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, 2003 or
------
         Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
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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 [ ]

Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act)    Yes____    No X

As of September 30, 2002, 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 $36,074,493.

As of June 23,  2003,  the  Registrant  had  9,505,956  shares of  Common  Stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:
PORTIONS OF THE DEFINITIVE PROXY STATEMENT FOR THE 2003 ANNUAL MEETING OF THE
SHAREHOLDERS ARE INCORPORATED BY REFERENCE INTO PART II and III OF THIS
FORM 10-K


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EXPLANATORY NOTE

Rentrak  Corporation  (the  "Company")  is filing this  Amendment  No. 1 on Form
10-K/A as an  amendment  to it Annual  Report on Form 10-K for the  fiscal  year
ended March 31, 2003 (the "Form  10-K)").  The purpose of this  Amendment  is to
correct the cover page of the Form 10-K.



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                                   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)

June 30, 2003                               By: /s/  Mark L. Thoenes
-------------                               ------------------------
Date
                                            Mark L. Thoenes
                                            Senior Vice President and
                                            Chief Financial Officer
                                            Signing on behalf of the registrant

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