SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-K/A
                                (Amendment No. 1)

 X    Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
----  Act of 1934 for fiscal year ended March 31, 2001 or

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

Commission file number 0-15159

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

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

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

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

        Securities registered pursuant to Section 12 (b) of the Act: None
          Securities registered pursuant to Section 12 (g) of the Act:
                          Common stock $.001 par value
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                              Yes   X       No
                                  ------       ------

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by  reference in Part III of this Form 10-K,  or any  amendment to
this Form 10-K [ ]

As of June 20, 2001, the aggregate market value of the registrant's common stock
held by  non-affiliates  of the  registrant,  based on the last  sales  price as
reported by NASDAQ, was $33,400,766.

As of June 20,  2001,  the  Registrant  had  11,167,605  shares of Common  Stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

PORTIONS OF THE  DEFINITIVE  PROXY  STATEMENT FOR THE 2001 ANNUAL MEETING OF THE
SHAREHOLDERS ARE INCORPORATED BY REFERENCE INTO PART III OF THIS FORM 10-K

<PAGE>

                                EXPLANATORY NOTE

            Rentrak  Corporation  (the "Company") is filing this Amendment No. 1
on Form 10-K/A as an amendment to its Annual  Report on Form 10-K for the fiscal
year ended March 31, 2001 (the "Form 10-K").  The purposes of this Amendment are
to (a)  correct  the cover page of the Form 10-K;  (b) amend and  restate in its
entirety Item 8 of the Form 10-K; (c) correct Exhibits 10.17, 10.18 and 10.19 in
the Exhibit Index; and (d) file Exhibits 10.14 and 10.15 as Exhibits to the Form
10-K.

<PAGE>

                                    PART II

            ITEM 8.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

               Index to Consolidated Financial Statements


          Item                                                        Page
          ----                                                        ----
          Report of Independent Public                                 25
           Accountants

          Consolidated Balance Sheets as of March 31, 2001             26
           and 2000

          Consolidated Statements of Operations for the Years          28
           Ended March 31, 2001, 2000 and 1999

          Consolidated Statements of Stockholders' Equity              29
           for the Years Ended March 31, 2001, 2000 and 1999

          Consolidated Statements of Cash Flows for the Years          30
           Ended March 31, 2001, 2000 and 1999

          Notes to Consolidated Financial Statements                   32

          Financial Statement Schedules --                             51
           Schedule II

          Quarterly Financial Data                                     52

          Schedules  not  included  have  been  omitted  because  they  are  not
          applicable  or the  required  information  is shown  in the  financial
          statements or notes thereto.

                                      -24-
<PAGE>

Report of Independent Public Accountants

To Rentrak Corporation:

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Rentrak
Corporation (an Oregon  corporation)  and  subsidiaries as of March 31, 2001 and
2000,  and the related  consolidated  statements  of  operations,  stockholders'
equity and cash flows for each of the three years in the period  ended March 31,
2001. 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, 2001 and 2000 and the results of their  operations
and their cash flows for each of the three  years in the period  ended March 31,
2001 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 of
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 the audits of the basic consolidated  financial statements
and, in our opinion,  fairly state in all material  respects the financial  data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole.

                                                /s/ Arthur Andersen LLP



Portland, Oregon
May 23, 2001
                                      -25-
<PAGE>

Rentrak Corporation and Subsidiaries

Consolidated Balance Sheets
As of March 31, 2001 and 2000



                                     ASSETS
<TABLE>

                                                                        2001          2000
                                                                     ----------    ----------
CURRENT ASSETS:
<S>                                                                  <C>           <C>
  Cash and cash equivalents                                          $3,322,917    $4,028,271
  Accounts receivable, net of allowance for doubtful accounts
   of $2,090,075 and $836,945                                        11,151,817    21,820,168
  Advances to program suppliers                                       1,328,165     2,982,766
  Inventory                                                           3,514,354     3,889,603
  Income tax receivable                                                 279,160       169,300
  Deferred income taxes                                               7,319,266     1,878,113
  Notes receivable                                                            -     4,061,618
  Other current assets                                                3,291,915     1,757,081
                                                                     ----------    ----------
            Total current assets                                     30,207,594    40,586,920
                                                                     ----------    ----------

PROPERTY AND EQUIPMENT, net                                           4,439,773     2,642,700

OTHER INVESTMENTS, net                                                        -       302,481

DEFERRED INCOME TAXES                                                 2,419,634     3,346,212

OTHER ASSETS                                                          2,059,247     3,595,041
                                                                     ----------     ---------
            Total assets                                            $39,126,248   $50,473,354
                                                                     ==========    ==========

                                                                   (Continued)
</TABLE>
                                      -26-
<PAGE>


Rentrak Corporation and Subsidiaries

Consolidated Balance Sheets (Continued)
As of March 31, 2001 and 2000



                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
                                                                    2001            2000
                                                                 ---------       ----------

CURRENT LIABILITIES:
<S>                                                            <C>              <C>
  Line of credit                                               $ 1,917,705      $         -
  Accounts payable                                              18,699,289       24,162,040
  Accrued liabilities                                            3,418,043        2,645,567
  Accrued compensation                                           1,127,785        1,476,703
  Deferred revenue                                               1,245,643        1,500,262
  Note payable                                                           -          500,000
  Net current liabilities of discontinued operations               156,046          430,923
                                                                ----------       ----------
            Total current liabilities                           26,564,511       30,715,495
                                                                ----------       ----------

LONG-TERM LIABILITIES:
  Deferred revenue                                                 379,104        1,677,272
  Other                                                            795,875                -
                                                                ----------       ----------
                                                                 1,174,979        1,677,272
                                                                ----------       ----------

COMMITMENTS AND CONTINGENCIES (Note 10)

STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value; authorized: 10,000,000
   shares                                                                -                -
  Common stock, $.001 par value; authorized: 30,000,000
   shares; issued and outstanding: 12,235,621 shares in 2001
   and 10,514,561 shares in 2000                                    12,236           10,515
  Capital in excess of par value                                52,471,599       44,445,199

  Notes receivable                                              (7,728,186)               -
  Cumulative other comprehensive loss                              (49,572)        (264,684)

  Accumulated deficit                                          (32,904,319)     (25,326,951)
  Deferred charge - warrants                                      (415,000)        (783,492)
                                                                ----------       ----------
            Total stockholders' equity                          11,386,758       18,080,587
                                                                ----------       ----------
            Total liabilities and stockholders' equity         $39,126,248      $50,473,354
                                                                ==========       ==========
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.
                                      -27-
<PAGE>
Rentrak Corporation And Subsidiaries

Consolidated Statements of Stockholders' Equity
For the Years Ended March 31, 2001, 2000 and 1999

<TABLE>

                                   Common Stock                                             Cumulative
                                ----------------------       Capital In                     Other
                                   Number of                 Excess of       Notes          Comprehensive      Accumlated
                                   Shares      Amount        Par Value       Receivable     Income (Loss)      Deficit
                                ------------   -------       ----------      ----------     -------------      ----------

<S>                              <C>           <C>           <C>             <C>               <C>            <C>
BALANCE AT MARCH 31, 1998        10,986,455    $10,987       $45,365,298              -        $54,645        $(30,794,263)

  Repurchase of common stock       (592,484)      (593)       (1,964,622)             -              -                   -
  Issuance of common stock under
   employee stock option plans       45,977         46           118,375              -              -                   -
  Net income                              -          -                 -              -              -           2,042,506
  Change in unrealized gain
   (loss) on investment
   securities, net of tax                 -          -                 -              -         83,102                   -

        Total comprehensive income
  Income tax benefit from stock
   option exercise                        -          -            41,428              -              -                   -
  Issuance of warrants                    -          -            84,000              -              -                   -
  Amortization of warrants                -          -                 -              -              -                   -
                                 ----------   --------        ----------      ----------     -------------      ----------
BALANCE AT MARCH 31, 1999        10,439,948    10,440         43,644,479              -        137,747         (28,751,757)

  Issuance of common stock under
   employee stock option plans       74,613        75            228,882              -              -                   -
  Net income                              -         -                  -              -              -           3,424,806
  Change in unrealized gain
   (loss) on investment
   securities, net of tax                 -         -                  -              -       (402,431)                  -
        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)        (25,326,951)

  Issuance of common stock under
   employee stock option plans      1,721,060   1,721          8,026,400     (7,728,186)             -                   -
  Net loss                                  -       -                  -              -              -          (7,577,368)
  Change in unrealized gain
   (loss) on investment
   securities, net of tax                   -       -                  -              -        215,112                   -
        Total comprehensive income

  Amortization of warrants                  -       -                  -              -              -                   -
                                   ----------  --------       ----------      ----------     -------------      ----------
BALANCE AT MARCH 31, 2001          12,235,621 $12,236        $52,471,599    $(7,728,186)      $(49,572)       $(32,904,319)
                                   ==========  ========       ==========      ==========     =============      ==========

                                   Deferred
                                   Charge                          Comprehensive
                                   Warrants           Total        Income (Loss)
                                   ----------         -----        -------------

BALANCE AT MARCH 31, 1998         $(1,382,542)     $13,254,125

  Repurchase of common stock                -       (1,965,215)
  Issuance of common stock under
   employee stock option plans              -          118,421
  Net income                                -        2,042,506      $2,042,506
  Change in unrealized gain
   (loss) on investment
   securities, net of tax                   -           83,102          83,102
                                                                     ---------
        Total comprehensive income                                  $2,125,608
                                                                     =========
  Income tax benefit from stock
   option exercise                          -           41,428
  Issuance of warrants                (84,000)               -
  Amortization of warrants            717,537          717,537
                                   ----------        ---------
BALANCE AT MARCH 31, 1999            (749,005)      14,291,904

  Issuance of common stock under
   employee stock option plans              -          228,957
  Net income                                -        3,424,806      $3,424,806
  Change in unrealized gain
   (loss) on investment
   securities, net of tax                   -         (402,431)       (402,431)
                                                                    ----------
        Total comprehensive income                                  $3,022,375
                                                                    ==========
  Income tax benefit from stock
   option exercise                          -           27,699
  Issuance of warrants               (544,139)               -
  Amortization of warrants            509,652          509,652
                                   ----------       ----------
BALANCE AT MARCH 31, 2000            (783,492)      18,080,587

  Issuance of common stock under
   employee stock option plans              -          299,935
  Net loss                                  -       (7,577,368     $(7,577,368)
  Change in unrealized gain
   (loss) on investment
   securities, net of tax                   -          215,112         215,112
                                                                    ----------
        Total comprehensive income                                 $(7,362,256)
                                                                    ==========
  Amortization of warrants            368,492          368,492
                                   ----------       ----------
BALANCE AT MARCH 31, 2001           $(415,000)     $11,386,758
                                   ==========       ==========
</TABLE>

The accompanying notes are an integral part of these consolidated
statements
                                      -28-
<PAGE>

Rentrak Corporation and Subsidiaries

Consolidated Statements of Operations
For the Years Ended March 31, 2001, 2000 and 1999


<TABLE>

                                                           2001          2000           1999
                                                       -----------    -----------    -----------
REVENUES:
<S>                                                    <C>            <C>            <C>
  PPT                                                  $82,773,886    $93,393,869    $106,406,342
  Other                                                 33,625,162     19,990,351      17,381,048
                                                       -----------    -----------     -----------
                                                       116,399,048    113,384,220     123,787,390
                                                       -----------    -----------     -----------
OPERATING COSTS AND EXPENSES:
  Cost of sales                                         93,600,177     91,706,290     103,942,898
  Selling and administrative                            32,967,141     26,448,569      15,995,941
  Net (gain) expense from litigation settlement
   (Note 10)                                              (225,000)    (7,791,880)      1,099,154
                                                       -----------    -----------     -----------
                                                       126,342,318    110,362,979     121,037,993
                                                       -----------    -----------     -----------
            Income (loss) from operations               (9,943,270)     3,021,241       2,749,397
                                                       -----------    -----------     -----------
OTHER INCOME (EXPENSE):
  Interest income                                          307,240        743,464         429,830
  Interest expense                                        (768,599)      (669,373)       (381,825)
  Gain (loss) on investments                            (1,687,314)    (1,207,483)        549,103
  Other                                                          -       (385,986)              -
                                                       -----------    -----------     -----------
                                                        (2,148,673)    (1,519,378)        597,108
                                                       -----------    -----------     -----------
            Income (loss) from continuing operations
              before income tax benefit (provision)
              and gain from disposal of discontinued
              operations                               (12,091,943)     1,501,863       3,346,505

INCOME TAX BENEFIT (PROVISION)                           4,514,575       (450,559)     (1,303,999)
                                                       -----------    -----------     -----------
            Net income (loss) from continuing
            operations                                  (7,577,368)     1,051,304       2,042,506

GAIN FROM DISPOSAL OF DISCONTINUED OPERATIONS,
   INCLUDING INCOME TAX BENEFIT OF $483,502                      -      2,373,502               -
                                                       -----------    -----------     -----------
            Net income (loss)                         $ (7,577,368)   $ 3,424,806     $ 2,042,506
                                                       ===========    ===========     ===========
EARNINGS (LOSS) PER COMMON SHARE:
  Basic-
   Continuing operations                              $       (.63)   $       .10     $       .19
   Discontinued operations                                       -            .23               -
                                                       -----------    -----------     -----------
            Net income (loss) per common share        $       (.63)   $       .33     $       .19
                                                       ===========    ===========     ===========
  Diluted-
   Continuing operations                              $       (.63)   $       .10     $       .18
   Discontinued operations                                       -            .22               -
                                                       -----------    -----------     -----------
            Net income (loss) per common share        $       (.63)   $       .32     $       .18
                                                       ===========    ===========     ===========

</TABLE>

The accompanying notes are an integral part of these consolidated statements.
                                      -29-
<PAGE>


Rentrak Corporation and Subsidiaries

Consolidated Statements of Cash Flows
For the Years Ended March 31, 2001, 2000 and 1999

<TABLE>
                                                                     2001              2000           1999
                                                                  ----------        ----------     ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                              <C>                <C>            <C>
  Net income (loss)                                              $(7,577,368)       $3,424,806     $2,042,506
  Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operating activities-
     Gain on disposal of discontinued operations                           -        (2,373,502)             -
     (Gain) loss on investments                                      597,124         1,207,483       (549,103)
     Gain on litigation settlement                                         -        (7,791,880)             -
     Depreciation and amortization                                 1,266,515         1,780,966      1,286,515
     Write-off of intangibles                                              -           421,675              -
     Amortization of warrants                                        368,492           509,652        717,537
     Provision (credit) for doubtful accounts                      7,758,211         6,341,032       (125,000)
     Retailer financing program reserves                           1,333,191          (373,394)       141,698
     Reserves on advances to program suppliers                       106,781           110,918         17,596
     Deferred income taxes                                        (4,646,420)         (900,272)     1,176,909
     Net proceeds from litigation settlement                               -         1,847,505              -
     Change in assets and liabilities:
       Accounts receivable                                         4,184,677        (3,231,008)       778,471
       Advances to program suppliers                               1,547,820          (253,422)    (2,425,883)
       Inventory                                                     162,449        (1,084,620)      (377,807)
       Income tax receivable                                        (109,860)        2,864,901     (1,014,739)
       Notes receivable and other current assets                   2,106,259         1,227,099       (537,802)
       Accounts payable                                           (6,778,293)        7,233,746     (4,561,190)
       Accrued liabilities and compensation                          423,558           357,860        158,730
       Deferred revenue                                           (1,552,787)        3,077,119       (729,448)
       Other liabilities                                             795,875                -              -
                                                                  -----------      -----------     ----------
             Net cash provided by (used in)
              operating activities                                   (13,776)       14,396,664     (4,001,010)
                                                                  -----------      -----------     ----------
</TABLE>

                                                                   (Continued)
                                      -30-
<PAGE>


Rentrak Corporation and Subsidiaries

Consolidated Statements of Cash Flows (Continued)
For the Years Ended March 31, 2001, 2000 and 1999


<TABLE>
                                                                      2001            2000          1999
                                                                   -----------     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
<S>                                                                <C>             <C>            <C>
  Purchases of property and equipment                              $(2,947,219)    $(1,790,501)   $ (503,030)
  Investments in retailer financing program                                  -        (384,500)   (1,329,778)
  Proceeds from retailer financing program                                   -         228,539             -
  Purchases of investments                                                   -        (398,122)     (570,512)
  Proceeds from sale of investments                                  1,605,555         975,305     1,525,538
  Additions of other assets and intangibles                           (792,677)         (6,693)   (1,238,601)
                                                                   -----------     -----------     ---------
             Net cash used in investing activities                  (2,134,341)     (1,375,972)   (2,116,383)
                                                                   -----------     -----------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings (payments) on line of credit                        1,917,705      (7,925,000)    1,925,000
  Net borrowing (payments) on notes payable                           (500,000)     (2,500,000)    3,000,000
  Repurchase of common stock                                                 -               -    (1,965,215)
  Issuance of common stock                                             299,935         228,957       118,421
                                                                   -----------     -----------     ---------
             Net cash provided by (used in)
              financing activities                                   1,717,640     (10,196,043)    3,078,206
                                                                   -----------     -----------     ---------

NET CASH PROVIDED BY (USED IN) CONTINUING OPERATIONS                  (430,477)      2,824,649    (3,039,187)

NET CASH USED IN DISCONTINUED OPERATIONS                              (274,877)       (942,341)   (1,176,530)
                                                                   -----------     -----------     ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  (705,354)      1,882,308    (4,215,717)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                       4,028,271       2,145,963     6,361,680
                                                                   -----------     -----------     ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR                            $3,322,917      $4,028,271    $2,145,963
                                                                   ===========     ===========     =========
</TABLE>


The accompanying notes are an integral part of these consolidated statements.
                                      -31-
<PAGE>

Rentrak Corporation and Subsidiaries

Notes to Consolidated Financial Statements
March 31, 2001, 2000 and 1999


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 seven  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),  Rentrak's  joint venture partner in Rentrak
Japan,  to develop the Company's PPT  distribution  and  information  processing
business in certain markets throughout the world.

On June 16, 1994,  the Company and CCC amended the  agreement.  Pursuant to this
amendment, the Company receives a royalty of 1.67 percent for all sales of up to
$47,905,000,  plus  one-half of one percent (0.5  percent) 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.  As  of  March  31,  2001,  the  Company  owned
approximately  9 percent of Rentrak  Japan.  In April 2001,  the Company sold or
agreed to sell all of its interest in Rentrak Japan (Note 14).

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, 2001,  $745,754 had been  recorded as current
deferred revenue on the accompanying consolidated balance sheet. As discussed in
Note 14, in April 2001,  this contract was  effectively  terminated with Rentrak
Japan forfeiting its rights to the prepayment.

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  nondelivery,  by the Company to Rentrak UK of all
retailer  and  studio  software,  including



                                      -32-
<PAGE>

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. Rentrak UK was originally structured as
a joint venture between the Company,  which owned 25 percent,  Columbus Holdings
Limited,  which owned 67 percent of the venture and Rentrak Japan,  which owns 8
percent.  On March 31, 1999, the Company acquired Columbus Holdings Limited's 67
percent interest, and now owns 92 percent of Rentrak UK. The acquisition,  which
was not  material to the  operations  of the  Company,  was  accounted  for as a
purchase.  During  fiscal 2000,  Rentrak UK did not generate  income or positive
cash flow and, as a result,  the Company wrote off its investment of $222,000 in
that year. As of March 31, 2001,  Rentrak UK continues to not generate income or
positive  cash flow.  Management  of the  Company  is  evaluating  Rentrak  UK's
operations and is exploring its options,  including  selling or closing down the
operations.  Management  intends  to make a decision  in the  second  quarter of
fiscal 2002.

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 percent to 50 percent
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 financings
under the 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. Included in cash and
cash  equivalents  is $1,000,000  of  restricted  cash, as required by its bank,
which is held in highly liquid  investments.  The classification of this cash is
determined  based on the  expected  term of the  collateral  requirement  of the
operating cash account.

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 (loss) as change in net unrealized gains and losses, net of
tax. Securities held to maturity are stated at amortized cost.

                                      -33-
<PAGE>

Details 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:

                                                Gross         Gross
                                 Proceeds       Gains         Losses
                                 --------       -------       -------
                2001            $1,605,555      $ 9,570     $(606,694)

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

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

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 statement of operations as a loss on investments.

In fiscal year 2000, 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  were  recorded  in  gain  (loss)  on
investments in the March 31, 2000  consolidated  statement of operations.  There
were no  unrealized  losses from other than  temporary  declines in market value
recognized in the March 31, 2001 and 1999 consolidated statements of operations.

Financial Instruments

A  financial  instrument  is  cash or a  contract  that  imposes  or  conveys  a
contractual  obligation  or  right,  to  deliver  or  receive,  cash or  another
financial  instrument.  The  estimated  fair  value  of all  material  financial
instruments, including retailer financing program notes receivable, approximated
their carrying values at March 31, 2001 and 2000.

Inventory

Inventory consists of videocassettes, digital video discs (DVDs), and other home
entertainment  products  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 and Other Long-Lived Assets

The  Company  reviews  its  intangible  and other  long-lived  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  intangible  and other
long-lived  assets 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
intangible and other long-lived assets, the Company will recognize an impairment
loss in an amount necessary to write down intangible and other long-lived assets
to a fair value as determined from expected discounted future cash flows.

                                      -34-
<PAGE>


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 consumers.

When the Company's total revenue is fixed,  determinable and billable at time of
shipment of video cassettes to the retailers,  deferred  revenue is recorded and
recognized as revenue in the statements of operations  when the video  cassettes
are rented to consumers.  The  corresponding  obligation  for their share of the
fees due to program  suppliers  is recorded as cost of sales when the revenue is
recognized  with a corresponding  liability  recorded as 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  activities are recognized when products are
shipped and/or services are provided.

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  owned  interests in several  stores  participating  in the PPT program
through  fiscal  2000.  The  Company  realized  revenues  from  these  stores of
approximately $47,000 and $99,000 during fiscal 2000 and 1999, 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.

The  weighted  average  number  of  shares of  common  stock  and  common  stock
equivalents  and net income  (loss) used to compute  basic and diluted  earnings
(loss) per share for the years ended March 31 were calculated as follows:
                                      -35-
<PAGE>

<TABLE>
                                                   2001                        2000                      1999
                                              ----------------           -----------------         -----------------
                                              Basic    Diluted           Basic     Diluted         Basic     Diluted
                                              ------  --------           ------   --------         ------   --------
Weighted average number of
  shares of common stock
  outstanding used to
  compute basic earnings
<S>                                        <C>        <C>              <C>         <C>            <C>        <C>
  (loss) per common share                  11,985,023 11,985,023       10,477,334  10,477,334     10,775,126 10,775,126
Dilutive effect of
  exercise of stock options                         -          -                -     281,787              -    291,017
                                           ---------- ----------       ----------  ----------     ---------- ----------
Weighted average number of
 shares of common stock used
 to compute diluted earnings
 (loss) per common share outstanding
 and common stock equivalents              11,985,023 11,985,023       10,477,334  10,759,121     10,775,126 11,066,143
                                           ========== ==========       ==========  ==========     ========== ==========

Net income (loss) used in basic
 and diluted earnings (loss) per
 common share:
   Continuing operations                  $(7,577,368)(7,577,368)      $1,051,304  $1,051,304     $2,042,506 $2,042,506
   Discontinued operations                          -          -        2,373,502   2,373,502              -          -
                                           ---------- ----------       ----------  ----------     ---------- ----------
      Net income (loss)                   $(7,577,368)(7,577,368)      $3,424,806  $3,424,806     $2,042,506 $2,042,506
                                           ========== ==========       ==========  ==========     ========== ==========

Earnings (loss) per common share:
   Continuing operations                  $     (0.63)     (0.63)      $     0.10  $     0.10     $     0.19 $     0.18
   Discontinued operations                          -          -             0.23        0.22              -          -
                                           ---------- ----------       ----------  ----------     ---------- ----------
      Earnings (loss) per
        common share                      $     (0.63)$    (0.63)      $     0.33  $     0.32     $     0.19 $     0.18
                                           ========== ==========       ==========  ==========     ========== ==========
</TABLE>

Options  and  warrants  to  purchase  approximately  3,200,000,   4,400,000  and
4,400,000 shares of common stock were  outstanding  during the years ended March
31, 2001, 2000 and 1999, 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
$492,000,  $952,000 and  $641,000  for the years ended March 31, 2001,  2000 and
1999, respectively.

                                      -36-
<PAGE>

Statements of Cash Flows

The Company had the following transactions for the years ended March 31:
<TABLE>
                                                                   2001              2000          1999
                                                                -----------       ----------     ---------
CASH PAID (RECEIVED) FOR:
<S>                                                             <C>               <C>            <C>
  Interest                                                      $  253,211        $  656,723     $ 328,802
  Income taxes, net of refunds                                     111,701        (1,645,085)     (493,645)

NONCASH FINANCING AND INVESTING ACTIVITIES:
  Reclassification of accounts receivable to other
    assets and other investments                                         -         1,023,794       269,775
  Issuance of warrants                                                   -          (544,139)      (84,000)
  Tax benefit from stock option exercises                                -           (27,699)      (41,428)
  Receipt of note receivable in litigation settlement                    -         4,000,000             -
  Receipt of common stock in litigation settlement                       -         1,944,375             -
  Change in unrealized gain (loss) on investment securities,
   net of tax                                                       215,112         (402,431)       83,102
  Notes issued, net of cancellations for common stock             7,728,186                -             -
</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 are not the
result  of  transactions   with   shareholders.   Components  of  the  Company's
comprehensive  income (loss) 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 (loss) as of March 31 is as follows:
<TABLE>
                                                                        2001             2000            1999
                                                                      ---------       ----------       ---------

Holding gains (losses) arising during the period, net of tax          $(12,470)       $(534,988)        $291,761
Less- Reclassification adjustment for gains (losses)
<S>                                                                   <C>              <C>               <C>
  included in net income (loss), net of tax                           (227,582)        (132,557)         208,659
                                                                      --------         --------          -------
Change in unrealized gain (loss) on investment securities,
  net of tax                                                          $215,112        $(402,431)        $ 83,102
                                                                      ========         ========          =======
</TABLE>

Reclassifications

Certain reclassifications have been made to prior year amounts to conform to the
current year presentation.
                                      -37-
<PAGE>


2.   Investment Securities

The carrying value and estimated fair value of marketable securities at March 31
were as follows:
<TABLE>
                              Carrying          Unrealized         Unrealized
                               Value            Gross Gain          Gross Loss       Fair Value
                              --------          ----------         -----------       ----------
As of March 31, 2001:
  Available for sale-
    Noncurrent:
<S>                          <C>                 <C>                 <C>             <C>
     Corporate securities    $  143,309          $      13           $ (79,969)      $   63,353
                               ========           ========            ========         ========
As of March 31, 2000:
  Available for sale-
    Noncurrent:
     Corporate securities    $2,335,290          $  30,319           $(457,233)      $1,908,376
                              =========           ========            ========        =========
</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

Property and equipment, at cost, consists of:

                                              March 31,
                                       ------------------------
                                            2001       2000
                                       -----------  -----------

        Furniture and fixtures         $8,532,210   $7,054,568
        Machinery and equipment         1,875,159      438,312
        Leasehold improvements          2,092,844    2,060,114
                                       -----------  -----------
                                       12,500,213    9,552,994
        Less- Accumulated depreciation (8,060,440)  (6,910,294)
                                       -----------  -----------
                                       $4,439,773   $2,642,700
                                       ===========  ===========

4.   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
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 financings, 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). 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 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



                                      -38-
<PAGE>

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.  During the fiscal year 2001,
the Company  discontinued new financings under this retailer  financing program.
Write-offs of assets  associated  with this program  during the fiscal year 2001
were $6.1 million,  including $4.4 million of related accounts receivable due to
the Company  from Video  Update,  Inc. The Company  seeks to enforce  agreements
entered into in connection  with this program in accordance  with their terms to
the extent practicable.

At March 31, 2001 the Company had  invested or loaned  approximately  $6,600,000
under the program and had  provided  reserves of  approximately  $6,600,000.  At
March 31, 2000 the Company had invested or loaned approximately $6,600,000 under
the  program  and had  provided  reserves  of  approximately  $5,700,000.  These
balances are included in other assets.

The  activity in the total  reserves for the  retailer  financing  program is as
follows for the fiscal years ended March 31:

                                                   2001             2000
                                                -----------      -----------

        Beginning balance                       $5,684,183        $9,575,688
        Additions to reserve                       925,216         1,245,157
        Write-offs                                       -        (5,115,665)
        Recoveries                                 (10,885)          (20,997)
                                                 ---------         ---------
        Ending balance                          $6,598,514        $5,684,183
                                                 =========         =========

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

5.   Line of Credit

In May 2000 the Company  obtained a replacement  line of credit with a lender in
an amount  not to exceed  the  lesser  of (a) $12  million  or (b) the sum of 85
percent of the net amount of eligible  accounts  receivable.  Interest under the
line is payable  monthly at the bank's prime rate plus 1/4 percent (8.25 percent
at March 31, 2001).  The line is secured by  substantially  all of the Company's
assets. The terms of the credit agreement include financial covenants requiring:
(1) $15  million of  tangible  net worth to be  maintained  at all times;  (2) a
consolidated  net profit to be achieved  each fiscal year equal to or  exceeding
$1.00 and (3) $5 million of working  capital to be maintained at all times.  The
agreement  also  restricts the amount of loans and  indebtedness  and limits the
payment of dividends on the  Company's  stock,  among other  restrictions.  This
agreement  expires in May 2005. Based upon the financial  results reported as of
March 31, 2001 and the year then ended,  the Company has determined it is out of
compliance with the three financial covenants at March 31, 2001. The Company has
obtained  waivers of compliance for these three financial  covenants as of March
31, 2001 and for the year then ended.  The Company has initiated  discussions of
these  covenants  with its  lender  and is seeking  covenant  modifications,  if
necessary.  Based upon  discussions  between the  Company  and its  lender,  the
Company   believes  it  will   successfully   receive   future   waivers  and/or
modifications,  if necessary,  and will have  sufficient cash resources to repay
all outstanding borrowings as due. At March 31, 2001, the Company had $1,917,705
outstanding borrowings under this agreement.


                                      -39-
<PAGE>

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 percent 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 the
same director of the Company. The line expires in August 2002 and bears interest
at prime plus 1 1/2 percent (9.5 percent at March 31, 2001). The line is secured
by substantially  all the assets of BlowOut Video Holding Company.  At March 31,
2001 and 2000, the Company had $0 and $500,000 outstanding under this agreement,
respectively.

7.   Income Taxes

The provision (benefit) for income taxes is as follows for the years ended March
31:
<TABLE>
                                                     2001       2000      1999
                                                   ----------  --------   --------
        Current tax provision:
<S>                                                <C>         <C>        <C>
          Federal                                  $       -   $      -   $      -
          State                                            -    125,192          -
                                                  ----------   --------   --------
                                                           -    125,192          -
        Deferred tax (benefit) provision          (4,514,575)   325,367  1,303,999
                                                   ----------  --------  ---------
        Income tax (benefit) provision           $(4,514,575)  $450,559 $1,303,999
                                                   =========   ========  =========
</TABLE>

The reported provision (benefit) for income taxes from continuing operations
differs from the amount computed by applying the statutory federal income tax
rate of 34 percent to income before provision (benefit) for income taxes as
follows for the fiscal years ended March 31:
<TABLE>
                                                    2001       2000      1999
                                                 ----------  --------   --------

        Provision (benefit) computed at
<S>                                             <C>          <C>        <C>
         statutory rates                        $(4,111,261) $ 510,633  $1,137,812
        State taxes, net of federal benefit        (468,098)    59,474     133,860
        Amortization of warrants                    140,027    193,667     272,664
        Recognition of net operating loss
         carryforward                                     -   (131,507)          -
        Other                                       (75,243)  (181,708)   (240,337)
                                                 ----------   --------   ---------
                                                $(4,514,575) $ 450,559  $1,303,999
                                                 ==========   ========   =========
</TABLE>
                                      -40-
<PAGE>


Deferred tax assets and (liabilities)  from continuing  operations are comprised
of the following components at March 31, 2001 and 2000:

                                                         2001         2000
                                                      ----------    ---------
Deferred tax assets:
   Current-
    Allowance for doubtful accounts                   $ 449,138     $ 78,113
    Program supplier reserves                           520,614            -
    Foreign tax credit                                  500,000      823,559
    Net operating loss carryforward                   4,616,162            -
    Unrealized loss on investments                      119,015            -
    Capital loss carry forward                          279,407      327,749
    Deferred revenue                                    473,453      570,100
    Other                                               361,477       78,592
                                                      ---------    ---------
Total current deferred tax assets                     7,319,266    1,878,113
                                                      ---------    ---------
   Noncurrent-
    Depreciation                                        445,631      423,846
    Retailer financing program reserve                  671,689      320,107
    Program supplier reserves                                 -      484,910
    Unrealized loss on investments                       30,384      299,296
    Foreign tax credit                                1,000,000    1,000,000
    Deferred revenue                                    144,060      637,361
    Other                                               127,870      180,692
                                                      ---------    ---------
Total noncurrent deferred tax assets                  2,419,634    3,346,212
                                                      ---------    ---------
Total deferred tax assets                            $9,738,900   $5,224,325
                                                      =========    =========

As of March 31, 2001,  the Company has estimated NOL  carryforwards  for federal
income tax return purposes of approximately  $12,100,000,  which expire in 2021.
Although  realization  of the  deferred  tax assets is not  assured,  management
believes it is more likely than not that the Company will ultimately realize all
of its deferred tax assets.

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 become  exercisable over four to
five years and expire ten years after date of grant.  As of March 31, 2001,  the
Company had 360,163 and 533,116  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  Accounting  Principles  Board Opinion No. 25,  "Accounting for
Stock  Issued  to  Employees,"  under  which no  compensation  expense  has been
recognized  because the option price  equals the market  price of the

                                      -41-
<PAGE>

Company's  stock at the grant date of the options.  The Company has computed for
pro forma  disclosure  purposes the value of all options  granted  during fiscal
years 2001,  2000 and 1999,  using the  Black-Scholes  option  pricing  model as
prescribed  by SFAS 123,  "Accounting  for  Stock-Based  Compensation,"  and the
following assumptions:

                                         2001          2000         1999
                                       --------      --------      -------

        Risk-free interest rate      4.77 - 6.82 %  5.37  - 6.91% 4.46 - 6.03%
        Expected dividend yield           0%             0%            0%
        Expected lives               5 - 10 years    5 - 10 years  5 - 10 years
        Expected volatility             78.21%         72.20%        68.94%


Using the Black Scholes  methodology,  the total value of options granted during
fiscal years 2001, 2000 and 1999 was  approximately  $1,524,000,  $2,560,000 and
$4,633,000, respectively, 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, 2001, 2000 and 1999 was $3.82, $4.03 and $5.04,
respectively.  Options to purchase 1,026,899,  2,494,190 and 2,006,932 shares of
common stock were  exercisable at March 31, 2001,  2000 and 1999,  respectively.
These exercisable  options had weighted average exercise prices of $4.39,  $4.70
and $4.57 at March 31, 2001, 2000 and 1999, respectively.

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 (loss) and basic and diluted earnings (loss) per common
share reflected on the March 31, 2001, 2000 and 1999 statements of operations
would have been the following unaudited pro forma amounts:
<TABLE>
                                                 2001             2000            1999
                                              -----------      -----------     ----------
Net income (loss)
<S>                                           <C>              <C>             <C>
   As reported                                $(7,577,368)     $3,424,806      $2,042,506
   Pro forma                                   (8,156,972)      2,293,758          95,767

Basic earnings (loss) per share
   As reported                                $      (.63)     $      .33      $      .19
   Pro forma                                         (.68)            .22             .01

Diluted earnings (loss) per share
   As reported                                $      (.63)     $      .32      $      .18
   Pro forma                                         (.68)            .21             .01
</TABLE>
                                      -42-
<PAGE>

The table below summarizes the plans' activity:

                                                       Options Outstanding
                                                --------------------------------
                                                                    Weighted
                                                 Number of           Average
                                                 Shares           Exercise Price
                                                -------------  -----------------
        Balance at March 31, 1998                 2,825,325           $4.60

        Granted-
           Option price = fair market value         919,216            5.04
         Exercised                                  (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
        Exercised                                   (74,613)           3.08
        Canceled                                   (147,128)           5.75
                                                -----------           -----
        Balance at March 31, 2000                 3,859,702            4.60

        Granted-
          Option price = fair market value          393,575            3.80
           Option price > fair market value           5,420            4.61
         Exercised                               (1,721,060)           4.67
         Canceled                                  (872,948)           5.12
                                                -----------           -----
        Balance at March 31, 2001                 1,664,689           $4.07
                                                ===========           =====

The following table summarizes  information  about stock options  outstanding at
March 31, 2001:
<TABLE>
                                Options Outstanding                               Options Exercisable
                      -------------------------------------------------------  -------------------------
                         Outstanding                              Weighted      Exercisable     Weighted
     Range of               as of         Weighted Average         Average         As of         Average
     Exercise             March 31,         Remaining             Exercise       March 31,      Exercise
      Prices                2001          Contractual Life          Price          2001          Price
  ---------------     -----------------  ---------------------  -------------  -------------   ---------
<S>        <C>            <C>                   <C>                <C>                             <C>
   $1.00 - $2.59          45,000                9.8                $2.19                 -         $0.00
    2.60 -  6.49       1,609,689                5.2                 4.09         1,016,899          4.34
    6.50 -  9.78          10,000                8.3                 9.50            10,000          9.50
                      --------------                            -------------
    1.00 -  9.78       1,664,689                5.4                 4.07         1,026,899          4.39
                      ==============                            =============
</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


                                      -43-
<PAGE>

to equalize the options' values before and after the  distribution of the common
stock of BlowOut in November 1996 (Note 13).

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 unexercised 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.  All warrants
issued in 1999 and 2000 were valued based on an internal  valuation  model using
the Black  Scholes  methodology.  The value of the  warrants of  $4,762,116  was
recorded  in the  equity  section  and is being  amortized  over the  associated
periods to be benefited by each warrant.  In fiscal 2001, 2000 and 1999, expense
associated with the warrants was approximately $368,000,  $510,000 and $718,000,
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  percent  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 percent or more of
the  Company's  outstanding  stock.  Prior  to the time  that a person  or group
acquires beneficial ownership of 15 percent 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.

Executive Option Loan Program

In June 2000, the board of directors  approved a program to make loans available
to those officers of the Company who had an employment agreement for the purpose
of  allowing  them to  exercise  their  vested,  unexercised  "out of the money"
employee  stock  options.  The loans  under this  program  bear  interest at the
federal  funds  rate in effect on the date of the loan and  interest  is payable
annually.  The principal  amount of the loan is due on the earliest to occur of:
(1) one year  prior to the  expiration  of the  term of the  borrower's  current
employment  agreement with the Company,  (2) one year after the borrower  leaves
the Company's employment unless such departure follows a "change of control" (as
defined in the loan  agreements),  (3) five years from the date of the loan,  or
(4) one year from the date of the borrower's death. The loans are secured by the
stock purchased upon the exercise of the options. The loans are without recourse
(except as to the stock  securing the loans) as to  principal  and are with full
recourse  against  the  borrower as to  interest.  The offer to make these loans
expired  September  30, 2000.  Prior to September  30, 2000,  several  employees
accepted  this offer and  obtained  loans  from the  Company.  Because  the loan
proceeds were  immediately  used to pay the exercise price of the options to the
Company,  there was no net outflow of cash from the Company in  connection  with
these loans. The Company  accounted for the options related to these loans using
variable  accounting  as  prescribed  by APB 25.  As the  exercise  price of the
options was greater than the fair market value of the  Company's  stock  through
March 31, 2001, no compensation expense was recorded.  The balance remaining due
on  these  loans  is  reflected  as an  offset  to  equity  in the  accompanying
consolidated balance sheet and consolidated statement of shareholders' equity.

                                      -44-

<PAGE>


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,
                               ----------------------
                                        2002            $3,223,947
                                        2003             3,449,400
                                        2004             3,413,055
                                        2005             3,404,573
                                        2006             3,198,259
                                 2007 and thereafter     7,139,731
                                                        ----------
                                                       $23,828,965
                                                        ==========

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 $2,953,840, $2,335,000 and
$1,926,000  for  the  fiscal  years  ended  March  31,  2001,   2000  and  1999,
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, 2001 and 2000, the Company has reserved  approximately  $2,400,000 and
$2,000,000,   respectively,   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, 2001 is approximately  $300,000. The payments, as made,
will be recorded as a reduction  of "net  current  liabilities  of  discontinued
operations" on the accompanying balance sheet (see also Note 13).

                                      -45-
<PAGE>


Customer Agreement

In June 2000, the Company entered into an agreement with one of its customers to
modify an existing  contract.  Under terms of the  agreement the customer made a
payment to the Company in the amount of $2,500,000. Subsequent to the signing of
the  agreement,  the customer took the position that it was entitled to a refund
of the payment,  as additional  agreements  were not  finalized as expected.  On
March 31,  2001,  the  Company  entered  into a  settlement  agreement  with the
customer  whereby  $1,600,000  of the  $2,500,000  payment was  determined to be
consideration  for  cancellation of certain rights of Rentrak under the existing
contract  while the balance of $900,000  was held by the Company as a deposit to
be applied to future receivables generated by the customer. The $900,000 deposit
is to be  allocated  towards  future  receivables  at the  rate of  $75,000  per
quarter,  beginning with the quarter ended March 31, 2001. The long-term portion
of  this  credit  has  been  included  in  other  long-term  liabilities  on the
accompanying balance sheet.

10.  Contingencies

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 monopolized or attempted to
monopolize  a market  for  videocassettes  leased  to  retain  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 attorney 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 is seeking 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  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. The court  denied
Rentrak's  motions without reaching the merits and without prejudice to refiling
the motions after discovery had been conducted. On October 21, 1999, the Company
amended its counterclaims to add additional claims,  including 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. Mr. Potter filed
a motion to dismiss the Company's claims against him which motion was granted by
the Court on April 13,  2000.  Video  Update  also moved to  dismiss  six of the
Company's  claims. On April 13, 2000, the Court granted Video Update's motion in
part and dismissed the following claims:  promissory fraud,  breach of fiduciary
duty, breach of trust, constructive fraud, and negligent  misrepresentation.  On
July 31, 2000, the Company filed multiple motions for summary judgment including
a motion seeking to dismiss Video Update's  antitrust claim and a motion seeking
a finding that Video Update breached its contract with Rentrak. On September 18,
2000,  Video Update filed

                                      -46-
<PAGE>

a voluntary  petition under Chapter 11 of the federal  Bankruptcy Code. In light
of the bankruptcy case, the District Court dismissed the Re-Filed  Complaint and
counterclaims  on its own  motion in  January  2001,  but that  action  could be
reinitiated  by Video Update at any time. The Company has filed a proof of claim
in the  bankruptcy  case  asserting  the  claims  the  Company  asserted  in its
counterclaim in the District Court action.

On November  15, 2000,  3PF.COM,  Inc.,  a  subsidiary  of the Company,  filed a
proceeding with the American Arbitration  Association against Reel.com,  Inc., a
subsidiary of Hollywood Entertainment  Corporation (Hollywood),  for breach of a
servicing,  warehousing,  and distribution  agreement,  and against Hollywood in
connection  with its guarantee of the obligations of Reel.com,  Inc.,  under the
agreement. 3PF.COM, Inc., is seeking damages in the amount of $4,776,237 plus an
amount to be  determined as  consequential  damages,  together with  prejudgment
interest  and  attorney  fees.  Hollywood  and  Reel.com,  Inc.,  have  filed  a
counterclaim for attorney fees.

On February 20, 2001, the Company filed a complaint against Ron Berger, Chairman
and Chief  Executive  Officer and a director of Rentrak until September 2000, in
the  Circuit  Court of the State of Oregon  for the  County  of  Multnomah  (No.
0102-01814),  seeking cancellation of shares of Rentrak common stock acquired by
Mr. Berger through an option loan program  offered to the Company's  officers in
June 2000 and damages for the conversion of an automobile and computer equipment
plus an  over-advance  payment of business  expenses less  setoffs.  On or about
March 29, 2001, Mr. Berger filed a counterclaim seeking damages of approximately
$1.76  million plus attorney  fees from Rentrak for  conversion of Mr.  Berger's
director's  fees and  dividends  from Rentrak  Japan,  breach of an agreement to
compensate  Mr. Berger for  cancellation  of options to purchase  Rentrak stock,
failure to pay  accumulated  wages and  compensation,  breach of an agreement to
provide  options to purchase stock in Rentrak's  subsidiary  3PF.COM,  Inc., and
failure to reimburse Mr. Berger for life insurance  premiums and cancellation of
family health insurance. The claim for breach of an agreement to provide options
to  purchase  stock in the  subsidiary  is also  asserted  against  counterclaim
defendant 3PF.COM,  Inc. The Company has denied liability for the counterclaims.
On June 15, 2001,  the Company filed an amended  complaint  alleging  claims for
breach of duty of care and breach of fiduciary  duty against Mr. Berger  arising
out of his activities as an officer and director of the Company  involving Video
City,  Inc., and seeking damages with respect to those claims in an amount to be
proved at trial but not less than $6.0  million.  The case is  presently  in the
discovery phase. The Company intends to contest the case vigorously.

The Company is also  subject to 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 is not expected to materially
affect the  financial  position  or results of  operations  of the  Company as a
whole.

11.  Employee Benefit Plans

On 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  total  amount  of  the  Company's
contribution is at the discretion of the Board of Directors. Contributions under
the 401(k) Plan for the years  ended March 31, 2000 and 1999 were  approximately
$77,000 and $76,000,  respectively. As of March 31, 2001, the Board of Directors
had not made a decision  regarding  contributions  for the year ended  March 31,
2001.

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 139,773 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
percent of market value. Payment is made through payroll deductions.

                                      -47-
<PAGE>


Under the Plan,  employees  purchased  4,000  shares for  aggregate  proceeds of
$13,561,  3,257  shares for  aggregate  proceeds of $14,370 and 4,245 shares for
aggregate proceeds of $20,214, in fiscal 2001, 2000 and 1999, 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.

Business Segments
<TABLE>
                                              2001                 2000                1999
                                           -----------           ----------          ----------
        Net sales (1):
<S>                                       <C>                  <C>                 <C>
         PPT                              $ 83,637,704         $ 94,149,121        $106,972,685
         3PF.COM (2)                        23,389,443           11,648,725          10,501,958
         Other                              13,488,063           11,654,081           6,912,523
                                           -----------           ----------         -----------
                                          $120,515,210         $117,451,927        $124,387,166
                                           ===========          ===========         ===========

        Income (loss) from operations
         PPT                              $ (6,694,623)        $  1,892,505        $ (1,115,934)
         3PF.COM (2)                        (3,788,576)          (1,131,654)            862,257
         Other                                 539,929            2,260,390           3,003,074
                                           -----------           ----------         -----------
                                          $ (9,943,270)        $  3,021,241        $  2,749,397
                                           ===========           ==========         ===========

        Identifiable assets (1):
         PPT                              $ 38,202,038         $ 44,571,673        $ 45,743,988
         3PF.COM                             8,425,876            2,703,360           1,152,171
         Other                               5,566,431            6,195,923           4,177,146
                                           -----------           ----------         -----------
                                          $ 52,194,345         $ 53,470,956        $ 51,073,305
                                           ===========           ==========         ===========
</TABLE>

      (1) Total amounts differ from those reported on the consolidated financial
          statements  as   intercompany   transactions   and  balances  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,  $3,300,000 and $3,800,000 for the years
          ended March 31, 2001, 2000 and 1999, respectively.

The Company has one program  supplier  that supplied  product that  generated 18
percent,  a second that  generated  15 percent,  and a third that  generated  13
percent of the Company's revenues for the year ended March 31, 2001. 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 the
Company's  revenues  for the year ended  March 31,  2000.  The  Company  has one
program supplier that supplied product that generated 28 percent,  a second that
generated 26 percent,  and a third that  generated  15 percent of the  Company's
revenues  for the year  ended  March  31,  1999.  There  were no  other  program

                                      -48-
<PAGE>

suppliers who provided product  accounting for more than 10 percent of sales for
the years ended March 31, 2001, 2000 and 1999.

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 effect on operating results.

One customer  accounted  for 13 percent of the  Company's  revenues in 1999.  No
customer  accounted for more than 10 percent of the Company's revenues in fiscal
2001 and 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 statement
of operations.  Net current liabilities of discontinued  operations at March 31,
2001 relate to amounts to be paid pursuant to the Guarantee, net of tax benefit.

14.  Subsequent Events

Rentrak Japan

On April 2, 2001, the Company transferred  exclusive rights to implement its PPT
system within specified  countries in the Far East,  including related trademark
and other  intellectual  property rights,  to Rentrak Japan,  which  distributes
video  cassettes,  DVDs, and video games on a  revenue-sharing  basis throughout
Japan. In exchange for the transfer,  Rentrak Japan made a lump sum cash payment
of $5.65  million  and  released  certain  payment  obligations  of the  Company
totaling $2.1 million. As a part of the transaction,  Rentrak Japan's obligation
to pay annual  royalties to the Company in connection with use of its PPT system
was terminated.

The Company concurrently sold to So-Tsu Co., Ltd. (So-Tsu), an entity affiliated
with Rentrak Japan,  300,000 shares of Rentrak Japan stock, or approximately 5.6
percent of the outstanding  Rentrak Japan shares, in exchange for a cash payment
of $4.0 million.  The Company also repurchased from Rentrak Japan 614,000 shares
of the Company's common stock for a cash payment of $2.4 million,  or $3.875 per
share. The Company  repurchased an additional 390,000 shares of its common stock
for the  same  price  per  share,  or a  total  of $1.5  million,  from  Culture
Convenience Club Co., Ltd., an entity affiliated with Rentrak Japan. The Company
also has the right to, and upon the  occurrence  of certain  conditions  will be
required  to,  sell  its  remaining  180,000  shares  of  Rentrak  Japan  stock,
representing  approximately 3.4 percent of the outstanding Rentrak Japan shares,
for a minimum  payment  of 1,600 yen per share.  Finally,  the  Company  sold to
So-Tsu 1 percent of the Company's equity interest in its wholly owned subsidiary
3PF.Com, Inc., for a cash payment of $1 million.

The terms of the  transactions  between the  Company  and Rentrak  Japan and its
affiliates were negotiated at arm's length. A director of the Company received a
fee  totaling  approximately  $242,000  for  his  services  in  negotiating  the
transaction.

                                      -49-
<PAGE>

3PF.COM

On April 24, 2001, 3PF.COM announced the closure of its administrative office in
Skokie,  IL.  Services  performed at this  facility will now be performed at the
Company's  headquarters.  As a result of this closure,  3PF.COM expects to incur
severance  costs  related to  terminated  employees  in  addition  to  continued
payments on its operating lease of the office which was to expire in March 2003.
The total  estimated  cost of the closure of $770,000  will be recognized in the
first quarter of fiscal 2002.

One of 3PF.COM's major clients filed for Chapter 11 bankruptcy  during May 2001,
which may negatively impact 3PF.COM's financial results during fiscal 2002. As a
result,  management is closely evaluating the net realizable value of its assets
with respect to this matter.  The Company is currently seeking  opportunities to
replace this client, as well as attract new clients to 3PF.COM's business.

                                      -50-
<PAGE>

                              RENTRAK CORPORATION
                       Valuation and Qualifying Accounts
                                  Schedule II
<TABLE>
                                      Balance at                   Charged to                      Balance at
                                     Beginning of   Write Off and     Other           Recoveries   The End of
 Year Ended:                            Period       Expenses       Accounts         (Deductions)    Period
-------------------------------------------------------------------------------------------------------------

 Allowance for doubtful accounts
<S>                                    <C>            <C>         <C>         <C>    <C>          <C>
     March 31, 1999                      586,641       (125,000)           -           (106,400)     355,241
     March 31, 2000                      355,241      6,341,030            -         (5,859,326)     836,945
     March 31, 2001                      836,945      7,758,211            -         (6,505,081)   2,090,075

 Advances to program suppliers reserve
     March 31, 1999                    1,182,757        (17,597)           -                  -    1,165,160
     March 31, 2000                    1,165,160        110,918            -                  -    1,276,078
     March 31, 2001                    1,276,078         93,959            -                  -    1,370,037

 Other Current Assets-
 Retailer Financing Program reserve
     March 31, 1999                            -              -      994,935   1              -      994,935
     March 31, 2000                      994,935              -     (500,000)  1              -      494,935
     March 31, 2001                      494,935        343,500            -                  -      838,435

 Other Assets-
 Retailer Financing Program reserve
     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
     March 31, 2001                    5,189,248        581,715            -            (10,884)   5,760,079
</TABLE>


 1 - Reclassified from Other Current Assets to Other Assets.
 2 - Eliminated against Other Assets.

                                      -51-
<PAGE>
RENTRAK CORPORATION
                           QUARTERLY FINANCIAL DATA
            FOR THE QUARTERS ENDED JUNE 30, 1999 TO MARCH 31, 2001

<TABLE>
QUARTER ENDED:                   JUNE 30,   SEPTEMBER 30,  DECEMBER 31,  MARCH 31,
                                  2000        2000 (1)      2000 (2)      2001 (3)
                              --------------------------------------------------------

<S>                           <C>           <C>           <C>           <C>
REVENUE                       $29,034,947   $24,477,680   $32,415,807   $30,470,614

INCOME (LOSS) FROM OPERATIONS     407,795   (15,248,758)      519,229     4,378,464

NET INCOME (LOSS)                 249,999    (9,568,993)      229,510     1,512,116

BASIC AND DILUTED
   EARNINGS PER SHARE:        $      0.02   $     (0.77)  $      0.02   $      0.12


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


QUARTER ENDED:                   JUNE 30,   SEPTEMBER 30,  DECEMBER 31,  MARCH 31,
                                   1999        1999           1999         2000
                              --------------------------------------------------------

REVENUE                       $30,995,070   $27,097,568   $25,785,064  $29,506,518

INCOME (LOSS) FROM OPERATIONS   2,058,233     1,116,117    (1,361,172)   1,208,063

NET INCOME (LOSS) FROM
   CONTINUING OPERATIONS        1,239,486       605,108      (986,439)     193,149

GAIN FROM DISPOSAL OF
  DISCONTINUED OPERATIONS
    NET OF TAX                  2,373,502             -             -            -

                              ----------------------------------------------------
NET INCOME (LOSS)               3,612,988       605,108      (986,439)     193,149
                              ----------------------------------------------------

BASIC AND DILUTED
   EARNINGS PER SHARE:

  CONTINUING OPERATIONS            $ 0.12        $ 0.06     $   (0.09)   $    0.02
  DISCONTINUED OPERATIONS            0.23             -             -            -
                              ----------------------------------------------------
     NET INCOME (LOSS) PER SHARE   $ 0.35        $ 0.06     $   (0.09)   $    0.02
                              ----------------------------------------------------
</TABLE>

The data above should be read in  conjunction  with the  Consolidated  Financial
Statements  and notes  thereto  included in the  Company's  2000 and 2001 Annual
Reports to Shareholders  and the respective Form 10-Q filings for certain of the
quarterly periods. The June 30, 2000 results have been restated as per Amendment
No. 1 to the Company's Form 10-Q/A filed November 13, 2000.

(1) The  September  30, 2000 quarter  included  significant  reserves  primarily
related to accounts receivable,  write-off of investments, costs associated with
a proxy contest,  and a severance  payment to the Company's  former chairman and
chief executive officer.

(2) The  December 31, 2000 quarter  included a specific  allowance  for doubtful
accounts related to a customer of the Company's subsidiary 3PF.COM, Inc.

(3) The March 31, 2001 quarter  included  recognition  of $1.6 milion in revenue
from a customer in exchange for cancellation of certain of the Company's rights.


                                      -52-
<PAGE>

                                   SIGNATURES

            Pursuant  to  the  requirements  of  Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934,  the Registrant has duly caused this Amendment
No.  1 to  its  report  on  Form  10-K/A  to be  signed  on  its  behalf  by the
undersigned, thereunto duly authorized.


                               RENTRAK CORPORATION
                               (Registrant)

August 13, 2001                By:  /s/ Mark L. Thoenes
---------------                     ----------------------------------
Date                                Mark L. Thoenes
                                    Vice President and Chief Financial Officer
                                    Signing on behalf of the registrant

<PAGE>
                                 EXHIBIT INDEX

            The  following  exhibits  are filed  herewith  or, if  followed by a
number  in  parentheses,   are   incorporated   herein  by  reference  from  the
corresponding  exhibit filed in the report or registration  statement identified
in the footnotes following this index:

 Exhibit
  Number   Exhibit
    2      Agreement Concerning Changes to Business Cooperation Agreement
           (Framework) between Rentrak Japan Co., Ltd. and Rentrak
           Corporation. (1)

    3.1    Amended and Restated Articles of Incorporation and amendments
           thereto. (2)

    3.2    1995 Restated Bylaws, as amended to date. (3)

   10.1*   1986 Second Amended and Restated Stock Option Plan and Forms of
           Stock Option Agreements. (4)

   10.2*   Amendment to 1986 Second Amended and Restated Stock Option Plan
           dated May 19, 2000. (5)

   10.3    Guarantee Agreement dated as of June 26, 1996, between Rentrak
           Corporation and BlowOut Entertainment, Inc. (6)

   10.4*   Amended and Restated Employment Agreement with Marty Graham dated
           May 17, 1997. (7)

   10.5*   Addendum to Employment Agreement with Marty Graham dated June 8,
           2000. (8)

   10.6*   Amendment to Employment Agreement with Marty Graham dated September
           1, 2000. **

   10.7*   Employment Agreement with Michael Lightbourne dated July 10,
           1997. (9)

   10.8*   Employment Agreement with Christopher Roberts dated October 27,
           1997. (10)

   10.9*   Addendum to Employment Agreement with Christopher Roberts dated
           June 8, 2000. (11)

   10.10*  Employment Agreement with Ron Berger dated April 21, 1998. (12)

   10.11*  Amendment to Employment Agreement with Ron Berger dated
           August 28, 2000. (13)

   10.12*  Amendment to Employment Agreement with Ron Berger dated
           September 11, 2000. (14)

   10.13*  The 1997 Equity Participation Plan of Rentrak Corporation, as
           amended. **
<PAGE>

   10.14*  Form of Non-Qualified Stock Option Agreement under 1997 Equity
           Participation Plan.

   10.15*  Form of Incentive Stock Option Agreement under 1997 Equity
           Participation Plan.

   10.16*  Employment Agreement with F. Kim Cox dated April 1, 1998. (15)

   10.17*  Promissory Note of Michael Lightbourne dated August 30, 2000. **

   10.18*  Loan Agreement with Michael Lightbourne dated August 30, 2000. **

   10.19*  Stock Pledge Agreement with Michael Lightbourne dated August 30,
           2000. **

   10.20*  Promissory Note of Ron Berger dated June 16, 2000. (16)

   10.21*  Loan Agreement with Ron Berger dated June 16, 2000. (17)

   10.22*  Stock Pledge Agreement with Ron Berger, dated June 16, 2000. (18)

   10.23   Loan and Security Agreement with Guaranty Business Credit
           Corporation dated May 26, 2000. (19)

   10.24   General Continuing Guarantee with Guaranty Business Credit
           Corporation dated May 26, 2000. (20)

   10.25*  Employment Agreement with Mark L. Thoenes dated January 1, 2001. **

   10.26*  Employment Agreement with Timothy J. Erwin dated January 1, 2001. **

   10.27*  Employment Agreement with Richard A Nida dated August 14, 1998,
           with Addendum dated June 8, 2000. **

   10.28   Rights Agreement dated as of May 18, 1995, between Rentrak
           Corporation and U.S. Stock Transfer Corporation. (21)

   10.29*  Letter Agreement between Rentrak Corporation and Joon S. Moon
           entered into as of March 15, 2001. **

   10.30*  Incentive Stock Option Agreement with Paul A. Rosenbaum dated
           March 30, 2001. **

   10.31*  Non-Qualified Stock Option Agreement with Paul A. Rosenbaum dated
           March 30, 2001. **

   21      List of Subsidiaries of Registrant. **
<PAGE>

   23      Consent of Arthur Andersen LLP. **

   24      Power of Attorney of Certain Officers and Directors. **

   99      Description of Capital Stock of Rentrak Corporation. **
------------------------------

*Management Contract or Compensatory Plan or Arrangement.

** Previously filed.

1.    Filed as Exhibit 2 to Form 8-K filed on April 17, 2001.

2.    Filed in Form S-3 Registration Statement, File No. 33-8511, filed on
      November 21, 1994.

3.    Filed as Exhibit 3.1 to Form 10-Q filed on February 14, 2001.

4.    Filed as Exhibit 10.1 to 1993 Form 10-K filed on June 28, 1993 (File No.
      0-15159).

5.    Filed as Exhibit 10.30 to 2000 Form 10-K filed on June 29, 2000.

6.    Filed as Exhibit 2 to Form 8-K filed on December 9, 1996.

7.    Filed as Exhibit 10.1 to Form 10-Q filed on November 3, 1997.

8.    Filed as Exhibit 10.23 to 2000 Form 10-K filed on June 29, 2000.

9.    Filed as Exhibit 10.2 to Form 10-Q filed on November 3, 1997.

10.   Filed as Exhibit 10.3 to Form 10-Q filed on November 3, 1997.

11.   Filed as Exhibit 10.24 to 2000 Form 10-K filed on June 29, 2000.

12.   Filed as Exhibit 10.35 to 1998 Form 10-K filed on June 25, 1998.

13.   Filed as Exhibit 10.1 to Form 10-Q filed on November 14, 2000.

14.   Filed as Exhibit 10.2 to Form 10-Q filed on November 14, 2000.

15.   Filed as Exhibit 10.2 to Form 10-Q filed on November 6, 1998.

16.   Filed as Exhibit 10.26 to 2000 Form 10-K filed on June 29, 2000.

17.   Filed as Exhibit 10.35 to Amendment No. 1 on Form 10-K/A filed on
      July 31, 2000.

18.   Filed as Exhibit 10.33 to Amendment No. 1 on Form 10-K/A filed on
      July 31, 2000.

19.   Filed as Exhibit 10.27 to 2000 Form 10-K filed on June 29, 2000.

<PAGE>

20.   Filed as Exhibit 10.28 to 2000 Form 10-K filed on June 29, 2000.

21.   Filed as Exhibit 4 to Form 8-K filed on June 5, 1995.