This filing consists of 54
                                       pages. The Exhibit Index is
                                       on Page 49.

                  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, 1999 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, 1999, 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 $27,627,984.

(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, 1999.
Includes shares held by certain depository organizations.)

As of June 1, 1999, the Registrant had 10,440,517 shares of Common
Stock outstanding.


DOCUMENTS INCORPORATED BY REFERENCE:

PORTIONS OF THE DEFINITIVE PROXY STATEMENT FOR THE 1999 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                                            11

                              PART II

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

    6.   Selected Financial Data                            13

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

    7A.  Quantitative and Qualitative Disclosures About
         Market Risk                                        19

    8.   Financial Statements and Supplementary Data        20

    9.   Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure                20

                              PART III

    10.  Directors and Executive Officers of the
         Registrant                                         46

    11.  Executive Compensation                             46

    12.  Security Ownership of Certain Beneficial Owners    46
         and Management

    13.  Certain Relationships and Related Transactions     46


                              PART IV


    14.  Exhibits, Financial Statement Schedules and        47
         Reports on Form 8-K

                               PART I

    ITEM 1.  BUSINESS

    GENERAL

        The Company's primary business is the
    distribution of videocassettes to home video specialty
    stores and other retailers using its Pay Per
    Transaction system (the "PPT System").  Under the
    Company's PPT system, home video specialty stores and
    other retailers that rent videocassettes to consumers
    ("Retailers"), including grocery stores and
    convenience stores, lease videocassettes and other
    media ("Cassettes") from Rentrak for a low up-front
    fee and share a portion of each retail rental
    transaction with the Company.  The Company's PPT
    System generated 85 percent, 91 percent and 91 percent
    of total revenues in fiscal years 1999, 1998 and 1997,
    respectively.

        Rentrak also provides through its subsidiary
    formovies.com, inc., Web-site services for video
    retailers and a video locator service for consumers of
    videocassette through its innovative Web site
    http://www.formovies.com.  A Rentrak subsidiary,
    Blowout Video, Inc., sells videocassettes and discs
    through its Web site, http://www.blowoutvideo.com, and
    through five retail outlets.  A division of the
    Company, ComAlliance, provides order processing,
    inventory management, and fulfillment services to
    Internet retailers and wholesalers and to other
    businesses requiring just-in-time fulfillment.  It can
    be accessed at http://www.comalliance.com.  Rentrak's
    corporate Web site is http://www.Rentrak.com.


    PAY-PER-TRANSACTION

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

        Under traditional distribution, a motion picture
    studio, licensee, or other owner of the rights to
    certain video programming ("Program Suppliers") sells
    Cassettes to a distributor for an average price of
    approximately $64.  The distributor then sells
    Cassettes to a Retailer for an average price of
    approximately $70.  The Retailer then rents Cassettes
    to the consumer at an average price of $2.50 and
    retains all of the rental revenue.  Under the PPT
    System, after the Retailer 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, Canada and the United Kingdom.  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 License Agreement
    with Columbus Holdings Limited and Rentrak UK Limited
    to develop the Company's PPT distribution and
    information processing business in the United Kingdom
    through Rentrak UK. The Company originally owned 25
    percent of Rentrak UK.  On March 31, 1999, the Company
    acquired an additional 67 percent interest, and now
    owns 92 percent of Rentrak UK.

        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, Paramount Home Video,
    Inc., 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.  Therefore, there can be no
    assurance that any of the Program Suppliers will
    continue to distribute Cassettes through the PPT
    System, continue to have available for distribution
    titles which the Company can distribute on a
    profitable basis, or continue to remain in business.
    Even if titles are otherwise available from Program
    Suppliers to the Company, there can be no assurance
    that they will be made available on terms acceptable
    to the Company.  During the last three years, the
    Company has not experienced any material difficulty
    acquiring suitable Cassettes for the Company's markets
    on acceptable terms and conditions from Program
    Suppliers that have agreed to provide the same to the
    Company. The Company has one Program Supplier that
    supplied product that generated 28 percent, a second
    that generated 26 percent, and a third that generated
    15 percent of Rentrak revenues for the year ended
    March 31, 1999.  There were no other Program Suppliers
    who provided product that generated more than 10
    percent of revenues for the year ended March 31, 1999.

        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.

        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, Blockbuster Entertainment Corp.,
    ("Blockbuster") accounted for 13 percent of the
    Company's revenues in fiscal 1999.

    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 in March 1997, and began
     implementing remedial measures soon thereafter.  The
     Company conducted extensive tests of all software and
     hardware systems used internally in the Company's business
     to determine whether they were Year 2000 compliant. The
     Company's internal assessment, testing, and remediation is
     essentially completed. Some testing will continue until
     December 31, 1999.  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
     evaluate and test the software of its POS vendors.  The
     Company has determined that the majority of the POS
     vendors already have a Year 2000 compliant software.  The
     Company is currently testing the software and hardware of
     its Retailers 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.

          The Company expects the total cost of its
     assessments, corrective measures, and testing to be less
     than $ 500,000 of which approximately $250,000 has already
     been incurred.  The majority of the costs estimated to be
     incurred between March 31, 1999 and December 31, 1999
     relate to the Company's contingency plans to ensure
     Retailers become Year 2000 compliant.



    Retailer Auditing

        From time to time, the Company audits
    Participating Retailers in order to verify that they
    are reporting all rentals and sales of Cassettes on a
    consistent, accurate and timely basis.  Several
    different types of exception reports are produced
    weekly.  These reports are designed to identify any
    Participating Retailers that vary from the Company's
    statistical norms.  Depending upon the results of the
    Company's analysis of the reports, the Company may
    conduct an in-store audit.  Audits are conducted with
    and without notice and any refusal to allow such an
    audit can be cause for immediate termination from the
    PPT System.  If audit violations are found, the
    Participating Retailer is subject to fines, audit
    fees, immediate removal from the PPT System and/or
    repossession of all leased Cassettes.


    Seasonality

        The Company believes that the home video industry
    is seasonal because Program Suppliers tend to
    introduce hit titles at two periods of the year, early
    summer and Christmas.  Since the release to home video
    usually follows the theatrical release by
    approximately six months (although significant
    variations 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 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 March 31, 1999, the Company had
    approximately $14,000,000 in loans and investments
    outstanding under the program and reserves of
    approximately $9,600,000 of the total original loan or
    investment amount.  As of March 31, 1998, the Company
    had invested or loaned approximately $14,200,000 under
    the Retailer Financing Program and had provided
    reserves of approximately $9,400,000.


    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., Major Video
     Concepts, Inc., Baker and Taylor, Inc., and Video One
     Canada, Ltd.   These and other traditional distributors
     have extensive distribution networks, long-standing
     relationships with Program Suppliers and Retailers, and,
     in some cases, significantly greater financial resources
     than the Company.

          In the last two years there have been indications of
     a greater acceptance of revenue sharing in the industry 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  product on revenue sharing terms while utilizing
     Supercomm's revenue sharing system.  Several traditional
     distributors have also executed revenue sharing agreements
     with motion picture studios ("Studios").  Several
     traditional distributors have also entered into licensing
     agreements with the Company to distribute Cassettes to
     Retailers utilizing 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 had centered on the distribution of Cassettes to
     supermarkets and similar retail businesses.  However,
     Supercomm exited the direct supermarket business in 1998
     and now competes with the Company on only two levels: (1)
     domestically - for processing data for certain Studios'
     direct relationships with Blockbuster and other Retailers;
     and (2) internationally in certain markets.

          The Company also faces direct competition from the
     Studios.  Beginning in 1997, several major Studios offered
     retailers discounted pricing if such retailers
     substantially increased the quantity of cassettes
     purchased.  Also, some major Studios have offered
     Cassettes to Retailers on a lease basis.  In addition, all
     major Studios sell Cassettes directly to major Retailers
     including Blockbuster, the world's largest chain of home
     video specialty stores.  The Company believes all of the
     major Studios have executed direct revenue sharing
     agreements with Blockbuster and Hollywood, the world's
     second largest chain of home video specialty stores.  The
     Company also believes that certain Studios have executed
     direct revenue sharing agreements with several other large
     Retailers.  It is not yet clear whether the Studios will
     execute direct revenue sharing agreements with other
     smaller 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 $14.95 to $29.95.  To date, such "sell-
     through" distribution has generally been limited to
     certain newly released hit titles with wide general family
     appeal.  However, because the Company's business is
     partially dependent upon the existence of a rental period,
     a shift toward such "sell-through" distribution,
     particularly with respect to popular titles, could have a
     material adverse effect on the Company's business.

          The Company also competes with businesses that use
     alternative distribution methods to provide video
     entertainment directly to consumers, such as the
     following: (1) direct broadcast satellite transmission
     systems; (2) traditional cable television systems; (3) pay-
     per-view cable television systems; and (4) delivery of
     programming via the Internet.  Each of these distribution
     methods employs digital compression techniques to increase
     the number of channels available to consumers and,
     therefore, the number of movies that may be transmitted.
     Technological improvements in this distribution method,
     particularly "video-on-demand," may make this option more
     attractive to consumers and thereby materially diminish
     the demand for Cassette rentals.  Such a consequence could
     have a material adverse effect on the Company's business.

    Foreign Operations

        On December 20, 1989, the Company entered into an
    agreement with Culture Convenience Club, Co., Ltd.
    ("CCC"), a Japanese corporation, which is Japan's
    largest video specialty retailer.  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 largest 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 royalty of $2,000,000.  The
    Company received and recorded as revenue $1,000,000 in
    fiscal year 1995 and  $1,000,000 was received and
    recorded as revenue in fiscal year 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 Tsutaya Shoten Co., Ltd. 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 was originally
    structured as a joint venture between the Company,
    which owned 25 percent, Columbus Holdings Limited,
    which owned 66.7 percent of the venture and Rentrak
    Japan, which owns 8.3 percent.  On March 31, 1999, the
    Company acquired Columbus Holdings Limited's 67
    percent interest, and now owns 92 percent of Rentrak
    UK.  The PPT Agreement remains in force in perpetuity,
    unless terminated due to material breach of contract,
    liquidation of Rentrak UK or non-delivery by the
    Company to Rentrak UK, of all retailer and studio
    software, including all updates. Pursuant to the PPT
    Agreement, during the term of the PPT Agreement, the
    Company will receive a royalty of 1.67 percent of
    Rentrak UK's gross revenues from any and all sources.


    Trademarks, Copyrights, and Proprietary Rights

        The Company has registered its "RENTRAK", "PPT",
    "Pay Per Transaction", "Ontrak", "BudgetMaker",
    "DataTrak", "Prize Find" , "Blowout Video", "Fastrak",
    "GameTrak", "RPM", "Videolink+", "Unless Your Rich
    Enough Already", "Sportrak", "Movies For The Hungry
    Mind", 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, 1999, including all subsidiaries,
    the Company employs 275 full-time employees.  The
    Company considers its relations with its employees to
    be good.


    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 Entertainment, Inc. ("BlowOut") pursuant to a
    Reorganization and Distribution Agreement
    ("Distribution Agreement") dated as of November 11,
    1996, between the Company and BlowOut.   Following the
    distribution the Company continues to own 9.9 percent
    of the outstanding BlowOut Common Stock. BlowOut filed
    for Chapter 11 of the Federal Bankruptcy Code in the
    United States Bankruptcy Court for the District of
    Delaware on March 22, 1999.  [See Note 13 of the Notes
    to the Consolidated Financial Statements.]  BlowOut is
    not related to the Company's wholly owned subsidiary
    Blowout Video, Inc.

    Financial Information About Industry Segments

        See Note 12 of the Notes to the Consolidated
    Financial Statements.



    ITEM 2.  PROPERTIES

        The Company currently maintains its executive
    offices in Portland, Oregon where it leases 53,566
    square feet of office space.  The lease began on
    January 1, 1997 and expires on December 31, 2006. The
    Company maintains its distribution facilities in
    Wilmington, Ohio where it leases 102,400 square feet.
    The Company's lease expires on June 30, 2002.
    Management believes its office and warehouse space is
    adequate and suitable for the 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  the
    Racketeer Influenced and Corrupt Organizations Act of
    1970 ("RICO"), and also asserts claims based on a
    promissory estoppel theory. On November 12, 1998, the
    court granted in part and denied in part the Company's
    motion to dismiss the complaint.  The court dismissed
    Harmon's claims of breach of contract, negligent
    misrepresentation and strict responsibility
    misrepresentation.  The court also dismissed Harmon's
    claim that the Company had violated the RICO Act, as
    well as his claim that the Company participated in a
    RICO conspiracy.  The court denied the Company's
    motion to dismiss with regard to Harmon's claims for
    fraud and promissory estoppel.  Discovery is now
    proceeding with respect to the remaining claims. The
    Company believes that all of the Plaintiff's remaining
    claims are without merit and intends to continue to
    vigorously defend itself and its officers against the
    remaining claims.

        In April 1998, the Company filed a complaint (the
    "Hollywood Complaint") against 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 transactions.  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, and monetary
    relief for Hollywood's alleged reporting and payment
    violations. The Company has suspended the ordering
    privilege of Hollywood on account of its breach of the
    PPT Agreement with the Company.

        On April 28, 1999 Hollywood filed an Amended
    Answer, Affirmative Defenses and Counterclaims which
    added counterclaims that sought an unspecified amount
    of damages in excess of $10 million.  The new
    counterclaims were for intentional interference with
    business relations, breach of contract, defamation,
    fraud, rescission, equitable accounting, offset,
    overpayment, recoupment, spoliation, Oregon Antitrust
    statute, Oregon Unlawful Trade Practices Act and
    injunctive relief.  The Company believes that
    Hollywood's counterclaims are without merit and
    intends to vigorously defend itself.

        On June 8, 1999, Rentrak filed its second amended
    complaint in its suit against Hollywood.  The amended
    complaint adds as individual defendants Hollywood
    Senior Vice President Bruce Giesbrecht and former
    Hollywood Senior Vice President Douglas Gordon.
    Rentrak also added claims of conspiracy, intentional
    interference with business relations, breach of
    fiduciary duty, negligent misrepresentation, tortious
    breach of contract, fraud, breach of implied duty of
    good faith and fair dealing, defamation,
    disparagement, spoliation, negligent supervision,
    negligent delegation, failure to pay all amounts due,
    unjust enrichment, and conversion.  Rentrak is not
    seeking damages of not less than $220 million, plus
    attorney fees and costs.  Trial is set for January 10,
    2000 in Portland, Oregon.

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

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

        In October 1998, the Company filed a motion for
    summary judgment seeking to dismiss the lawsuit filed
    against it by Video Update.  In January of 1999, the
    Company filed a separate motion for partial summary
    judgment on its breach of contract counterclaim
    seeking to recover more than $4.4 million in fees and
    interest which the Company claims Video Update owes to
    it.  In response to the Company's motions, Video
    Update asked the court for time to take discovery
    before having to file oppositions.  The court has
    given the parties until December 31, 1999 to conduct
    discovery.  The court denied Rentrak's motions without
    reaching the merits and without prejudice to re-filing
    the motions after discovery has been conducted.
    Rentrak expects to re-file its motions after discovery
    has taken place.

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

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

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

        The Company is also subject to 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,
    1999 there were approximately 350 holders of record of
    the Company's common stock.  On June 1, 1999, the
    closing sales price of the Company's common stock as
    quoted on the Nasdaq National Market was $3.688.

         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, 1997                   $4.31               $2.44
     SEPTEMBER 30, 1997              $4.75               $3.56
     DECEMBER 31, 1997               $5.94               $3.28
     MARCH 31, 1998                 $10.38               $4.25
     JUNE 30, 1998                  $10.06               $5.59
     SEPTEMBER 30, 1998              $6.31               $3.28
     DECEMBER 31, 1998               $3.94               $2.00
     MARCH 31, 1999                  $4.22               $2.50

    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,
                                                          1999        1998        1997        1996        1995
<S>                                                     <C>         <C>         <C>         <C>         <C>

Statement of Operations Data
     Net revenues:
          Application fees                              $      371   $     383   $     354   $     551   $   1,114
          Order processing fees                             22,420      25,313      22,720      25,716      18,052
          Transaction fees                                  72,835      78,671      70,467      70,187      49,904
          Sell-through fees                                 11,347       9,383      11,101      10,601       8,923
          Other                                             16,814       9,001      11,634       6,211       6,555

     Total net revenues                                    123,787     122,751     116,276     113,266      84,548
     Cost of sales                                         101,522     100,974      90,882      95,168      66,375
     Gross profit                                           22,265      21,777      25,394      18,098      18,173

          Selling and administrative expense                19,515      14,572      16,160      20,860      15,527
          Other income                                         597         652         999         681       3,522
          Income (loss) from continuing operations before
               discontinued operations and benefit (provision)
                  for income taxes                           3,347       7,857      10,233      (2,081)      6,168
          Income tax benefit (provision)                    (1,304)     (3,199)     (3,950)        595        (768)
          Income (loss) from continuing operations before
               discontinued operations                       2,043       4,658       6,283      (1,486)      5,400
          Discontinued Operations:  (1)
               Loss from operations of discontinued subsidiaries
                    less applicable income tax benefit           0           0           0     (18,700)       (287)
               Loss on disposal of subsidiaries                  0           0           0     (12,100)          0
     Net income (loss)                                  $    2,043  $    4,658  $    6,283  $  (32,286) $    5,113

     Diluted income (loss) per share
           Continuing operations                        $     0.18  $     0.41  $     0.52  $    (0.13) $     0.47
           Discontinued operations                            0.00        0.00        0.00       (2.62)      (0.03)
     Net income (loss)                                  $     0.18  $     0.41  $     0.52  $    (2.75) $     0.44

    Common shares and common share equivalents
          outstanding                                       11,066      11,445      12,159      11,755      11,548


                                                              1999        1998        1997        1996        1995
Balance Sheet Data (2)
     Working Capital                                    $    4,586  $    1,062  $    1,488  $  (12,579) $   12,897
     Total Assets                                           49,457      51,609      43,048      56,252      64,818
     Long-term Debt                                              0           0           0           0           0
     Stockholders' Equity                                   14,292      13,254      11,272      14,404      40,292

     (1)  Discontinued Operations includes the operations of Pro Image
          and BlowOut. Acquisitions were made by Pro Image and BlowOut
          during 1995 and 1996, therefore comparisons between years are not
          meaningful.  See discontinued operations Note 13 of the Notes to the
          Consolidated Financial Statements.
     (2)  The 1995 balance sheet has 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. This Annual Report on Form 10-K further
    describes certain of these factors.

    Results of Operations


<TABLE>
<CAPTION>
                              RENTRAK CORPORATION
                           STATEMENTS OF OPERATIONS
                For The Years Ended March 31, 1999, 1998 and 1997

                                       1999            1998            1997

<S>                                  <C>              <C>              <C>
REVENUES                             $  123,787,390   $ 122,751,046    $ 116,275,503
OPERATING COSTS AND EXPENSES
     Cost of sales                      101,522,360     100,974,140       90,881,674
     Selling and administrative          19,515,633      14,571,789       16,159,729

                                        121,037,993     115,545,929      107,041,403
INCOME FROM OPERATIONS                    2,749,397       7,205,117        9,234,100
Other income                                597,108         652,381          999,068

INCOME BEFORE INCOME TAX PROVISION        3,346,505       7,857,498       10,233,168
Income tax provision                     (1,303,999)     (3,199,032)      (3,950,003)

NET INCOME                           $    2,042,506   $   4,658,466    $   6,283,165

</TABLE>

    Fiscal 1999 Compared to Fiscal 1998

    Continuing Operations - Domestic PPT Operations and
    Other Continuing Subsidiaries

      For the year ended March 31, 1999, total revenue
    increased $1.0 million to $123.8 million from $122.8
    million in the prior year.  Total revenue includes the
    following fees: application fees generated when
    retailers are approved for participation in the PPT
    System; order processing fees generated when Cassettes
    are distributed to retailers; transaction fees
    generated when retailers rent Cassettes to consumers;
    sell-through fees generated when retailers sell
    Cassettes to consumers; royalty payments from Rentrak
    Japan; revenue related to the Company's fulfillment,
    order processing, and inventory management services to
    e-commerce and other companies, and sale of
    videocassettes.

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

      In fiscal 1999, application-fee revenue remained
    unchanged from the prior year at $0.4 million. During
    the year, order processing-fee revenue decreased to
    $22.4 million from $25.3 million in fiscal 1998, a
    decrease of $2.9 million, or 11.5 percent.
    Transaction-fee revenue totaled $72.8 million, a
    decrease of $5.9 million, or 7.5 percent, from $78.7
    million the previous year.  Sell-through revenue was
    $11.3 million in fiscal 1999 as compared to $9.4
    million in fiscal 1998, an increase of $1.9 million,
    or 20 percent.

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

      Cost of sales in fiscal 1999 increased to $101.5
    million from $101 million the prior year, an increase
    of $0.5 million.  The change is primarily due to the
    changes in revenue noted above and additional costs
    which were recorded during the year related to
    guaranteed minimum payments due to program suppliers
    on certain movie titles.  In fiscal 1999, the
    Company's gross profit margin decreased to 17 percent
    from 18 percent the previous year, excluding the $1.0
    million royalty payment from Rentrak Japan.

      Selling, general and administrative expenses were
    $19.5 million in fiscal 1999 compared to $14.6 million
    in fiscal 1998.  This increase of $4.9 million, or 34
    percent, was primarily due to (i) increased legal
    expenses to $1.9 million compared to $.7 million in
    the prior year; (ii) increased compensation costs
    associated with the growing fulfillment and order
    processing business; and (iii) increased advertising
    expenditures.  Also, fiscal 1998 included collection
    of amounts which were previously reserved at March 31,
    1997.

      Other income decreased from $.7 million in fiscal
    1998 to $0.6 million for fiscal 1999, a decrease of
    $0.1 million.

      For the year ended March 31, 1999, the Company
    recorded pre-tax income of $3.3 million, or 2.7
    percent of total revenue, compared to $7.9 million, or
    6.4 percent of total revenue in the prior fiscal year.
    This decrease is due primarily to the increase in
    selling, general and administrative expenses as noted
    above.

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

      Included in the amounts above are the results from
    Other Subsidiaries which are primarily comprised of
    certain retail operations. Total revenue from Other
    Subsidiaries increased to $8.5 million in fiscal 1999
    from $6.5 million in fiscal 1998, an increase of $2
    million, or 30 percent.  Cost of sales was $5.2
    million, an increase of $1.9 million over the $3.3
    million recorded in fiscal 1998.  Selling, general and
    administrative expenses increased to $2.4 million in
    fiscal 1999 from $1.9 million in fiscal 1998, an
    increase of $0.5 million.  As a percentage of total
    revenue, selling, general and administrative expenses
    decreased to 28 percent at year-end from 29 percent a
    year earlier.

      For the year ended March 31, 1999, Other
    Subsidiaries recorded pre-tax income of $0.8 million,
    or 9 percent of total revenue.  This compares with pre-
    tax income of $0.7 million, or 10 percent of total
    revenue, in fiscal 1998.


    Consolidated Balance Sheet

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

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


    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 ; (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 relating to 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.



    LIQUIDITY AND CAPITAL RESOURCES

      At March 31, 1999, the Company had cash and other
    liquid investments of $2.1 million, compared to $6.4
    million at March 31, 1998.  At year-end, the Company's
    current ratio (current assets/current liabilities) was
    1.13 compared to 1.03 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 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 (7.75 percent
    at March 31, 1999).  The line is secured by
    substantially all of the Company's assets.  The terms
    of the agreement require, among other things, a
    minimum amount of tangible net worth, minimum current
    ratio and minimum total liabilities to tangible net
    worth.  The agreement also restricts the amount of net
    losses, loans and indebtedness and limits the payment
    of dividends on the Company's stock.  The Company is
    in compliance with these covenants or has obtained
    waivers for noncompliance as of March 31, 1999.  At
    March 31, 1999, the Company had $7.9 million
    outstanding borrowings under this agreement.

      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 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 up to $18
    million to be used in connection with the Company's
    retailer financing program.  The investments
    individually range from $35,000 to $4.5 million.
    Included in the total $14.0 million investment balance
    at March 31, 1999, are gross notes receivable of $9.1
    million which are due as follows:  $0.5 million -
    1999; $3.2 million - 2000; $2.6 million - 2001; $2.3
    million - 2005; and $0.5 million - 2008.  Interest
    rates on the various loans range from 5 to 10 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.  The amounts the Company
    could ultimately receive could differ materially in
    the near term from the amounts assumed in establishing
    reserves.

      As of March 31, 1999, the Company has invested or
    loaned approximately $14.0 million under the program
    and  has reserves of approximately $9.6 million.

      On March 22, 1999, BlowOut filed for Chapter 11 of
    the Federal Bankruptcy Code in the United States
    Bankruptcy Court for the District of Delaware.  At
    that same time BlowOut filed a motion to sell
    substantially all the assets of BlowOut.  BlowOut is
    not related to the Company's wholly owned subsidiary
    BlowOut Video, Inc.  The sale, to a third party video
    retailer, was approved on May 10, 1999 and closed on
    May 17, 1999 (the "closing").  The Company was the
    principal creditor of BlowOut.  In 1996, the Company
    had agreed to guarantee up to $7 million of
    indebtedness of BlowOut ("Guarantee").  The
    obligations under this Guarantee were comprised of the
    following:

a.   BlowOut had a revolving line of credit ("Line of Credit")
     in a maximum principal amount at one time outstanding of $5
     million. The outstanding balance of approximately $2.1 million
     was paid in full at the closing. Therefore, the Company's
     obligation under the line of credit guarantee was discharged.

b.   BlowOut also had 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 Guarantee.  As of March 31, 1999, BlowOut had
     borrowed approximately $1.2 million under the Credit Facility.
     As the sale of the BlowOut assets were not sufficient to cover
     the amounts due under this facility, the Company, pursuant to
     the guarantee, has agreed to a payment plan to fulfill the
     obligation.  The payment plan consists of a $300,000 payment in
     May 1999, and monthly payments of approximately $36,000.  The
     funds remaining, if any, after payment of administrative and
     cost claims after dismissal of the case may further reduce the
     amount due under the Credit Facility.

    In fiscal 1997, BlowOut executed a $3.0 million note in
    favor of the Company which accrues interest at 9% per
    annum.  The Company has 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, 1999, the
    total outstanding balance of the debt under such note,
    including accrued interest, was $2.8 million.  This amount
    was fully reserved at March 31, 1999.

      On November 26, 1996, the Board authorized the re-
    purchase of up to two million shares of the Company's
    Common Stock in open market and negotiated purchases.
    The Company completed the purchase of the two million
    shares during the fiscal year ended March 31, 1999.
    The total cost for the two million shares was
    approximately $7.3 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 resources.  These sources are
    expected to be sufficient to fund the Company's
    operations for the year ending March 31, 2000.


      RECENT ACCOUNTING PRONOUNCEMENTS

      In June 1997, the Financial Accounting Standards
    Board (FASB) issued Statement of Financial Accounting
    Standards No. 130. "Reporting Comprehensive Income
    (SFAS 130).  The Company has adopted SFAS 130.

      In June 1998, the FASB issued Statement of
    Financial Accounting Standard No. 133 "Accounting for
    Derivative Instruments and Hedging Activities" (SFAS
    133).  SFAS 133 is effective for the Company's fiscal
    year beginning April 1, 2001.  (See Note 1 of the
    Notes to the Consolidated Financial Statements.)


    ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
    ABOUT MARKET RISK

      The Company considered the provision of Financial
    Reporting Release No. 48 "Disclosure of Accounting
    Policies for Derivative Financial Instruments and
    Derivative Commodity Instruments, and Disclosure of
    Quantitative and Qualitative Information about Market
    Risk Inherent in Derivative Financial Instruments,
    Other Financial Instruments and Derivative Commodity
    Instruments."   The Company had no holdings of
    derivative financial or commodity instruments at March
    31, 1999.  A review of the Company's other financial
    instruments and risk exposures at that date revealed
    that the Company had exposure to interest rate risk.
    The Company utilized sensitivity analyses to assess
    the potential effect of this risk and concluded that
    near-term changes in interest rates should not
    materially adversely affect the Company's financial
    position , results of operations or cash flows.


    ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

           Index to Consolidated Financial Statements


           Item                                                    Page

           Report of Independent Public                             21
             Accountants

           Consolidated Balance Sheets as of March 31,1999          22
               and 1998

             Consolidated Statements of Income for Years            23
               Ended March 31, 1999, 1998 and
               1997

             Consolidated Statements of Stockholders' Equity        24
               for Years Ended March 31, 1999,
               1998 and 1997

             Consolidated Statements of Cash Flows for Years        25
               Ended March 31, 1999, 1998 and
               1997

             Notes to Consolidated Financial Statements             27

             Financial Statement Schedules                          45
               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, 1999 and 1998,
and the related consolidated statements of income, stockholders'
equity and cash flows for each of the three years in the period ended
March 31, 1999.  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 financial statements referred to above present
fairly, in all material respects, the financial position of Rentrak
Corporation and subsidiaries as of March 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the three
years in the period ended March 31, 1999 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,
is fairly stated in all material respects in relation to the
consolidated financial statements taken as a whole.

                                   Arthur Andersen LLP

Portland, Oregon,
  May 21, 1999




<TABLE>
<CAPTION>
                 RENTRAK CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED BALANCE SHEETS

                     AS OF MARCH 31, 1999 AND 1998

                                ASSETS
                                                 1999          1998
<S>                                          <C>           <C>

CURRENT ASSETS:
  Cash and cash equivalents                  $  2,145,963  $  6,361,680
  Accounts receivable, net of allowance for
doubtful accounts of $355,241 and
  $586,641                                     23,906,398    24,395,143
  Advances to program suppliers                 2,840,262       431,975
  Inventory                                     2,804,983     2,427,176
  Income tax receivable                         3,006,502     1,991,763
  Deferred tax asset                            1,579,637     1,217,950
  Other current assets                          3,467,473     2,590,574
                                             ------------  ------------
          Total current assets                 39,751,218    39,416,261
                                             ------------  ------------

PROPERTY AND EQUIPMENT, net                     1,723,448     1,910,317

OTHER INVESTMENTS, net                          2,014,701       887,884

DEFERRED TAX ASSET                              2,497,762     4,087,292

OTHER ASSETS                                    3,469,660     5,306,943
                                             ------------  ------------
          Total assets                       $ 49,456,789  $ 51,608,697
                                             ============  ============
</TABLE>


<TABLE>
<CAPTION>
                 LIABILITIES AND STOCKHOLDERS' EQUITY

                                                 1999          1998
<S>                                         <C>           <C>

CURRENT LIABILITIES:
  Line of credit                             $  7,925,000  $  6,000,000
  Accounts payable                             16,628,294    23,333,656
  Accrued liabilities                           2,822,574     2,532,832
  Accrued compensation                            941,836     1,072,848
  Deferred revenue                                100,415       829,863
  Note payable                                  3,000,000             -
  Net current liabilities of discontinued
    operations                                  3,746,766     4,585,373
                                              ------------  ------------
          Total current liabilities            35,164,885    38,354,572
                                             ------------  ------------
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: 10,439,948 shares in
    1999 and 10,986,455 shares in 1998            10,440        10,987
  Capital in excess of par value              43,644,479    45,365,298
  Cumulative other comprehensive income          137,747        54,645
  Accumulated deficit                        (28,751,757)  (30,794,263)
  Less- Deferred charge - warrants            (749,005)   (1,382,542)
                                             ------------  ------------
          Total stockholders' equity          14,291,904    13,254,125
                                             ------------  ------------
          Total liabilities and
          stockholders' equity              $ 49,456,789  $ 51,608,697
                                             ============  ============

   The accompanying notes are an integral part of these consolidated
                            balance sheets.

</TABLE>

<TABLE>
<CAPTION>
                 RENTRAK CORPORATION AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF INCOME

           FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997
                                   1999          1998          1997
<S>                            <C>           <C>           <C>
REVENUES:
  PPT                          $106,406,342  $113,181,910  $105,787,973
  Other                          17,381,048     9,569,136    10,487,530
                               ------------  ------------  ------------
                                123,787,390   122,751,046   116,275,503
                               ------------  ------------  ------------
OPERATING COSTS AND EXPENSES:
    Cost of sales               101,522,360   100,974,140    90,881,674
    Selling and
    administrative               19,515,633    14,571,789    16,159,729
                               ------------  ------------  ------------
                                121,037,993   115,545,929   107,041,403
                               ------------  ------------  ------------
     Income from operations       2,749,397     7,205,117     9,234,100
                               ------------  ------------  ------------
OTHER INCOME (EXPENSE):
  Interest income                   429,830     1,135,823       862,143
  Interest expense                 (381,825)     (158,708)     (181,950)
  Gain (loss) on sale of
  investments                       549,103       (94,062)      318,875
  Other                                   -      (230,672)            -
                               ------------  ------------  ------------
                                    597,108       652,381       999,068
                               ------------  ------------  ------------
     Income before income
       tax provision              3,346,505     7,857,498    10,233,168

INCOME TAX PROVISION             (1,303,999)   (3,199,032)   (3,950,003)
                               ------------  ------------  ------------
     Net income                $  2,042,506  $  4,658,466  $  6,283,165
                               ============  ============  ============

EARNINGS PER COMMON SHARE:
  Basic                                $.19          $.42          $.52
                                       ====          ====          ====

  Diluted                              $.18          $.41          $.52
                                       ====          ====          ====


            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, 1999, 1998 AND 1997
                                                      Common Stock                     Cumulative
                                                  -------------------   Capital in       Other
                                                    Number of             Excess of   Comprehensive
                                                      Shares   Amount    Par Value        Income

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

BALANCE AT MARCH 31, 1996                            12,138,216 $12,138   $49,583,514      $ 567,508

  Repurchase of common stock                           (325,800)   (326)   (1,204,449)              -
  Issuance of common stock under employee stock
  option plans                                           35,025      35        49,013              -
  Net income                                                  -       -             -              -
  Change in unrealized gain (loss) on investment
  securities, net of tax                                      -       -             -      (382,576)

          Total comprehensive income
  Distribution of common stock in BlowOut                     -       -             -              -
  Amortization of warrants                                    -       -     (496,913)              -
                                                     ---------- -------   -----------      ---------
BALANCE AT MARCH 31, 1997                            11,847,441  11,847    47,931,165        184,932

  Repurchase of common stock                         (1,082,900) (1,082)   (4,124,329)              -
  Issuance of common stock under employee
  stock option plans                                    221,914     222       888,007              -
  Net income                                                  -       -             -              -
  Change in unrealized gain (loss) on investment
  securities, net of tax                                      -       -             -      (130,287)

          Total comprehensive income
  Income tax benefit from stock option exercise               -       -       320,455              -
  Retirements of warrants                                     -       -     (250,000)              -
  Issuance of warrants                                        -       -       600,000              -
  Amortization of warrants                                    -       -             -              -
                                                     ---------- -------   -----------      ---------


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

BALANCE AT MARCH 31, 1998                            10,986,455 $10,987   $45,365,298      $  54,645

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

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

</TABLE>
<TABLE>
<CAPTION>
                 RENTRAK CORPORATION AND SUBSIDIARIES

      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Continued)

           FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997

                                                              Deferred                   Compre-
                                               Accumulated     Charge                    hensive
                                                  Deficit      Warrants       Total       Income
<S>                                             <C>           <C>           <C>           <C>

BALANCE AT MARCH 31, 1996                       $(33,366,162) $(2,392,574)   $14,404,424

  Repurchase of common stock                               -            -     (1,204,775)
  Issuance of common stock under employee
  stock option plans                                       -            -         49,048
  Net income                                       6,283,165            -      6,283,165  $6,283,165
  Change in unrealized gain (loss) on
  investment securities, net of tax                        -            -       (382,576)   (382,576)
                                                                                          ----------
          Total comprehensive income                                                      $5,900,589
  Distribution of common stock in BlowOut         (8,369,732)            -   (8,369,732)  ==========
  Amortization of warrants                                 -      989,416       492,503
                                                ------------  -----------   -----------
BALANCE AT MARCH 31, 1997                        (35,452,729)  (1,403,158)   11,272,057

  Repurchase of common stock                               -            -    (4,125,411)
  Issuance of common stock under employee
  stock option plans                                       -            -       888,229
  Net income                                       4,658,466            -     4,658,466  $4,658,466
  Change in unrealized gain (loss) on
  investment securities, net of tax                        -            -      (130,287)   (130,287)
                                                                                         ----------
          Total comprehensive income                                                     $4,528,179
                                                                                         ==========


                                                              Deferred                   Compre-
                                               Accumulated     Charge                    hensive
                                                  Deficit      Warrants       Total       Income

  Income tax benefit from stock option
  exercise                                         $       -      $     -   $   320,455
  Retirements of warrants                                  -            -      (250,000)
  Issuance of warrants                                     -     (600,000)            -
  Amortization of warrants                                 -      620,616       620,616
                                                ------------  -----------   -----------
BALANCE AT MARCH 31, 1998                        (30,794,263)  (1,382,542)   13,254,125

  Repurchase of common stock                               -            -    (1,965,215)
  Issuance of common stock under employee
  stock option plans                                       -            -       118,421
  Net income                                       2,042,506            -     2,042,506  $2,042,506
  Change in unrealized gain (loss) on
  investment securities, net of tax                        -            -        83,102      83,102
                                                                                         ----------
          Total comprehensive income                                                     $2,125,608
  Income tax benefit from stock option                                                   ==========
  exercise                                                 -            -        41,428
  Issuance of warrants                                     -     (84,000)             -
  Amortization of warrants                                 -      717,537       717,537
                                                ------------  -----------   -----------
BALANCE AT MARCH 31, 1999                       $(28,751,757) $  (749,005)  $14,291,904
                                                ============  ===========   ===========

   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, 1999, 1998 AND 1997

                                     1999         1998         1997
<S>                              <C>          <C>          <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES:
    Net income                   $ 2,042,506  $ 4,658,466  $ 6,283,165
    Adjustments to reconcile
      net income to net cash
      provided by (used in)
      operating activities-
        (Gain) loss on asset
          and investment sales     (549,103)       94,062    (309,852)
        Depreciation and
          amortization             1,286,515      696,883      891,857
        Amortization and write-
          off of intangibles               -            -      272,433
        Amortization of
          warrants                   717,537      620,616      492,503
        Provision for doubtful
          accounts                 (125,000)    (300,000)      656,147
        Retailer financing
          program reserves           141,698    (518,450)    (401,891)
        Reserves on advances to
          program suppliers           17,596      150,977    (147,451)
        Deferred income taxes      1,176,909    1,277,239      161,331
    Change in specific
      accounts-
        Accounts receivable          778,471  (9,139,446)  (2,921,826)
        Advances to program
          suppliers              (2,425,883)    (658,014)    1,099,101
        Inventory                  (377,807)    (524,558)    (164,923)
        Income tax receivable    (1,014,739)    (802,511)    (477,011)
        Other current assets       (537,802)    (557,407)    4,585,968
        Accounts payable         (4,561,190)    6,173,164  (4,635,351)
        Accrued liabilities and
          compensation               158,730    (203,803)    1,495,462
        Deferred revenue           (729,448)  (1,842,986)      667,984
        Net current liabilities
          of discontinued
          operations             (1,176,530)     (47,741)      362,545
                                 -----------  -----------  -----------
     Net cash provided by (used
       in) operating activities  (5,177,540)    (923,509)    7,910,191
                                 -----------  -----------  -----------
                                                           (Continued)
</TABLE>

<TABLE>
<CAPTION>
                 RENTRAK CORPORATION AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

           FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997

                                      1999         1998         1997
<S>                             <C>          <C>          <C>

CASH FLOWS FROM INVESTING
ACTIVITIES:
    Purchases of property and
      equipment                 $  (503,030) $  (508,398) $(1,454,391)
    Investments in retailer
      financing program          (1,329,778)    (550,000)  (3,178,020)
    Proceeds from retailer
      financing program                    -      518,450    2,029,911
    Purchases of investments       (570,512)  (1,076,299)            -
    Proceeds from sale of
      investments                  1,525,538      519,688      526,000
    Reduction (additions) of
      other assets and
      intangibles                (1,238,601)      701,761      495,667
    Proceeds from sale of
      assets                               -            -       10,410
                                 -----------  -----------  -----------
     Net cash used in investing
       activities                (2,116,383)    (394,798)  (1,570,423)
                                 -----------  -----------  -----------
CASH FLOWS FROM FINANCING
  ACTIVITIES:
    Net borrowings on line of
      credit                       1,925,000    1,000,000    2,300,000
    Borrowing on notes payable     3,000,000            -            -
    Retirement of warrants                 -    (250,000)            -
    Repurchase of common stock   (1,965,215)  (4,125,411)  (1,204,775)
    Issuance of common stock         118,421      888,229       49,048
                                 -----------  -----------  -----------
     Net cash provided by (used
       in) financing activities    3,078,206  (2,487,182)    1,144,273
                                 -----------  -----------  -----------
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS           (4,215,717)  (3,805,489)    7,484,041

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF YEAR                6,361,680   10,167,169    2,683,128
                                 -----------  -----------  -----------
CASH AND CASH EQUIVALENTS AT
  END OF YEAR                    $ 2,145,963  $ 6,361,680  $10,167,169
                                 ===========  ===========  ===========

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

                   RENTRAK CORPORATION AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       MARCH 31, 1999, 1998 AND 1997



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

Introduction

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

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

Rentrak Japan

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

On June 16, 1994, the Company and CCC amended the agreement.  Pursuant to
this amendment, the Company receives a royalty of 1.67% for all sales of
up to $47,905,000, plus one-half of one percent (0.5%) of sales greater
than $47,905,000 in each fiscal year.  In addition, the Company received a
one-time royalty of $2 million, of which $1 million was paid in fiscal
1995 and $1 million was paid and recorded as revenue in fiscal 1999.
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.
The PPT Agreement remains in force in perpetuity, unless terminated due to
material breach of contract, liquidation of Rentrak UK or non-delivery, by
the Company to Rentrak UK, of all retailer and studio software, including
all updates. Pursuant to the PPT Agreement, during the term of the PPT
Agreement, the Company will receive a royalty of 1.67% of Rentrak UK's
gross revenues from any and all sources.

Rentrak UK was originally structured as a joint venture between the
Company, which owned 25%, Columbus Holdings Limited, which owned 67% of
the venture and Rentrak Japan, which owns 8%.  On March 31, 1999, the
Company acquired Columbus Holdings Limited's 67% interest, and now owns
92% of Rentrak UK.  The acquisition, which was not material to the
operations of the Company, was accounted for as a purchase.

Basis of Consolidation

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

Management Estimates

The preparation of financial statements in conformity with 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 12).  Actual results
could differ from those estimates.

Cash and Cash Equivalents

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

Investment Securities

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

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

          Proceeds  Gross Gains   Gross Losses
<C>      <C>            <C>          <C>

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

1998        519,688       24,375      (118,437)

1997        526,000      318,875              -
</TABLE>

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 were recorded in other income in the
March 31, 1998 statement of operations.  There were no unrealized gains or
losses recognized in the March 31, 1999 and 1997 statements of operations.

Financial Instruments

A financial instrument is cash or a contract that imposes or conveys a
contractual obligation or right, to deliver or receive, cash or another
financial instrument.  The estimated fair value of all material financial
instruments, including retail financing program notes receivable,
approximated their carrying values at March 31, 1999 and 1998.

Inventory

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


Property and Equipment

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

Intangibles

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

Revenue Recognition

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

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

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 $99,000, $323,000 and $254,000 during
1999, 1998 and 1997, respectively.

Income Taxes

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

Earnings Per Share

Basic earnings per common share is computed by dividing net income by the
weighted average number of shares of common stock outstanding during the
period.  Diluted earnings per common share is computed on the basis of the
weighted average shares of common stock outstanding plus common equivalent
shares arising from dilutive stock options.

The weighted average number of shares of common stock and common stock
equivalents and net income used to compute basic and diluted earnings per
share at March 31 were calculated as follows:
<TABLE>
<CAPTION>
              Fiscal Year 1999         Fiscal Year 1998      Fiscal Year 1997
           ---------------------    ---------------------  -------------------

              Basic      Diluted     Basic      Diluted    Basic     Diluted
<S>           <C>        <C>         <C>        <C>        <C>        <C>

Weighted
average
number of
shares of
common stock
outstanding   10,775,126 10,775,126  11,222,443 11,222,443 12,076,031 12,076,031

Dilutive
effect of
exercise of
stock
options             -       291,017        -       222,378       -        83,406
Weighted
average
number of
shares of
common stock
outstanding
and common
stock
equivalents   10,775,126 11,066,143  11,222,443 11,444,821 12,076,031 12,159,437

Net income    $2,042,506 $2,042,506  $4,658,466 $4,658,466 $6,283,165 $6,283,165

Earnings per
share         $0.19      $0.18       $0.42      $0.41      $0.52      $0.52

</TABLE>

Options and warrants to purchase approximately 3,700,000, 4,300,000 and
6,400,000 shares of common stock were outstanding during the years ended
March 31, 1999, 1998 and 1997, respectively, but were not included in the
computation of diluted EPS because the exercise price of the options and
warrants were greater than the average market price of the common shares.

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 advertising reimbursements, totaled $641,221,
$71,355 and $148,004 for the years ended March 31, 1999, 1998 and 1997,
respectively.

Statement of Cash Flows

The Company had the following transactions for the years ended March 31:

                                      1999     1998         1997
CASH PAID FOR:
  Interest                            $328,802 $  153,398   $   197,642
  Income taxes, net of refunds         493,645  2,790,158      (156,284)

NONCASH FINANCING AND INVESTING
  ACTIVITIES:
Decrease in equity as a result of
decrease in net noncurrent assets
of discontinued operations through
reduction in equity
                                            -          -    11,122,512
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                     269,775  1,478,869             -
Reduction of warrants                       -          -       496,913
Issuance of warrants                  (84,000)  (600,000)            -
Tax benefit from stock option
exercises                             (41,428)  (320,455)            -
Change in unrealized gain (loss) on
investment securities, net of tax
                                       83,102   (130,287)     (382,576)

Impact of Recent Accounting Pronouncements

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

Holding gain arising during the
  period, net of tax                  $291,761  $(166,031)  $(261,403)
Less- Reclassification adjustment
  for gains (losses) included in net
  income, net of tax                   208,659    (35,744)    121,173
                                      --------   ---------  ----------
Change in unrealized gain (loss) on
  investment securities, net of tax   $ 83,102  $(130,287)  $(382,576)
                                      ========   =========  ==========

In June 1998, the FASB issued Statement of Financial Accounting Standard
No. 133 "Accounting for Derivative Instruments and Hedging Activities"
(SFAS 133).  This statement establishes accounting and reporting standards
requiring that every derivative instrument be recorded in the balance
sheet as either an asset or liability measured at its fair value.
SFAS 133 also requires that changes in the derivative instrument's fair
value be recognized currently in results of operations unless specific
hedge accounting criteria are met.  SFAS 133 is effective for the
Company's fiscal year beginning April 1, 2001.  The Company expects that
adoption of SFAS 133 will not have a material impact on the Company's
financial condition or results of operations.

Reclassifications

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

2.  INVESTMENT SECURITIES:

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

                       Carrying  Unrealized  Unrealized
                         Value   Gross Gain  Gross Loss Fair Value
As of March 31, 1999:
  Available for sale-
    Noncurrent:
      Corporate
        securities      $ 35,108  $222,249   $    (77)   $257,280
                        ========  ========   =========   ========
As of March 31, 1998:
  Available for sale-
    Noncurrent:
      Corporate
        securities      $412,687  $113,934   $(25,797)   $500,824
                        ========  ========   =========   ========

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,
                                   ------------------------
                                        1999         1998

Furniture and fixtures             $ 5,861,824   $ 5,525,374
Machinery and equipment                213,412       145,334
Leasehold improvements               1,687,257     1,569,436
                                   -----------   -----------
                                     7,762,493     7,240,144
Less- Accumulated depreciation     (6,039,045)   (5,329,827)
                                   -----------   -----------
                                   $ 1,723,448   $ 1,910,317
                                   ===========   ===========

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 that
the Company believes have the potential for substantial growth.  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 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, 1999, the Company has
invested or made oral or written commitments to loan to or invest
approximately $14,000,000 in various video retailers.  The amounts
outstanding under this program individually range from $35,000 to
$6,000,000.  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
2000 through 2007.  Interest rates on the various loans range from 5% to
prime plus 2% (9.75 at March 31, 1999).  Due to the nature of these loans,
interest income is not recognized until received.

The loans are reviewed for impairment in accordance with FASB Statement of
Financial Accounting Standards No. 114, "Accounting by Creditors for
Impairment of a Loan" (SFAS 114).  A valuation allowance has been
established for the amount by which the recorded investment in the loan
exceeds the measure of the impaired loan.  As the financings are made, and
periodically throughout the terms of the agreements, the Company assesses
the recoverability of the amounts based on the financial position of each
retailer.  The amounts the Company could ultimately receive could differ
materially in the near-term from the amounts assumed in establishing the
reserves.

As of March 31, 1999, the Company has approximately $14,000,000 in loans
and investments outstanding under the program and reserves of
approximately $9,600,000.  At March 31, 1998, the Company had invested or
loaned approximately $14,200,000 under the program and had provided
reserves of approximately $9,400,000.

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

                            1999        1998

Beginning balance       $9,353,995  $10,340,375
Additions to reserve       240,614    1,982,591
Write-offs                       -  (2,450,521)
Recoveries                (18,921)    (518,450)
                        ----------  -----------
Ending balance          $9,575,688  $ 9,353,995
                        ==========  ===========

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 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 (7.75% at March 31,
1999). The line is secured by substantially all of the Company's assets.
The terms of the agreement require, among other things, a minimum amount
of tangible net worth, minimum current ratio and minimum total liabilities
to tangible net worth.  The agreement also restricts the amount of net
losses, loans and indebtedness and limits the payment of dividends on the
Company's stock.  The Company is in compliance with these covenants or has
obtained waivers for noncompliance as of March 31, 1999.  At March 31,
1999 and 1998, the Company had $7,925,000 and $6,000,000, respectively,
outstanding under this agreement.

6.  RELATED PARTY NOTE PAYABLE:

On January 29, 1998, the Company entered into a $3,000,000 unsecured note
payable with a director of the Company.  The note bears interest at 10%,
payable monthly and is due in full on July 31, 1999.

7.  INCOME TAXES:

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

                                     1999        1998        1997
Current tax provision:
  Federal                           $     -  $1,689,658  $3,113,822
  Foreign                                 -   1,500,000           -
  State                                   -     232,133     633,637
                                 ----------  ----------  ----------
                                          -   3,421,791   3,747,459

Deferred tax provision
  (benefit)                       1,303,999   (222,759)     202,544
                                 ----------  ----------  ----------
Income tax provision             $1,303,999  $3,199,032  $3,950,003
                                 ==========  ==========  ==========

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

                                     1999        1998        1997

Provision computed at statutory
  rates                          $1,137,812  $2,688,549  $3,479,277
State taxes, net of federal
  benefit                           133,860     117,464     418,200
Amortization of warrants            272,664     235,834     167,450
Other                             (240,337)     157,185   (114,924)
                                 ----------  ----------  ----------
                                 $1,303,999  $3,199,032  $3,950,003
                                 ==========  ==========  ==========

Deferred tax assets and (liabilities) from continuing operations are
comprised of the following components at March 31, 1999 and 1998:

                                               1999        1998
Deferred tax assets:
  Current-
    Allowance for doubtful accounts        $   78,113  $  222,924
    Retailer-related accruals                 140,703     419,026
    Foreign tax credit                        713,497     500,000
    Net operating loss carryforward           539,108           -
    Capital loss carryforward                 195,543           -
    Other                                    (87,327)      76,000
                                           ----------  ----------
Total current deferred tax assets           1,579,637   1,217,950
                                           ----------  ----------
  Noncurrent-
    Depreciation                              433,691     431,385
    Retailer financing program reserve        552,775   1,689,421
    Program supplier reserves                 442,761     714,056
    Unrealized loss on investments            143,675     110,184
    Foreign tax credit                      1,000,000   1,000,000
    Intangibles amortization                (160,237)           -
    Other                                      85,097     142,246
                                           ----------  ----------
Total noncurrent deferred tax assets        2,497,762   4,087,292
                                           ----------  ----------
Total deferred tax assets                  $4,077,399  $5,305,242
                                           ==========  ==========

8.  STOCKHOLDERS' EQUITY:

Stock Options and Warrants

Effective March 31, 1997, the Company adopted the 1997 Non-Officer
Employee Stock Option Plan.  The aggregate number of shares which may be
issued upon exercise of options under the plan shall not exceed 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 1,100,000.  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, 1999, the Company has
181,330 and 140,000 options available to be granted under the 1997 Non-
Officer Employee Stock Option Plan and 1997 Equity Participation Plan,
respectively.

The Company has elected to account for its stock-based compensation plans
in accordance with APB 25, under which no compensation expense has been
recognized.  The Company has computed for pro forma disclosure purposes
the value of all options granted during fiscal years 1999, 1998 and 1997,
using the Black-Scholes option pricing model as prescribed by SFAS 123 and
the following assumptions:

                              1999          1998            1997

Risk-free interest rate   4.46 - 6.03%  5.56 - 7.17%   5.12 - 5.29%
Expected dividend yield        0%            0%             0%
Expected lives            5 - 10 years  5 - 10 years  4.6 - 10 years
Expected volatility          68.94%        48.53%         58.90%

Adjustments were made for options forfeited prior to vesting.  Had
compensation expense for these plans been determined in accordance with
SFAS 123, the Company's net income and earnings per share reflected on the
March 31, 1999, 1998 and 1997 statements of income would have been the
following unaudited pro forma amounts:

                                   1999        1998        1997
Net income
  As reported                    $2,042,506  $4,658,466  $6,283,165
  Pro forma                          95,767   3,873,988   5,784,529

Basic earnings per share
  As reported                       $.19        $.42        $.52
  Pro forma                          .01         .35         .48

Diluted earnings per share
  As reported                       $.18        $.41        $.52
  Pro forma                          .01         .34         .48

Because the SFAS 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
                                      -------------------------
                                                     Weighted
                                       Number of     Average
                                         Shares   Exercise Price

Balance at March 31, 1996               3,092,608     $5.20

  Granted-
    Option price = fair market value       25,000     $5.00
    Option price > fair market value       78,204      5.10
  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 value      549,174      4.11
    Option price > fair market value       45,714      4.98
    Option price < fair market value       10,000      2.94
  Issued                                 (221,914)     4.14
  Canceled                               (513,772)     4.89
                                        ---------     -----
Balance at March 31, 1998               2,825,325      4.60

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

The weighted average fair value of options granted during the years ended
March 31, 1999, 1998 and 1997 was $5.04, $4.15 and $3.42, respectively.
Options to purchase 2,006,932, 1,560,482 and 1,454,734 shares of common
stock were exercisable at March 31, 1999, 1998 and 1997, respectively.
These exercisable options had weighted average exercise prices of $4.575,
$4.625 and $4.65 at March 31, 1999, 1998 and 1997, respectively.

The following table summarizes information about stock options outstanding
at March 31, 1999:

                     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        1999         Life     Price        1999     Price

$1.00 - $2.59      53,520     0.8        $ 1.317     53,520   $ 1.317
 2.60 -  6.49   3,285,411     6.2          4.642  1,938,737     4.642
 6.50 -  9.78     107,175     8.1          9.268     14,675     7.664
                ---------                         ---------
 1.00 -  9.78   3,446,106     6.2          4.735  2,006,932     4.575
                =========                         =========

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 12).

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 12).  The adjustment was done pursuant to the supplier's agreement
that requires the Company to adjust the warrant if a distribution of the
Company's assets occurs.  During fiscal year 1998, the warrants were
canceled.  The consideration of $250,000 which was paid by the Company for
the cancellation of these warrants and the warrant for 459,303 shares of
the Company's common stock as noted below was charged to stockholders'
equity.

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.  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 12).  The adjustment was done pursuant to the supplier's agreement
that requires the Company to adjust the warrant if a distribution of the
Company's assets occurs.  During fiscal 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.

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 12).  The adjustment
was done pursuant to the supplier's agreement that requires the Company to
adjust the warrant if a distribution of the Company's assets occurs.
During fiscal year 1998, the warrants were canceled.

In March 1998, the Company agreed to issue warrants to buy up to 1,000,000
shares of the Company's common stock at an exercise price of $6.59 per
share, which exceeded market value at date of grant.  The warrants were
issued in connection with entering into a long-term agreement with a
customer.

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 1999, 1998 and 1997, expense
associated with the warrants was $717,537, $620,616 and $492,503,
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.

9.  COMMITMENTS:

Leases

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

Year Ending March 31,

         2000             $ 1,901,037
         2001               1,870,275
         2002               1,913,568
         2003               1,966,674
         2004               1,933,609
 2005 and thereafter        4,557,121
                          -----------
                          $14,142,284
                          ===========

The leases provide for payment of taxes, insurance and maintenance by the
Company.  The Company also rents vehicles and equipment on a short-term
basis.  Rent expense under operating leases was $1,926,455, $2,111,482 and
$1,477,651 for the years ended March 31, 1999, 1998 and 1997,
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, 1999, the Company has reserved
approximately $2,400,000 for potential losses under such guarantee
arrangements.

On March 22, 1999, BlowOut Entertainment, Inc. (BlowOut) filed for
Chapter 11 of the Federal Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware.  At that same time BlowOut filed a
motion to sell substantially all the assets of BlowOut.  BlowOut is not
related to the Company's wholly owned subsidiary BlowOut Video, Inc.  The
sale, to a third party video retailer, was approved on May 10, 1999 and
closed on May 17, 1999 (the closing).  The Company was the principal
creditor of BlowOut.  In 1996, the Company had agreed to guarantee up to
$7 million of indebtedness of BlowOut (Guarantee).  The obligations under
this Guarantee were comprised of the following:

a.   BlowOut had a revolving line of credit (Line of Credit) in a maximum
     principal amount at one time outstanding of $5 million. The outstanding
     balance of approximately $2.1 million was paid in full at the closing.
     Therefore, the Company's obligation under the line of credit guarantee was
     discharged.

b.   BlowOut also had 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, 1999, BlowOut had borrowed
     approximately $1.2 million under the Credit Facility.  As the sale of the
     BlowOut assets were not sufficient to cover the amounts due under this
     facility, the Company, pursuant to the guarantee, has agreed to a payment
     plan to fulfill the obligation.  The payment plan consists of an up front
     $300,000 payment, which was paid in May 1999, and monthly payments of
     approximately $36,000 until the balance is paid in full.  The funds
     remaining, if any, after payment of administrative and cost claims after
     dismissal of the case may further reduce the amount due under the Credit
     Facility. The payments, as made, will be recorded as a reduction of "net
     current liabilities of discontinued operations" on the accompanying
     balance sheet.

In fiscal year 1997, BlowOut executed a $3.0 million note in favor of the
Company which accrues interest at 9% per annum.  The Company has 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, 1999, the total
outstanding balance of the debt under such note, including accrued
interest, was $2.8 million.  This amount was fully reserved at March 31,
1999.

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 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 the Racketeer Influenced and Corrupt
Organizations Act of 1970 (RICO), and also asserts claims based on a
promissory estoppel theory.  On November 12, 1998, the court granted in
part and denied in part the Company's motion to dismiss the complaint.
The court dismissed Harmon's claims of breach of contract, negligent
misrepresentation and strict responsibility misrepresentation.  The court
also dismissed Harmon's claim that the Company had violated the RICO Act,
as well as his claim that the Company participated in a RICO conspiracy.
The court denied the Company's motion to dismiss with regard to Harmon's
claims for fraud and promissory estoppel.  It is expected that discovery
will proceed with respect to the remaining claims.  The Company believes
that the plaintiff's remaining claims are without merit and intends to
continue to vigorously defend itself and its officers against the
remaining claims.

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 rentals and sales of the Company's videocassettes and to pay
the appropriate fees to the Company in connection with such transactions.
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, and monetary relief for Hollywood's alleged reporting and
payment violations.  The Company has suspended the ordering privileges of
Hollywood on account of its breach of the PPT Agreement with the Company.

On April 28, 1999 Hollywood filed an Amended Answer, Affirmative Defenses
and Counterclaims which added counterclaims that sought an unspecified
amount of damages in excess of $10 million.  The new counterclaims were
for intentional interference with business relations, breach of contract,
defamation, fraud, rescission, equitable accounting, offset, overpayment,
recoupment, spoliation, Oregon Antitrust statute, Oregon Unlawful Trade
Practices Act and injunctive relief.  The Company has not yet filed its
answer to Hollywood's new counterclaims.  The Company believes that
Hollywood's counterclaims are without merit and intends to vigorously
defend itself.

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

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

In October 1998, the Company filed a motion for summary judgment seeking
to dismiss the lawsuit filed against it by Video Update.  In January of
1999, the Company filed a separate motion for partial summary judgment on
its breach of contract counterclaim seeking to recover more than $4.4
million in fees and interest which the Company claims Video Update owes to
it.  In response to the Company's motions, Video Update asked the court
for time to take discovery before having to file oppositions.  The court
has given the parties until December 31, 1999 to conduct discovery.  The
court denied Rentrak's motions without reaching the merits and without
prejudice to re-filing the motions after discovery has been conducted.
Rentrak expects to re-file its motions after discovery has taken place.

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

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

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

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

11.  EMPLOYEE BENEFIT PLANS:

At January 1, 1991, the Company established an employee benefit plan (the
401(k) Plan) pursuant to Section 401(k) of the Internal Revenue Code for
certain qualified employees.  Contributions made to the 401(k) Plan are
based on percentages of employees' salaries.  The amount of the Company's
contribution is at the discretion of Board of Directors.  Contributions
under the 401(k) Plan for the years ended March 31, 1999, 1998 and 1997
were $75,868, $68,120 and $57,743, 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 147,030 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 4,245 shares for aggregate proceeds of
$20,214, 5,351 shares for aggregate proceeds of $20,993, and 8,685 shares
for aggregate proceeds of $36,520, in 1999, 1998 and 1997, respectively.

12.  BUSINESS SEGMENTS, SIGNIFICANT SUPPLIERS AND MAJOR CUSTOMER:

In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information," (SFAS 131).  SFAS 131
required the Company to report certain information about operating
segments.  SFAS 131 became effective for the Company's year ended
March 31, 1999.  The Company classifies its services in two segments, PPT
and Non-PPT.  Non-PPT services include operations of BlowOut Video, a
video retailer, and Com Alliance, the Company's internet based fulfillment
service provider and amounts received pursuant to royalty agreements.

Business Segments
                                   1999          1998           1997

Net sales (1):
  PPT                        $106,972,685   $113,748,857   $106,038,728
  Non-PPT                      18,604,306     10,611,861     10,536,922
                             ------------   ------------   ------------
                             $125,576,991   $124,360,718   $116,575,650
                             ============   ============   ============
Income from operations (1):
  PPT                        $   (224,412)  $  5,417,174   $  3,573,932
  Non-PPT                       2,973,809      1,787,943      5,660,168
                             ------------   ------------   ------------
                             $  2,749,397   $  7,205,117   $  9,234,100
                             ============   ============   ============
Identifiable assets (1):
  PPT                        $ 46,770,579   $ 49,879,817   $ 42,163,519
  Non-PPT                       4,302,726      3,540,549      3,067,669
                             ------------   ------------   ------------
                             $ 51,073,305   $ 53,420,366   $ 45,231,188
                             ============   ============   ============

   (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.


The Company has one program supplier that supplied product that generated
28%, a second that generated 26%, and a third that generated 15% of the
Company's revenues for the year ended March 31, 1999.  The Company has one
program supplier that supplied product that generated 48%, a second that
generated 17%, and a third that generated 15% of the Company's revenues
for the year ended March 31, 1998.  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.  There were no other program suppliers who provided
product accounting for more than 10% of sales for the years ended
March 31, 1999, 1998 and 1997.

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

One customer accounted for 13% of the Company's revenues in 1999.  Another
customer accounted for 11% and 13%, of the Company's revenues in 1998 and
1997, respectively.

13.  DISCONTINUED OPERATIONS:

On November 26, 1996, the Company made a distribution to its shareholders
of 1,457,343 shares of common stock (the BlowOut Common Stock) of BlowOut
pursuant to a Reorganization and Distribution Agreement (Distribution
Agreement) dated as of November 11, 1996, between the Company and BlowOut.
BlowOut is not related to the Company's wholly owned subsidiary BlowOut
Video, Inc.  The operations of BlowOut were reflected as discontinued
operations in the March 31, 1996 consolidated financial statements.

During the year ended March 31, 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 income of these
adjustments to gain or loss on disposal of discontinued operations.

Net current liabilities of discontinued operations at March 31, 1999
include approximately $3.7 million relating to BlowOut for amounts
reserved for contingencies not yet settled as of March 31, 1999.  A
deferred tax asset related to these costs of approximately $1.1 million
was also recorded with a valuation allowance reserve against the entire
asset.

Net current liabilities of discontinued operations at March 31, 1999
include management's best estimate of the anticipated losses from
discontinued operations through the final resolution of all contingencies
related to the discontinued operations. As noted above in Note 9, on
March 22, 1999, Blowout filed for Chapter 11 of the Federal Bankruptcy
Code in the United States Bankruptcy Court for the District of Delaware.
The estimates are based on an analysis of the costs that 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. Net current liabilities of
discontinued operations at March 31, 1999 will be adjusted during fiscal
year 2000 as appropriate based on the final dismissal of the case.

<TABLE>
<CAPTION>
                                    RENTRAK CORPORATION
                             Valuation and Qualifying Accounts
                                       Schedule II

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

 <S>                        <C>             <C>            <C>             <C>            <C>
 Allowance for doubtful
    accounts
     March 31, 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
     March 31, 1999            586,641      (7,865,333)       -            7,633,933        355,241

 Advances to program
   suppliers reserve
     March 31, 1997          1,917,706        (149,192)       -                 -         1,768,514
     March 31, 1998          1,768,514         110,581     (696,339) 3          -         1,182,757
     March 31, 1999          1,182,757         (17,597)        -                -         1,165,160

 Other Current Assets-
 Retailer Financing
   Program reserve
     March 31, 1997          1,114,520            -      (1,114,520) 2          -              -
     March 31, 1998               -               -            -                -              -
     March 31, 1999               -               -         994,935  2          -           994,935

 Other Assets-
 Retailer Financing
    Program reserve
     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
     March 31, 1999          9,353,995        (194,888)    (559,433) 2       (18,921)     8,580,753


 1 - Transferred 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 1999 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 1999 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 1999 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 1999 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 31,1999
               and 1998

             Consolidated Statements of Income for Years
               Ended March 31, 1999, 1998 and
               1997

             Consolidated Statements of Stockholders' Equity
               for Years Ended March 31, 1999,
               1998 and 1997

             Consolidated Statements of Cash Flows for Years Ended
               March 31, 1999, 1998, and 1997

             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 1999, 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,
    Vice   President  Finance/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, 1999

         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, 1999
       Ron Berger, President/CEO

    Principal Financial Officer:
    By /S/ F. Kim Cox                      June 25, 1999
       F. Kim Cox, Executive Vice President/
       Chief Financial Officer

    Principal Accounting Officer:
    By /S/ Carolyn A. Pihl                 June 25, 1999
       Carolyn A. Pihl, Chief Accounting Officer

    Majority of Board of Directors:

    By /S/ Pradeep Batra                   June 25, 1999
       Pradeep Batra, Director

    By /S/ Skipper Baumgarten              June 25, 1999
       Skipper Baumgarten, Director

    By /S/ Ron Berger                      June 25, 1999
       Ron Berger, Chairman

    By /S/ Herbert M. Fischer              June 25, 1999
       Herbert M. Fischer, Director

    By /S/ James P. Jimirro                June 25, 1999
      James P. Jimirro, Director

    By /S/ Bill LeVine                     June 25, 1999
       Bill LeVine, Director

    By /S/ Muneaki Masuda                  June 25, 1999
       Muneaki Masuda, Director

    By /S/ Stephen Roberts                 June 25, 1999
       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)

     3.3        Amendment Number 1 to the 1995 Restated
                Bylaws of Rentrak Corporation. (34)

     3.4        Amendment Number 2 to the 1995 Restated         52
                Bylaws of Rentrak Corporation.

     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,
                dated April 18, 1995 (29)

    10.6*       Employment Agreement with Amir Yazdani
                dated December 20, 1995 (30)

    10.7*       Amended and Restated Employment
                Agreement with Ron Berger dated
                November 27, 1995 (16)

    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
                with Silicon Valley Bank dated December
                29, 1997 (31)

    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
                dated April 21, 1998 (32)

    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
                Participation Plan of Rentrak
                Corporation. (33)

    10.42       The Amendment to the 1997 Equity
                Participation Plan of Rentrak
                Corporation (27)

    10.43*      Employment Agreement  with F. Kim Cox
                dated April 1, 1998 (28)

      21        List of Subsidiaries of Registrant              53

      23        Consent of Arthur Andersen                      54

      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. Intentionally Omitted.
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.
20. 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.
27. Filed as Exhibit 10.1 to Form 10Q filed on November 6,1998.
28. Filed as Exhibit 10.2 to Form 10Q filed on November 6,1998.
29. Filed as Exhibit 10.5 to 1998 Form 10-K filed on June 25,1998.
30. Filed as Exhibit 10.6 to 1998 Form 10-K filed on June 25,1998.
31. Filed as Exhibit 10.30 to 1998 Form 10-K filed on June 25,1998.
32. Filed as Exhibit 10.35 to 1998 Form 10-K filed on June 25,1998.
33. Filed as Exhibit 10.40 to 1998 Form 10-K filed on June 25,1998.
34. Filed as Exhibit 10.41 to 1998 Form 10-K filed on June 25,1998.