and 4,300,000 shares of common stock were outstanding
during the years ended March 31, 2000, 1999 and 1998,
respectively, but were not included in the computation of diluted
EPS because the exercise price of the options and warrants were
greater than the average market price of the common shares.

Advertising Expense

Advertising expense, net of advertising reimbursements, totaled
approximately $952,000, $641,000 and $71,000 for the years ended
March 31, 2000, 1999 and 1998, respectively.
<TABLE>
Statements of Cash Flows

The Company had the following transactions for the years ended
March 31:
<CAPTION>
                                       2000       1999        1998
<S>                             <C>          <C>        <C>

CASH PAID (RECEIVED) FOR:
  Interest                      $   656,723  $ 328,802  $  153,398
  Income taxes, net of refunds  (1,645,085)  (493,645)   2,790,158

NONCASH FINANCING AND INVESTING
ACTIVITIES:
Reclassification of accounts      1,023,794    269,775   1,478,869
receivable to other assets and
other investments
Issuance of warrants              (544,139)   (84,000)   (600,000)
Tax benefit from stock option      (27,699)   (41,428)   (320,455)
exercises
Receipt of note receivable in     4,000,000          -           -
litigation settlement (Note
10)
Receipt of common stock in        1,944,375          -           -
litigation settlement (Note
10)
Change in unrealized gain         (402,431)     83,102   (130,287)
(loss) on investment
securities, net of tax
</TABLE>

Comprehensive Income

In June 1997, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" (SFAS 130).  The Company has
adopted SFAS 130.  The statement establishes presentation and
disclosure requirements for reporting comprehensive income.
Comprehensive income includes charges or credits to equity that
is not the result of transactions with shareholders.  Components
of the Company's comprehensive income consist of the change in
unrealized gain (loss) on investment securities (net of tax), net
of the reclassification adjustment for gains (losses) included in
net income as of March 31 is as follows:
<TABLE>
<CAPTION>
                                    2000     1999        1998
<S>                              <C>        <C>       <C>

Holding gains (losses) arising   $(534,988) $291,761  $(166,031)
  during the period, net of tax
Less- Reclassification              132,557  208,659    (35,744)
  adjustment for gains (losses)
  included in net income, net of
  tax
                                  --------- --------   ---------
Change in unrealized gains       $(402,431) $ 83,102  $(130,287)
  (losses) on investment
  securities, net of tax          ========= ========   =========
</TABLE>

Impact of Recent Accounting Pronouncements

In June 1999, the FASB issued Statement of Financial Accounting
Standard No. 137 "Accounting for Derivative Instruments and
Hedging Activities" (SFAS 137).  SFAS 137 is an amendment to
Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative and Hedging Activities."  SFAS 137 establishes
accounting and reporting standards requiring that every
derivative instrument be recorded in the balance sheet as either
an asset or liability measured at its fair value.  SFAS 137 also
requires that changes in the derivative instrument's fair value
be recognized currently in results of operations unless specific
hedge accounting criteria are met.  SFAS 137 is effective for the
Company's fiscal year beginning April 1, 2000.  The Company
expects that adoption of SFAS 137 will not have a material impact
on the Company's financial condition or results of operations.

In December 1999, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 101 (SAB 101) on revenue
recognition.  SAB 101 provides guidance on the recognition,
presentation and disclosure of revenue in financial statements.
SAB 101 is effective for the Company beginning July 1, 2000.  The
Company does not expect the adoption of SAB 101 to have a
material impact on its results of operations or financial
position.

Reclassifications

Certain reclassifications have been made to prior year amounts to
conform to the current year presentation.

2.  INVESTMENT SECURITIES:

The carrying value and estimated fair value of marketable
securities at March 31 were as follows:
<TABLE>
<CAPTION>
                     Carrying  Unrealized  Unrealized
                        Value  Gross Gain  Gross Loss  Fair Value
<S>                <C>           <C>       <C>         <C>

As of March 31,
  2000:
    Available for
      sale-
       Noncurrent:
        Corporate  $2,335,290    $ 30,319  $(457,233)  $1,908,376
        securities ==========    ========   =========  ==========

As of March 31,
  1999:
    Available for
      sale-
       Noncurrent:
        Corporate  $   35,108    $222,249  $     (77)  $  257,280
        securities ==========    ========   =========  ==========
</TABLE>

Investment securities that have limited marketability are
classified as noncurrent as it is management's intent not to
dispose of the securities within one year.

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

                               March 31,
                               -----------------------
                                       2000         1999
<S>                             <C>          <C>

Furniture and fixtures          $ 7,054,568  $ 5,861,824
Machinery and equipment             438,312      213,412
Leasehold improvements            2,060,114    1,687,257
                                -----------  -----------
                                  9,552,994    7,762,493
Less- Accumulated depreciation  (6,910,294)  (6,039,045)
                                -----------  -----------
                                $ 2,642,700  $ 1,723,448
                                ===========  ===========
</TABLE>

4.  RETAILER FINANCING PROGRAM:

In 1992, the Company established a retailer financing program
whereby on a selective basis it provided financing to video
retailers that the Company believed had potential for substantial
growth.  In connection with these financings, the Company
typically made a loan and/or equity investment in the retailer.
In some cases, a warrant to purchase stock was obtained.  As part
of such financings, the retailer typically agreed 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.

As of March 31, 2000, the Company has invested or made oral or
written commitments to loan to or invest approximately $6,900,000
in various video retailers.  The amounts outstanding under this
program individually range from $50,000 to $4,700,000.  The
notes, which have payment terms that vary according to the
individual loan agreements, are due from 2000 through 2007.
Interest rates on the various loans range from 5% to prime plus
1.5% (10.5% at March 31, 2000).  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 of Financial Accounting Standards No. 114, "Accounting
by Creditors for Impairment of a Loan" (SFAS 114).  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.  The amounts the Company could ultimately receive
could differ materially in the near-term from the amounts assumed
in establishing the reserves.

At March 31, 2000 the Company had invested or loaned
approximately $6,900,000 under the program and had provided
reserves of approximately $5,700,000. At March 31,1999 the
Company had invested or loaned approximately $14,000,000 under
the program and had provided reserves of approximately
$9,600,000.  These balances are included in other assets.

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

                            2000        1999
<S>                     <C>         <C>

Beginning balance       $ 9,575,688 $9,353,995
Additions to reserve      1,245,157    240,614
Write offs              (5,115,665)          -
Recoveries                 (20,997)   (18,921)
                        ----------- ----------
Ending balance          $ 5,684,183 $9,575,688
                        =========== ==========
</TABLE>

A substantial portion of the write-offs in fiscal 2000 related to
assets which were fully reserved in prior years.

5.  LINE OF CREDIT:

The Company had an agreement for a line of credit with a
financial institution in an amount not to exceed the lesser of
$7,500,000 or the sum of 80% of the net amount of eligible
accounts receivable as defined in the agreement. Interest was
payable monthly at the bank's prime rate plus 1 percent (9% at
March 31, 2000). The line was secured by substantially all of the
Company's assets.  The terms of the agreement required, among
other things, a minimum amount of tangible net worth, minimum
current ratio and minimum total liabilities to tangible net
worth.  The agreement also restricted the amount of net losses,
loans and indebtedness and limited the payment of dividends on
the Company's stock.  The Company was in compliance with these
covenants as of March 31, 2000.  At March 31, 2000 and 1999, the
Company had $0 and $7,925,000, respectively, outstanding under
this agreement.

In May 2000 this line of credit was replaced with a $12,000,000
line of credit with a different lender.  Interest under this line
is payable monthly at the bank's prime rate plus 1/4 percent.
The new 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 and working capital.  The
agreement also restricts the amount of loans and indebtedness and
limits the payment of dividends on the Company's stock.  The
agreement expires in May 2005.

6.  RELATED PARTY NOTE PAYABLE:

On January 29, 1998, the Company entered into a $3,000,000
unsecured note payable with a director of the Company.  The 10%
interest-bearing note was repaid in full in January 2000.  During
fiscal 2000, the Company's subsidiary, Blowout Video Holding
Company, entered into a $3,000,000 line of credit with a director
of the Company.  The line expires in August 2002 and bears
interest at prime plus 1.5 percent (10.5% at March 31, 2000).
The line is secured by substantially all the assets of BlowOut
Video Holding Company.  At March 31, 2000, the Company had
$500,000 outstanding under this agreement which is recorded in
accrued liabilities in the accompanying consolidated balance
sheet.

7.  INCOME TAXES:
<TABLE>
<CAPTION>
The provision (benefit) for income taxes is as follows for the
years ended March 31:

                               2000       1999       1998
<S>                         <C>       <C>        <C>

Current tax provision:
  Federal                   $      -  $        - $1,689,658
  Foreign                          -           -  1,500,000
  State                      125,192           -    232,133
                            --------  ---------- ----------
                             125,192           -  3,421,791
Deferred tax provision       325,367   1,303,999  (222,759)
  (benefit)
                            --------  ---------- ----------
Income tax provision        $450,559  $1,303,999 $3,199,032
                            ========  ========== ==========
</TABLE>

The reported provision for income taxes from continuing
operations differs from the amount computed by applying the
statutory federal income tax rate of 34% to income before
provision for income taxes as follows for the years ended
March 31:
<TABLE>
<CAPTION>
                                  2000        1999        1998
<S>                          <C>        <C>         <C>

Provision computed at        $ 510,633  $1,137,812  $2,688,549
  statutory rates
State taxes, net of federal     59,474     133,860     117,464
  benefit
Amortization of warrants       193,667     272,664     235,834
Recognition of net operating (131,507)           -           -
  loss carryforward
Other                        (181,708)   (240,337)     157,185
                             ---------  ----------  ----------
                             $ 450,559  $1,303,999  $3,199,032
                             =========  ==========  ==========
</TABLE>
<TABLE>
<CAPTION>

Deferred tax assets and (liabilities) from continuing operations
are comprised of the following components at March 31, 2000 and
1999:

                                             2000        1999
<S>                                    <C>         <C>

Deferred tax assets:
  Current-
    Allowance for doubtful accounts    $   78,113  $   78,113
    Retailer-related accruals                   -     140,703
    Foreign tax credit                    823,559     713,497
    Net operating loss carryforward             -     539,108
    Capital loss carryforward             327,749     195,543
    Deferred revenue                      570,100           -
    Other                                  78,592    (87,327)
                                       ----------  ----------
Total current deferred tax assets       1,878,113   1,579,637
                                       ----------  ----------
  Noncurrent-
    Depreciation                          423,846     433,691
    Retailer financing program            320,107     552,775
      reserve
    Program supplier reserves             484,910     442,761
    Unrealized loss on investments        299,296     143,675
    Foreign tax credit                  1,000,000   1,000,000
    Deferred revenue                      637,361           -
    Intangibles amortization                    -   (160,237)
    Other                                 180,692      85,097
                                       ----------  ----------
Total noncurrent deferred tax assets    3,346,212   2,497,762
                                       ----------  ----------
Total deferred tax assets              $5,224,325  $4,077,399
                                       ==========  ==========
</TABLE>

8.  STOCKHOLDERS' EQUITY:

Stock Options and Warrants

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 750,000.  In August 1997, the Company
adopted the 1997 Equity Participation Plan.  The aggregate number
of shares which may be issued upon exercise of options under the
plan shall not exceed 1,600,000.  The plans are administered by
the Stock Option Committee of the Board which determines the
terms and conditions of options issued under the plans.  Options
granted to date under the plans are exercisable over four to five
years and expire ten years after date of grant.  As of March 31,
2000, the Company has 387,170 and 168,934 options available to be
granted under the 1997 Non-Officer Employee Stock Option Plan and
1997 Equity Participation Plan, respectively.

The Company has elected to account for its stock-based
compensation plans in accordance with APB 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 2000, 1999 and 1998, using
the Black-Scholes option pricing model as prescribed by SFAS 123
and the following assumptions:
<TABLE>
<CAPTION>
                                     2000         1999          1998
<S>                         <C>           <C>           <C>

Risk-free interest rate     5.37  - 6.91% 4.46 - 6.03%  5.56 - 7.17%
Expected dividend yield                0%           0%            0%
Expected lives               5 - 10 years 5 - 10 years  5 - 10 years
Expected volatility                72.20%       68.94%        48.53%

</TABLE>

Adjustments were made for options forfeited prior to vesting.
Had compensation expense for these plans been determined in
accordance with SFAS 123, the Company's net income and earnings
per share reflected on the March 31, 2000, 1999 and 1998
statements of income would have been the following unaudited
pro forma amounts:
<TABLE>
<CAPTION>
                                    2000        1999       1998
<S>                             <C>         <C>        <C>

Net income
  As reported                   $3,424,806  $2,042,506 $4,658,466
  Pro forma                      2,293,758      95,767  3,873,988

Basic earnings per share
  As reported                         $.33        $.19       $.42
  Pro forma                            .22         .01        .35

Diluted earnings per share
  As reported                         $.32        $.18       $.41
  Pro forma                            .21         .01        .34
</TABLE>

The table below summarizes the plans' activity:
<TABLE>
<CAPTION>
                                         Options Outstanding
                                      -------------------------
                                                    Weighted
                                      Number of     Average
                                       Shares    Exercise Price

<S>                                   <C>                 <C>

Balance at March 31, 1997             2,956,123           $4.72

  Granted-
    Option price = fair market value    549,174            4.11
    Option price > fair market value     45,714            4.98
    Option price < fair market value     10,000            2.94
  Issued                               (221,914)           4.14
  Canceled                             (513,772)           4.89
                                      ---------           -----
Balance at March 31, 1998             2,825,325            4.60

  Granted-
    Option price = fair market value    919,216            5.04
  Issued                                (45,977)           2.77
  Canceled                             (252,458)           4.77
                                      ---------           -----
Balance at March 31, 1999             3,446,106            4.73

  Granted-
    Option price = fair market value    607,837            3.97
    Option price > fair market value     15,000            7.38
    Option price < fair market value     12,500            2.81
  Issued                                (74,613)           3.08
  Canceled                             (147,128)           5.75
                                      ---------           -----
Balance at March 31, 2000             3,859,702           $4.60
                                      =========           =====
</TABLE>

Using the Black Scholes methodology, the total value of options
granted during fiscal years 2000, 1999 and 1998 was approximately
$2,560,000, $4,633,000 and $2,510,000, which would be amortized
on a pro forma basis over the vesting period of the option. The
weighted average fair value of options granted during the years
ended March 31, 2000, 1999 and 1998 was $4.03, $5.04 and $4.15,
respectively.  Options to purchase 2,494,190, 2,006,932 and
1,560,482 shares of common stock were exercisable at March 31,
2000, 1999 and 1998, respectively.  These exercisable options had
weighted average exercise prices of $4.70, $4.57 and $4.62 at
March 31, 2000, 1999 and 1998, respectively.

The following table summarizes information about stock options
outstanding at March 31, 2000:
<TABLE>
<CAPTION>
                 Options Outstanding        Options Exercisable
            ------------------------------  --------------------
                       Weighted
            Outstand-   Average   Weighted  Exercisable Weighted
 Range of   ing as of  Remaining  Average      as of    Average
 Exercise   March 31,  Contract-  Exercise   March 31,  Exercise
   Prices      2000    ual Life     Price        2000     Price

<C>         <C>               <C>  <C>        <C>         <C>
$1.00-$2.59    37,922         0.0  $  1.28       37,922   $ 1.28
  2.60-6.49 3,745,251         5.9     4.54    2,389,739     4.63
  6.50-9.78    76,529         7.8     9.38       66,529     9.36
            ---------                         ---------
  1.00-9.78 3,859,702         5.9     4.60    2,494,190     4.70
            =========                         =========
</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 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 13).

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.  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 $6.578.  This
adjustment was done in connection with the distribution of the
common stock of BlowOut Entertainment, Inc. (BlowOut) in November
1996 (Note 13).  The adjustment was done pursuant to the
supplier's agreement that requires the Company to adjust the
warrant if a distribution of the Company's assets occurs.  During
fiscal year 1998, the warrants were canceled.  The consideration
of $250,000 which was paid by the Company for the cancellation of
these warrants and the warrant for 459,303 shares of the
Company's common stock as noted below was charged to
stockholders' equity.

As a result of the stock adjustment which was done in connection
with the distribution of the common stock of BlowOut, 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 13).  The adjustment was done pursuant to the supplier's
agreement that requires the Company to adjust the warrant if a
distribution of the Company's assets occurs.  During fiscal year
1998, the warrants were canceled.

In March 1998, 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 $6.59 per share, which exceeded market value at date of
grant.  The warrants were issued in connection with entering into
a long-term agreement with a customer.  These warrants expired
unexcercised in March 2000.

All warrants which the Company agreed to issue in 1995 and 1998
were valued by an outside valuation firm using standard warrant
valuation models.  The value of the warrants of $4,133,977 was
recorded in the equity section and is being amortized over the
associated periods to be benefited by each warrant.  In fiscal
2000, 1999 and 1998, expense associated with the warrants was
approximately $510,000 $718,000 and $621,000, 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
certain proposals to acquire control of the Company.  Under the
rights plan, each shareholder received 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.  Prior to the time that a person or
group acquires beneficial ownership of 15% or more of the
Company's outstanding stock, the Board of Directors, at their
discretion, may waive this provision with respect to any
transaction or may terminate the rights plan.

9.  COMMITMENTS:

Leases

The Company leases certain facilities and equipment under
operating leases expiring at various dates through 2009.
Approximate rental payments over the term of the leases exceeding
one year are as follows:

Year Ending March 31,

        2001           $ 2,685,000
        2002             2,231,000
        2003             1,820,000
        2004             1,655,000
        2005             1,649,000
 2006 and thereafter     3,411,000
                       -----------
                       $13,451,000
                       ===========

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 approximately  $2,335,000, $1,926,000 and $2,111,000
for the years ended March 31, 2000, 1999 and 1998, 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, 2000, the Company has reserved approximately
$2,000,000 for potential losses under such guarantee
arrangements.

On March 22, 1999, BlowOut filed for Chapter 11 of the Federal
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.  At that same time BlowOut filed a motion
to sell substantially all the assets of BlowOut.  BlowOut is not
related to the Company's wholly owned subsidiary BlowOut Video,
Inc.  The sale, to a third party video retailer, was approved on
May 10, 1999 and closed on May 17, 1999. The Company was the
principal creditor of BlowOut.  In 1996, the Company had agreed
to guarantee up to $7 million of indebtedness of BlowOut
(Guarantee).  Pursuant to the terms of the Guarantee, the Company
agreed to guarantee any amounts outstanding under BlowOut's
credit facility.  As the sale of the BlowOut assets were not
sufficient to cover the amounts due under this facility, the
Company, pursuant to the guarantee, has agreed to a payment plan
to fulfill BlowOut's obligation under its credit facility.  The
amount outstanding at March 31, 2000 is approximately $590,000.
The payments, as made, will be recorded as a reduction of "net
current liabilities of discontinued operations" on the
accompanying balance sheet.

10.  CONTINGENCIES:

In April 1998, the Company filed a complaint (the Hollywood
Complaint) against Hollywood Entertainment, Inc. (Hollywood),
entitled Rentrak Corporation v. Hollywood Entertainment et al.,
case No. 98-04-02811, in the Circuit Court of the State of Oregon
for the County of Multnomah, Portland, Oregon.  In January 2000,
the Company and Hollywood settled the case.  Pursuant to the
settlement, Hollywood paid the Company $14,000,000, $10,000,000
of which was paid in cash and $4,000,000 of which was paid by
promissory note due within six months of the settlement.  In
addition, Hollywood issued to the Company 200,000 shares of
Hollywood common stock.  After considering legal costs and
accounts receivable due from Hollywood, the Company recorded a
gain of $7,791,880.

In June 1998, Video Update, Inc. (Video Update) filed a complaint
(the Video Update Complaint) against the Company entitled Video
Update, Inc. v. Rentrak Corp., Civil Action No. 98-286, in the
United States District Court for the District of Delaware.  The
Video Update Complaint alleges various violations of the
antitrust laws, including that the Company has attempted to
monopolize the market for videocassettes leased to retail video
stores in violation of Section 2 of the Sherman Act.  Video
Update further alleges that the Company's negotiation and
execution of an exclusive, long-term revenue-sharing agreement
with Video Update violates Section 1 of the Sherman Act and
Section 3 of the Clayton Act.  Video Update is seeking
unspecified monetary relief, including treble damages and
attorneys' fees, and equitable relief, including an injunction
prohibiting the Company from enforcing its agreement with Video
Update or any exclusivity provision against videocassette
suppliers and video retailers.  In August 1998, the Court granted
the Company's motion to dismiss the Video Update Complaint
pursuant to Federal Rules of Civil Procedure Rule 12(b)(3) on the
basis of improper venue.

In August 1998, Video Update filed a new complaint against the
Company in the United States District Court for the District of
Oregon (the Re-Filed Complaint), Case No. 98-1013HA.  The Re-
Filed Complaint is substantially the same as the previous
complaint.  The Company believes the Re-Filed Complaint lacks
merit and intends to vigorously defend against the allegations in
the Complaint.  The Company has answered the Re-Filed Complaint
denying its material allegations and asserting several
affirmative defenses.  The Company also has counterclaimed
against Video Update alleging, among other things, breach of
contract, breach of the covenant of good faith and fair dealing,
promissory fraud, breach of fiduciary duty, breach of trust,
constructive fraud, negligent misrepresentation and intentional
interference with business advantage, and seeks damages and
equitable relief.

In October 1998, the Company filed a motion for summary judgment
seeking to dismiss the lawsuit filed against it by Video Update.
In January of 1999, the Company filed a separate motion for
partial summary judgment on its breach of contract counterclaim
seeking to recover more than $4.4 million in fees and interest
which the Company claims Video Update owes to it.  In response to
the Company's motions, Video Update asked the court for time to
take discovery before having to file oppositions.  The court has
given the parties until June 30, 2000 to conduct discovery.  The
court denied Rentrak's motions without reaching the merits and
without prejudice to re-filing the motions after discovery has
been conducted.  Rentrak expects to re-file its motions after
discovery has taken place.  On October 21, 1999, the Company
amended its counterclaims to add additional breach of contract
claims, a claim for trade secret misappropriation and a claim for
recovery of personal property.  The amended countercomplaint also
added Video Update's chairman, Daniel Potter as a defendant to
the fraud and negligent misrepresentation claims.  As of
March 31, 2000, the Company has approximately $4,600,000 in
accounts receivable relating to PPT transactions from Video
Update which the Company believes are recoverable.  Management
intends to monitor the situation quarterly and when management
becomes aware of information that indicates that the asset will
not be recovered, an appropriate reserve will be recorded.

In August 1998, the Company filed a complaint (the Movie Buffs
Complaint) against Susan Janae Kingston d/b/a Movie Buffs (Movie
Buffs), entitled Rentrak Corporation v. Susan Janae Kingston, an
individual, d/b/a Movie Buffs, Case No. CV 98-1004 HA, in the
United States District Court for the District of Oregon.  The
Movie Buffs complaint alleges breach of contract and conversion
claims and seeks damages in the amount of at least $3.3 million
and punitive damages of $500,000.  In September 1998, Movie Buffs
filed counterclaims against the Company and Third Party Claims
against Hollywood Entertainment Corp. (the Movie Buffs
Counterclaims).  The Movie Buffs Counterclaims allege that the
Company violated the antitrust laws, including the Sherman,
Clayton and Robinson-Patman Acts.  The Counterclaim also seeks
declaratory relief, an accounting and alleges fraud and
conspiracy to defraud, breach of contract, breach of the implied
covenant of good faith, and unfair trade practices.  Movie Buffs
seeks an unspecified amount of damages (at least $10 million),
treble damages, general and consequential damages, punitive
damages, Attorneys' fees and court costs.  In September 1998,
Roadrunner Video (Roadrunner Video) filed a third-party complaint
in intervention against the Company and Hollywood Entertainment
Corp. (the Roadrunner Complaint).  The Roadrunner Complaint
alleges the same claims as the Movie Buffs Counterclaims.    The
Company filed a motion to dismiss the Robinson-Patman Act claims
pursuant to Federal Rules of Civil Procedure 12(b)(6), which
motion was granted on March 5,1999.  The court also granted
Roadrunner and Movie Buff's request to dismiss their claims
against Hollywood without prejudice.  The Company believes the
Movie Buffs Counterclaims and the Roadrunner Complaint lack merit
and the Company intends to vigorously defend against all of the
allegations therein.

On April 12, 1999, Roadrunner and Movie Buffs filed amended
claims against Rentrak that added a new claim for fraud.  The
Company continues to believe that the remaining Roadrunner and
Movie Buffs claims are without merit and intends to continue to
vigorously defend itself.

On February 10, 2000, the Company filed a complaint (the "Action
Video Complaint") against David D. Passerallo, and Action Video,
Inc. entitled Rentrak Corporation v. David D. Passerallo, an
individual and Action Video, a North Carolina corporation, Case
No. CV 00-214-HA, in the United District Court for the District
of Oregon.  The Action Video Complaint alleges claims for
conversion, and breach of contract, payment on advance agreement
and personal guarantee.

On April 10, 2000, Action Video filed counterclaims against the
Company.  Action Video's counterclaims allege that the Company
violated antitrust laws, including the Sherman and Clayton Acts,
based on the Company's alleged efforts to favor certain customers
(such as Hollywood) over others and thereby restrain competition.
The Action Video Counterclaims also include the following: (1) a
demand for a declaratory ruling that the contract between the
Company and Action Video is unenforceable as unconscionable and a
contract of adhesion, (2) fraud and conspiracy to defraud, based
on allegedly false representations intended to induce Action
Video to act; (3) breach of contract based on the Company's
allegedly wrongful termination of its contract with Action Video,
allegedly wrongful computation of revenue entitlement, and
certain other alleged actions; (4) breach of an implied covenant
of good faith, based on the Company's allegedly wrongful
termination of its contract with Action Video; (5) unfair trade
practices based on the Company's alleged conduct during its
dealings with Action Video, including termination of the
Company's contract with Action Video; and (6) a demand for an
accounting of the nature and amount of the parties' respective
obligations under the contract.  Action Video seeks unspecified
monetary damages in excess of $7 million, treble damages, general
and consequential damages, punitive damages in the minimum amount
of $30 million, attorneys' fees and court costs.

The Company has sought to dismiss a number of Action Video's
counterclaims.  Action Video has agreed to dismiss certain of
these counterclaims and has agreed to replead its remaining
counterclaims.  The Company believes that the Action Video
Counterclaims are without merit and intends to vigorously defend
against this litigation.

In the event of an unanticipated adverse final determination in
respect of certain matters discussed above, the Company's
consolidated net income for the period in which such
determination occurs could be materially affected.

The Company is also subject to certain legal proceedings and
claims that 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.  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, 2000, 1999 and 1998 were
approximately $77,000, $76,000 and $68,000, 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 143,773 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 3,257 shares for aggregate
proceeds of $14,370, 4,245 shares for aggregate proceeds of
$20,214 and 5,351 shares for aggregate proceeds of $20,993, in
2000, 1999 and 1998, respectively.

12.  BUSINESS SEGMENTS, SIGNIFICANT SUPPLIERS AND MAJOR CUSTOMER:

In June 1997, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related
Information," (SFAS 131).  SFAS 131 requires the Company to
report certain information about operating segments. The Company
classifies its services in three segments, PPT, 3PF.COM and
Other.  Other services include operations of BlowOut Video, a
video retailer, website services and amounts received pursuant to
royalty agreements.
<TABLE>
<CAPTION>
Business Segments

                                2000           1999         1998
<S>                     <C>            <C>          <C>

Net sales (1):
  PPT                   $ 94,149,121   $106,972,685 $113,748,857
  3PF.COM (2)             11,648,770     10,501,958    6,436,412
  Other                   13,345,044      8,102,348    4,175,449
                        ------------   ------------ ------------
                        $119,142,935   $125,576,991 $124,360,718
                        ============   ============ ============

Income (loss) from
  operations
  PPT                   $  2,032,875  $ (1,086,669) $  4,752,502
  3PF.COM(2)             (1,131,187)        862,257      664,672
  Other                    2,119,550      2,973,809    1,787,943
                        ------------   ------------ ------------
                        $  3,021,238   $  2,749,397 $  7,205,117
                        ============   ============ ============

Identifiable assets(1):
  PPT                   $ 44,571,673   $ 45,618,408 $ 49,330,378
  3PF.COM                  2,703,360      1,152,171      549,439
  Other                    6,195,923      4,302,726    3,540,549
                        ------------   ------------ ------------
                        $ 53,470,956   $ 51,073,305 $ 53,420,366
                        ============   ============ ============

   (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) 3PF.COM's revenues related to the shipment of cassettes
      to Rentrak's PPT Customers was $3,300,000, $3,800,000 and
      $4,500,000 for the years ended March 31, 2000, 1999 and
      1998, respectively.
</TABLE>

The Company has one program supplier that supplied product that
generated 25%, a second that generated 19%, and a third that
generated 13% of the Company's revenues for the year ended
March 31, 2000.  The Company has one program supplier that
supplied product that generated 28%, a second that generated 26%,
and a third that generated 15% of the Company's revenues for the
year ended March 31, 1999.  The Company has one program supplier
that supplied product that generated 48%, a second that generated
17%, and a third that generated 15% of the Company's revenues for
the year ended March 31, 1998.  There were no other program
suppliers who provided product accounting for more than 10% of
sales for the years ended March 31, 2000, 1999 and 1998.

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

One customer accounted for 13% of the Company's revenues in 1999.
Another customer accounted for 11% of the Company's revenues in
1998.  No customer accounted for more than 10% of the Company's
revenue in fiscal 2000.

13.  DISCONTINUED OPERATIONS:

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. BlowOut is not related to the Company's
wholly owned subsidiary BlowOut Video, Inc.  During the year
ended March 31, 2000, the Company recorded a gain on the disposal
of discontinued operations of $1,900,000 related to BlowOut, as
the liability related to BlowOut contingencies was less than
estimated.  The Company also reduced the valuation allowance that
was recorded against the deferred tax asset related to
liabilities of discontinued operations.  This reduction of
approximately $500,000 in the valuation allowance was recorded as
an income tax benefit from discontinued operations in the
accompanying consolidated income statement.  Net current
liabilities of discontinued operations at March 31, 2000 relate
to amounts to be paid pursuant to the Guarantee, net of tax
benefit.
<TABLE>
<CAPTION>
                           RENTRAK CORPORATION
                    Valuation and Qualifying Accounts
                               Schedule II

                          Balance at                      Charged to                       Balance at
                         Beginning of    Write Off and      Other           Recoveries     The End of
 Year Ended:                Period         Expenses        Accounts        (Deductions)      Period
 <S>                           <C>           <C>             <C>               <C>           <C>

 Allowance for doubtful accounts
     March 31, 1998            409,313       (4,655,356)          -            4,832,684       586,641
     March 31, 1999            586,641       (7,865,333)          -            7,633,933       355,241
     March 31, 2000            355,241       (3,892,947)          -            4,374,651       836,945

 Advances to program suppliers reserve
     March 31, 1998          1,768,514          110,581      (696,338)               -       1,182,757
     March 31, 1999          1,182,757          (17,597)          -                  -       1,165,160
     March 31, 2000          1,165,160          110,918           -                  -       1,276,078

 Other Current Assets-
 Retailer Financing Program reserve
     March 31, 1998                -                -             -                  -             -
     March 31, 1999                -                -         994,935  1             -         994,935
     March 31, 2000            994,935              -        (500,000) 1             -         494,935

 Other Assets-
 Retailer Financing Program reserve
     March 31, 1998         10,340,375              -        (467,930) 2        (518,450)    9,353,995
     March 31, 1999          9,353,995         (194,888)     (559,433) 1         (18,921)    8,580,753
     March 31, 2000          8,580,753        1,245,157    (4,615,665) 2         (20,997)    5,189,248


 1 - Reclassified from Other Current Assets to Other Assets.
 2 - Eliminated against 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 2000 Annual Meeting of Shareholders to be 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 2000 Annual Meeting of Shareholders to be 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 2000 Annual Meeting of Shareholders to be 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 2000 Annual Meeting of Shareholders to be 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, 2000
               and 1999

             Consolidated Statements of Income for Years
               Ended March 31, 2000, 1999 and
               1998

             Consolidated Statements of Stockholders' Equity
               for Years Ended March 31, 2000,
               1999 and 1998

             Consolidated Statements of Cash Flows for
                Years Ended
               March 31, 2000, 1999, and 1998

             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
         2000, 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 Rick Nida, Vice President Investor Relations,
    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/ F. Kim Cox
              F. Kim Cox, President

    Date   June 29, 2000

          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 29, 2000
         Ron Berger, CEO

    Principal Financial Officer:
    By /S/ Carolyn Pihl                          June 29, 2000
         Carolyn A. Pihl, Chief Financial Officer

    Majority of Board of Directors:

    By  /S/ Pradeep Batra                        June 29, 2000
         Pradeep Batra, Director

    By /S/ Peter Balner                          June 29, 2000
         Peter Balner, Director

    By  /S/ Skipper Baumgarten                   June 29, 2000
         Skipper Baumgarten, Director

    By /S/ Ron Berger                            June 29, 2000
         Ron Berger, Chairman

    By /S/ Takaaki Kusaka                        June 29, 2000
         Takaaki Kusaka, Director

    By  /S/ James P. Jimirro                     June 29, 2000
         James P. Jimirro, Director

    By  /S/ Bill LeVine                          June 29,  2000
         Bill LeVine, Director

    By  /S/ Muneaki Masuda                       June 29,  2000
         Muneaki Masuda, Director

    By  /S/ Stephen Roberts                      June 29,  2000
         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        Exhibit                                      Page
Number
     3.1       Amended and Restated Articles of
               Incorporation and amendments thereto
               (1)

     3.2       1995 Restated Bylaws, as amended to
               date (2)

     3.3       Amendment No. 1 to the 1995 Restated
               Bylaws of Rentrak Corporation. (3)

     3.4       Amendment No. 2 to the 1995 Restated
               Bylaws of Rentrak Corporation. (26)

     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 (4)

    10.2*      Stock Option Agreement with Ron
               Berger, dated April 18, 1995 (5)

    10.3*      Rentrak Corporation Amended and
               Restated Directors Stock Option Plan
               (6)

    10.4*      Rentrak Corporation's 401-K Plan (7)

    10.5*      Amended and Restated 1992 Employee
               Stock Purchase Plan of Rentrak
               Corporation (8)

    10.6       Joint Development Agreement with CCC
               dated August 6, 1993 (9)

    10.7       Second Amendment to Business
               Cooperation Agreement  between
               Rentrak Corporation, Culture
               Convenience Club Co., Ltd., and
               Rentrak Japan dated June 16, 1994
               (10)

    10.8*      Employment Agreement with Carolyn
               Pihl dated May 6, 1996 (11)

     10.9       Guarantee Agreement dated as of June
                26, 1996 between Rentrak Corporation
                and BlowOut Entertainment, Inc. (12)

    10.10*      The 1997 Non-Officer Employee Stock
                Option Plan of Rentrak Corporation (13)

    10.11*      Employment Agreement with Marty Graham
                dated May 17, 1997 (14)

    10.12*      Employment Agreement with Michael
                Lightbourne dated July 10, 1997 (15)

    10.13*      Employment Agreement with Christopher
                Roberts dated October 27, 1997 (16)

    10.14*      Employment Agreement with Ron Berger
                dated April 21, 1998 (17)

    10.15*      The 1997 Equity Participation Plan of
                Rentrak Corporation (18)

    10.16*      Amendment to the 1997 Non-Officer
                Employee Stock Option Plan of Rentrak
                Corporation (19)

    10.17*      Form of Non-Qualified Stock Option
                Agreement (20)

    10.18*      Form of Incentive Stock Option
                Agreement (21)

    10.19       Amendment to the 1997 Equity
                Participation Plan of Rentrak
                Corporation dated August 24, 1998. (22)

    10.20       Amendment to the 1997 Equity
                Participation Plan of Rentrak
                Corporation (23)

    10.21*      Employment Agreement  with F. Kim Cox
                dated April 1, 1998 (24)

    10.22       Amendment to the 1997 Equity
                Participation Plan of Rentrak
                Corporation dated August 23, 1999. (25)

    10.23*      Addendum to Employment Agreement with           55
                Marty Graham dated June 8, 2000

    10.24*      Addendum to Employment Agreement with           57
                Christopher Roberts dated June 8, 2000

    10.25*      Promissory Note entered into with F.            59
                Kim Cox dated June 16, 2000

    10.26*      Promissory Note entered into with Ron           63
                Berger dated June 16, 2000

    10.27       Loan and Security Agreement with                67
                Guaranty Business Credit Corporation
                dated May 26, 2000

    10.28       General Continuing Guarantee with               85
                Guaranty Business Credit Corporation
                dated May 26, 2000

    10.29       Amendment to Rentrak Corporation                98
                Amended and Restated Directors Stock
                Option Plan dated May 19, 2000

    10.30       Amendment to Rentrak Corporation 1986           99
                Second Amended and Restated Stock
                Option Plan dated May 19, 2000

    10.31       Warrant Agreement and Certificate To           100
                Purchase Shares of Common Stock of
                3PF.COM, Incorporated dated November
                29, 1999

    10.32       Loan and Security Agreement with Bill          115
                LeVine dated August 1999

      21        List of Subsidiaries of Registrant             138

      23        Consent of Arthur Andersen LLP                 139

      27        Financial Data Schedule                        N/A

* Management Contract
1.    Filed in S-3 Registration Statement, File # 338511 as filed on
      November 21, 1994.
2.    Filed as Exhibit B to 1994 Proxy Statement dated July 11, 1994
3.    Filed as Exhibit 10.41 to 1998 Form 10-K filed on June 25, 1998
4.    Filed as Exhibit 10.1 to Form 10-K filed on June 28, 1993
5.    Files as Exhibit 10.5 to 1998 form 10-K filed on June 25, 1998
6.    Filed as Exhibit B to 1994 Proxy  Statement dated July 11, 1994
7.    Filed as Exhibit 10.1 to Form 10-K filed on June 28, 1993
8.    Filed as Exhibit 10.13 to Form 10-K filed on June 29, 1995
9.    Filed as Exhibit 10.5 to Form 10-K filed on June 28, 1993
10.   Filed as Exhibit to 1994 form 10-K filed on June 29, 1994
11.   Filed as Exhibit 10.25 to Form 10-K filed on June 19, 1997
12.   Filed as Exhibit 2 to Form 8-K filed on December 9, 1996
13.   Filed as Exhibit 4.1 to Form S-8 filed on June 5, 1997
14.   Filed as Exhibit 10.1 to Form 10-Q filed on November 3, 1997
15.   Filed as Exhibit 10.2 to Form 10-Q filed on November 3, 1997
16.   Filed as Exhibit 10.3 to Form 10-Q filed on November 3, 1997
17.   Filed as Exhibit 10.35 to 1998 Form 10-K filed on June 25, 1998
18.   Incorporated by reference to the Company's Proxy Statement
      dated June 25, 1997 for the Company's 1997 Annual Meeting of
      Shareholders
19.   Filed as Exhibit 4.1 to Form S-8 filed on October 29, 1997
20.   Filed as Exhibit 10.6 to Form 10-Q filed on November 3, 1997
21.   Filed as Exhibit 10.1 to Form 10-Q filed on February 9, 1998
22.   Filed as Exhibit 10.40 to 1998 Form 10-K filed on June 25, 1998
23.   Filed as Exhibit 10.1 to Form 10-Q on November 6, 1998
24.   Filed as Exhibit 10.2 to Form 10-Q filed on  November 6, 1998
25.   Filed as Exhibit 10.1 to Form 10-Q filed on November 9, 1999
26.   Filed as Exhibit 3.4 to 1999 Form 10-K filed on June 25, 1999