This filing
                             consists of 103 pages.
                             The Exhibit
                             Index is on Page 56.



                  SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC 20549

                             FORM 10 - K

  X Annual Report Pursuant to Section 13 or 15 (d) of the
    Securities Exchange Act of 1934 for fiscal year ended March 31,
    1998 or

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

Commission file number D-15159

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

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

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

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

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

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

         Common stock $.001 par value
            (Title of Class)

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

                       Yes   X       No

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

As of June 1, 1998, the aggregate market value of the voting stock
held by non-affiliates of the registrant, based on the last sales
price as reported by NASDAQ was $43,577,022.

(Excludes value of shares of Common Stock held of record by
directors and officers and by shareholders whose record ownership
exceeded five percent of the shares outstanding at June 1, 1997.
Includes shares held by certain depository organizations.)

As of June 1, 1997, the Registrant had 11,006,224 shares of Common
Stock outstanding.


DOCUMENTS INCORPORATED BY REFERENCE:

PORTIONS OF THE DEFINITIVE PROXY STATEMENT FOR THE 1998 ANNUAL
MEETING OF THE SHAREHOLDERS ARE INCORPORATED BY REFERENCE INTO PART
III OF THIS FORM 10-K



                         TABLE OF CONTENTS
    
                               PART I
    
    Item                                                    Page
    
    1.   Business                                           3
    
    
    2.   Properties                                         9
    
    
    3.   Legal Proceedings                                  9
    
    
    4.   Submission of Matters to a Vote of 
          Security Holders                                 10
    
                              PART II
    
    5.   Market for the Registrant's Common Stock and
         Related                                            11
         Stockholder Matters
    
    
    6.   Selected Financial Data                            12
    
    
    7.   Management's Discussion and Analysis of Financial  13
         Conditions and Results of Operations
    
    
    8.   Financial Statements and Supplementary Data        22
    
    
    9.   Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure                22
    
                              PART III
    
    10.  Directors and Executive Officers
         of the Registrant                                  53
    
    
    11.  Executive Compensation                             53
    
    
    12.  Security Ownership of Certain Beneficial Owners     53
         and Management
    
    
    13.  Certain Relationships and Related Transactions     53
    
    
                              PART IV
    
    
    14.  Exhibits, Financial Statement Schedules and        54
         Reports on Form 8-K
    
                               PART I
    
    ITEM 1.  BUSINESS
    
    GENERAL
    
        The Company's primary business is the distribution
    of videocassettes to home video specialty stores and
    other retailers using its Pay Per Transaction system.
    
        In addition, prior to November 1996, the Company
    operated a number of "store within a store" retail video
    outlets which rented and sold videocassettes in Wal-Mart
    and K-Mart stores through its BlowOut Entertainment
    Inc., ("BlowOut") subsidiary.  The Company also operated
    a number of retail stores which sold professional and
    collegiate licensed sports apparel merchandise through
    its Pro Image Inc., ("Pro Image") subsidiary, which were
    either closed or disposed of during the 1997 fiscal
    year.
    
        At March 31, 1996, the Company accounted for the
    operations of Pro Image and BlowOut as discontinued
    operations.  Disposition of Pro Image and BlowOut
    occurred during the fiscal year ended March 31, 1997.
    [See Note 14 of the Notes to The Consolidated Financial
    Statements and See "Business/License Sports Apparel" and
    "Business/Video Retail".]
    
    
    PAY-PER-TRANSACTION
    
        The Company distributes pre-recorded videocassettes
    and other media ("Cassettes") principally to home video
    specialty stores through its Pay Per Transaction revenue
    sharing system (the "PPT System").  The PPT System
    enables home video specialty stores and other retailers,
    including grocery stores and convenience stores, that
    rent Cassettes to consumers ("Retailers") to obtain
    Cassettes at a significantly lower initial cost than if
    they purchased the Cassettes from traditional video
    distributors.
    
        Under traditional distribution, a motion picture
    studio, licensee, or other owner of the rights to
    certain video programming ("Program Suppliers") sells
    Cassettes to a distributor for an average price of
    approximately $64.  The distributor then sells Cassettes
    to a Retailer for an average price of approximately $70.
    The Retailer then rents Cassettes to the consumer at an
    average price of $2.50 and retains all of the rental
    revenue.  Under the PPT System, after the Retailer pays
    an application fee (the "Application Fee") to the
    Company and is approved for participation in the PPT
    System, Cassettes are leased to the Retailer for an
    initial fee (the "Order Processing Fee" formerly
    referred to as the "Handling Fee") plus a percentage of
    revenues generated by the Retailers from rentals to
    consumers (the "Transaction Fee").  The Company retains
    a portion of each Order Processing Fee and Transaction
    Fee and remits the remainder to the appropriate Program
    Suppliers that hold the distribution rights to the
    Cassettes.  The expected benefit to the Retailer is a
    higher volume of rental transactions, as well as a
    reduction in capital cost and risk.  The expected
    benefit to the Program Supplier is an increase in the
    total number of Cassettes shipped, resulting in
    increased revenues and opportunity for profit.  The
    expected benefit to the consumer is the potential of
    finding more copies of certain newly released hit titles
    and a greater selection of other titles at Retailers
    participating in the PPT System ("Participating
    Retailers").
    
        The Company markets its PPT System throughout the
    United States and Canada.  The Company also owns a ten
    percent interest in Rentrak Japan, K.K. ("Rentrak
    Japan"), a Japanese corporation which markets a similar
    service to video retailers in Japan.
    
        In February 1998, the Company entered into a
    shareholders agreement and a PPT agreement with Columbus
    Holdings Limited and Rentrak UK Limited to develop the
    Company's PPT distribution and information processing
    business in the United Kingdom through Rentrak UK. The
    Company owns 25 percent of Rentrak UK.  Rentrak UK did
    not commence distribution prior to the end of the 1998
    fiscal year.
    
        The Company currently offers substantially all of
    the titles of a number of  Program Suppliers, including
    Twentieth Century Fox Home Entertainment (formerly Fox
    Video), a subsidiary of Twentieth Century Fox Film
    Corporation, and Buena Vista Pictures Distribution,
    Inc., a subsidiary of The Walt Disney Company.  The
    Company's arrangements with Program Suppliers are of
    varying duration, scope and formality.  In some cases,
    the Company has obtained Cassettes pursuant to contracts
    or arrangements with Program Suppliers on a title-by-
    title basis and in other cases the contracts or
    arrangements provide that all titles released for
    distribution by such Program Supplier will be provided
    to the Company for the PPT System.  Many of the
    Company's agreements with Program Suppliers, including
    all major Program Suppliers, may be terminated upon
    relatively short notice.  There can be no assurance that
    any of the Program Suppliers will continue to distribute
    Cassettes through the PPT System, continue to have
    available for distribution titles which the Company can
    distribute on a profitable basis, or continue to remain
    in business.  Even if titles are otherwise available
    from Program Suppliers to the Company, there can be no
    assurance that they will be made available on terms
    acceptable to the Company.   During the last three
    years, the Company has not experienced any material
    difficulty acquiring suitable Cassettes for the
    Company's markets on acceptable terms and conditions
    from Program Suppliers that have agreed to provide the
    same to the Company. The Company has one Program
    Supplier that supplied product that generated 48
    percent, a second that generated 17 percent, and a third
    that generated 15 percent of Rentrak revenues for the
    year ended March 31, 1998.  There were no other Program
    Suppliers who provided product that generated more than
    10 percent of revenues for the year ended March 31,
    1998.
    
        Certain Program Suppliers have requested, and the
    Company has provided, financial or performance
    commitments from the Company, including advances,
    warrants, letters of credit or guarantees, as a
    condition of obtaining certain titles.  The Company has
    provided such commitments primarily to induce Program
    Suppliers to begin participating in the PPT System and
    to demonstrate its financial benefits.  The Company
    determines whether to provide such commitments on a case-
    by-case basis, depending upon the Program Supplier's
    success with such titles prior to home video
    distribution and the Company's assessment of expected
    success in home rental distribution.  The Company
    intends to continue this practice of providing such
    commitments and there can be no assurance that this
    practice will not in the future result in losses which
    may be material.
    
        One customer, Hollywood Entertainment Corporation,
    accounted for 11 percent of the Company's revenues in
    1998.  [See "Legal Proceedings"]
    
    
    Distribution of Cassettes
    
        The Company's proprietary Rentrak Profit Maker
    Software (the "RPM Software") allows Participating
    Retailers to order Cassettes through their Point of Sale
    ("POS") system software and provides the Participating
    Retailers with substantial information regarding all
    offered titles.  Ordering occurs via a networked
    computer interface.  To further assist the Participating
    Retailers in ordering, the Company also produces a
    monthly product catalogue called "Ontrak."
    
        To be competitive, Retailers must be able to rent
    their Cassettes on the "street date" announced by the
    Program Supplier for the title.  The Company distributes
    its Cassettes via overnight air courier to assure
    delivery to Participating Retailers on the street date.
    The freight costs of such distribution comprise a
    portion of the Company's cost of sales.
    
    
    Computer Operations
    
        To participate in the Company's PPT System,
    Retailers must install Rentrak approved computer
    software and hardware  to process all of their rental
    and sale transactions.  Participating Retailers are
    required to use one of the POS software vendors approved
    by the Company as conforming to the Company's
    specifications.  The Company's RPM Software resides on
    the Retailer's POS computer system and transmits a
    record of PPT transactions to the Company over a
    telecommunications network.  The RPM Software also
    assists the Retailer in ordering newly released titles
    and in managing the inventory of Cassettes.
    
        The Company's computer processes these transactions
    and prepares reports for Program Suppliers and
    Retailers.  In addition, it determines variations from
    statistical norms for potential audit action.  The
    Company's computer also transmits information on new
    titles and confirms orders made to the RPM Software at
    the Retailer location.
    
     Year 2000
     
          Many computer software programs, as well as hardware
     with embedded software, use a two-digit date field to track
     and refer to any given year.  After, and in some cases prior
     to, January 1, 2000, these software and hardware systems may
     interpret the year "00" as "1900," which will cause them to
     perform faulty calculations or shut down altogether.  To the
     extent that this "Year 2000" problem is present in the
     Company's internal software and hardware systems, or those
     of its suppliers or customers, there could be material
     disruptions in such important functions as the ordering and
     delivery of Cassettes, the reporting and tracking of
     Cassette rental and sale transactions, and billing and
     payment systems.  Such difficulties could result in a number
     of adverse consequences, including but not limited to
     delayed or lost revenue, diversion of resources, damages to
     the Company's reputation, increased administrative and
     processing costs, and liability to suppliers or customers.
     Any one or a combination of such consequences could have a
     material adverse effect on the Company's business, operating
     results, and financial condition.
     
          Accordingly, the Company began assessing the scope of
     the Year 2000 problem both internally and among its
     suppliers and customers as far back as March 1997, and began
     implementing remedial measures soon thereafter.  The Company
     is conducting extensive tests of all software and hardware
     systems used internally in the Company's business to
     determine whether they are Year 2000 compliant.  The Company
     has and will continue to modify or replace those systems as
     necessary, and the cost of such remedial measures is not
     expected to be material.  The Company's internal assessment,
     testing, and remediation program is expected to be completed
     by December 31, 1998.  Although the Company believes that
     these corrective measures will adequately address the Year
     2000 problem, there can be no assurance that every Year 2000
     problem will be discovered and addressed, or that every
     remedial measure will be effective.  To the extent that Year
     2000 problems persist, the Company could experience the
     adverse consequences described above, some or all of which
     could be material.
     
          The Company has initiated formal communications with
     its POS system software vendors, and certain of the
     Company's larger individual customers that have developed
     their own POS system software, to determine the extent to
     which their software and hardware systems are Year 2000
     compliant.  In addition, the Company has completed the
     required programming of the Company's proprietary Rentrak
     Profit Maker ("RPM") software and is taking steps to have
     this upgrade installed on its customers' computer systems.
     The Company has also initiated formal contact with the
     vendors involved in the Cassette distribution process to
     determine whether the Year 2000 problem may adversely affect
     the Company's ability to timely deliver Cassettes to its
     customers.  The Company has and will continue to work with
     all of its vendors, suppliers, and customers to resolve any
     potential Year 2000 problems.  As a follow-up measure, the
     Company plans to evaluate and test the software of its POS
     vendors and test communications with its customers by March
     31, 1999, to determine which are in fact Year 2000
     compliant.  The Company does not expect the cost of its
     assessments, corrective measures, and testing to be
     material.  However, the Company has no direct control over
     these third parties and cannot provide any assurance that
     such third party software and hardware systems will be
     timely converted.  The failure of certain individual
     vendors, suppliers, and customers, or a combination of
     vendors, suppliers, and customers, to make their systems
     Year 2000 compliant could have a material adverse effect on
     the Company's performance.
     
    
    Retailer Auditing
    
        From time to time, the Company audits Participating
    Retailers in order to verify that they are reporting all
    rentals and sales of Cassettes on a consistent, accurate
    and timely basis.  Several different types of exception
    reports are produced weekly.  These reports are designed
    to identify any Participating Retailers that vary from
    the Company's statistical norms.  Depending upon the
    results of the Company's analysis of the reports, the
    Company may conduct an in-store audit.  Audits are
    conducted with and without notice and any refusal to
    allow such an audit is cause for immediate termination
    from the PPT System.  If audit violations are found, the
    Participating Retailer is subject to fines, audit
    penalties, immediate removal from the PPT System and/or
    repossession of all leased Cassettes.
    
    
    Seasonality
    
        The Company believes that the home video industry
    is seasonal because Program Suppliers tend to introduce
    hit titles at two periods of the year, early summer and
    Christmas.  Since the release to home video usually
    follows the theatrical release by approximately six
    months (although significant variations do occur on
    certain titles), the seasonal peaks for home video also
    generally occur in early summer and at Christmas.  The
    Company believes its volume of rental transactions
    reflects, in part, this seasonal pattern, although the
    growth of Program Suppliers, titles available to the
    Company, and Participating Retailers may tend to obscure
    any seasonal effect.  The Company believes such seasonal
    variations may be reflected in future quarterly patterns
    of its revenues and earnings.
    
    
    Retailer Financing Program
    
        The Company has established a Retailer financing
    program whereby, on a selective basis, the Company will
    provide financing to Participating Retailers that the
    Company believes have the potential for substantial
    growth in the industry.  In connection with these
    financings, the Company typically makes a loan and/or
    equity investment in the Participating Retailer.  In
    some cases, a warrant to purchase stock may be obtained.
    As part of such financing, the Participating Retailer
    typically agrees to cause all of its current and future
    retail locations to participate in the PPT System for a
    designated period of time (usually 5 - 20 years).  Under
    these agreements, Retailers are typically required to
    obtain all of their requirements of Cassettes offered
    under the PPT System or obtain a minimum amount of
    Cassettes based on a percentage of the Participating
    Retailer's revenues.  Notwithstanding the long term
    nature of such agreements, both the Company and the
    Retailer may, in some cases, retain the right to
    terminate such agreement upon 30-90 days prior written
    notice.  These financings are highly speculative in
    nature and involve a high degree of risk and no
    assurance of a satisfactory return on investment can be
    given. The Board of Directors has authorized the Company
    to make loans and or investments such that the total
    amount of outstanding loans and investments is
    $18,000,000 or less. As of May 1998, the Company has
    invested or loaned approximately $14,200,000 in various
    video Retailers. [See Note 4 of the Notes to the
    Consolidated Financial Statements.]
    
        As of March 31, 1998, the Company had approximately
    $14,200,000 in loans and investments outstanding under
    the program and reserves of approximately $9,400,000 of
    the total original loan or investment amount.  As of
    March 31, 1997, the Company had invested or loaned
    approximately $13,100,000 under the program and had
    provided reserves of approximately $10,300,000.
    
    Competition
    
          The Cassette distribution business is a highly
     competitive industry that is rapidly changing.  The
     traditional, and still dominant, method of distributing
     Cassettes to Retailers is through purchase transactions;
     i.e., a Retailer purchases Cassettes from a distributor and
     then offers the Cassettes for rental or sale to the general
     public.  As described in greater detail above (see "Pay-Per-
     Transaction"), the Company's PPT System offers Retailers an
     alternative method of obtaining Cassettes.  Accordingly, the
     Company has long faced intense competition from all of the
     traditional distributors, including Ingram Entertainment,
     Inc. ("Ingram"), Major Video Concepts, Inc. ("Major Video"),
     Baker and Taylor, Inc. ("Baker and Taylor"), and Video One
     Canada, Ltd. ("Video One").  These and other traditional
     distributors have extensive distribution networks, long-
     standing relationships with Program Suppliers and Retailers,
     and, in some cases, significantly greater financial
     resources than the Company.
     
          In recent months, there have been indications of a
     shift in the industry towards a revenue sharing model, as
     certain traditional distributors have taken steps to offer
     Cassettes to Retailers on a revenue sharing basis.  For
     example, several traditional distributors have executed
     licensing agreements with Supercomm, Inc. ("Supercomm"), a
     wholly-owned subsidiary of The Walt Disney Company, to
     market and distribute Supercomm's revenue sharing software.
     Several traditional distributors have also executed revenue
     sharing agreements with motion picture studios ("Studios").
     Two such Studios, citing the Company's exclusive agreements
     with certain Retailers, have announced their intention to
     offer their product on a revenue sharing basis only through
     traditional distributors.  Several traditional distributors
     have also entered into licensing agreements with the Company
     to distribute Cassettes to Retailers through the PPT System.
     
          The Company also competes with Supercomm, which
     distributes Cassettes through a revenue sharing system
     similar in concept to the Company's PPT System.
     Historically, the competition between Supercomm and the
     Company has centered on the distribution of Cassettes to
     supermarkets and similar retail businesses.  However,
     Supercomm's new business relationship with several
     traditional distributors suggests that Supercomm intends to
     expand its business beyond the supermarket industry.
     
          The Company also faces direct competition from the
     Studios.  Beginning in 1997, several major Studios offered
     retailers discounted pricing if such retailers substantially
     increased the quantity of cassettes purchased.  Some major
     Studios have offered Cassettes to retailers on a lease
     basis. In addition, all major Studios sell Cassettes
     directly to major retailers including Blockbuster
     Entertainment, Inc. ("Blockbuster"), the world's largest
     chain of home video specialty stores.  It appears that five
     major Studios have executed direct revenue sharing
     agreements with Blockbuster and that several Studios have
     executed direct revenue sharing agreements with Hollywood
     Entertainment, Inc. ("Hollywood"), the world's second
     largest chain of home video specialty stores.  It is not yet
     clear whether the Studios will execute direct revenue
     sharing agreements with other Retailers.
     
          The Studios also compete with the Company by releasing
     certain Cassette titles on a "sell-through" basis; i.e.,
     they bypass the traditional rental period by selling the
     Cassettes directly to consumers at a price of approximately
     $20 to $30.  To date, such "sell-through" distribution has
     generally been limited to certain newly released hit titles
     with wide general family appeal.  However, because the
     Company's business is partially dependent upon the existence
     of a rental period, a shift toward such "sell-through"
     distribution, particularly with respect to popular titles,
     could have a material adverse effect on the Company's
     business.
     
          The Company also competes with businesses that use
     alternative distribution methods to provide video
     entertainment directly to consumers, such as the following:
     (1) direct broadcast satellite transmission systems; (2)
     traditional cable television systems; and (3) pay-per-view
     cable television systems.  Each of these distribution
     methods employs digital compression techniques to increase
     the number of channels available to consumers and,
     therefore, the number of movies that may be transmitted.
     Technological improvements in this distribution method,
     particularly "video-on-demand," may make this option more
     attractive to consumers and thereby materially diminish the
     demand for Cassette rentals.  Such a consequence could have
     a material adverse effect on the Company's business.
     
    
    
    Foreign Operations
    
        On December 20, 1989, the Company entered into an
    agreement with Culture Convenience Club, Co., Ltd.
    ("CCC"), a Japanese corporation, which is Japan's
    largest video specialty retailer.  CCC believes it
    represents over ten (10%) percent of the retail video
    rental market in Japan.  Pursuant to the agreement, the
    parties formed Rentrak Japan, a corporation, which is
    presently owned 10 percent by the Company and 90 percent
    by CCC's shareholder, Tsutaya Shoten Co., Ltd.  Rentrak
    Japan was formed to implement the Company's PPT Program
    in Japan, with future expansion to The Philippines,
    Singapore, Taiwan, Hong Kong, South Korea, North Korea,
    China, Thailand, Indonesia, Malaysia and Vietnam.  The
    Company provided its PPT technology and the use of
    certain trademarks and service marks to Rentrak Japan,
    and CCC provided management personnel, operating
    capital, and adaptation of the PPT technology to meet
    Japanese requirements.  On August 6, 1992, the Company
    entered into an expanded definitive agreement with CCC
    to develop Rentrak's PPT Program in certain markets
    throughout the world.
    
        Prior to June 16, 1994 the Company owned a thirty
    three and one-third percent interest in Rentrak Japan.
    On June 16, 1994, the Company and CCC entered into an
    amendment to the definitive agreement (the "agreement").
    Pursuant to this agreement, the Company will receive a
    royalty of 1.67% for all sales of up to $47,905,000 plus
    one-half of one percent of sales greater than
    $47,905,000 in each royalty year which is June 1 - May
    31.  The amendment provides for payment to the Company
    of a one time royalty of $2,000,000 payable $1,000,000
    by July 31, 1994, which the Company received, and
    $1,000,000 no later than March 31, 1999.  As part of
    this transaction, the Company also sold to CCC 34 shares
    of Rentrak Japan reducing the Company's ownership in
    Rentrak Japan to twenty-five percent from thirty three
    and one-third percent.  The term of the agreement was
    extended from the year 2001 to the year 2039.
    
        In August 1996, the Company sold 60 shares of
    Rentrak Japan stock to a Japanese corporation for
    $110,000.  This reduced the Company's interest in
    Rentrak Japan from 25 percent to 10 percent.  In
    addition, as part of this transaction, the Company
    received a one-time royalty payment from Rentrak Japan
    of $4,390,000 in August, 1996.  This one-time royalty
    payment is included in other revenue in the Company's
    Consolidated Financial Statements.
    
        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.  Rentrak UK is a joint
    venture between the Company, which owns 25 percent,
    Columbus Holdings Limited, which owns two-thirds of the
    venture and Rentrak Japan, which owns 8.3 percent.  The
    PPT Agreement remains in force in perpetuity, unless
    terminated due to material breach of contract,
    liquidation of Rentrak UK or non-delivery by the Company
    to Rentrak UK, of all retailer and studio software,
    including all updates. Pursuant to the PPT Agreement,
    during the term of the PPT Agreement, the Company will
    receive a royalty of 1.67 percent of Rentrak UK's gross
    revenues from any and all sources.
    
    
    Trademarks, Copyrights, and Proprietary Rights
    
        The Company has registered its "RENTRAK", "PPT",
    "Pay Per Transaction", "Ontrak", "BudgetMaker",
    "DataTrak", "Prize Find" , "BlowOut Video", "GameTrak",
    and "VidAlert" marks under federal trademark laws.  The
    Company has applied and obtained registered status in
    several foreign countries for many of its trademarks.
    The Company claims a copyright in its RPM Software and
    considers it to be proprietary.
    
    Employees
    
        As of March 31, 1998, including all subsidiaries,
    the Company employs 199 full-time employees.  The
    Company considers its relations with its employees to be
    good.
    LICENSED SPORTS APPAREL
    
        During fiscal year 1997, the Company disposed of
    substantially all the net assets of Pro Image Inc. (Pro
    Image) through either sale or closure of the stores.
    [See Note 14 of the Notes to the Consolidated Financial
    Statements.]
    
    
    VIDEO RETAIL
    
        On November 26, 1996, the Company made a
    distribution to its shareholders of 1,457,343 shares of
    common stock (the "BlowOut Common Stock") of BlowOut
    pursuant to a Reorganization and Distribution Agreement
    ("Distribution Agreement") dated as of November 11,
    1996, between the Company and BlowOut.  Pursuant to the
    Distribution Agreement, each holder of common stock of
    the Company received one share of BlowOut Common Stock
    for every 8.34 shares of the Company common stock owned
    of record held by such holder on November 18, 1996.  The
    distributed shares of BlowOut Common Stock represented
    approximately 60% of the outstanding shares of BlowOut
    Common Stock.  Following the distribution the Company
    continues to own 9.9 percent of the outstanding BlowOut
    Common Stock.  [See Note 14 of the Notes to the
    Consolidated Financial Statements.]
    
    Financial Information About Industry Segments
    
        See Note 13 of the Notes to the Consolidated
    Financial Statements.
    
    
    
    ITEM 2.  PROPERTIES
    
        The Company currently maintains its executive
    offices in Portland, Oregon where it leases 53,566
    square feet of office space.  The lease began on January
    1, 1997 and expires on December 31, 2006. The Company
    maintains its distribution facilities in Wilmington,
    Ohio where it leases 102,400 square feet.  The Company's
    lease expires on June 7, 2002.  Management believes its
    office and warehouse space is adequate and suitable for
    its current and foreseeable future.
    
    
    
    ITEM 3.  LEGAL PROCEEDINGS
    
        On November 21, 1997, Merle Harmon, individually
    and as assignee for Merle Harmon Enterprises and Fan
    Fair Corporation, sued the Company and two of its
    officers in relation to the Company's failed attempt to
    negotiate the purchase of Merle Harmon Enterprises and
    Fan Fair Corporation.  The case is pending in the U.S.
    District Court for the Eastern District of Wisconsin.
    Plaintiff alleges breach of contract, fraud,
    misrepresentation, and violations of RICO (the Racketeer
    Influenced and Corrupt Organizations Act of 1970), and
    also asserts claims based on a promissory estoppel
    theory.  The Company believes that all of the
    Plaintiff's claims are without merit and has recently
    filed a motion to dismiss all claims.  The Company
    intends to continue to vigorously defend itself and its
    officers against the suit.
    
        In April 1998, the Company filed a complaint (the
    "Hollywood Complaint") against Hollywood Entertainment,
    Inc. ("Hollywood"), entitled Rentrak Corporation v.
    Hollywood Entertainment et al., case no. 98-04-02811, in
    the Circuit Court of the State of Oregon for the County
    of Multnomah, Portland, Oregon.  In the Hollywood
    Complaint, the Company alleges that Hollywood breached
    and is continuing to breach its contractual obligation
    to acquire all of its leased videocassettes exclusively
    from the Company.  The Company also alleges that
    Hollywood committed certain audit violations including
    breaching its contractual obligation to fully and
    accurately report all sales of the Company's
    videocassettes and to pay the appropriate fees to the
    Company in connection with such sales.  The Company is
    seeking monetary damages in the amount of $180,264,576
    and injunctive relief for Hollywood's alleged violations
    of the exclusivity obligation. On June 16, 1998,
    Hollywood responded to the Hollywood Complaint denying
    Rentrak's allegations and asserting a claim for
    attorney's fees.  The Company has suspended the ordering
    privilege of Hollywood on account of its breach of the
    PPT Agreement and Hollywood has served Rentrak notice
    attempting to terminate its PPT Agreement with Rentrak.

        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. Specifically, Video Update alleges that
    the Company has attempted to monopolize the market for
    videocassettes leased to retail video stores in
    violation of Section 2 of the Sherman Act.  Video Update
    further alleges that the Company's negotiation and
    execution of an exclusive, long-term revenue sharing
    agreement with Video Update violates Section 1 of the
    Sherman Act and Section 3 of the Clayton Act. Video
    Update is seeking unspecified monetary relief, including
    treble damages and attorneys' fees, and equitable
    relief, including an injunction prohibiting the Company
    from enforcing its agreement with Video Update or any
    exclusivity provision against videocassette suppliers
    and video retailers.  The Company believes the Complaint
    filed by Video Update lacks merit and intends to
    vigorously defend against the allegations in the
    Complaint.  The Company has filed a motion to dismiss or
    transfer pursuant to the Federal Rule of Civil Procedure
    12(B)(3) or alternatively to transfer pursuant to 28
    U.S.C. Section 14.04.
    
        The Company is also subject to legal proceedings
    and claims which arise in the ordinary course of its
    business.  In the opinion of management, the amount of
    any ultimate liability with respect to these actions is
    not expected to materially affect the financial position
    or results of operations of the Company as a whole.
    
    
    ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY
    HOLDERS
    
        No matter was submitted to a vote of security
    holders of the Company through the solicitation of
    proxies or otherwise during the fourth quarter of the
    fiscal year covered by this report.
    
    
                              PART II
    
    
    ITEM 5.   MARKET FOR REGISTRANT'S COMMON STOCK AND
              RELATED STOCKHOLDER MATTERS
    
        The Company's common stock, $.001 par value, is
    traded on the Nasdaq National Market, where its prices
    are quoted under the symbol "RENT".   As of June 1, 1998
    there were approximately 375 holders of record of the
    Company's common stock.  On June 1, 1998, the closing
    sales price of the Company's common stock as quoted on
    the Nasdaq National Market was $5.438.
    
         The following table sets forth the reported high
    and low sales prices of the Company's common stock for
    the period indicated as regularly quoted on the Nasdaq
    National Market.  The over-the-counter market quotations
    reflect inter-dealer prices, without retail mark-up,
    mark-down or commissions and may not necessarily
    represent actual transactions.
    
      QUARTER ENDED      HIGH                 LOW
     JUNE 30, 1996       $5.625               $4.250
     SEPTEMBER 30, 1996  $4.875               $3.844
     DECEMBER 31, 1996   $4.375               $3.125
     MARCH 31, 1997      $3.500               $2.625
     JUNE 30, 1997       $3.938               $3.875
     SEPTEMBER 30, 1997  $4.406               $4.375
     DECEMBER 31, 1997   $4.500               $4.000
     MARCH 31, 1998      $10.063              $9.500
    
    DIVIDENDS:
    
      Holders of the Company's common stock are entitled to
    receive dividends if, as, and when declared by the Board
    of Directors out of funds legally available therefor,
    subject to the dividend and liquidation rights of any
    preferred stock that may be issued and subject to the
    dividend restrictions in the Company's bank credit
    agreement described in Note 5 of the Notes to the
    Consolidated Financial Statements.
    
      No cash dividends have been paid or declared during
    the last five fiscal years.  The present policy of the
    Board of Directors is to retain earnings to provide
    funds for operation and expansion of the Company's
    business.  The Company's bank credit agreement limits
    the payment of dividends in the Company's stock.  The
    Company does not intend to pay cash dividends in the
    foreseeable future.

<TABLE>
<CAPTION>
ITEM 6.    SELECTED FINANCIAL DATA
                                                 (In Thousands, Except Per Share Amounts)
                                                 Year Ended March 31,
                                                   1998      1997      1996      1995      1994
<S>                                                 <C>       <C>       <C>       <C>       <C>

Statement of Operations Data
  Net revenues:
     Application fees                                 $383      $354      $551    $1,114    $1,662
    Order processing fees                           25,313    22,720    25,716    18,052    13,712
    Transaction fees                                78,671    70,467    70,187    49,904    40,967
    Sell-through                                     9,383    11,101    10,601     8,923     5,665
    Other                                            9,001    11,634     6,211     6,555     1,955
International operations                                 0         0         0         0       116
    Total net revenues                             122,751   116,276   113,266    84,548    64,077
    Cost of sales                                  100,974    90,882    95,168    66,375    49,697
    Gross profit                                    21,777    25,394    18,098    18,173    14,380

    Selling and administrative expense              14,572    16,160    20,860    15,527    14,008
    Suspension of European operations                    0         0         0         0       901
Other income                                           652       999       681     3,522       538
Income (loss) from continuing operations before
          benefit (provision) for income taxes and
              minority partner interests             7,857    10,233    (2,081)    6,168         9

     Income tax benefit (provision)                 (3,199)   (3,950)      595      (768)      764

    Income (loss) from continuing operations before
        minority partner interests and discontinued
           operations                                4,658     6,283    (1,486)    5,400       773
      Losses attributable to minority partner
         interests                                       0         0         0         0       131

      Income (loss) from continuing operations before
          discontinued operations                    4,658     6,283    (1,486)    5,400       904
      Discontinued Operations:  (1)
          Loss from operations of discontinued subsidiaries
             less applicable income tax provision        0         0   (18,700)     (287)      (91)
         Loss on disposal of subsidiaries                0         0   (12,100)        0         0


      Net income (loss)                             $4,658    $6,283  ($32,286)   $5,113      $813


      Diluted income (loss) per share
          Continuing operations                      $0.41     $0.52    ($0.13)    $0.47     $0.08
          Discontinued operations                     0.00      0.00     (2.62)    (0.03)     0.00
      Net income (loss)                              $0.41     $0.52    ($2.75)    $0.44     $0.08

      Common shares and common share equivalents
          outstanding                               11,445    12,076    11,755    11,548    10,133


                                                      1998      1997      1996      1995      1994
Balance Sheet Data (2)
      Working Capital                               $1,062    $1,488  ($12,579)  $12,897   $16,155
     Total Assets                                   51,609    43,048    56,252    64,818    44,620
     Long-term Debt                                      0         0         0         0         0
     Stockholders' Equity                           13,254    11,272    14,404    40,292    29,523

      (1)  Discontinued Operations includes the operations of Pro Image and
           BlowOut.  Acquisitions were made by ProImage and BlowOut during
           1995 and 1996, therefore comparisons between years are not
           meaningful.  See acquisitions Note 8 and discontinued operations
           Note 14 of the Notes to the Consolidated Financial Statements.
      (2)  The 1995 and prior balance sheets have not been restated for
           discontinued operations.
</TABLE>

    ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    Forward Looking Statements
    
    Certain Information included in the Annual Report on
    Form 10-K (including Management's Discussion and
    Analysis of Financial Conditions and Results of
    Operations regarding revenue growth, gross profit margin
    and liquidity) constitute forward-looking statements
    that involve a number of risks and uncertainties.
    Forward looking statements may be identified by the uses
    of forward-looking words such as "may", "will",
    "expects", "intends", "anticipates", "estimates", or
    "continues" or the negative thereof or variations
    thereon or comparable terminology.  The following
    factors are among the factors that could cause actual
    results to differ materially from the forward-looking
    statements:  the Company's ability to continue to market
    the PPT System successfully, the financial stability of
    the Participating Retailers and their performance of
    their obligations under the PPT System, non-renewal of
    line of credit, business conditions and growth in the
    video industry and general economics, both domestic and
    international; competitive factors, including increased
    competition, expansion of revenue sharing programs other
    than the PPT System by Program Suppliers, new
    technology, the ability of the Company and its suppliers
    and customers to address potential Year 2000 problems,
    and the continued availability of Cassettes from Program
    Suppliers.  Section 1 (Business) of this Annual Report
    on Form 10-K further describes certain of these factors.
    
    
    Results of Operations
    
    As discussed in the Notes to the Consolidated Financial
    Statements, the Company discontinued the operations of
    Pro Image and BlowOut in the fiscal year ended March 31,
    1998.  Accordingly the previous years' statements of
    operations have been restated to reflect these entities
    as discontinued.
    
For a more meaningful analysis, results are presented for three
groups of operations: Continuing Operations which is comprised
primarily of Domestic PPT Operations, including Canada PPT
Operations; Discontinued Operations of Pro Image; and
Discontinued Operations of BlowOut.  The following table(s)
breaks out these groups for the years ended March 31, 1998, 1997
and 1996.  All significant inter-company transactions have been
eliminated except for those transactions between continuing and
discontinued operations which are expected to continue in the
future after disposition of the entities.  This analysis is to be
read in conjunction with the Company's Consolidated Financial
Statements.

<TABLE>
<CAPTION>


             RENTRAK CORPORATION
          STATEMENTS OF OPERATIONS
 For The Years Ended March 31, 1998, 1997 and 1996

                                                   1998            1997            1996
<S>                                             <C>             <C>             <C>

REVENUES                                        $122,751,046    $116,275,503    $113,266,320
OPERATING COSTS AND EXPENSES
   Cost of sales                                 100,974,140      90,881,674      95,167,529
   Selling and administrative                     14,571,789      16,159,729      20,859,923
                                                 115,545,929     107,041,403     116,027,452

INCOME (LOSS) FROM OPERATIONS                      7,205,117       9,234,100      (2,761,132)

Other income                                         652,381         999,068         680,671

INCOME (LOSS) FROM CONTINUING
   OPERATIONS BEFORE INCOME TAXES                  7,857,498      10,233,168      (2,080,461)

Income tax (provision) benefit                    (3,199,032)     (3,950,003)        594,792
INCOME (LOSS) FROM CONTINUING
   OPERATIONS                                      4,658,466       6,283,165      (1,485,669)

DISCONTINUED OPERATIONS
   Income (loss) from operations of
     discontinued subsidiaries, net of income-               -                   (18,700,000)
   Loss on disposal of discontinued subsidiar-               -                   (12,100,000)
NET INCOME (LOSS)                                 $4,658,466      $6,283,165    ($32,285,669)

</TABLE>

<TABLE>
<CAPTION>


             RENTRAK CORPORATION
          STATEMENTS OF OPERATIONS
 For The Years Ended March 31, 1998, 1997 And 1996

                                                1998       1997         1996
<S>                                                  <C>        <C> <C>

DISCONTINUED OPERATIONS - PRO IMAGE

REVENUES                                             $0         $0   $39,131,760
OPERATING COSTS AND EXPENSES
  Cost of sales                                      $0         $0   $24,325,523
  Selling and administrative                         $0         $0   $19,383,052
  Other expense - write-off of intangible ass        $0         $0    $9,179,239

LOSS FROM OPERATIONS                                 $0         $0  ($13,756,054)

Other expense                                        $0         $0     ($242,299)

LOSS BEFORE INCOME TAXES                             $0         $0  ($13,998,353)

DISCONTINUED OPERATIONS - BLOWOUT ENTERTAINMENT

REVENUES                                             $0         $0   $17,466,804
OPERATING COSTS AND EXPENSES
  Cost of sales                                      $0         $0   $13,961,420
  Selling and administrative                         $0         $0   $10,074,040

LOSS FROM OPERATIONS                                 $0         $0  ($96,568,656)

Other expense                                        $0         $0     ($689,103)

LOSS BEFORE INCOME TAXES                             $0         $0   ($7,257,759)

DISCONTINUED OPERATIONS - COMBINED
  PRO IMAGE & BLOWOUT ENTERTAINMENT
REVENUES                                             $0         $0   $56,598,564
OPERATING COSTS AND EXPENSES
  Cost of sales                                      $0         $0   $38,286,943
  Selling and administrative                         $0         $0   $29,457,092
  Other expense - write-off of Intangible ass        $0         $0    $9,179,239

LOSS FROM OPERATIONS                                 $0         $0  ($20,324,710)

Other expense                                        $0         $0     ($931,402)

LOSS BEFORE INCOME TAXES                             $0         $0  ($21,256,112)

INCOME TAX BENEFIT                                   $0         $0    $2,556,112

NET LOSS                                             $0         $0  ($18,700,000)
</TABLE>

    Fiscal 1998 Compared to Fiscal 1997
    
    Continuing Operations - Domestic PPT Operations and Other
    Continuing Subsidiaries
    
      For the year ended March 31, 1998, total revenue
    increased $6.5 million, or 6 percent, rising to $122.8
    million from $116.3 million in the prior year.  Total
    revenue includes the following fees: application fees
    generated when retailers are approved for participation in
    the PPT System; order processing fees generated when
    prerecorded videocassettes ("Cassettes") are distributed to
    retailers; transaction fees generated when retailers rent
    Cassettes to consumers; sell-through fees generated when
    retailers sell Cassettes to consumers; royalty payments
    from Rentrak Japan; and sale of videocassettes.
    
      The increase in total revenue and the changes described
    in the following paragraphs were primarily due to the
    growth in (i) the number of retailers approved to lease
    Cassettes under the PPT System from the Company (the
    "Participating Retailers"); (ii) the number of titles
    released to the PPT System and (iii) the total number of
    Cassettes shipped under the PPT System.
    
      In fiscal 1998, application-fee revenue remained
    unchanged from the prior year at $0.4 million. During the
    year, order processing-fee revenue increased to $25.3
    million from $22.7 million in fiscal 1997, an increase of
    $2.6 million, or 11 percent.  Transaction-fee revenue
    totaled $78.7 million, an increase of $8.2 million, or 12
    percent, from $70.5 million the previous year.  Sell-
    through revenue was $9.4 million in fiscal 1998 as compared
    to $11.1 million in fiscal 1997, a decrease of $1.7
    million, or 15 percent.
    
      Royalty revenue from Rentrak Japan decreased to $1.1
    million during fiscal 1998 from $5.5 million the previous
    year.  This decrease was due to a one-time royalty payment
    from Rentrak Japan of $4.4 million in August 1996.
    
      Cost of sales in fiscal 1998 increased to $101 million
    from $90.9 million the prior year, an increase of $10.1
    million, or 11 percent.  The increase is primarily due to
    the increase in revenue noted above. In fiscal 1998, the
    gross profit margin decreased to 18 percent from 19 percent
    the previous year, excluding the one-time royalty payment
    from Rentrak Japan.  The gross profit margin in fiscal
    1997, including the one-time royalty payment from Rentrak
    Japan, was 22 percent.
    
      Selling, general and administrative expenses were $14.6
    million in fiscal 1998 compared to $16.2 million in fiscal
    1997.  This decrease of $1.6 million, or 10 percent, was
    primarily due to collection of amounts in 1998 which were
    previously reserved at March 31, 1997.  As a percentage of
    total revenue, selling, general and administrative expenses
    was 12 percent in fiscal 1998 as compared to 14 percent the
    previous year.
    
      Other income decreased from $1.0 million in fiscal 1997
    to $0.7 million for fiscal 1998, a decrease of $0.3
    million.
    
      For the year ended March 31, 1998, the Company recorded
    pre-tax income of $7.9 million, or 6 percent of total
    revenue, compared to $5.7 million, or 5 percent of total
    revenue excluding the one-time royalty from Rentrak Japan
    in fiscal 1997.  This increase is due to the increase in
    margin dollars due to increased revenue and the decrease in
    selling, general and administrative expenses as noted
    above.  Pre tax income, including the one-time royalty
    payment from Rentrak Japan, was $10.2 million or 9 percent
    of total revenue in 1997.
    
      Included in the amounts above are the results from Other
    Subsidiaries which are primarily comprised of certain
    retail operations. Total revenue from Other Subsidiaries
    increased to $6.5 million in fiscal 1998 from $5.0 million
    in fiscal 1997, an increase of $1.5 million, or 30 percent.
    Cost of sales was $3.3 million, an increase of $0.2 million
    over the $3.1 million recorded in fiscal 1997.  Selling,
    general and administrative expenses increased to $1.9
    million in fiscal 1998 from $1.8 million in fiscal 1997, an
    increase of $0.1 million.  As a percentage of total
    revenue, selling, general and administrative expenses
    decreased to 29 percent at year-end from 36 percent a year
    earlier.
    
      For the year ended March 31, 1998, Other Subsidiaries
    recorded pre-tax income of $0.7 million, or 10 percent of
    total revenue.  This compares with pre-tax income of $0.2
    million, or 3 percent of total revenue, in fiscal 1997.
    
    
    Consolidated Balance Sheet
    
      At March 31, 1998, total assets were $51.6 million, an
    increase of $8.6 million from the $43.0 million of a year
    earlier.  A substantial portion of the increase was due to
    the $7.9 million increase in accounts receivable.  This
    increase is primarily due to the increase in the number of
    retailers participating on the PPT System.
    
      Net current liabilities of BlowOut at March 31, 1998 and
    1997 of approximately $4.6 million and $4.4 million,
    respectively represent amounts reserved for contingencies
    not yet settled as of March 31, 1998.
    
    
    Fiscal 1997 Compared to Fiscal 1996
    
    Continuing Operations - Domestic PPT Operations and Other
    Continuing Subsidiaries
    
      For the year ended March 31, 1997, total revenue
    increased $3.0 million, or 3 percent, rising to $116.3
    million from $113.3 million in the prior year.  The
    increase in total revenue and the changes described in the
    following paragraphs were primarily due to the growth in
    (i) the number of retailers approved to lease Cassettes
    under the PPT System from the Company (the "Participating
    Retailers"); and (ii) the number of titles released to the
    system.  In addition, the Company received a one-time
    royalty payment from Rentrak Japan and experienced a
    decrease in the total number of Cassettes shipped under the
    PPT System.
    
      In fiscal 1997, application-fee revenue decreased to
    $0.4 million from $0.6 million in fiscal 1996, a decline of
    $0.2 million, or 33 percent.  The decrease was due to a
    reduction in the amount of application fees charged.
    During the year, order processing-fee revenue fell to $22.7
    million from $25.7 million in fiscal 1996, a decrease of
    $3.0 million, or 12 percent.  Transaction-fee revenue
    totaled $70.5 million, an increase of $0.3 million, or less
    than 1 percent, from $70.2 million the previous year.  Sell-
    through revenue was $11.1 million in fiscal 1997 as
    compared to $10.6 million in fiscal 1996, an increase of
    $0.5 million, or 5 percent.
    
      Royalty revenue from Rentrak Japan increased to $5.5
    million during fiscal 1997 from $1.1 million the previous
    year.  This increase was due to a one-time royalty payment
    from Rentrak Japan of $4.4 million in August 1996.
    
      Cost of sales in fiscal 1997 decreased to $90.9 million
    from $95.2 million the prior year, a decrease of $4.3
    million, or 5 percent.  The decrease is primarily due to
    the decrease in order processing revenue noted above.  In
    addition, fiscal 1996 includes a charge of $2.2 million to
    increase reserves against advances made to Program
    Suppliers.  In fiscal 1997, the gross profit margin
    increased to 22 percent from 16 percent the previous year.
    The gross profit margin in fiscal 1997, excluding the one-
    time royalty payment from Rentrak Japan, was 19 percent.
    
      Selling, general and administrative expenses were $16.2
    million in fiscal 1997 compared to $20.9 million in fiscal
    1996.  This decrease of $4.7 million, or 23 percent, was
    primarily due to the following one time charges in fiscal
    1996: An increase of approximately $1.4 million in other
    reserves against assets; and $1.5 million in advertising co-
    op allowances in excess of amounts received from Program
    Suppliers.  Also, the reserves against loans and
    investments in retailers were approximately $2.3 million
    higher in fiscal 1996.   As a percentage of total revenue,
    selling, general and administrative expenses was 14 percent
    in fiscal 1997 as compared to 18 percent the previous year.
    
      Other income increased from $0.7 million in fiscal 1996
    to $1.0 million for fiscal 1997, an increase of $0.3
    million.
    
      For the year ended March 31, 1997, Domestic PPT
    Operations recorded a pre-tax profit of $10.2 million, or 9
    percent of total revenue, compared to a pre-tax loss of
    $2.1 million, or 2 percent of total revenue, in fiscal
    1996.  This increase is primarily due to the one-time
    royalty payment from Rentrak Japan in fiscal 1997 and the
    one time charges in fiscal 1996 noted above.
    
      Included in the amounts above are the results from Other
    Subsidiaries which are primarily comprised of a software
    development company and other video retail operations.  The
    operations of the software development company, which were
    immaterial, were curtailed in fiscal 1996.  Total revenue
    from Other Subsidiaries decreased to $5.0 million in fiscal
    1997 from $5.2 million in fiscal 1996, a decrease of $0.2
    million, or 4 percent.  Cost of sales was $3.1 million, an
    increase of $0.2 million over the $2.9 million recorded in
    fiscal 1996.  Selling, general and administrative expenses
    decreased to $1.8 million in fiscal 1997 from $2.6 million
    in fiscal 1996, a decrease of $0.8 million, or 31 percent.
    As a percentage of total revenue, selling, general and
    administrative expenses decreased to 36 percent at year-end
    from 49 percent a year earlier.
    
      For the year ended March 31, 1997, Other Subsidiaries
    recorded a pre-tax profit of $0.2 million, or 4 percent of
    total revenue.  This compares with a pre-tax loss of $0.4
    million, or 8 percent of total revenue, in fiscal 1996.
    
    
    Discontinued Operations - Pro Image
    
      During fiscal year 1997, the Company disposed of
    substantially all of the net assets of Pro Image through
    either sale or closure of the stores.
    
      Pro Image is accounted for as discontinued operations
    and, accordingly, its operations are segregated in the
    Consolidated Financial Statements.  Pro Image incurred
    losses from operations, net of income tax benefit, of
    approximately $1.9 million and $12.7 million for the years
    ended February 28, 1997 and February 29, 1996,
    respectively.  These amounts were included in loss from
    operations and loss on disposal of discontinued
    subsidiaries in the March 31, 1996 Consolidated Financial
    Statements.
    
    Discontinued Operations - BlowOut
    
      On November 26, 1996, the Company made a distribution to
    its shareholders of 1,457,343 shares of common stock (the
    BlowOut Common Stock) of BlowOut pursuant to a
    Reorganization and Distribution Agreement (Distribution
    Agreement) dated as of November 11, 1996, between the
    Company and BlowOut.  Pursuant to the Distribution
    Agreement, each holder of common stock of the Company
    received one share of BlowOut Common Stock for every 8.34
    shares of the Company's common stock owned of record by
    such holder on November 18, 1996.  The distributed shares
    of BlowOut Common Stock represented approximately 60% of
    the outstanding shares of BlowOut Common Stock. As a result
    of the distribution, the March 31, 1997 consolidated
    financial statement reflect the elimination of the net
    assets and liabilities related to BlowOut and the reduction
    of the Company's ownership in BlowOut to approximately 9.9%
    of the outstanding BlowOut Shares.
    
      BlowOut is accounted for as discontinued operations and,
    accordingly, its operations are segregated in the March 31,
    1996 Consolidated Financial Statements.  BlowOut incurred
    losses from operations, net of income tax benefit, of
    approximately $4 million and $6 million for the period
    ended November 26, 1996 and for the year ended March 31,
    1996, respectively.  These amounts are included in loss
    from operations and loss on disposal of discontinued
    subsidiaries in the March 31, 1996, Consolidated Financial
    Statements.
    
    Consolidated Balance Sheet
    
      Net current liabilities of Pro Image at March 31, 1997
    of approximately $.2 million represent accrued liabilities
    remaining to be paid.  Net current liabilities of BlowOut
    at March 31, 1997 of approximately $4.4 million represent
    amounts reserved for contingencies not yet settled as of
    March 31, 1998.
    
      Net current liabilities of Pro Image at March 31, 1997
    of approximately $.2 million represent accrued liabilities
    remaining to be paid.  Net noncurrent assets of Pro Image
    which are included in net noncurrent assets of discontinued
    operations in the consolidated balance sheet at March 31,
    1996, are comprised primarily of property and equipment and
    long-term debt.  Net current liabilities of Pro Image which
    are included in net current liabilities of discontinued
    operations in the Consolidated Financial Statements at
    March 31, 1996, are comprised primarily of inventory,
    receivables, accounts payable, accrued liabilities,
    estimated operating losses to be incurred by Pro Image
    through the disposal date and other costs associated with
    the disposition.
    
      Net current liabilities of BlowOut at March 31, 1997 of
    approximately $4.4 million represent amounts reserved for
    contingencies not yet settled as of March 31, 1997.  Net
    noncurrent assets of BlowOut included in net noncurrent
    assets of discontinued operations in the consolidated
    balance sheet at March 31, 1996, are comprised primarily of
    rental inventory, property and equipment, intangibles, and
    long-term debt.  Net current liabilities of BlowOut which
    are included in net current liabilities of discontinued
    operations in the consolidated balance sheet at March 31,
    1996, are comprised primarily of cash, inventory, accounts
    payable, accrued liabilities, estimated operating loses to
    be incurred by BlowOut through the disposal date and other
    costs associated with the disposition.
    
    LIQUIDITY AND CAPITAL RESOURCES
    
      At March 31, 1998, the Company had cash and other liquid
    investments of $6.4 million, compared to $10.2 million at
    March 31, 1997.  At year-end, the Company's current ratio
    (current assets/current liabilities) was 1.03 compared to
    1.05 a year earlier.
    
      The Company has an agreement for a line of credit with a
    financial institution in an amount not to exceed the lesser
    of $12.5 million or the sum of (a) 80 percent of the net
    amount of eligible accounts receivable as defined in the
    agreement. The line of credit expires on December 18, 1999.
    Interest is payable monthly at the bank's prime rate (8.5
    percent at March 31, 1998).  The line is secured by
    substantially all of the Company's assets.  The terms of
    the agreement require, among other things, a minimum amount
    of tangible net worth, minimum current ratio and minimum
    total liabilities to tangible net worth.  The agreement
    also restricts the amount of net losses, loans and
    indebtedness and limits the payment of dividends on the
    Company's stock.  The Company is in compliance with these
    covenants as of March 31, 1998.  At March 31, 1998, the
    Company had $6.0 million outstanding borrowings under this
    agreement.  The Company repaid the $6.0 million in April,
    1998.  As of May 31, 1998, available borrowing capacity
    totaled $12.5 million.
    
      The Company has established a retailer financing program
    whereby the Company will provide, on a selective basis,
    financing to video retailers that the Company believes have
    the potential for substantial growth in the industry.  In
    connection with these financings, the Company typically
    makes a loan to and/or an equity investment in the
    retailer.  In some cases, a warrant to purchase stock may
    be obtained.  As part of such financing, the retailer
    typically agrees to cause all of its current and future
    retail locations to participate in the PPT System for a
    designated period of time. Under these agreements,
    retailers are typically required to obtain all of their
    requirements of Cassettes offered under the PPT System or
    obtain a minimum amount of Cassettes based on a percentage
    of the retailer's revenues.  Notwithstanding the long term
    nature of such agreements, both the Company and the
    retailer may, in some cases, retain the right to terminate
    such agreement upon 30-90 days prior written notice. These
    financings are highly speculative in nature and involve a
    high degree of risk, and no assurance of a satisfactory
    return on investment can be given.  The amounts the Company
    could ultimately receive could differ materially in the
    near term from the amounts assumed in establishing
    reserves.
    
      The Board of Directors has authorized up to $18 million
    to be used in connection with the Company's retailer
    financing program.  As of May 1998, the Company has
    invested or loaned approximately $14.2 million in various
    retailers. The investments individually range from $0.2
    million to $4.9 million.  Included in the total $14.2
    million investment balance at March 31, 1998, are gross
    notes receivable of $10.6 million which are due as follows:
    $1.1 million - 1999; $3.2 million  - 2000; $1.8 million -
    2001; $4.0 million - 2005; and $0.5 million - 2007.
    Interest rates on the various loans range from 5 -12
    percent per annum.  As the financings are made, and
    periodically throughout the terms of the agreements, the
    Company assesses the likelihood of recoverability of the
    amounts invested or loaned based on the financial position
    of each retailer.  This assessment includes reviewing
    available financial statements and cash flow projections of
    the retailer and discussions with retailers' management.
    
      As of March 31, 1998, the Company has invested or loaned
    approximately $14.2 million under the program and  has
    reserves of approximately $9.4 million.
    
      BlowOut is an early stage company requiring additional
    financing if it is to continue its expansion and support
    its operations.  The Company is the principal creditor to
    BlowOut.  Pursuant to a Financing Agreement, the Company
    agreed to provide guarantees for up to $7 million of
    indebtedness of BlowOut (the "Guarantee").

       The obligations under the Guarantee are comprised of the
       following:

           (a)  BlowOut has a credit facility (the Credit
       Facility) in an aggregate principal amount of $2 million for
       a five-year term.    Amounts outstanding under the Credit
       Facility bear interest at a fixed rate per annum equal to
       14.525 percent. Pursuant to the terms of the Guarantee, the
       Company agreed to guarantee any amounts outstanding under
       the Credit Facility until the lender is satisfied, in its
       sole discretion, that BlowOut's financial condition is
       sufficient to justify the release of the Company's
       guarantee.  As of March 31, 1998, BlowOut had borrowed
       approximately $1.6 million under the Credit Facility.

           (b)  BlowOut also has a revolving line of credit (Line
       of Credit) in a maximum principal amount at one time
       outstanding of $5 million.  Under the Line of Credit,
       BlowOut may only draw up to 80 percent of the Orderly
       Liquidation Valued (as defined in the Line of Credit) of
       eligible new and used Cassette inventory.  Advances under
       the Line of Credit bear interest at a floating rate per
       annum equal to the Bank of America Reference Rate plus 2.75
       percent (11.25 percent as of March 31, 1998).  The term of
       the Line of Credit is three years.  The Company has agreed,
       pursuant to an Unconditional Repurchase Agreement, to
       purchase under certain circumstances in the event of default
       under the Line of Credit, BlowOut's Cassette inventory at
       specified amounts up to a principal amount of $5 million.
       In February 1998, the Company entered into an agreement with
       BlowOut and CCC (the "Tri-Party Agreement") under which
       BlowOut has agreed not to draw down in excess of $4.0
       million under the Line of Credit.  As of March 31, 1998,
       BlowOut had borrowed approximately $3.2 million under the
       Line of Credit.

      There can be no assurance that the Company will not have
    to pay out under these guarantees or provide other
    accommodations.  During the term of the Guarantee, BlowOut
    has agreed to pay the Company a weekly fee at a rate equal
    to .02 percent per week of then-currently outstanding
    indebtedness subject to the Guarantee.
    
      In fiscal year 1997, BlowOut executed a $3.0 million
    note in favor of the Company which accrues interest at 9
    percent per annum.  As part of the Tri-Party Agreement, the
    Company agreed to defer principal and interest payments on
    this note by BlowOut until December 31, 2004 during which
    deferment period no interest accrues.  The Company also
    agreed to the forgiveness of all or a portion of the $3.0
    million note as BlowOut is able to lower the Company's
    contingent obligations under its guarantees.  At March 31,
    1998, the total outstanding balance of the debt under such
    note, including accrued interest, was $2.8 million.
    
      The Company's exposure related to adverse financial and
    operational developments at BlowOut is limited to its
    receivables from BlowOut [See Note 4 of the Notes to the
    Consolidated Financial Statements] and  the obligations
    under the Guarantee [See Note 9 of the Notes to the
    Consolidated Financial Statements].
    
      On November 26, 1996, the Board authorized the re-
    purchase of up to two million shares of Common Stock in
    open market and negotiated purchases.  As of March 31,
    1998, the Company had acquired 1,082,900 shares for an
    aggregate amount of $4.1 million.  These purchases were
    funded through cash flows from operations.
    
      The Company's sources of liquidity include its cash
    balance, cash generated from operations and its available
    credit facility.  These sources are expected to be
    sufficient to fund the Company's operations for the year
    ending March 31, 1999.
    
    
    
    ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
           Index to Consolidated Financial Statements
    
    
      Item                                           Page
    
    Report of Independent Public                       23
      Accountants
    
    Consolidated Balance Sheets as of
    March 31, 1998 and 1997                            24
    
    Consolidated Statements of Operations for Years    25
      Ended March 31, 1998, 1997 and
      1996
    
    Consolidated Statements of Stockholders' Equity    26
      for Years Ended March 31, 1998,
      1997 and 1996
    
    Consolidated Statements of Cash Flows for Years    27
      Ended March 31, 1998, 1997 and
      1996
    
    Notes to Consolidated Financial Statements         29
    
    Financial Statement Schedules                      52
      Schedule II
    
    
              Schedules not included have been omitted because
              they are not applicable or the required
              information is shown in the financial statements
              or notes thereto.
    
    
    
    
    
    ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE
    
      None




               REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To Rentrak Corporation:

We have audited the accompanying consolidated balance sheets of
Rentrak Corporation and subsidiaries as of March 31, 1998 and 1997,
and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the three years in the period ended
March 31, 1998.  These consolidated financial statements and the
schedule referred to below are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements and schedule based on our audits.

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

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Rentrak Corporation and subsidiaries as of
March 31, 1998 and 1997, and the consolidated results of their
operations and their cash flows for each of the three years in the
period ended March 31, 1998 in conformity with generally accepted
accounting principles.

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


                                        ARTHUR ANDERSEN LLP


Portland, Oregon,
  May 20, 1998 (except with respect to
    the matter discussed in Note 10, as
    to which the date is June 4, 1998)


                                        
<TABLE>
<CAPTION>
                      RENTRAK CORPORATION AND SUBSIDIARIES
                                        
                                        
                           CONSOLIDATED BALANCE SHEETS
                                        
                          AS OF MARCH 31, 1998 AND 1997
                                        
                                     ASSETS
                                        
                                                               1998                    1997
<S>                                                             <C>                      <C>

CURRENT ASSETS:                                                               
  Cash and cash equivalents                                     $  6,361,680             $ 10,167,169
  Accounts receivable, net of allowance for doubtful                                                 
  accounts of $586,641 and $409,313                               24,395,143               16,434,566
  Advances to program suppliers                                      431,975                  492,844
  Inventory                                                        2,427,176                1,902,618
  Deferred tax asset                                               1,217,950                1,365,064
  Other current assets                                             4,582,337                2,901,964
          Total current assets                                  ------------             ------------
                                                                  39,416,261               33,264,225
                                                                ------------             ------------
                                                                                                     
PROPERTY AND EQUIPMENT, net                                        1,910,317                2,006,556
                                                                                                     
OTHER INVESTMENTS, net                                               887,884                  778,950
                                                                                                     
DEFERRED TAX ASSET                                                 4,087,292                3,637,563
                                                                                                     
OTHER ASSETS                                                       5,306,943                3,360,701
                                                                ------------             ------------
          Total assets                                          $ 51,608,697             $ 43,047,995
                                                                ============             ============
                                                                                                     
                               LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                                                     
CURRENT LIABILITIES:                                                                                 
  Line of credit                                                $  6,000,000             $  5,000,000
  Accounts payable                                                23,333,656               17,160,492
  Accrued liabilities                                              2,532,832                  613,669
  Accrued compensation                                             1,072,848                1,695,814
  Deferred revenue                                                   829,863                2,672,849
  Net current liabilities of discontinued operations               4,585,373                4,633,114
                                                                ------------             ------------
          Total current liabilities                               38,354,572               31,775,938
                                                                ------------             ------------
COMMITMENTS AND CONTINGENCIES                                                                        
                                                                                                     
STOCKHOLDERS' EQUITY:                                                                                
  Preferred stock, $.001 par value; authorized:                            -                        -
10,000,000 shares
  Common stock, $.001 par value; authorized:                                                         
30,000,000 shares; issued and outstanding:                          10,987                   11,847
10,986,455 shares in 1998 and 11,847,441 shares in
1997
  Capital in excess of par value                                  45,365,298               47,931,165
  Net unrealized gain on investment securities                        54,645                  184,932
  Accumulated deficit                                           (30,794,263)             (35,452,729)
  Less- Deferred charge - warrants                               (1,382,542)              (1,403,158)
                                                                ------------             ------------
          Total stockholders' equity                              13,254,125               11,272,057
                                                                ------------             ------------
          Total liabilities and stockholders' equity            $ 51,608,697             $ 43,047,995
                                                                ============             ============
                                                                                                     

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

                      RENTRAK CORPORATION AND SUBSIDIARIES


                      CONSOLIDATED STATEMENTS OF OPERATIONS

                FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996


                                                 1998              1997              1996
<S>                                            <C>              <C>                <C>

REVENUES:                                                                    
  PPT                                          $113,181,910     $105,787,973        $108,073,429
  Other                                           9,569,136       10,487,530           5,192,891
                                               ------------     ------------        ------------
                                                122,751,046      116,275,503         113,266,320
                                               ------------     ------------        ------------
OPERATING COSTS AND EXPENSES:                                                                   
  Cost of sales                                 100,974,140       90,881,674          95,167,529
  Selling and administrative                     14,571,789       16,159,729          20,859,923
                                               ------------     ------------        ------------
                                                115,545,929      107,041,403         116,027,452
                                               ------------     ------------        ------------
          Income (loss) from operations           7,205,117        9,234,100         (2,761,132)
                                               ------------     ------------        ------------
OTHER INCOME (EXPENSE):                                                                         
  Interest income                                 1,135,823          862,143           1,078,798
  Interest expense                                (158,708)        (181,950)           (208,307)
  Gain (loss) on sale of investments               (94,062)          318,875              62,091
  Other                                           (230,672)                -           (251,911)
                                               ------------     ------------        ------------
                                                    652,381          999,068             680,671
                                               ------------     ------------        ------------
          Income (loss) from continuing                                                                
operations before                                7,857,498       10,233,168         (2,080,461)
income tax (provision) benefit
                                                                                                
INCOME TAX (PROVISION) BENEFIT                  (3,199,032)      (3,950,003)             594,792
                                               ------------     ------------        ------------
          Income (loss) from continuing           4,658,466        6,283,165         (1,485,669)
operations
                                                                                                
DISCONTINUED OPERATIONS:                                                                        
  Loss from operations of discontinued                                                         
subsidiaries (less                                       -                -        (18,700,000)
    applicable income tax benefit of
$(2,500,000) for 1996
  Loss on disposal of subsidiaries                                                             
including provision of                                                                         
    4,800,000 for operating losses                       -                -        (12,100,000)
during phaseout periods
    (less applicable income tax benefit
of $0)
                                               ------------     ------------        ------------
          Net income (loss)                    $  4,658,466     $  6,283,165       $(32,285,669)
                                               ============     ============        ============
                                                                                                
                                  NET INCOME (LOSS) PER SHARE
                                                                                                
BASIC EARNINGS (LOSS) PER COMMON SHARE:                                                        
    Continuing operations                            $  .42           $  .52             $ (.13)
    Discontinued operations                               -                -              (2.62)
                                                     ------           ------              ------
          Net income (loss)                          $  .42           $  .52             $(2.75)
                                                     ======           ======              ======
                                                                                                
DILUTED EARNINGS (LOSS) PER COMMON SHARE                                                       
AND COMMON
  EQUIVALENT SHARE:
    Continuing operations                            $  .41           $  .52             $ (.13)
    Discontinued operations                               -                -              (2.62)
                                                     ------           ------              ------
          Net income (loss)                          $  .41           $  .52             $(2.75)
                                                     ======           ======              ======


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

                      RENTRAK CORPORATION AND SUBSIDIARIES


                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996


               Common Stock                     Net                                        
           -------------------   Capital in  Unrealized                  Deferred
                                             Gain(Loss)
            Number of            Excess of       on      Accumulated      Charge           
              Shares    Amount    Par Value  Investment     Deficit       Warrants        Total
                                             Securities

<S>        <C>          <C>      <C>         <C>        <C>            <C>            <C>
BALANCE AT                                                                                        
MARCH 31,                                                                                         
1995        11,277,246  $11,277  $44,598,939 $(170,747)  $(1,080,493)  $(3,066,863)   $ 40,292,113
                                                                                                  
Repurchase                                                                                        
of common                                                                                         
stock         (69,300)     (69)    (341,631)          -             -             -      (341,700)
Issuance                                                                                          
of common                                                                                         
stock          883,000      883    5,230,577          -             -             -      5,231,460
Issuance                                                                                          
of common                                                                                         
stock                                                                                             
under                                                                                             
employee                                                                                          
stock           47,270       47       95,629          -             -             -         95,676
option
plans
Net loss             -        -            -          -  (32,285,669)             -   (32,285,669)
Change in                                                                                         
net                                                                                               
unrealized                                                                                        
gain                                                                                              
(loss) on                                                                                         
investment                                                                                        
securities           -        -            -    738,255             -             -        738,255
Amortizati                                                                                        
on of                -        -            -          -             -       674,289        674,289
warrants
            ----------  -------  -----------  ---------  ------------   -----------   ------------
BALANCE AT                                                                                        
MARCH 31,                                                                                         
1996        12,138,216   12,138   49,583,514    567,508  (33,366,162)   (2,392,574)     14,404,424
                                                                                                  
Repurchase                                                                                        
of common                                                                                         
stock        (325,800)    (326)  (1,204,449)          -             -             -    (1,204,775)
Issuance                                                                                          
of common                                                                                         
stock                                                                                             
under                                                                                             
employee                                                                                          
stock                                                                                             
option                                                                                            
plans           35,025       35       49,013          -             -             -         49,048
  Net                                                                                             
income               -        -            -          -     6,283,165             -      6,283,165
Distributi                                                                                        
on of                                                                                             
common                                                                                            
stock in                                                                                          
BlowOut              -        -            -          -   (8,369,732)             -    (8,369,732)
Change in                                                                                         
net                                                                                               
unrealized                                                                                        
gain                                                                                              
(loss) on                                                                                         
investment                                                                                        
securities           -        -            -  (382,576)             -             -      (382,576)
  Amortiza-                                                                                       
tion of                                                                                           
warrants                                                                                          
                     -        -    (496,913)          -             -       989,416        492,503
            ----------  -------  -----------  ---------  ------------   -----------   ------------
BALANCE AT                                                                                        
MARCH 31,                                                                                         
1997        11,847,441   11,847   47,931,165    184,932  (35,452,729)   (1,403,158)     11,272,057
                                                                                                  
Repurchase                                                                                        
of common                                                                                         
stock      (1,082,900)  (1,082)  (4,124,329)          -             -             -    (4,125,411)
Issuance                                                                                          
of common                                                                                         
stock                                                                                             
under                                                                                             
employee                                                                                          
stock                                                                                             
option                                                                                            
plans          221,914      222      888,007          -             -             -        888,229
Net income           -        -            -          -     4,658,466             -      4,658,466
Change in                                                                                         
net                                                                                               
unrealized                                                                                        
gain                                                                                              
(loss) on                                                                                         
investment                                                                                        
securities           -        -            -  (130,287)             -             -      (130,287)
Income tax                                                                                        
benefit                                                                                           
from stock                                                                                        
option               -        -      320,455          -             -             -        320,455
exercise
Retirement                                                                                        
s of                 -        -    (250,000)          -             -             -      (250,000)
warrants
Issuance                                                                                          
of                   -        -      600,000          -             -     (600,000)              -
warrants
Amortizati                                                                                        
on of                -        -            -          -             -       620,616        620,616
warrants
            ----------  -------  -----------  ---------  ------------   -----------   ------------
BALANCE AT                                                                                        
MARCH 31,                                                                                         
1998        10,986,455  $10,987  $45,365,298  $  54,645 $(30,794,263)  $(1,382,542)   $ 13,254,125
            ==========  =======  ===========  =========  ============   ===========   ============


  The accompanying notes are an integral part of these consolidated statements.
</TABLE>
<TABLE>
<CAPTION>
                                        
                      RENTRAK CORPORATION AND SUBSIDIARIES
                                        
                                        
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        
                FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996
                                        
                                        
                                        
                                                    1998              1997             1996
<S>                                         <C>               <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES:                                                      
  Net income (loss)                          $ 4,658,466       $ 6,283,165    $(32,285,669)
  Adjustments to reconcile net income                                                      
loss) to net cash provided (used)                                                         
by operating activities-
      Loss on disposal of                                                                  
discontinued operations                               -                 -       12,100,000
     (Gain) loss on asset and                                                              
investment sales                                 94,062         (309,852)          426,827
      Depreciation                               696,883           891,857        5,034,493
      Amortization and write-off of                                                        
        intangibles                                    -           272,433       11,545,750
      Amortization of warrants                   620,616           492,503          674,289
      Provision for doubtful accounts          (300,000)           656,147          523,315
      Retailer financing program               (518,450)         (401,891)        2,789,701
reserves
      Reserves on advances to program                                                      
        suppliers                                150,977         (147,451)        1,345,406
      Deferred income taxes                    1,277,239           161,331      (4,966,997)
      Change in specific accounts,                                                         
net of effects in 1996 from
        purchase of businesses:
          Accounts receivable               (9,139,446)       (2,921,826)      (2,138,592)
          Advances to program                 (658,014)         1,099,101        1,025,835
suppliers
          Inventory                           (524,558)         (164,923)      (5,638,802)
          Other current assets              (1,359,918)         4,108,957      (1,641,277)
          Accounts payable                    6,173,164       (4,635,351)        7,156,983
          Accrued liabilities and                                                         
            compensation                      (203,803)         1,495,462        2,403,732
          Deferred revenue                  (1,842,986)           667,984        1,073,929
          Net current liabilities                                                         
of discontinued operations                     (47,741)           362,545                -
                                            -----------       -----------     ------------
          Net cash provided (used)                                                        
by operating activities                       (923,509)         7,910,191        (571,077)
                                             -----------       -----------     ------------
                                                                                
                                                                     (continued)
</TABLE>
<TABLE>
<CAPTION>
                                        
                      RENTRAK CORPORATION AND SUBSIDIARIES
                                        
                                        
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                        
                FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996
                                        
                                        
                                        
                                             1998                  1997                  1996
<S>                                        <C>                   <C>                 <C>
CASH FLOWS FROM INVESTING                                                      
ACTIVITIES:
  Purchases of property, equipment                                                                
and inventory                              $  (508,398)          $(1,454,391)        $(10,143,322)
  Investments in retailer                                                                         
financing program                             (550,000)           (3,178,020)          (2,183,000)
  Proceeds from retailer financing                                                                
    program                                     518,450             2,029,911            1,199,005
  Cash paid for purchases of                                                                      
businesses,net of cash acquired                       -                     -            (377,848)
  Purchases of investments                  (1,076,299)                     -            (344,500)
  Proceeds from sale of                                                                           
investments                                     519,688               526,000              951,394
  Reduction (purchases) of other                                                                  
assets and intangibles                          701,761               495,667            (242,176)
  Proceeds from sale of assets                        -                10,410            1,100,000
                                            -----------           -----------         ------------
          Net cash used by                                                                        
investing activities                          (394,798)           (1,570,423)         (10,040,447)
                                            -----------           -----------         ------------
CASH FLOWS FROM FINANCING                                                                         
ACTIVITIES:
  Net borrowings on line of credit            1,000,000             2,300,000            2,537,844
  Borrowing on notes payable                          -                     -            3,501,971
  Retirement of warrants                      (250,000)                     -                    -
  Repurchase of common stock                (4,125,411)           (1,204,775)            (341,700)
  Issuance of common stock                      888,229                49,048              114,011
                                            -----------           -----------         ------------
          Net cash provided (used)                                                                
by financing activities                     (2,487,182)             1,144,273            5,812,126
                                            -----------           -----------         ------------
NET INCREASE (DECREASE) IN CASH                                                                   
AND CASH EQUIVALENTS                        (3,805,489)             7,484,041          (4,799,398)
                                                                                                  
CASH AND CASH EQUIVALENTS AT                                                                      
BEGINNING OF YEAR                            10,167,169             2,683,128           10,709,405
                                                                                                  
CASH AND CASH EQUIVALENTS INCLUDED                                                                
IN NET CURRENT LIABILITIES OF                                                                     
DISCONTINUED OPERATIONS                               -                     -            3,226,879
                                            -----------           -----------         ------------
CASH AND CASH EQUIVALENTS AT END            $ 6,361,680           $10,167,169         $  2,683,128
OF YEAR
                                            ===========           ===========         ============


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


                 RENTRAK CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     MARCH 31, 1998, 1997 AND 1996



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

Introduction

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

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

Divestitures

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

Rentrak Japan

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

On June 16, 1994, the Company and CCC amended the agreement.  Pursuant
to this amendment, the Company receives a royalty of 1.67% for all
sales of up to $47,905,000, plus one-half of 1% (0.5%) of sales
greater than $47,905,000 in each fiscal year.  In addition, the
Company received a one-time royalty of $2 million payable $1 million
in fiscal 1995, which has been received; and $1 million no later than
March 31, 1999.  The payment of $1 million due no later than March 31,
1999 will be recognized as revenue when received.  Rentrak Japan will
receive additional territories to market PPT.  In addition, the
Company sold 34 shares of Rentrak Japan to CCC for 6,800,000 Yen
($68,068), reducing the Company's ownership in Rentrak Japan from
33-1/3% to 25%.  The term of the Agreement was extended from the year
2001 to the year 2039.

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

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.  Rentrak UK is a joint venture between the
Company, which owns 25%, Columbus Holdings Limited, which owns two-
thirds of the venture and Rentrak Japan, which owns 8.3%.  The PPT
Agreement remains in force in perpetuity, unless terminated due to
material breach of contract, liquidation of Rentrak UK or non
delivery, by the Company to Rentrak UK, of all retailer and studio
software, including all updates. Pursuant to the PPT Agreement, during
the term of the PPT Agreement, the Company will receive a royalty of
1.67% of Rentrak UK's gross revenues from any and all sources.

Basis of Consolidation

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

Subsequent to March 31, 1996, the Company approved plans to
discontinue the operations of Pro Image and BlowOut (Note 14).  At
March 31, 1997, the assets and liabilities of Pro Image have been
segregated in the consolidated financial statements. The statements of
operations for the years ended March 31, 1998, 1997 and 1996 reflect
these entities as discontinued.

Management Estimates

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

Cash and Cash Equivalents

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

Investment Securities

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

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

              Proceeds    Gross       Gross
                          Gains      Losses
                                   
1998           $519,688   $ 24,375  $(118,437)
                                              
1997            526,000    318,875           -
                                              
1996            951,394    150,288    (88,197)

When, in management's opinion, available for sales securities have
experienced an other than temporary decline, the amount of the decline
in value is charged to other income.

Unrealized losses of $230,672 and $147,421 were recorded in other
income in the March 31, 1998 and 1996 statement of operations,
respectively.  There were no unrealized gains or losses recognized in
the March 31, 1997 statement of operations.

Financial Instruments

A financial instrument is cash or a contract that imposes or conveys,
a contractual obligation or right, to deliver, or receive, cash or
another financial instrument.  The estimated fair value of all
material financial instruments, including retail financing program
notes receivable, approximated their carrying values at March 31, 1998
and 1997.

Inventory

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

Property and Equipment

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

Intangibles

The Company reviews its intangible assets for asset impairment at the
end of each quarter, or more frequently when events or changes in
circumstances indicate that the carrying amount of intangibles may not
be recoverable.  To perform that review, the Company estimates the sum
of expected future undiscounted preinterest expense net cash flows
from the operating activities.  If the estimated net cash flows are
less than the carrying amount of intangibles, the Company will
recognize an impairment loss in an amount necessary to write down
intangibles to a fair value as determined from expected discounted
future cash flows.

In connection with the acquisition of Pro Image in 1994, the Company
purchased certain intangible assets totaling $6,269,050.  These assets
included customer and dealer lists, a covenant not to compete,
franchise agreements and goodwill.  In connection with Pro Image's
acquisition of Team Spirit and then Image Makers, Inc. and Barenz-
Runia, Inc., the Company purchased goodwill totaling approximately
$4.1 million and $557,000, respectively.  Prior to March 31, 1996,
these assets were being amortized on the straight-line method over a
12-year period based on the factors influencing the acquisition
decision.  The Company believed the above useful lives were
appropriate based on the factors influencing acquisition decisions.
These factors included store location, profitability and general
industry outlook.  The Company analyzes the realizability of all costs
in excess of the fair values of net assets acquired related to
acquisitions to determine if any write-down is necessary.  Due to
events which occurred during fiscal year 1996, such as continuation of
operating losses and the decision to dispose of Pro Image (including
subsidiaries), the Company's analysis determined that intangible
assets of approximately $9,300,000 were not recoverable.  Thus, the
assets were written off to their estimated fair value of $0.  These
write-offs are reflected in losses from discontinued operations during
the fiscal year ended March 31, 1996.

Revenue Recognition

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

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

Stockholders and directors, or their families, own interests in
several stores participating in the PPT program.  The Company realized
revenues from these stores of approximately $323,000, $254,000 and
$256,000 during 1998, 1997 and 1996, 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 (Loss) 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.  In
the quarter ended December 31, 1997, the Company adopted SFAS No. 128,
"Earnings per Share," which requires retroactive application for all
periods presented.  As a result, the Company's reported earnings per
share for the years ended March 31, 1997 and 1996 were restated.

                                          Per Share         
                                          Amounts
                                              1997          1996
                                                       
Primary EPS as reported                                           
    Continuing operations                        $0.48     $(0.12)
    Discontinued operations                          -      (2.56)
                                                 -----      ------
    Net income (loss)                             0.48      (2.68)
                                                                  
Effect of SFAS No. 128                            0.04      (0.07)
                                                 -----      ------
                                                                  
Basic EPS as restated                                             
    Continuing operations                         0.52      (0.13)
    Discontinued operations                          -      (2.62)
                                                 -----      ------
    Net income (loss)                             0.52      (2.75)
                                                 =====      ======
                                                                  
Fully Diluted EPS as reported                                     
    Continuing operations                         0.45      (0.12)
    Discontinued operations                          -      (2.56)
                                                 -----      ------
    Net income (loss)                             0.45      (2.68)
                                                                  
Effect of SFAS No. 128                            0.07      (0.07)
                                                 -----      ------
                                                                  
Diluted EPS as restated                                           
    Continuing operations                         0.52      (0.13)
    Discontinued operations                          -      (2.62)
                                                 -----      ------
    Net income (loss)                            $0.52     $(2.75)
                                                 =====      ======

The weighted average number of shares of common stock and common stock
equivalents and net income used in the earnings per share calculation at March
31 were as follows:
<TABLE>
<CAPTION>


                      Fiscal Year 1998             Fiscal Year 1997              Fiscal Year 1996
                   -----------------------     ------------------------    ----------------------------
                                                                                        -
                      Basic        Diluted        Basic        Diluted           Basic         Diluted
                                                                                                 

<S>                 <C>           <C>           <C>            <C>           <C>            <C>
Weighted average                                                                                         
number                                                                                                  
of shares of        11,222,443    11,222,443    12,076,031     12,076,031      11,755,534     11,755,534
common
stock
outstanding
Dilutive effect                                                                                          
of exercise of                                                                                          
stock options                -       222,378             -         83,406               -              -
                     ----------    ----------     ---------      ---------       ---------     ----------
Weighted average                                                                                         
number of shares                                                                                        
of common stock                                                                                         
outstanding and                                                                                         
common stock        11,222,443    11,444,821    12,076,031     12,159,437      11,755,534     11,755,534
equivalents
                     ==========    ==========    ==========     ==========      ==========     ==========
                                                                                                         
Income (loss):                                                                                           
  Continuing         $4,658,466    $4,658,466    $6,283,165     $6,283,165   $ (1,485,669)  $ (1,485,669)
operations
  Discontinued                                                                                           
  operations                 -             -             -              -    (30,800,000)   (30,800,000)
                     ----------    ----------    ----------     ----------    ------------   ------------
Net income (loss)    $4,658,466    $4,658,466    $6,283,165     $6,283,165   $(32,285,669)  $(32,285,669)
                     ==========    ==========    ==========     ==========    ============   ============
                                                                                                         
Earnings (loss)                                                                                          
per share:
    Continuing                                                                                           
    operations           $0.42         $0.41         $0.52          $0.52         $(0.13)        $(0.13)
    Discontinued                                                                                         
    operations               -             -             -              -          (2.62)         (2.62)
                          -----         -----         -----          -----          ------         ------
                          $0.42         $0.41         $0.52          $0.52         $(2.75)        $(2.75)
                          =====         =====         =====          =====          ======         ======
</TABLE>
Warrants to purchase approximately 2,700,000 shares of common stock at
prices ranging from $6.58 - $7.14 per share were outstanding during
the year but were not included in the computation of diluted EPS
because the warrants' exercise price was greater than the average
market price of the common shares.  The warrants, which expire during
fiscal years 2000 through 2005 remain outstanding at March 31, 1998.

Foreign Operations

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

Advertising Expense

Advertising expense, net of cooperative advertising reimbursements,
totaled $(1,030,981), $(627,371) and $1,472,702 for the years ended
March 31, 1998, 1997 and 1996, respectively.

Statement of Cash Flows

The Company had the following transactions for the years ended March 31:
<TABLE>
<CAPTION>
                                                  1998                 1997             1996
<S>                                                <C>              <C>               <C>
                                                                                 
CASH PAID FOR:                                                                                  
  Interest                                         $   153,398      $   197,642       $  326,870
                                                                                                
  Income taxes, net of refunds                       2,790,158        (156,284)          236,545
                                                                                                
NONCASH FINANCING AND INVESTING                                                                 
ACTIVITIES:
Decrease in equity as a result of                                                               
decrease in net noncurrent assets of                                                           
discontinued operations through                             -       11,122,512                -
reduction in equity
Increase in equity as a result of                                                               
decrease in net current liabilities of                                                         
discontinued operations through                                                                
increase in equity                                          -      (3,063,649)                -
Reclassification of notes receivable-                                                           
affiliate to other assets                                   -        2,800,000                -
Reclassification of accounts receivable                                                         
to other assets and other investments               1,478,869                -                -
Reduction of warrants                                        -          496,913                -
Issuance of warrants                                 (600,000)                -                -
Tax benefit from stock option exercises              (320,455)                -                -
Acquisition of businesses through                                                               
issuance of stock                                           -                -        5,213,125
Changes in net unrealized gains (losses)                                                        
on investment securities through                                                               
adjustments to stockholders' equity                 (130,287)        (382,576)          738,255
</TABLE>

Reclassifications

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

2.  INVESTMENT SECURITIES:

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

                          Carrying         Unrealized        Unrealized           
                            Value          Gross Gain        Gross Loss      Fair Value
<S>                           <C>                <C>            <C>               <C>

As of March 31, 1998:                                                      
  Available for sale-                                                      
    Noncurrent:                                                            
      Corporate               $412,687           $113,934       $ (25,797)        $500,824
securities
                              ========           ========        =========        ========
As of March 31, 1997:                                                                     
  Available for sale-                                                                     
    Noncurrent:                                                                           
      Corporate               $480,672           $524,934       $(226,656)        $778,950
securities
                              ========           ========        =========        ========
</TABLE>

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

3.  PROPERTY AND EQUIPMENT:

Property and equipment, at cost, consists of:

                            March 31,
                            ------------------------
                                         1998                       1997
                                                                           
Furniture and fixtures               $ 5,525,374                $ 4,782,463
Machinery and equipment                  145,334                    403,177
Leasehold improvements                 1,569,436                  1,546,104
                                     -----------                -----------
                                       7,240,144                  6,731,744
Less- Accumulated                    (5,329,827)                (4,725,188)
depreciation
                                     -----------                -----------
                                     $ 1,910,317                $ 2,006,556
                                     ===========                ===========

4.  RETAILER FINANCING PROGRAM:

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

The Board of Directors has authorized the Company to make retailer
loans and or investments such that the total amount of outstanding
loans and investments is $18,000,000 or less.  As of March 31, 1998,
the Company has invested or made oral or written commitments to loan
to or invest approximately $14,200,000 in various video retailers.
The amounts outstanding under this program individually range from
$2,000,000 to $4,900,000.  The investments are stated on the balance
sheet at their fair market value in accordance with SFAS 115.  The
notes, which have payment terms that vary according to the individual
loan agreements, are due from 1999 through 2007.  Interest rates on
the various loans range from 5% - 12%.  Due to the nature of these
loans, interest income is not recognized until received.

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

As of March 31, 1998, the Company has approximately $14,200,000 in
loans and investments outstanding under the program and reserves of
approximately $9,400,000.  At March 31, 1997, the Company had invested
or loaned approximately $13,100,000 under the program and had provided
reserves of approximately $10,300,000.

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

                            1998          1997
                                    
Beginning balance       $10,340,375   $ 6,032,551
Additions to reserve      1,982,591     4,307,824
Write-offs              (2,450,521)             -
Recoveries                (518,450)             -
                        -----------    ----------
Ending balance          $ 9,353,995   $10,340,375
                        ===========   ===========

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

5.  LINE OF CREDIT:

The Company has an agreement for a line of credit with a financial
institution in an amount not to exceed the lesser of $12,500,000 or
the sum of (a) 80% of the net amount of eligible accounts receivable
as defined in the agreement.  The line of credit expires on December
18, 1999.

Interest is payable monthly at the bank's prime rate (8.5% at
March 31, 1998). The line is secured by substantially all of the
Company's assets.  The terms of the agreement require, among other
things, a minimum amount of tangible net worth, minimum current ratio
and minimum total liabilities to tangible net worth.  The agreement
also restricts the amount of net losses, loans and indebtedness and
limits the payment of dividends on the Company's stock.  The Company
is in compliance with these as of March 31, 1998.  At March 31, 1998
and 1997, the Company had $6,000,000 and $5,000,000 respectively,
outstanding under this agreement.

6.  INCOME TAXES:

The provision (benefit) for income taxes from continuing operations is
as follows for the years ended March 31:


                                    1998            1997            1996
Current tax provision:                                       
  Federal                          $1,689,658     $3,113,822      $ 1,663,070
  Foreign                           1,500,000              -                -
  State                               232,133        633,637          324,606
                                   ----------     ----------      -----------
                                    3,421,791      3,747,459        1,987,676
                                                                             
Deferred tax provision              (222,759)        202,544      (2,582,468)
(benefit)
                                   ----------     ----------      -----------
Income tax provision               $3,199,032     $3,950,003     $  (594,792)
(benefit)
                                   ==========     ==========      ===========

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

                                         1998         1997        1996
                                                              
Provision (benefit) computed at       $2,688,549  $3,479,277   $(707,357)
statutory rates
State taxes, net of federal benefit      117,464     418,200    (214,240)
Amortization of warrants                 235,834     167,450      236,058
Utilization of foreign tax credit      (110,000)   (540,000)    (100,000)
Other                                    267,185     425,076      190,747
                                      ----------  ----------    ---------
                                      $3,199,032  $3,950,003   $(594,792)
                                      ==========  ==========    =========

Deferred tax assets from continuing operations are comprised
of the following components at March 31, 1998 and 1997:

                                             1998             1997
Deferred tax assets:                                    
  Current-                                              
    Allowance for doubtful accounts          $  222,924     $  155,539
    Retailer-related accruals                   419,026      1,147,610
    Foreign tax credit                          500,000              -
    Other                                        76,000         61,915
                                             ----------     ----------
Total current deferred tax assets             1,217,950      1,365,064
                                             ----------     ----------
  Noncurrent-                                                         
    Depreciation                                431,385        389,670
    Retailer financing program                1,689,421      2,595,126
reserve
    Program supplier reserves                   714,056        665,252
    Unrealized (gain) loss on                   110,184       (57,326)
investments
    Foreign tax credit                        1,000,000              -
    Other                                       142,246         44,841
                                             ----------     ----------
Total noncurrent deferred tax                 4,087,292      3,637,563
assets
                                             ----------     ----------
Total deferred tax assets                    $5,305,242     $5,002,627
                                             ==========     ==========

7.  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
500,000. 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
550,000.  The plans are administered by the Stock Option Committee of
the Board who determines the terms and conditions of options issued
under the plans. Options granted to date under the plans are
exercisable over four to five years and expire ten years after date of
grant.  As of March 31, 1998, the Company has 215,028 and 269,286
options available to be granted under the 1997 Non-Officer Employee
Stock Option Plan and 1997 Equity Participation Plan, respectively.

Options are granted under the Directors' Stock Option Plan, which is
administered by the Board of Directors, at an exercise price equal to
fair market value as of the date of grant. Options under the
Directors' Stock Option Plan are generally exercisable over one to
five years and expire five years after date of grant.  As of March 31,
1998, the Company has 36,600 options available to be granted under the
Directors' Stock Option Plan.

The Company has elected to account for its stock-based compensation
plans in accordance with APB No. 25, under which no compensation
expense has been recognized.  The Company has computed for pro forma
disclosure purposes the value of all options granted during fiscal
years 1998, 1997 and 1996, using the Black-Scholes option pricing
model as prescribed by SFAS No. 123 and the following assumptions:

                              1998          1997          1996
                                                         
                                                         
Risk-free interest     5.56 - 7.17%  5.12 - 5.29%  5.02 - 5.86%
rate
Expected dividend           0%            0%            0%
yield
Expected lives         5 - 10 years    4.6 - 10    5 - 10 years
                                         years
Expected volatility       48.53%        58.90%        58.86%

Adjustments were made for options forfeited prior to vesting.  Had
compensation expense for these plans been determined in accordance
with SFAS No. 123, the Company's net income (loss) and earnings (loss)
per share reflected on the March 31, 1998, 1997 and 1996 statements of
operations would have been the following unaudited pro forma amounts:

                                     1998           1997            1996
Net income (loss)                                                           
  As reported                      $4,658,466     $6,283,165   $(32,285,669)
  Pro forma                         3,873,988      5,784,529    (32,645,669)
                                                                            
Diluted earnings (loss) per                                                 
share
  As reported                            $.41           $.52         $(2.68)
  Pro forma                               .34            .48          (2.72)

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

The table below summarizes the plans' activity:

                                     Options Outstanding
                                  -------------------------
                                   Number     Weighted Average
                                     of        Exercise Price
                                   Shares
                                                               
Balance at March 31, 1995           2,723,168             $5.41
                                                               
Granted:                                                       
  Option price = fair market           55,000              6.06
value
  Option price > fair market          358,580              5.28
value
  Option price < fair market          462,677              4.92
value
Issued                               (47,270)              2.02
Canceled                            (459,547)              6.67
                                    ---------             -----
Balance at March 31, 1996           3,092,608              5.20
                                                               
Granted:                                                       
  Option price = fair market           25,000              5.00
value
  Option price > fair market           78,204              5.10
value
Issued                               (35,025)              1.56
Adjustment for spin-off               222,408                  
Canceled                            (427,072)              6.04
                                    ---------             -----
Balance at March 31, 1997           2,956,123              4.72
                                                               
Granted:                                                       
  Option price = fair market          549,174              4.11
value
  Option price > fair market           45,714              4.98
value
  Option price < fair market           10,000              2.94
value
Issued                              (221,914)              4.14
Canceled                            (513,772)              4.89
                                    ---------             -----
Balance at March 31, 1998           2,825,325             $4.60
                                    =========             =====

The weighted average fair value of options granted during the
years ended March 31, 1998, 1997 and 1996 was $4.15, $3.42
and $3.32, respectively.

The following table summarizes information about stock options
outstanding at March 31, 1998:
<TABLE>
<CAPTION>
                           Options Outstanding                 Options Exercisable
                    ----------------------------------        ---------------------
                                Weighted                                       
                Outstanding      Average       Weighted    Exercisable     Weighted
   Range of        as of        Remaining      Average        as of         Average
   Exercise      March 31,     Contractual     Exercise     March 31,      Exercise
      Prices         1998           Life         Price          1998         Price

  <C>              <C>                  <C>         <C>       <C>               <C>
                                                                               
  $1.00 - $2.59       80,323            1.5         $1.396       80,323         $1.396
   2.60 -  6.49    2,722,827            6.4          4.667    1,467,984          4.780
   6.50 -  9.78       22,175            5.8          8.379       12,175          7.229
                   ---------                                  ---------               
   1.00 -  9.78    2,825,325            6.3          4.603    1,560,482          4.625
                   =========                                  =========               
</TABLE>

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

In August 1992, the Company entered into an agreement with a service
supplier to use and sublease certain software on the PPT system.  As
part of the agreement, the Company paid a licensing fee of $188,000,
sold 251,889 shares of common stock for $7.00 per share ($1,763,223),
which approximated market value at date of transaction, and granted a
warrant to purchase 251,889 shares of common stock at an exercise
price of $9.50 per share, which exceeded market value at the date of
grant, through August 1997.  In November 1996, the Company adjusted
the number of shares of common stock under the warrant to 273,022 and
decreased the price to $8.765.  This adjustment was done in connection
with the distribution of the common stock of BlowOut in November 1996
(Note 14).  The adjustment was done pursuant to the supplier's
agreement which requires the Company to adjust the warrant if a
distribution of the Company's assets occurs. The licensing fee was
capitalized in other assets and was being amortized over five years,
the life of the licensing agreement.  In fiscal year 1995, the asset
was written down to zero as the agreement was terminated.  The
warrants expired unexercised during fiscal year 1998.

In September 1992, the Company agreed to issue warrants to buy up to
1,000,000 shares of the Company's common stock at an exercise price of
$7.14 per share, which approximated market value at date of grant.
The warrants were issued  in connection with entering into a long-term
licensing agreement with a program supplier.  At March 31, 1997, all
warrants had been issued. In November 1996, the Company adjusted the
number of shares of common stock under the warrant to 1,083,900 and
decreased the price to $6.587.  This adjustment was done in connection
with the distribution of the common stock of BlowOut in November 1996
(Note 14).  The adjustment was done pursuant to the supplier's
agreement which requires the Company to adjust the warrant if a
distribution of the Company's assets occurs.  During fiscal year 1998,
the warrants were canceled.  The consideration of $250,000 which was
paid by the Company for the cancellation of these warrants and the
warrant for 459,303 shares of the Company's common stock as noted
below was charged to stockholders' equity.

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

As a result of the July 1994 agreement discussed above, the Company
issued warrants to acquire 423,750 shares of the Company's common
stock to another program supplier under a "favored nations" clause in
the contract with that program supplier.  These warrants were also
issued at an exercise price of $7.13 per share, which approximated
market value at date of grant. In November 1996, the Company adjusted
the number of shares of common stock under the warrant to 459,303 and
decreased the price to $6.578.  This adjustment was done in connection
with the distribution of the common stock of BlowOut in November 1996
(Note 14).  The adjustment was done pursuant to the supplier's
agreement which requires the Company to adjust the warrant if a
distribution of the Company's assets occurs.  During fiscal year 1998,
the warrants were cancelled.

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.

All warrants which the Company agreed to issue in 1995 and 1998 have
been valued by an outside valuation firm using standard warrant
valuation models.  The value of the warrants of $4,133,977 has been
recorded in the equity section and will be amortized over the
associated periods to be benefited by each group of warrants.  For
1998, 1997 and 1996, expense associated with the warrants was
$620,616, $492,503 and $674,289, respectively.

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

8.  ACQUISITIONS:

Entertainment One, Inc. Acquisition

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

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

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

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

Supercenter Entertainment Corporation Acquisition

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

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

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

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

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

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

                                           March 31, 1996
                                          
Revenue from discontinued operations          $ 61,047,768
Net loss from discontinued operations         (18,984,378)
Net loss per share from discontinued                (1.53)
operations
                                                          

9.  COMMITMENTS:

Leases

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

Year Ending March  
       31,
                   
       1999         $ 1,893,844
       2000           1,855,385
       2001           1,806,948
       2002           1,859,269
       2003           1,914,460
     2004 and         5,833,629
    thereafter
                    -----------
                    $15,163,535
                    ===========

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 $2,111,482,
$1,477,651 and $1,319,271 for the years ended March 31, 1998, 1997 and
1996, 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, 1998, the
Company has recorded approximately $1,200,000 for potential losses
under such guarantee arrangements.

The Company has guaranteed BlowOut's liabilities to certain vendors
for video tape purchases and for equipment purchases at BlowOut
stores.  At March 31, 1998, the amount owed by BlowOut for these
purchases was approximately $.2 million.

The Company is the principal creditor of BlowOut.  The Company has
agreed to guarantee up to $7 million of indebtedness of BlowOut
(Guarantee).  The obligations under this Guarantee are comprised of
the following:

a.   BlowOut has a credit facility (the Credit Facility) in an
     aggregate principal amount of $2 million for a five-year term.
     Amounts outstanding under the Credit Facility bear interest at a
     fixed rate per annum equal to 14.525 percent.  Pursuant to the
     terms of the Guarantee, the Company agreed to guarantee any
     amounts outstanding under the Credit Facility until the lender is
     satisfied, in its sole discretion, that BlowOut's financial
     condition is sufficient to justify the release of the Company's
     guarantee.  As of March 31, 1998, BlowOut had borrowed
     approximately $1.6 million under the Credit Facility.

b.   BlowOut also has a revolving line of credit (Line of Credit) in a
     maximum principal amount at one time outstanding of $5 million.
     Under the Line of Credit, BlowOut may only draw up to 80 percent
     of the Orderly Liquidation Valued (as defined in the Line of
     Credit) of eligible new and used Cassette inventory.  Advances
     under the Line of Credit bear interest at a floating rate per
     annum equal to the Bank of America Referenced Rate plus 2.75
     percent (11.25 percent as of March 31, 1998).  The term of the
     Line of Credit is three years.  The Company has agreed, pursuant
     to an Unconditional Repurchase Agreement, to purchase  under
     certain circumstances in the event of default under the Line of
     Credit, BlowOut's cassette inventory at specified amounts up to a
     principal amount of $5 million. In February, 1998, the Company
     entered into an agreement with BlowOut and CCC (the "Tri-Party
     Agreement") under which BlowOut has agreed not to draw down in
     excess of $4.0 million under this Line of Credit. As of March 31,
     1998, BlowOut had borrowed approximately $3.2 million under the
     Line of Credit.

During the term of the Rentrak Guarantee, and/or so long as any
guarantee is thereunder outstanding, BlowOut has agreed to pay the
Company a weekly fee at a rate equal to .02% per week of then-
currently outstanding indebtedness subject to the Rentrak Guarantee.

In fiscal year 1997, BlowOut executed a $3.0 million note in favor of
the Company which accrues interest at 9% per annum. As part of the Tri-
Party agreement the Company agreed to defer principal and interest
payments on this note by BlowOut until December 31, 2004 during which
deferment period no interest accrues.  The Company also agreed to the
forgiveness of all or a portion of the $3.0 million note as BlowOut is
able to lower the Company's contingent obligations under its
guarantees.  At March 31, 1998, the total outstanding balance of the
debt under such note, including accrued interest, was $2.8 million.

As discussed in Note 14, the Company believes it has provided adequate
reserves related to its BlowOut exposures.

10.  CONTINGENCIES:

On November 21, 1997, Merle Harmon, individually and as assignee for
Merle Harmon Enterprises and Fan Fair Corporation, sued the Company
and two of its officers in relation to the Company's failed attempt to
negotiate the purchase of Merle Harmon Enterprises and Fan Fair
Corporation.  The case is pending in the U.S. District Court for the
Eastern District of Wisconsin.  Plaintiff alleges breach of contract,
fraud, misrepresentation, and violations of RICO (the Racketeer
Influenced and Corrupt Organizations Act of 1970), and also asserts
claims based on a promissory estoppel theory.  The Company believes
that all of the Plaintiff's claims are without merit and has recently
filed a motion to dismiss all claims.  The Company intends to continue
to vigorously defend itself and its officers against the suit.

In April 1998, the Company filed a complaint (the Complaint) against
Hollywood Entertainment, Inc. (Hollywood), entitled Rentrak
corporation v. Hollywood Entertainment et al., case No. 98-04-02811,
in the Circuit Court of the State of Oregon for the County of
Multnomah, Portland, Oregon.  In the Complaint, the Company alleges
that Hollywood breached and is continuing to breach its contractual
obligation to acquire all of its leased videocassettes exclusively
from the Company.  The Company also alleges that Hollywood breached
its contractual obligation to fully and accurately report all sales of
the Company's videocassettes and to pay the appropriate fees to the
Company in connection with such sales.  The Company is seeking
monetary and injunctive relief for Hollywood's alleged violations of
the exclusivity obligation, and monetary relief for Hollywood's
alleged reporting and payment violations.  As of the date hereof,
Hollywood has not filed an answer to the Complaint.  Therefore,
although the Company expects Hollywood to assert one or more
counterclaims, the Company cannot presently described the nature of
any such counterclaims, assess their merit or determine whether they
may have a material adverse effect on the Company.

In June 1998, Video Update, Inc. (Video Update) filed a complaint (the
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 Complaint alleges that the
Company's efforts to expand its presence in the videocassette
distribution business violate several federal antitrust statutes.
Specifically, Video Update alleges that the Company's negotiation and
execution of exclusive, long-term revenue-sharing agreements with
various video retailers constitutes predatory or anticompetitive
conduct that violates Section 2 of the Sherman Act.  Video Update
further alleges that the same conduct, together with the Company's
negotiation and execution of an exclusive, long-term revenue-sharing
agreement with Video Update, violates Section 1 of the Sherman Act and
Section 3 of the Clayton Act.  Video Update is seeking unspecified
monetary relief, including treble damages and attorneys' fees, and
equitable relief, including an injunction prohibiting the Company from
enforcing its agreement with Video Update or any exclusivity provision
against videocassette suppliers and video retailers.  The Company
intends to vigorously defend against the allegations in the Complaint,
which the Company currently believes are without merit.

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

11.  RENTRAK JAPAN:

As is discussed in Note 1, the Company reduced its one-fourth interest
in Rentrak Japan to 10% in August 1996. Summarized financial data for
the joint venture for the year in which the Company accounted for the
investment on the equity method, after translation to U.S. currency,
is as follows:

                                  March 31,
                                       1996
                               
Net sales                         $115,912,094
Cost of sales                       77,291,283
Net income                           2,920,047

Prior to August 1996, the Company accounted for its investment in
Rentrak Japan on the equity method.  However, no income was recognized
by the Company during 1996 and 1997 as the Company's share of Rentrak
Japan's income did not exceed the Company's share of cumulative
losses.

12.  EMPLOYEE BENEFIT PLANS:

At January 1, 1991, the Company established an employee benefit plan
(the 401(k) Plan) pursuant to Section 401(k) of the Internal Revenue
Code for certain qualified employees.  Contributions made to the
401(k) Plan are based on percentages of employees' salaries.  The
amount of the Company's contribution is at the discretion of Board of
Directors.  Contributions under the 401(k) Plan for the years ended
March 31, 1998, 1997 and 1996 were $68,120, $57,743 and $40,436,
respectively.

The Company has an Employee Stock Purchase Plan (the Plan).  The Board
of Directors has reserved 200,000 shares of the Company's common stock
for issuance under the Plan, of which 151,275 shares remain authorized
and available for sale to employees.

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

Under the Plan, employees purchased 5,351 shares for aggregate
proceeds of $20,993, 8,685 shares for aggregate proceeds of $36,520,
and 5,059 shares for aggregate proceeds of $28,781 in 1998, 1997 and
1996, respectively.

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

                                          1998             1997             1996
<S>                                   <C>              <C>               <C>
Net sales (1):                                                      
  PPT                                 $113,748,857     $106,038,728      $108,279,012
  Other                                 10,611,861       10,536,922         5,396,884
                                      ------------     ------------      ------------
                                      $124,360,718     $116,575,650      $113,675,896
                                      ============     ============      ============
Income (loss) from operations:                                                       
  PPT                                 $  4,850,227     $  3,573,932     $ (2,574,745)
  Other                                  2,354,890        5,660,168         (186,387)
                                      ------------     ------------      ------------
                                      $  7,205,117     $  9,234,100     $ (2,761,132)
                                      ============     ============      ============
Identifiable assets (1):                                                             
  PPT                                 $ 49,879,817     $ 42,163,519      $ 77,784,888
  Other                                  3,540,549        3,067,669         2,380,608
                                      ------------     ------------      ------------
                                      $ 53,420,366     $ 45,231,188      $ 80,165,496
                                      ============     ============      ============
Depreciation and amortization:                                                       
  PPT                                 $    504,586     $    909,159      $  2,326,861
  Other                                    162,504          165,959           208,421
                                      ------------     ------------      ------------
                                      $    667,090     $  1,075,118      $  2,535,282
                                      ============     ============      ============
Capital Expenditures:                                                                
  PPT                                 $    284,401     $  1,212,122      $    640,821
  Other                                    223,997          242,269            11,679
                                      ------------     ------------      ------------
                                      $    508,398     $  1,454,391      $    652,500
                                      ============     ============      ============
Business Segments - Discontinued Operations

                                             1998               1997                1996
Net sales:                                                                
  Sports apparel                             $       -          $       -          $ 39,131,760
  Retail video                                       -                  -            17,466,804
                                          ------------       ------------          ------------
                                             $       -          $       -          $ 56,598,564
                                          ============       ============          ============
Income (loss) from discontinued                                                                
  operations:
    Sports apparel                           $       -          $       -         $ (4,576,815)
    Retail video                                     -                  -           (6,568,656)
                                          ------------       ------------          ------------
                                             $       -          $       -         $(11,145,471)
                                          ============       ============          ============
Depreciation:                                                                                  
  Sports apparel                             $       -          $       -          $    968,180
  Retail Video                                       -                  -             3,051,476
                                          ------------       ------------          ------------
                                             $       -          $       -          $  4,019,656
                                          ============       ============          ============
Amortization:                                                                                  
  Sports apparel                             $       -          $       -          $ 10,195,094
  Retail video                                       -                  -               504,500
                                          ------------       ------------          ------------
                                             $       -          $       -          $ 10,699,594
                                          ============       ============          ============
Capital Expenditures, net of                                                                   
acquisitions:
  Sports apparel                             $       -          $       -          $  1,774,507
  Retail video                                       -                  -             7,716,315
                                          ------------       ------------          ------------
                                             $       -          $       -          $  9,490,822
                                          ============       ============          ============

(1)Total amounts differ from those reported on the consolidated
   financial statements as intercompany transactions and investments
   in subsidiaries are not eliminated for segment reporting purposes.
</TABLE>

The Company has one program supplier that supplied product that
generated 48%, a second that generated 17%, and a third that generated
15% of the Company's revenues for the year ended March 31, 1998.  The
Company has one program supplier that supplied product that generated
43%, a second that generated 23%, and a third that generated 15% of
the Company's revenues for the year ended March 31, 1997.  The Company
has one program supplier that supplied product that generated 39%, a
second that generated 21%, and a third that generated 15% of the
Company's revenues for the year ended March 31, 1996. There were no
other program suppliers who provided product accounting for more than
10% of sales for the years ended March 31, 1998, 1997 and 1996.

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

One customer accounted for 11%, 13% and 10% of the Company's revenues
in 1998, 1997 and 1996, respectively.

14.  DISCONTINUED OPERATIONS:

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

Pro Image is accounted for as discontinued operations and,
accordingly, its operations are segregated in the accompanying
statement of operations.  Pro Image incurred losses from operations,
net of income tax benefit, of approximately $1.9 million and $12.7
million (including a write-off of intangible assets of $9.3 million
(Note 1)) for the years ended February 28, 1997 and February 29, 1996,
respectively.  These amounts were included in loss on disposal and
loss from operations of discontinued subsidiaries in the March 31,
1996 accompanying statement of operations.  The Company also accrued
at March 31, 1996 other costs of approximately $6.7 million associated
with the disposition such as professional fees and a write-down of the
assets to their estimated realizable value.  A deferred tax asset
related to these costs of approximately $3.4 million was also recorded
with a valuation allowance reserve against the entire asset.  These
other costs and write-down costs are included in loss on disposal of
subsidiaries in the accompanying statement of operations for the
fiscal year ended March 31, 1996.

Net current liabilities of Pro Image at March 31, 1998 and 1997 of
approximately $0 and $.2 million represent accrued liabilities
remaining to be paid.

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

BlowOut is accounted for as discontinued operations and, accordingly,
its operations are segregated in the March 31, 1996 accompanying
statement of operations.  BlowOut incurred losses from operations, net
of income tax benefit, of approximately $4.0 million and $6.0 million
for the period ended November 26, 1996 and for the year ended
March 31, 1996, respectively.  These amounts are included in loss from
discontinued operations and loss on disposal of discontinued
subsidiaries in the March 31, 1996, accompanying statement of
operations.  The Company also accrued at March 31, 1996, professional
fees of approximately $.6 million associated with the disposition.  A
deferred tax asset related to these costs of approximately $1.2
million was also recorded with a valuation allowance reserve against
the entire asset.  These fees and valuation allowances are included in
loss on disposal of subsidiaries in the accompanying statement of
operations.

During the year ended March 31, 1997, the Company provided for
additional losses related to the spinoff of BlowOut, net of tax
benefit of $.7 million, in the amount of approximately $7.5 million.
A deferred tax asset related to these costs of approximately $3.2
million was also recorded with a valuation allowance reserve against
the entire asset.  The additional losses relate to contingencies which
are not settled.  These additional losses were offset by an adjustment
to the estimated loss on disposal of Pro Image.  Due to higher than
anticipated sales proceeds from the sale of the Pro Image stores and
franchise and recognition of previously reserved deferred tax assets
of approximately $4.0 million, the Company recorded a gain of
approximately $7.5 million.  Therefore, there was no net impact on the
March 31, 1997 statement of operations of these adjustments to gain or
loss on disposal of discontinued operations.

Net current liabilities of discontinued operations at March 31, 1998
include approximately $4.6 million relating to BlowOut for amounts
reserved for contingencies not yet settled as of March 31, 1998.  A
deferred tax asset related to these costs of approximately $1.7
million was also recorded with a valuation allowance reserve against
the entire asset.

Revenues from such operations for the periods ended March 31, were as
follows:

                      1997          1996
                              
Pro Image         $24,071,011    $39,131,760
BlowOut            20,451,070     17,466,804

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

<TABLE>
<CAPTION>
                                        
   Rentrak Corporation
Valuation and Qualifying Accounts
       Schedule II



                             Balance at      Charged to       Charged                         Balance
                              Beginning       Cost and        to Other        Recoveries     at End of
Year ended:                   of Period       Expenses        Accounts       (Deductions)      Period
<S>                             <C>            <C>             <C>               <C>          <C>

Allowance for doubtful
     accounts
      March 31, 1996               642,580     (2,327,028)       (332,692)1      2,645,035       627,895
      March 31, 1997               627,895     (3,564,065)        (95,000)       3,440,483       409,313
      March 31, 1998               409,313     (4,655,356)              -        4,832,684       586,641

Advances to program
     suppliers reserve
      March 31, 1996               572,300      1,345,406               -                -     1,917,706
      March 31, 1997             1,917,706       (149,192)              -                -     1,768,514
      March 31, 1998             1,768,514        110,581        (696,338)3              -     1,182,757

Inventory reserve
      March 31, 1996               336,046              -        (336,046)1              -             0
      March 31, 1997                     0              -               -                -             0
      March 31, 1998                     0              -               -                -             0

Other Current Assets -
     Retailer Financing
      Program reserve
      March 31, 1996               267,938        846,582               -                -     1,114,520
      March 31, 1997             1,114,520              -      (1,114,520)2              -             0
      March 31, 1998                     0              -               -                -             0

Other Assets -
     Retailer Financing
      Program reserve
      March 31, 1996             2,974,912      1,943,119               -                -     4,918,031
      March 31, 1997             4,918,031       (771,973)      5,164,396 1,2     1,029,921   10,340,375
      March 31, 1998            10,340,375              -        (467,930)3       (518,450)    9,353,995



1 - Transfered from (to) discontinued operations.
2 - Reclassified from Other Current Assets to Other Assets.
3 - Eliminated against Other Assets
</TABLE>

    
                              PART III
    
    
    ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
    REGISTRANT
    
        Pursuant to General Instruction G(3) to Form 10-K,
    the information called for by this item 10 is
    incorporated by reference from the Company's definitive
    Proxy Statement for its 1998 Annual Meeting of
    Shareholders to be filed with the Securities and
    Exchange Commission pursuant to Regulation 14A under the
    Securities Exchange Act of 1934, as amended.  See
    "Election of Directors" and "Executive Officers".
    
    
    
    ITEM 11. EXECUTIVE COMPENSATION
    
        Pursuant to General Instruction G(3) to Form 10-K,
    the information called for by this item 11 is
    incorporated by reference from the Company's definitive
    Proxy Statement for its 1998 Annual Meeting of
    Shareholders to be filed with the Securities and
    Exchange Commission pursuant to Regulation 14A under the
    Securities Exchange Act of 1934, as amended.  See
    "Executive Compensation.
    
    
    
    ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
    OWNERS            AND MANAGEMENT
    
        Pursuant to General Instruction G(3) to Form 10-K,
    the information called for by this item 12 is
    incorporated by reference from the Company's definitive
    Proxy Statement for its 1998 Annual Meeting of
    Shareholders to be filed with the Securities and
    Exchange Commission pursuant to Regulation 14A under the
    Securities Exchange Act of 1934, as amended.  See
    "Security Ownership of Certain Beneficial Owners and
    Directors".
    
    
    
    ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
        Pursuant to General Instruction G(3) to Form 10-K,
    the information called for by this item 13 is
    incorporated by reference from the Company's definitive
    Proxy Statement for its 1998 Annual Meeting of
    Shareholders to be filed with the Securities and
    Exchange Commission pursuant to Regulation 14A under the
    Securities Exchange Act of 1934, as amended.  See
    "Compensation Committee Interlocks And Insider
    Participation" and Certain Relationships And
    Transactions".
    
    
                              PART IV
    
    ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND
    REPORTS ON FORM 8-K
    
    (a)(1)   Financial Statements
    
        The following documents are filed as part of the
    Report:
    
                  Consolidated Financial Statements:  The
              Consolidated Financial Statements of the
              Company are included in Item 8 of this Report:
    
             Report of Independent Public
              Accountants
    
             Consolidated Balance Sheets as of March 31,
    1998
               and 1997
    
             Consolidated Statements of Operations for
    Years
               Ended March 31, 1998, 1997 and
               1996
    
             Consolidated Statements of Stockholders'
    Equity
               for Years Ended March 31, 1998,
               1997 and 1996
    
             Consolidated Statements of Cash Flows for
    Years               Ended March 31, 1998, 1997, and 1996
    
             Notes to Consolidated Financial Statements
    
    (a)(2)   Financial Statement Schedules
    
                  Consolidated Financial Statement
              Schedules:  The following consolidated
              financial statement schedule has been included
              in Item 8 of this Report:
    
             Schedule II - Valuation and Qualifying
    Accounts
    
         Schedules not included have been omitted because
         they are not applicable or the required information
         is shown in the financial statements or notes
         thereto.
    
    (a)(3)   Exhibits:  The exhibits required to be filed
         pursuant to Item 601 of Regulation S-K are set
         forth in the Exhibit Index.
    
    (b)  Form 8-K Reports.  During the fourth quarter of
         fiscal 1998, the Company filed no reports on Form 8-
         K.
    
    (c)  Exhibits (See Exhibit Index)

    1.   A shareholder may obtain a copy of any exhibit
    included in this Report upon payment of a fee to cover
    the reasonable expenses of furnishing such exhibits by
    written request to F. Kim Cox, Executive Vice
    President/Chief Financial Officer, or Carolyn Pihl,
    Chief Accounting Officer, Rentrak Corporation, PO Box
    18888, Portland, Oregon 97218
    
                             SIGNATURES
    
        Pursuant to the requirements of Section 13 or 15(d)
    of the Securities Exchange Act of 1934, the Registrant
    has duly caused this report to be signed on its behalf
    by the undersigned, thereunto duly authorized.
    
    RENTRAK CORPORATION
    
    By      /S/ Ron Berger
            Ron Berger, President
    
    Date   June  25, 1998
    
        Pursuant to the requirements of the Securities
    Exchange Act of 1934, this report has been signed below
    by the following persons on behalf of the Registrant and
    in the capacities and the dates indicated.
    
    Principal Executive Officer:
    By /S/ Ron Berger                      June 25, 1998
       Ron Berger, President/CEO
    
    Principal Financial Officer:
    By /S/ F. Kim Cox                       June 25, 1998
       F. Kim Cox, Executive Vice President/
       Chief Financial Officer
    
    Principal Accounting Officer:
    By /S/ Carolyn Pihl                     June 25, 1998
       Carolyn A. Pihl,
       Chief Accounting Officer
    
    Majority of Board of Directors:
    
    By /S/ Pradeep Batra                   June 25, 1998
         Pradeep Batra, Director
    
    By /S/ Skipper Baumgarten              June 25, 1998
       Skipper Baumgarten, Director
    
    By /S/ Ron Berger                      June 25, 1998
       Ron Berger, Chairman
    
    By /S/ Peter Dal Bianco                June 25, 1998
       Peter Dal Bianco, Director
    
    By /S/ Herbert M. Fischer              June 25, 1998
       Herbert M. Fischer, Director
    
    By /S/ James P. Jimirro                June 25, 1998
       James P. Jimirro, Director
    
    By /S/ Bill LeVine                     June 25, 1998
       Bill LeVine, Director
    
    By /S/ Muneaki Masuda                  June 25, 1998
       Muneaki Masuda, Director
    
    By /S/ Stephen Roberts                 June 25, 1998
       Stephen Roberts, Director
    
    
                           EXHIBIT INDEX
    
      The following exhibits are filed herewith or, if
    followed by a number in parentheses, are incorporated
    herein by reference from the corresponding exhibit filed
    in the report or registration statement identified in
    the footnotes following this index:
    
Exhibit Number  Exhibit                                      Page
3.1             Amended and Restated Articles of             
                Incorporation and amendments thereto         
                (1)
                
3.2             1995 Restated Bylaws, as amended to          
                date (6)                                     
                
4.1             Articles of Incorporation, as amended        
                to date (incorporated by reference to        
                Exhibit 3.1)
                
4.2             Articles II and V of the 1995 Restated       
                Bylaws (incorporated by reference to         
                Exhibit 3.2)
                
10.1*           1986 Second Amended and Restated Stock       
                Option Plan and Forms of Stock Options       
                Agreements (8)
                
10.4*           Stock Option Agreement with Ron Berger,      
                dated April 18, 1990 (2)                     
                
10.5*           Stock Option Agreement with Ron Berger,      59
                dated April 18, 1995                         
                
10.6*           Employment Agreement with Amir Yazdani       67
                dated December 20, 1995.                     
                
10.7*           Amended and Restated Employment              
                Agreement with Ron Berger dated              
                November 27, 1995 (16)
                
10.8*           Employment Agreement with F. Kim Cox         
                dated April 20, 1995 (10)                    
                
10.9*           Employment Agreement with Ed Barnick         
                dated January 1, 1996 (24)                   
                
10.10*          Rentrak Corporation Amended and              
                Restated Directors Stock Option Plan         
                (3)
                
10.11*          Rentrak's 401-K Plan (4)                     
                                                             
10.13*          Amended and Restated 1992 Employee           
                Stock Purchase Plan of Rentrak               
                Corporation (9)
                
10.17           Joint Development Agreement with CCC         
                dated August 6, 1993 (5)                     
                
10.18           Business Loan Agreement with Silicon         
                Valley Bank dated October 12, 1993 (7)       
                
10.19           Business Loan Modification Agreement         
                with Silicon Valley Bank dated June 6,       
                1994 (7)
                
10.21           Second Amendment to Business                 
                Cooperation Agreement  between Rentrak       
                Corporation, Culture Convenience Club
                Co., Ltd., and Rentrak Japan dated June
                16, 1994 (7)
                
10.23           Business Loan Modification Agreement         
                with Silicon Valley Bank dated May 17,       
                1996 (11)
                
10.25*          Employment Agreement with Carolyn Pihl       
                dated May 6, 1996 (25)                       
                
10.26           Guarantee Agreement dated as of June         
                26, 1996 between Rentrak Corporation         
                and BlowOut Entertainment, Inc. (13)
                
10.27           Reorganization and Distribution              
                Agreement between Rentrak Corporation        
                and BlowOut Entertainment, Inc., dated
                as of November 11, 1996 (12)
                
10.28           Asset Purchase Agreement by and among        
                Pro Image Inc., PI Acquisition, L.C.         
                and Rentrak Corporation dated December
                6, 1996 (14)
                
10.29           Business Loan Modification Agreement         
                with Silicon Valley Bank dated December      
                27, 1996 (26)
                
10.30           Business Loan Modification Agreement         79
                with Silicon Valley Bank dated December      
                29, 1997
                
10.31*          The 1997 Non-Officer Employee Stock          
                Option Plan of Rentrak Corporation (15)      
                
10.32*          Employment Agreement of Marty Graham         
                dated May 17, 1997 (17)                      
                
10.33*          Employment Agreement of Michael              
                Lightbourne dated July 10, 1997 (18)         
                
10.34*          Employment Agreement of Christopher          
                Roberts dated October 27, 1997 (19)          
                
10.35*          Employment Agreement of Ron Berger           85
                dated April 21, 1998                         
                
10.36*          The 1997 Equity Participation Plan of        
                Rentrak Corporation (20)                     
                
10.37*          The Amendment to the 1997 Non-Officer        
                Employee Stock Option Plan of Rentrak        
                Corporation (21)
                
10.38*          Rentrak Corporation Non-Qualified Stock      
                Option Agreement (22)                        
                
10.39*          Rentrak Corporation Incentive Stock          
                Option Agreement (23)                        
                
                
                
10.40           Amendment to the 1997 Equity                 99
                Participation Plan of Rentrak                
                Corporation.
                
10.41           Amendment Number 1 to the 1995 Restated      101
                Bylaws of Rentrak Corporation.               
                
21              List of Subsidiaries of Registrant           102
                                                             
23              Consent of Arthur Andersen                   103
                                                             
27              Financial Data Schedule                      N/A
                                                             




* Management Contract

1  Filed in S-3 Registration Statement, File # 338511 as filed on
   November 21, 1994.
2  Filed as Exhibit 10.9 to 1991 Form 10-K filed on May 6, 1991.
3  Filed as Exhibit B to 1994 Proxy Statement dated July 11,
   1994.
4  Filed as Exhibit 10.1 to Form 10-K filed on June 28, 1993.
5  Filed as Exhibit 10.5 to Form 10-K filed on June 28, 1993.
6  Filed as Exhibit to Form 8-K filed on June 5, 1995.
7  Filed as Exhibit to 1994 Form 10-K filed on June 29, 1994.
8  Filed as Exhibit A to 1994 Proxy Statement dated July 11,
   1994.
9  Filed as Exhibit 10.13 to Form 10-K filed on June 29, 1995.
10 Filed as Exhibit 10.8 to Form 10-K filed on July 1, 1996.
11 Filed as Exhibit  10.23 to Form 10-K filed on July 1, 1996.
12 Filed as Exhibit 1 to Form 8-K filed on December 9, 1996.
13 Filed as Exhibit 2 to Form 8-K filed on December 9, 1996.
14 Filed as Exhibit 1 to Form 8-K filed on December 31, 1996.
15 Filed as Exhibit 4.1 to Form S-8 filed on June 5, 1997.
16 Filed as Exhibit 10 to Form 10-Q filed on November 14, 1995.
17 Filed as Exhibit 10.1 to Form 10-Q filed on November 3, 1997.
18 Filed as Exhibit 10.2 to Form 10-Q filed on November 3, 1997.
19 Filed as Exhibit 10.3 to Form 10-Q filed on November 3, 1997.
10 Incorporated by reference to the Company's Proxy Statement
   dated June 25, 1997 for the Company's 1997 Annual Meeting of
   Shareholders.
21 Filed as Exhibit 4.1 to Form S-8 filed on October 29, 1997.
22 Filed as Exhibit 10.6 to Form 10-Q filed on November 3, 1997.
23 Filed as Exhibit 10.1 to Form 10-Q filed on February 9, 1998.
24 Filed as Exhibit 10.9 to Form 10-K filed on June 19, 1997.
25 Filed as Exhibit 10.25 to Form 10-K filed on June 19, 1997.
26 Filed as Exhibit 10.29 to Form 10-K filed on June 19, 1997.