As filed with the Securities and Exchange Commission on August 28, 1998

                               Registration No. 333-  

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549
	____________________
	FORM S-8

	REGISTRATION STATEMENT	UNDER	THE SECURITIES ACT OF 1933

                 	Rentrak Corporation
	(Exact name of registrant as specified in its charter)

         	OREGON                            93-0780536
	(State or other jurisdiction of	      (I.R.S. Employer
	incorporation or organization)	       Identification Number)
		
                       One Airport Center
                     7700 N.E. Ambassador Place
                       Portland, OR 97220
                        (503) 284-7581
              (Address of principal executive offices)


        	The 1997 Equity Participation Plan of Rentrak Corporation
                      	(Full title of the plan)


                                	F. Kim Cox
              	Executive Vice President/Chief Financial Officer
                             	Rentrak Corporation
                             	One Airport Center
                          	7700 N.E. Ambassador Place
                             	Portland, OR 97220
                               	(503) 284-7581
         	(Name, address and telephone number, including area code,
                            of agent for service)

	Copies to:
	Scott R. Haber, Esq.
	Latham & Watkins
	505 Montgomery Street, Suite 1900
	San Francisco, California 94111
	(415) 391-0600

<TABLE>
                    CALCULATION OF REGISTRATION FEE	
<CAPTION>
Title of		                          Proposed    	Proposed	
Securities         Amount	          Maximum	     Maximum	
To Be	             To Be	           Offering     Aggregate   	Amount of
Registered	        Registered       Price Per    Offering	    Registration
                                    Share (1)    Price (1)   	Fee
<S>                <C>               <C>         <C>          <C>   
				
Common Stock,				 
par value $0.001   1,100,000 shares	 $5.279	     $5,806,980	  $1,486.28
per share				 
				
Preferred Share				 
Purchase Rights(2) 1,000,000 rights	(2)	         (2)	         (2)

</TABLE>
(1)	Estimated solely for the purpose of computing the registration 
fee pursuant to Rule 457(h). The Proposed Maximum Offering 
Price Per Share is based upon (i) the $5.303 weighted average 
exercise price per share of outstanding options for 950,000 
shares, and (ii) for the remaining 150,000 shares, the average 
of the high and low prices for the Common Stock as reported on 
the Nasdaq National Market System on August 24, 1998.

(2)	Rights are attached to and trade with Common Stock of 
Rentrak Corporation.  The value attributable to such 
Rights, if any, is reflected in the market price of the 
Common Stock

	PART I

Item 1.  Plan Information

	Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual 
Information

	Not required to be filed with this Registration Statement.

PART II

	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

	The following documents filed with the Commission by Rentrak 
Corporation (the "Company" or the "Registrant") are incorporated 
herein by reference:

	(a)	The Company's Quarterly Report on Form 10-Q for the 
     quarter ended June 30, 1998;

	(b)	The Company's Annual Report on Form 10-K for the fiscal 
     year ended March 31, 1998 (the "1998 Form 10-K");

	(c)	The portions of the Company's Proxy Statement on 
     Schedule 14A dated July 1, 1998 that have been 
     incorporated by reference into the 1998 Form 10-K; and

	(d)	Description of the Company's Common Stock contained in 
     a Registration Statement on Form 8-A filed with the 
     Commission, including any amendment or report filed for 
     the purpose of updating such description.

     	All documents subsequently filed by the Registrant pursuant 
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior 
to the filing of a post-effective amendment which indicates that 
all securities offered hereby have been sold or which deregisters 
all securities then remaining unsold, shall be deemed to be 
incorporated by reference herein and to be a part hereof from the 
date of filing of such documents.

      Any statement contained in a document incorporated by 
reference herein shall be deemed to be modified or superseded for 
purposes hereof to the extent that a statement contained herein 
(or in any other subsequently filed document which also is 
incorporated by reference herein) modifies or supersedes such 
statement.  Any statement so modified or superseded shall not be 
deemed to constitute a part hereof except as so modified or 
superseded.

Item 4.	Description of Securities

       	Not Applicable.

Item 5.	Interests of Named Experts and Counsel

       	Not Applicable.

Item 6.	Indemnification of Directors and Officers

        Article VIII, Section 2 of the Company's Amended and Restated 
Articles of Incorporation ("Article VIII") and Article 10 of the 
Company's Restated Bylaws ("Article 10") require the Company to 
indemnify officers, directors and employees to the fullest extent 
authorized by the Oregon Business Corporation Act ("the Act").  
The effect of these provisions is summarized below but the 
description is qualified in its entirety by reference to the Act, 
Article VIII and Article 10.

        Indemnification is granted in respect to any action, suit or 
proceeding (other than an action by or in the right of the 
corporation) against all expense, liability and loss reasonably 
incurred (including attorneys' fees, judgments, fines, ERISA 
excise taxes or penalties and amounts paid in settlement), if the 
indemnitee's conduct was in good  faith, the indemnitee reasonably 
believed that his conduct was in the best interests of the 
Company, or at least not opposed to its best interests, and, with 
respect to any criminal proceeding, the indemnitee had no 
reasonable cause to believe his conduct was unlawful.  
Indemnification is not permitted in connection with a proceeding 
in which a person is adjudged liable on the basis that personal 
benefit was improperly received, unless indemnification is 
permitted by a court upon a finding that the person is fairly and 
reasonably entitled to indemnification in view of all the relevant 
circumstances.

         In addition, indemnification is granted in respect to any 
proceeding by or in the right of the Company against the expenses 
(including attorneys' fees) actually and reasonably incurred if 
the person acted in good faith and a manner reasonably believed to 
be in, or not opposed to, the best interests of the Company.  No 
right of indemnity is granted if the person is adjudged liable to 
the Company, unless permitted by the court.

         Termination of a proceeding by judgment, order, settlement, 
conviction or upon a plea of nolo contendere or its equivalent is 
not, of itself, determinative that the person did not meet the 
standard of conduct described above.  If wholly successful on the 
merits of a proceeding, a person is entitled to indemnity as a 
matter of right.  Because the limits of indemnity under Oregon law 
are not clearly defined, Article VIII and Article 10 may provide 
indemnity broader than that described above.

         Article VIII and Article 10 provide that the right of 
indemnification is a contract right and include the right to be 
paid by the Company the expenses incurred in defending a 
proceeding in advance of its final disposition; provided that, if 
required by Oregon law, the person seeking advances provides to 
the Company an undertaking to repay advanced amounts if it is 
determined by a final adjudication that the recipient is not 
entitled to indemnity.  Any person claiming indemnity is 
explicitly authorized to sue the Company for payment and the 
Company will have the burden of proving the claimant failed to 
meet the standards of conduct making indemnity permissible.  If 
the person claiming indemnity is successful in whole or in part in 
such a suit (or in a suit brought by the Company to recover an 
advancement of expenses), the person claiming indemnity shall also 
be entitled to be paid the expense of prosecuting (or defending) 
the suit.
 
          Article VIII and Article 10 also provide that the Company may 
maintain insurance to protect itself and its directors, officers, 
employees or agents against any expense, liability or loss whether 
or not the Company has the power to indemnify such person against 
such expense, liability or loss under Oregon law.  The Company 
currently has  liability insurance to indemnify its directors and 
officers against expense, liability or loss arising from claims by 
reason of their acts or omissions as officers and directors.

          The rights of indemnification described above are not 
exclusive of any other rights of indemnification to which the 
persons indemnified may be entitled under any agreements, statute, 
vote of shareholders, action of directors or otherwise.

Item 7.	Exemption from Registration Claimed

       	Not applicable.

Item 8.	Exhibits

Exhibit No.  Description

	4.1	        The 1997 Equity Participation Plan of Rentrak 
             Corporation (incorporated by reference to the 
             Company's Proxy Statement dated June 25, 1997 for 
             the Company's 1997 Annual Meeting of Shareholders).

	4.2	        Amendment to The 1997 Equity Participation Plan of 
             Rentrak Corporation, adopted as of February 23, 
             1998 (incorporated by reference to Exhibit 10.40 of 
             the Company's Annual Report on Form 10-K for the 
             fiscal year ended March 31, 1998).

	4.3        	Amendment to The 1997 Equity Participation Plan of 
             Rentrak Corporation, effective as of August 24, 
             1998 (incorporated by reference to Exhibit A of the 
             Company's Proxy Statement dated July 1, 1998 for 
             the Company's 1998 Annual Meeting of Shareholders).

	4.4        	Form of non-qualified stock option agreement for 
             use with The 1997 Equity Participation Plan of 
             Rentrak Corporation (incorporated by reference to 
             Exhibit 10.6 to Form 10-Q filed on November 3, 
             1997).

	4.5	        Form of incentive stock option agreement for use 
             with The 1997 Equity Participation Plan of Rentrak 
             Corporation (incorporated by reference to Exhibit 
             10.1 to Form 10-Q filed on February 9, 1998).

	5.1	        Opinion and Consent of Garvey, Schubert & Barer.

	23.1        Consent of Garvey, Schubert & Barer, Counsel to 
             Rentrak Corporation (included in opinion filed as 
             Exhibit 5.1).

	23.2	       Consent of Arthur Andersen LLP.

	24.1       	Power of Attorney (included on the signature page 
             of this Registration Statement).


Item 9.	Undertakings

	(a)	The Registrant hereby undertakes:

		(1)	To file, during any period in which offers or 
sales are being made, a post-effective amendment to this 
registration statement:

			(i)	To include any prospectus required by Section 
10(a)(3) of the Securities Act of 1933; 

			(ii)	To reflect in the prospectus any facts or 
events arising after the effective date of the 
registration statement (or the most recent post-
effective amendment thereof) which, individually or in 
the aggregate, represent a fundamental change in the 
information set forth in the registration statement; 
and

			(iii)	To include any material information with 
respect to the plan of distribution not previously 
disclosed in the registration statement or any material 
change to such information in the registration 
statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 
not apply to information contained in periodic reports filed by 
the registrant pursuant to Section 13 or Section 15(d) of the 
Securities Exchange Act of 1934 that are incorporated by reference 
in this registration statement.

		(2)	That, for the purpose of determining any liability 
under the Securities Act of 1933, each such post-effective 
amendment shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering 
of such securities at that time shall be deemed to be the 
initial bona fide offering thereof; and

		(3)	To remove from registration by means of a post-
effective amendment any of the securities being registered 
which remain unsold at the termination of the offering.

	(b)	The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 
1933, each filing of the registrant's annual report pursuant to 
Section 13(a) or Section 15(d) of the Securities Exchange Act of 
1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section 15(d) of the Securities 
Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration 
statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

	(c)	Insofar as indemnification for liabilities arising 
under the Securities Act of 1933 may be permitted to directors, 
officers and controlling persons of the registrant pursuant to the 
foregoing provisions, or otherwise, the registrant has been 
advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as 
expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities 
(other than the payment by the registrant of expenses incurred or 
paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter 
has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the Act and will be 
governed by the final adjudication of such issue.

	SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that 
it meets all of the requirements for filing on Form S-8 and has duly 
caused this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Portland, 
State of Oregon, on the 28th day of August, 1998.

						RENTRAK CORPORATION

						By  /s/ F. Kim Cox

      F. Kim Cox
						Executive Vice President/Chief         
      Financial Officer

	KNOW ALL MEN BY THESE PRESENTS, that each person whose 
signature appears on the signature page to this Registration 
Statement constitutes and appoints Ron Berger and F. Kim Cox, and 
each of them, his true and lawful attorneys-in-fact and agents, 
with full power of substitution and resubstitution, for him and in 
his name, place and stead, in any and all capacities, to sign any 
and all amendments (including post-effective amendments) to this 
Registration Statement, and to file the same, with all exhibits 
thereto, and other documents in connection therewith, with the 
Securities and Exchange Commission, and grants unto said 
attorneys-in-fact and agents, and each of them, full power and 
authority to do and perform each and every act and thing requisite 
and necessary to be done in and about the premises, as fully to 
all intents and purposes as he might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and 
agents, or each of them, or his substitute, may lawfully do or 
cause to be done by virtue hereof.

	Pursuant to the requirements of the Securities Act of 1933, 
as amended, this Registration Statement has been signed by the 
following persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
Signature	              Title	                    Date
<S>                     <S>                       <S> 	            
/s/ Ron Berger	         President and Chief      	August 28, 1998
Ron Berger	             Executive Officer and 	
                    	   Chairman of the Board
		
/s/ F. Kim Cox	         Executive Vice President/	August 28, 1998
F. Kim Cox	             Chief Financial Officer

/s/ Skipper Baumgarten	  Director	                	August 28, 1998
Skipper Baumgarten

/s/ Pradeep Batra	      Director	                	August 28, 1998
Pradeep Batra

/s/ Herbert M. Fischer	 Director	                 August 28, 1998
Herbert M. Fischer		

/s/ James Jimirro	      Director                 	August 28, 1998
James Jimirro		

/s/ Bill LeVine         Director	                 August 28, 1998
Bill LeVine		

/s/ Muneaki Masuda	     Director                  August 28, 1998
Muneaki Masuda		

/s/Stephen Roberts	     Director                  August 28, 1998
Stephen Roberts
</TABLE>
		
	EXHIBIT INDEX
	Exhibit No.	   Description

	4.1	           The 1997 Equity Participation Plan of Rentrak 
                Corporation (incorporated by reference to the 
                Company's Proxy Statement dated June 25, 1997 for 
                the Company's 1997 Annual Meeting of Shareholders).

	4.2	           Amendment to The 1997 Equity Participation Plan of 
                Rentrak Corporation, adopted as of February 23, 
                1998 (incorporated by reference to Exhibit 10.40 of 
                the Company's Annual Report on Form 10-K for the 
                fiscal year ended March 31, 1998).

	4.3	           Amendment to The 1997 Equity Participation Plan of 
                Rentrak Corporation, effective as of August 24, 
                1998 (incorporated by reference to Exhibit A of the 
                Company's Proxy Statement dated July 1, 1998 for 
                the Company's 1998 Annual Meeting of Shareholders).

	4.4           	Form of non-qualified stock option agreement for 
                use with The 1997 Equity Participation Plan of 
                Rentrak Corporation (incorporated by reference to 
                Exhibit 10.6 to Form 10-Q filed on November 3, 
                1997).

	4.5	           Form of incentive stock option agreement for use 
                with The 1997 Equity Participation Plan of Rentrak 
                Corporation (incorporated by reference to Exhibit 
                10.1 to Form 10-Q filed on February 9, 1998).

	5.1	           Opinion and Consent of Garvey, Schubert & Barer.

	23.1	          Consent of Garvey, Schubert & Barer, Counsel to 
                Rentrak Corporation (included in opinion filed as 
                Exhibit 5.1).

	23.2	          Consent of Arthur Andersen LLP.

	24.1	          Power of Attorney (included on the signature page 
                of this Registration Statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19252}]
{"company-data": {"conformed-name": "RENTRAK CORP", "cik": "0000800458", "assigned-sic": "7822", "irs-number": "930780536", "state-of-incorporation": "OR", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62523", "film-number": "98701188"}, "business-address": {"street1": "ONE AIRPORT CTR", "street2": "7700 N E AMBASSADOR PL", "city": "PORTLAND", "state": "OR", "zip": "97220", "phone": "5032847581"}, "mail-address": {"street1": "7227 NE 55TH AVENUE", "city": "PORTLAND", "state": "OR", "zip": "97218"}, "former-company": {"former-conformed-name": "NATIONAL VIDEO INC", "date-changed": "19881004"}}
As filed with the Securities and Exchange Commission on August 28, 1998

                               Registration No. 333-  

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549
	____________________
	FORM S-8

	REGISTRATION STATEMENT	UNDER	THE SECURITIES ACT OF 1933

                 	Rentrak Corporation
	(Exact name of registrant as specified in its charter)

         	OREGON                            93-0780536
	(State or other jurisdiction of	      (I.R.S. Employer
	incorporation or organization)	       Identification Number)
		
                       One Airport Center
                     7700 N.E. Ambassador Place
                       Portland, OR 97220
                        (503) 284-7581
              (Address of principal executive offices)

        	The 1997 Equity Participation Plan of Rentrak Corporation
                      	(Full title of the plan)

                                	F. Kim Cox
              	Executive Vice President/Chief Financial Officer
                             	Rentrak Corporation
                             	One Airport Center
                          	7700 N.E. Ambassador Place
                             	Portland, OR 97220
                               	(503) 284-7581
         	(Name, address and telephone number, including area code,
                            of agent for service)

	Copies to:
	Scott R. Haber, Esq.
	Latham & Watkins
	505 Montgomery Street, Suite 1900
	San Francisco, California 94111
	(415) 391-0600

                    CALCULATION OF REGISTRATION FEE
Title of		                          Proposed    	Proposed	
Securities         Amount	          Maximum	     Maximum	
To Be	             To Be	           Offering     Aggregate   	Amount of
Registered	        Registered       Price Per    Offering	    Registration
                                    Share (1)    Price (1)   	Fee
Common Stock,				 
par value $0.001   1,100,000 shares	 $5.279	     $5,806,980	  $1,486.28
per share				 
				
Preferred Share				 
Purchase Rights(2) 1,000,000 rights	(2)	         (2)	         (2)
(1)	Estimated solely for the purpose of computing the registration 
fee pursuant to Rule 457(h). The Proposed Maximum Offering 
Price Per Share is based upon (i) the $5.303 weighted average 
exercise price per share of outstanding options for 950,000 
shares, and (ii) for the remaining 150,000 shares, the average 
of the high and low prices for the Common Stock as reported on 
the Nasdaq National Market System on August 24, 1998.

(2)	Rights are attached to and trade with Common Stock of 
Rentrak Corporation.  The value attributable to such 
Rights, if any, is reflected in the market price of the 
Common Stock

	PART I

Item 1.  Plan Information

	Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual 
Information

	Not required to be filed with this Registration Statement.

PART II

	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

	The following documents filed with the Commission by Rentrak 
Corporation (the "Company" or the "Registrant") are incorporated 
herein by reference:

	(a)	The Company's Quarterly Report on Form 10-Q for the 
     quarter ended June 30, 1998;

	(b)	The Company's Annual Report on Form 10-K for the fiscal 
     year ended March 31, 1998 (the "1998 Form 10-K");

	(c)	The portions of the Company's Proxy Statement on 
     Schedule 14A dated July 1, 1998 that have been 
     incorporated by reference into the 1998 Form 10-K; and

	(d)	Description of the Company's Common Stock contained in 
     a Registration Statement on Form 8-A filed with the 
     Commission, including any amendment or report filed for 
     the purpose of updating such description.

     	All documents subsequently filed by the Registrant pursuant 
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior 
to the filing of a post-effective amendment which indicates that 
all securities offered hereby have been sold or which deregisters 
all securities then remaining unsold, shall be deemed to be 
incorporated by reference herein and to be a part hereof from the 
date of filing of such documents.

      Any statement contained in a document incorporated by 
reference herein shall be deemed to be modified or superseded for 
purposes hereof to the extent that a statement contained herein 
(or in any other subsequently filed document which also is 
incorporated by reference herein) modifies or supersedes such 
statement.  Any statement so modified or superseded shall not be 
deemed to constitute a part hereof except as so modified or 
superseded.

Item 4.	Description of Securities

       	Not Applicable.

Item 5.	Interests of Named Experts and Counsel

       	Not Applicable.

Item 6.	Indemnification of Directors and Officers

        Article VIII, Section 2 of the Company's Amended and Restated 
Articles of Incorporation ("Article VIII") and Article 10 of the 
Company's Restated Bylaws ("Article 10") require the Company to 
indemnify officers, directors and employees to the fullest extent 
authorized by the Oregon Business Corporation Act ("the Act").  
The effect of these provisions is summarized below but the 
description is qualified in its entirety by reference to the Act, 
Article VIII and Article 10.

        Indemnification is granted in respect to any action, suit or 
proceeding (other than an action by or in the right of the 
corporation) against all expense, liability and loss reasonably 
incurred (including attorneys' fees, judgments, fines, ERISA 
excise taxes or penalties and amounts paid in settlement), if the 
indemnitee's conduct was in good  faith, the indemnitee reasonably 
believed that his conduct was in the best interests of the 
Company, or at least not opposed to its best interests, and, with 
respect to any criminal proceeding, the indemnitee had no 
reasonable cause to believe his conduct was unlawful.  
Indemnification is not permitted in connection with a proceeding 
in which a person is adjudged liable on the basis that personal 
benefit was improperly received, unless indemnification is 
permitted by a court upon a finding that the person is fairly and 
reasonably entitled to indemnification in view of all the relevant 
circumstances.

         In addition, indemnification is granted in respect to any 
proceeding by or in the right of the Company against the expenses 
(including attorneys' fees) actually and reasonably incurred if 
the person acted in good faith and a manner reasonably believed to 
be in, or not opposed to, the best interests of the Company.  No 
right of indemnity is granted if the person is adjudged liable to 
the Company, unless permitted by the court.

         Termination of a proceeding by judgment, order, settlement, 
conviction or upon a plea of nolo contendere or its equivalent is 
not, of itself, determinative that the person did not meet the 
standard of conduct described above.  If wholly successful on the 
merits of a proceeding, a person is entitled to indemnity as a 
matter of right.  Because the limits of indemnity under Oregon law 
are not clearly defined, Article VIII and Article 10 may provide 
indemnity broader than that described above.

         Article VIII and Article 10 provide that the right of 
indemnification is a contract right and include the right to be 
paid by the Company the expenses incurred in defending a 
proceeding in advance of its final disposition; provided that, if 
required by Oregon law, the person seeking advances provides to 
the Company an undertaking to repay advanced amounts if it is 
determined by a final adjudication that the recipient is not 
entitled to indemnity.  Any person claiming indemnity is 
explicitly authorized to sue the Company for payment and the 
Company will have the burden of proving the claimant failed to 
meet the standards of conduct making indemnity permissible.  If 
the person claiming indemnity is successful in whole or in part in 
such a suit (or in a suit brought by the Company to recover an 
advancement of expenses), the person claiming indemnity shall also 
be entitled to be paid the expense of prosecuting (or defending) 
the suit.
 
          Article VIII and Article 10 also provide that the Company may 
maintain insurance to protect itself and its directors, officers, 
employees or agents against any expense, liability or loss whether 
or not the Company has the power to indemnify such person against 
such expense, liability or loss under Oregon law.  The Company 
currently has  liability insurance to indemnify its directors and 
officers against expense, liability or loss arising from claims by 
reason of their acts or omissions as officers and directors.

          The rights of indemnification described above are not 
exclusive of any other rights of indemnification to which the 
persons indemnified may be entitled under any agreements, statute, 
vote of shareholders, action of directors or otherwise.

Item 7.	Exemption from Registration Claimed

       	Not applicable.

Item 8.	Exhibits

Exhibit No.  Description

	4.1	        The 1997 Equity Participation Plan of Rentrak 
             Corporation (incorporated by reference to the 
             Company's Proxy Statement dated June 25, 1997 for 
             the Company's 1997 Annual Meeting of Shareholders).

	4.2	        Amendment to The 1997 Equity Participation Plan of 
             Rentrak Corporation, adopted as of February 23, 
             1998 (incorporated by reference to Exhibit 10.40 of 
             the Company's Annual Report on Form 10-K for the 
             fiscal year ended March 31, 1998).

	4.3        	Amendment to The 1997 Equity Participation Plan of 
             Rentrak Corporation, effective as of August 24, 
             1998 (incorporated by reference to Exhibit A of the 
             Company's Proxy Statement dated July 1, 1998 for 
             the Company's 1998 Annual Meeting of Shareholders).

	4.4        	Form of non-qualified stock option agreement for 
             use with The 1997 Equity Participation Plan of 
             Rentrak Corporation (incorporated by reference to 
             Exhibit 10.6 to Form 10-Q filed on November 3, 
             1997).

	4.5	        Form of incentive stock option agreement for use 
             with The 1997 Equity Participation Plan of Rentrak 
             Corporation (incorporated by reference to Exhibit 
             10.1 to Form 10-Q filed on February 9, 1998).

	5.1	        Opinion and Consent of Garvey, Schubert & Barer.

	23.1        Consent of Garvey, Schubert & Barer, Counsel to 
             Rentrak Corporation (included in opinion filed as 
             Exhibit 5.1).

	23.2	       Consent of Arthur Andersen LLP.

	24.1       	Power of Attorney (included on the signature page 
             of this Registration Statement).

Item 9.	Undertakings

	(a)	The Registrant hereby undertakes:

		(1)	To file, during any period in which offers or 
sales are being made, a post-effective amendment to this 
registration statement:

			(i)	To include any prospectus required by Section 
10(a)(3) of the Securities Act of 1933; 

			(ii)	To reflect in the prospectus any facts or 
events arising after the effective date of the 
registration statement (or the most recent post-
effective amendment thereof) which, individually or in 
the aggregate, represent a fundamental change in the 
information set forth in the registration statement; 
and

			(iii)	To include any material information with 
respect to the plan of distribution not previously 
disclosed in the registration statement or any material 
change to such information in the registration 
statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 
not apply to information contained in periodic reports filed by 
the registrant pursuant to Section 13 or Section 15(d) of the 
Securities Exchange Act of 1934 that are incorporated by reference 
in this registration statement.

		(2)	That, for the purpose of determining any liability 
under the Securities Act of 1933, each such post-effective 
amendment shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering 
of such securities at that time shall be deemed to be the 
initial bona fide offering thereof; and

		(3)	To remove from registration by means of a post-
effective amendment any of the securities being registered 
which remain unsold at the termination of the offering.

	(b)	The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 
1933, each filing of the registrant's annual report pursuant to 
Section 13(a) or Section 15(d) of the Securities Exchange Act of 
1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section 15(d) of the Securities 
Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration 
statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

	(c)	Insofar as indemnification for liabilities arising 
under the Securities Act of 1933 may be permitted to directors, 
officers and controlling persons of the registrant pursuant to the 
foregoing provisions, or otherwise, the registrant has been 
advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as 
expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities 
(other than the payment by the registrant of expenses incurred or 
paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter 
has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the Act and will be 
governed by the final adjudication of such issue.

	SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that 
it meets all of the requirements for filing on Form S-8 and has duly 
caused this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Portland, 
State of Oregon, on the 28th day of August, 1998.

						RENTRAK CORPORATION

						By  /s/ F. Kim Cox

      F. Kim Cox
						Executive Vice President/Chief         
      Financial Officer

	KNOW ALL MEN BY THESE PRESENTS, that each person whose 
signature appears on the signature page to this Registration 
Statement constitutes and appoints Ron Berger and F. Kim Cox, and 
each of them, his true and lawful attorneys-in-fact and agents, 
with full power of substitution and resubstitution, for him and in 
his name, place and stead, in any and all capacities, to sign any 
and all amendments (including post-effective amendments) to this 
Registration Statement, and to file the same, with all exhibits 
thereto, and other documents in connection therewith, with the 
Securities and Exchange Commission, and grants unto said 
attorneys-in-fact and agents, and each of them, full power and 
authority to do and perform each and every act and thing requisite 
and necessary to be done in and about the premises, as fully to 
all intents and purposes as he might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and 
agents, or each of them, or his substitute, may lawfully do or 
cause to be done by virtue hereof.

	Pursuant to the requirements of the Securities Act of 1933, 
as amended, this Registration Statement has been signed by the 
following persons in the capacities and on the dates indicated:
Signature	              Title	                    Date
/s/ Ron Berger	         President and Chief      	August 28, 1998
Ron Berger	             Executive Officer and 	
                    	   Chairman of the Board
		
/s/ F. Kim Cox	         Executive Vice President/	August 28, 1998
F. Kim Cox	             Chief Financial Officer

/s/ Skipper Baumgarten	  Director	                	August 28, 1998
Skipper Baumgarten

/s/ Pradeep Batra	      Director	                	August 28, 1998
Pradeep Batra

/s/ Herbert M. Fischer	 Director	                 August 28, 1998
Herbert M. Fischer		

/s/ James Jimirro	      Director                 	August 28, 1998
James Jimirro		

/s/ Bill LeVine         Director	                 August 28, 1998
Bill LeVine		

/s/ Muneaki Masuda	     Director                  August 28, 1998
Muneaki Masuda		

/s/Stephen Roberts	     Director                  August 28, 1998
Stephen Roberts
EXHIBIT INDEX
	Exhibit No.	   Description

	4.1	           The 1997 Equity Participation Plan of Rentrak 
                Corporation (incorporated by reference to the 
                Company's Proxy Statement dated June 25, 1997 for 
                the Company's 1997 Annual Meeting of Shareholders).

	4.2	           Amendment to The 1997 Equity Participation Plan of 
                Rentrak Corporation, adopted as of February 23, 
                1998 (incorporated by reference to Exhibit 10.40 of 
                the Company's Annual Report on Form 10-K for the 
                fiscal year ended March 31, 1998).

	4.3	           Amendment to The 1997 Equity Participation Plan of 
                Rentrak Corporation, effective as of August 24, 
                1998 (incorporated by reference to Exhibit A of the 
                Company's Proxy Statement dated July 1, 1998 for 
                the Company's 1998 Annual Meeting of Shareholders).

	4.4           	Form of non-qualified stock option agreement for 
                use with The 1997 Equity Participation Plan of 
                Rentrak Corporation (incorporated by reference to 
                Exhibit 10.6 to Form 10-Q filed on November 3, 
                1997).

	4.5	           Form of incentive stock option agreement for use 
                with The 1997 Equity Participation Plan of Rentrak 
                Corporation (incorporated by reference to Exhibit 
                10.1 to Form 10-Q filed on February 9, 1998).

	5.1	           Opinion and Consent of Garvey, Schubert & Barer.

	23.1	          Consent of Garvey, Schubert & Barer, Counsel to 
                Rentrak Corporation (included in opinion filed as 
                Exhibit 5.1).

	23.2	          Consent of Arthur Andersen LLP.

	24.1	          Power of Attorney (included on the signature page 
                of this Registration Statement).