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 of incorporation)     (I.R.S. Employer Identification No.)

                 One Airport Center
             7700 N.E. Ambassador Place
                  Portland, Oregon                                97220
      (Address of principal executive offices)                 (Zip code)


            THE 1997 EQUITY PARTICIPATION PLAN OF RENTRAK CORPORATION
                            (Full title of the plan)



                                Paul A. Rosenbaum
                      Chairman and Chief Executive Officer
                               Rentrak Corporation
                               One Airport Center
                           7700 N.E. Ambassador Place
                             Portland, Oregon 97220
                            Telephone: (503) 284-7581
          (Name and address and telephone number of agent for service)

<TABLE>
<CAPTION>

================================== ================ ====================== ======================= ==================
                                         CALCULATION OF REGISTRATION FEE
================================== ================ ====================== ======================= ==================


                                                      Proposed Maximum        Proposed Maximum
Title of Securities                 Amount to be       Offering Price            Aggregate            Amount of
to be Registered                   Registered (1)         Per Share            Offering Price      Registration Fee
---------------------------------- ---------------- ---------------------- ----------------------- ------------------

Common Stock, par value $0.001
<S>                                <C>                       <C>               <C>                       <C>
per share, and options and other   975,000 shares            (2)               $5,455,262 (2)            $442
rights related thereto

Preferred Share Purchase Rights
                                   975,000 rights            (3)                    (3)                   (3)

================================== ================ ====================== ======================= ==================
(1)  Pursuant to Rule 416 under the Securities Act of 1933, this registration
     statement also covers an indeterminate number of additional shares reserved
     for issuance  under the 1997 Equity  Participation  Plan as a result of any
     future  stock  split,   stock  dividend,   or  similar  adjustment  of  the
     outstanding Common Stock.

(2)  Pursuant to Rule 457(h), the proposed maximum aggregate offering price
     and  the  registration  fee  have  been  computed  based  on the sum of (a)
     ($2,121,832,  which  represents  the  aggregate  purchase  price of 552,512
     shares  of Common  Stock of  Rentrak  Corporation  subject  to  outstanding
     options and (b)  $3,333,430,  which  represents  the fair  market  value of
     422,488  shares  of  Common  Stock  of  Rentrak  Corporation  as  to  which
     additional  options or other awards may be granted.  The latter  figure was
     calculated  on the basis of the  average of the high and low sales  prices,
     $7.79,  reported for the Common Stock on the Nasdaq  National Market System
     on November 24, 2003.

(3)  Rights are attached to and trade with the Common Stock of Rentrak
     Corporation.  The value attributable to such R-ights,  if any, is reflected
     in the market price of the Common Stock.
     -----------------------------------------------------------------------------
</TABLE>


<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents filed by the registrant with the
Securities and Exchange Commission are incorporated by reference in this
registration statement:

                  (a) The registrant's annual report on Form 10-K for the fiscal
year ended March 31, 2003.

                  (b) The  registrant's  quarterly  reports on Form 10-Q for the
quarters ended June 30, 2003 and September 30, 2003.

                  (c) The registrant's  current report on Form 8-K filed on June
25, 2003 (except as provided in Item 9 thereof).

                  (d) Description of the registrant's  Common Stock contained in
a Registration  Statement on Form 8-A, as  supplemented  by the  description set
forth in  Exhibit  99 to the  registrant's  annual  report  on Form 10-K for the
fiscal year ended March 31, 2001.

                  All  documents  filed by the  registrant  subsequent  to those
listed above pursuant to Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange  Act of 1934,  as  amended,  prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered 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.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  ORS 60.367,  a section of the Oregon Business  Corporation Act
(the "Act"), provides that any director held liable for an unlawful distribution
in  violation  of ORS 60.367 is  entitled to  contribution  from (i) every other
director who voted for or assented to the  distribution  without  complying with
the applicable  statutory standards of conduct and (ii) each shareholder for the
amount the shareholder  accepted  knowing the distribution was made in violation
of the Act or the corporation's articles of incorporation.

                  Article  VIII,  Section  2, of the  registrant's  Amended  and
Restated  Articles  of  Incorporation  ("Article  VIII")  and  Article 10 of the
registrant's  Restated Bylaws, as amended ("Article 10"), require the registrant
to indemnify officers,  directors and employees to the fullest extent authorized
by 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.


                                     II-1
<PAGE>

                  Indemnification is granted with 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 attorney 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
registrant,  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 registrant against the expenses  (including
attorney  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  registrant.  No right of indemnity is granted if the person is
adjudged liable to the registrant, 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  includes  the right to be paid by the
registrant  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 registrant 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
registrant  for payment and the  registrant  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  registrant  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 also  provides for the  elimination  of personal
liability  of  directors  to the  registrant  or its  shareholders  for monetary
damages for conduct as a director to the full extent permitted by the Act. Under
Section  60.047  of the Act,  a  corporation  may not  eliminate  or  limit  the
liability of a director for: (i) any breach of the director's duty of loyalty to
the corporation or its shareholders, (ii) acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) any
unlawful  distribution  under Section 60.367 of the Act, or (iv) any transaction
from which the director derived an improper personal benefit.

                  Article  VIII and Article 10 provide that the  registrant  may
maintain insurance to protect itself and its directors,  officers,  employees or
agents against any expense,  liability or loss whether or not the registrant has
the power to indemnify such person against such expense, liability or loss under
Oregon law. The  registrant  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.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.


                                      II-2
<PAGE>


Item 8.           Exhibits.

                  The Index to Exhibits  listing the  exhibits  required by Item
601 of Regulation S-K is located on page II-6.

Item 9.           Undertakings.

                  (a) The undersigned 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 ("Securities Act");

                         (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;

                         (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) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  ("Exchange  Act")  that are  incorporated  by
reference in the registration statement.

                         (2) That, for the purpose of determining  any liability
       under the Securities  Act, 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.

                         (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, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  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 may be permitted to directors,  officers,  and  controlling
persons of the registrant  pursuant to the provisions  described in Item 6 above
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  Securities  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

                                    II-3
<PAGE>

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
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.


                                    II-4
<PAGE>


                                   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, as of the 25th day of
November, 2003.

                                           RENTRAK CORPORATION
                                           (Registrant)


                                           By:  /s/ PAUL A. ROSENBAUM
                                           ---------------------------
                                           Paul A. Rosenbaum
                                           Chairman and Chief Executive Officer

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated as of the 25th day of November, 2003.

            Signature                                      Title
PRINCIPAL EXECUTIVE OFFICER AND
DIRECTOR:


/s/ PAUL A. ROSENBAUM
---------------------
Paul A. Rosenbaum                             Chairman and Chief Executive
                                              Officer and Director

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/ MARK L. THOENES
Mark L. Thoenes                               Senior Vice President and Chief
                                              Financial Officer


A MAJORITY OF THE BOARD OF
DIRECTORS:

CECIL D. ANDRUS*                              Director
GEORGE H. KUPER*                              Director
JOON S. MOON*                                 Director
JAMES G. PETCOFF*                             Director
STANFORD C. STODDARD*                         Director



*By  /s/ MARK L. THOENES
    --------------------
    Mark L. Thoenes, Attorney-in-Fact


                                      II-5
<PAGE>


                                INDEX TO EXHIBITS


     4.1 Instruments defining the rights of security holders. See Article III of
the registrant's Amended and Restated Articles of Incorporation, incorporated by
reference to the  registrant's  Form S-3  Registration  Statement (No.  33-8511)
filed  on  November  21,  1994,  and  Articles  2, 3,  5,  7,  9,  and 11 of the
registrant's  1995 Restated  Bylaws,  as amended,  incorporated  by reference to
Exhibit 3.1 to the  registrant's  Quarterly  Report on Form 10-Q for the quarter
ended December 31, 2000.

     4.2 Rights  Agreement dated as of May 18, 1995,  between the registrant and
U.S.   Stock  Transfer   Corporation  as  Rights  Agent  ("Rights   Agreement"),
incorporated  by reference to Exhibit 4 to the  registrant's  current  Report on
Form 8-K filed June 5, 1995.

     5   Opinion of Miller  Nash LLP as to the  legality of the  securities
being registered.

     23.1 Consent of KPMG LLP.

     23.2 Consent of Miller Nash LLP (included in Exhibit 5).

     24   Power of attorney of officers and directors.

Other exhibits listed in Item 601 of Regulation S-K are not applicable.


                                     II-6
<PAGE>

                                    Exhibit 5
                                    ---------

                                 Miller Nash LLP
                             3400 U.S. Bancorp Tower
                              111 S.W. Fifth Avenue
                           Portland, Oregon 97204-3699
                                 (503) 224-5858
                               (503) 224-0155 fax

                                November 25, 2003

Rentrak Corporation
One Airport Center
7700 N.E. Ambassador Place
Portland, Oregon  97220

              Subject:     Registration Statement on Form S-8 Relating to the
                           1997 Equity Participation Plan

Gentlemen:

                  Reference  is made to the  Registration  Statement on Form S-8
("Registration  Statement")  to be  filed  by  Rentrak  Corporation,  an  Oregon
corporation  ("Company"),  with the Securities  and Exchange  Commission for the
purpose  of  registering  under the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), an aggregate of 975,000 shares of the Company's Common Stock,
par value $0.001 per share  ("Common  Stock"),  to be issued under the Company's
1997 Equity  Participation  Plan (the  "Plan"),  together with options and other
rights relating thereto.

                  We have examined  originals or copies,  certified or otherwise
identified to our  satisfaction,  of such  corporate  records,  certificates  of
public officials, and other documents as we have deemed necessary or relevant as
a basis for the opinion set forth herein.

                  Based on the foregoing, it is our opinion that:

                  1.  The  Plan  has  been  duly  adopted  and  approved  by all
necessary  corporate  action and, when options relating to the 975,000 shares of
Common Stock  referred to above are granted in  accordance  with the Plan,  such
options have or will have been legally issued.

                  2.  When  shares of Common  Stock are  issued  and sold by the
Company  upon  exercise  of  options  duly  granted  under  the Plan  while  the
Registration  Statement is effective,  and the Company receives payment for such
shares to the extent and in the manner required by the Plan, such shares will be
legally issued, fully paid, and nonassessable.

<PAGE>

                  We consent to the use of this opinion in the Registration
Statement and in any amendments thereof. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.

                                                   Very truly yours,

                                                   /s/ MILLER NASH LLP


<PAGE>

                                                             Exhibit 23.1
                                                             ------------


                     Consent of Independent Public Auditors

We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8 of Rentrak  Corporation to register  shares for the Rentrak 1997 Equity
Participation  Plan of our  report  dated  June 9,  2003,  with  respect  to the
consolidated  balance sheets of Rentrak Corporation and subsidiaries as of March
31,  2003 and 2002,  and the  related  consolidated  statements  of  operations,
stockholders'  equity,  and  cash  flows  and the  related  financial  statement
schedule  for each of the years in the  three-year  period ended March 31, 2003,
which report appears in the annual report on Form 10-K of Rentrak Corporation.


/s/ KPMG LLP
-----------------

Portland, Oregon
November 25, 2003

<PAGE>


                                                                 Exhibit 24

                                POWER OF ATTORNEY

Each person whose  signature  appears  below  designates  and  appoints  PAUL A.
ROSENBAUM  and  MARK L.  THOENES,  and  either  of them,  his  true  and  lawful
attorneys-in-fact and agents to sign a registration  statement on Form S-8 to be
filed by Rentrak  Corporation,  an Oregon  corporation,  with the Securities and
Exchange  Commission  under the  Securities  Act of 1933,  as  amended,  for the
purpose of  registering  975,000  additional  shares of common  stock of Rentrak
Corporation,  and  options  and  other  rights  relating  thereto,  to be issued
pursuant to the Rentrak  Corporation 1997 Equity  Participation  Plan,  together
with  any  and  all  amendments  (including  post-effective  amendments)  to the
registration  statement.  Each person whose signature  appears below also grants
full  power and  authority  to these  attorneys-in-fact  and  agents to take any
action and execute any  instruments  that they deem  necessary  or  desirable in
connection  with the preparation and filing of the  registration  statement,  as
fully as he could do in person,  hereby  ratifying and  confirming  all that the
attorneys-in-fact and agents or their substitutes may lawfully do or cause to be
done.

IN WITNESS  WHEREOF,  this power of  attorney  has been  executed by each of the
undersigned as of the 17th day of November, 2003.

Signature                               Title
----------                              --------


/s/ PAUL A. ROSENBAUM                   Chairman and Chief Executive Officer
---------------------------             and Director (Principal Executive
Paul A. Rosenbaum                       Officer)


/s/ MARK L. THOENES                     Senior Vice President and Chief
---------------------------             Financial Officer (Principal Financial
Mark L. Thoenes                         and Accounting Officer)


/s/ CECIL D. ANDRUS                     Director
------------------------------------
Cecil D. Andrus


/s/ GEORGE H. KUPER                     Director
---------------------------
George H. Kuper


/s/ JOON S. MOON                        Director
---------------------------
Joon S. Moon


/s/ JAMES G. PETCOFF                    Director
---------------------------
James G. Petcoff


/s/ STANFORD C. STODDARD                Director
------------------------
Stanford C. Stoddard


<PAGE>
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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 of incorporation)     (I.R.S. Employer Identification No.)

                 One Airport Center
             7700 N.E. Ambassador Place
                  Portland, Oregon                                97220
      (Address of principal executive offices)                 (Zip code)

            THE 1997 EQUITY PARTICIPATION PLAN OF RENTRAK CORPORATION
                            (Full title of the plan)

                                Paul A. Rosenbaum
                      Chairman and Chief Executive Officer
                               Rentrak Corporation
                               One Airport Center
                           7700 N.E. Ambassador Place
                             Portland, Oregon 97220
                            Telephone: (503) 284-7581
          (Name and address and telephone number of agent for service)
================================== ================ ====================== ======================= ==================
                                         CALCULATION OF REGISTRATION FEE
================================== ================ ====================== ======================= ==================

                                                      Proposed Maximum        Proposed Maximum
Title of Securities                 Amount to be       Offering Price            Aggregate            Amount of
to be Registered                   Registered (1)         Per Share            Offering Price      Registration Fee
---------------------------------- ---------------- ---------------------- ----------------------- ------------------

Common Stock, par value $0.001
per share, and options and other   975,000 shares            (2)               $5,455,262 (2)            $442
rights related thereto

Preferred Share Purchase Rights
                                   975,000 rights            (3)                    (3)                   (3)

================================== ================ ====================== ======================= ==================
(1)  Pursuant to Rule 416 under the Securities Act of 1933, this registration
     statement also covers an indeterminate number of additional shares reserved
     for issuance  under the 1997 Equity  Participation  Plan as a result of any
     future  stock  split,   stock  dividend,   or  similar  adjustment  of  the
     outstanding Common Stock.

(2)  Pursuant to Rule 457(h), the proposed maximum aggregate offering price
     and  the  registration  fee  have  been  computed  based  on the sum of (a)
     ($2,121,832,  which  represents  the  aggregate  purchase  price of 552,512
     shares  of Common  Stock of  Rentrak  Corporation  subject  to  outstanding
     options and (b)  $3,333,430,  which  represents  the fair  market  value of
     422,488  shares  of  Common  Stock  of  Rentrak  Corporation  as  to  which
     additional  options or other awards may be granted.  The latter  figure was
     calculated  on the basis of the  average of the high and low sales  prices,
     $7.79,  reported for the Common Stock on the Nasdaq  National Market System
     on November 24, 2003.

(3)  Rights are attached to and trade with the Common Stock of Rentrak
     Corporation.  The value attributable to such R-ights,  if any, is reflected
     in the market price of the Common Stock.
     -----------------------------------------------------------------------------
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents filed by the registrant with the
Securities and Exchange Commission are incorporated by reference in this
registration statement:

                  (a) The registrant's annual report on Form 10-K for the fiscal
year ended March 31, 2003.

                  (b) The  registrant's  quarterly  reports on Form 10-Q for the
quarters ended June 30, 2003 and September 30, 2003.

                  (c) The registrant's  current report on Form 8-K filed on June
25, 2003 (except as provided in Item 9 thereof).

                  (d) Description of the registrant's  Common Stock contained in
a Registration  Statement on Form 8-A, as  supplemented  by the  description set
forth in  Exhibit  99 to the  registrant's  annual  report  on Form 10-K for the
fiscal year ended March 31, 2001.

                  All  documents  filed by the  registrant  subsequent  to those
listed above pursuant to Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange  Act of 1934,  as  amended,  prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered 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.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  ORS 60.367,  a section of the Oregon Business  Corporation Act
(the "Act"), provides that any director held liable for an unlawful distribution
in  violation  of ORS 60.367 is  entitled to  contribution  from (i) every other
director who voted for or assented to the  distribution  without  complying with
the applicable  statutory standards of conduct and (ii) each shareholder for the
amount the shareholder  accepted  knowing the distribution was made in violation
of the Act or the corporation's articles of incorporation.

                  Article  VIII,  Section  2, of the  registrant's  Amended  and
Restated  Articles  of  Incorporation  ("Article  VIII")  and  Article 10 of the
registrant's  Restated Bylaws, as amended ("Article 10"), require the registrant
to indemnify officers,  directors and employees to the fullest extent authorized
by 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.

                                     II-1
Indemnification is granted with 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 attorney 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
registrant,  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 registrant against the expenses  (including
attorney  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  registrant.  No right of indemnity is granted if the person is
adjudged liable to the registrant, 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  includes  the right to be paid by the
registrant  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 registrant 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
registrant  for payment and the  registrant  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  registrant  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 also  provides for the  elimination  of personal
liability  of  directors  to the  registrant  or its  shareholders  for monetary
damages for conduct as a director to the full extent permitted by the Act. Under
Section  60.047  of the Act,  a  corporation  may not  eliminate  or  limit  the
liability of a director for: (i) any breach of the director's duty of loyalty to
the corporation or its shareholders, (ii) acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) any
unlawful  distribution  under Section 60.367 of the Act, or (iv) any transaction
from which the director derived an improper personal benefit.

                  Article  VIII and Article 10 provide that the  registrant  may
maintain insurance to protect itself and its directors,  officers,  employees or
agents against any expense,  liability or loss whether or not the registrant has
the power to indemnify such person against such expense, liability or loss under
Oregon law. The  registrant  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.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

                                      II-2
Item 8.           Exhibits.

                  The Index to Exhibits  listing the  exhibits  required by Item
601 of Regulation S-K is located on page II-6.

Item 9.           Undertakings.

                  (a) The undersigned 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 ("Securities Act");

                         (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;

                         (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) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  ("Exchange  Act")  that are  incorporated  by
reference in the registration statement.

                         (2) That, for the purpose of determining  any liability
       under the Securities  Act, 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.

                         (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, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  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 may be permitted to directors,  officers,  and  controlling
persons of the registrant  pursuant to the provisions  described in Item 6 above
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  Securities  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

                                    II-3
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
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.

                                    II-4
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, as of the 25th day of
November, 2003.

                                           RENTRAK CORPORATION
                                           (Registrant)

                                           By:  /s/ PAUL A. ROSENBAUM
                                           ---------------------------
                                           Paul A. Rosenbaum
                                           Chairman and Chief Executive Officer

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated as of the 25th day of November, 2003.

            Signature                                      Title
PRINCIPAL EXECUTIVE OFFICER AND
DIRECTOR:

/s/ PAUL A. ROSENBAUM
---------------------
Paul A. Rosenbaum                             Chairman and Chief Executive
                                              Officer and Director

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/ MARK L. THOENES
Mark L. Thoenes                               Senior Vice President and Chief
                                              Financial Officer

A MAJORITY OF THE BOARD OF
DIRECTORS:

CECIL D. ANDRUS*                              Director
GEORGE H. KUPER*                              Director
JOON S. MOON*                                 Director
JAMES G. PETCOFF*                             Director
STANFORD C. STODDARD*                         Director

*By  /s/ MARK L. THOENES
    --------------------
    Mark L. Thoenes, Attorney-in-Fact

                                      II-5
INDEX TO EXHIBITS

     4.1 Instruments defining the rights of security holders. See Article III of
the registrant's Amended and Restated Articles of Incorporation, incorporated by
reference to the  registrant's  Form S-3  Registration  Statement (No.  33-8511)
filed  on  November  21,  1994,  and  Articles  2, 3,  5,  7,  9,  and 11 of the
registrant's  1995 Restated  Bylaws,  as amended,  incorporated  by reference to
Exhibit 3.1 to the  registrant's  Quarterly  Report on Form 10-Q for the quarter
ended December 31, 2000.

     4.2 Rights  Agreement dated as of May 18, 1995,  between the registrant and
U.S.   Stock  Transfer   Corporation  as  Rights  Agent  ("Rights   Agreement"),
incorporated  by reference to Exhibit 4 to the  registrant's  current  Report on
Form 8-K filed June 5, 1995.

     5   Opinion of Miller  Nash LLP as to the  legality of the  securities
being registered.

     23.1 Consent of KPMG LLP.

     23.2 Consent of Miller Nash LLP (included in Exhibit 5).

     24   Power of attorney of officers and directors.

Other exhibits listed in Item 601 of Regulation S-K are not applicable.

                                     II-6
Exhibit 5
                                    ---------

                                 Miller Nash LLP
                             3400 U.S. Bancorp Tower
                              111 S.W. Fifth Avenue
                           Portland, Oregon 97204-3699
                                 (503) 224-5858
                               (503) 224-0155 fax

                                November 25, 2003

Rentrak Corporation
One Airport Center
7700 N.E. Ambassador Place
Portland, Oregon  97220

              Subject:     Registration Statement on Form S-8 Relating to the
                           1997 Equity Participation Plan

Gentlemen:

                  Reference  is made to the  Registration  Statement on Form S-8
("Registration  Statement")  to be  filed  by  Rentrak  Corporation,  an  Oregon
corporation  ("Company"),  with the Securities  and Exchange  Commission for the
purpose  of  registering  under the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), an aggregate of 975,000 shares of the Company's Common Stock,
par value $0.001 per share  ("Common  Stock"),  to be issued under the Company's
1997 Equity  Participation  Plan (the  "Plan"),  together with options and other
rights relating thereto.

                  We have examined  originals or copies,  certified or otherwise
identified to our  satisfaction,  of such  corporate  records,  certificates  of
public officials, and other documents as we have deemed necessary or relevant as
a basis for the opinion set forth herein.

                  Based on the foregoing, it is our opinion that:

                  1.  The  Plan  has  been  duly  adopted  and  approved  by all
necessary  corporate  action and, when options relating to the 975,000 shares of
Common Stock  referred to above are granted in  accordance  with the Plan,  such
options have or will have been legally issued.

                  2.  When  shares of Common  Stock are  issued  and sold by the
Company  upon  exercise  of  options  duly  granted  under  the Plan  while  the
Registration  Statement is effective,  and the Company receives payment for such
shares to the extent and in the manner required by the Plan, such shares will be
legally issued, fully paid, and nonassessable.
We consent to the use of this opinion in the Registration
Statement and in any amendments thereof. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.

                                                   Very truly yours,

                                                   /s/ MILLER NASH LLP
Exhibit 23.1
                                                             ------------

                     Consent of Independent Public Auditors

We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8 of Rentrak  Corporation to register  shares for the Rentrak 1997 Equity
Participation  Plan of our  report  dated  June 9,  2003,  with  respect  to the
consolidated  balance sheets of Rentrak Corporation and subsidiaries as of March
31,  2003 and 2002,  and the  related  consolidated  statements  of  operations,
stockholders'  equity,  and  cash  flows  and the  related  financial  statement
schedule  for each of the years in the  three-year  period ended March 31, 2003,
which report appears in the annual report on Form 10-K of Rentrak Corporation.

/s/ KPMG LLP
-----------------

Portland, Oregon
November 25, 2003
Exhibit 24

                                POWER OF ATTORNEY

Each person whose  signature  appears  below  designates  and  appoints  PAUL A.
ROSENBAUM  and  MARK L.  THOENES,  and  either  of them,  his  true  and  lawful
attorneys-in-fact and agents to sign a registration  statement on Form S-8 to be
filed by Rentrak  Corporation,  an Oregon  corporation,  with the Securities and
Exchange  Commission  under the  Securities  Act of 1933,  as  amended,  for the
purpose of  registering  975,000  additional  shares of common  stock of Rentrak
Corporation,  and  options  and  other  rights  relating  thereto,  to be issued
pursuant to the Rentrak  Corporation 1997 Equity  Participation  Plan,  together
with  any  and  all  amendments  (including  post-effective  amendments)  to the
registration  statement.  Each person whose signature  appears below also grants
full  power and  authority  to these  attorneys-in-fact  and  agents to take any
action and execute any  instruments  that they deem  necessary  or  desirable in
connection  with the preparation and filing of the  registration  statement,  as
fully as he could do in person,  hereby  ratifying and  confirming  all that the
attorneys-in-fact and agents or their substitutes may lawfully do or cause to be
done.

IN WITNESS  WHEREOF,  this power of  attorney  has been  executed by each of the
undersigned as of the 17th day of November, 2003.

Signature                               Title
----------                              --------

/s/ PAUL A. ROSENBAUM                   Chairman and Chief Executive Officer
---------------------------             and Director (Principal Executive
Paul A. Rosenbaum                       Officer)

/s/ MARK L. THOENES                     Senior Vice President and Chief
---------------------------             Financial Officer (Principal Financial
Mark L. Thoenes                         and Accounting Officer)

/s/ CECIL D. ANDRUS                     Director
------------------------------------
Cecil D. Andrus

/s/ GEORGE H. KUPER                     Director
---------------------------
George H. Kuper

/s/ JOON S. MOON                        Director
---------------------------
Joon S. Moon

/s/ JAMES G. PETCOFF                    Director
---------------------------
James G. Petcoff

/s/ STANFORD C. STODDARD                Director
------------------------
Stanford C. Stoddard