As filed with the Securities and Exchange Commission on June 5, 1997

                                    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                          (IRS Employer
ofincorporation or organization)                      Identification Number)

                            One Airport Center    
                        7700 N.E. Ambassador Place
                              Portland, OR 97220
                               (503) 284-7581
                   (Address of principal executive offices)
                             ____________________

The1997 Non-Officer Employee Stock Option 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

<TABLE>
<CAPTION>
Title of       Amount      Proposed      Proposed    Amount of       
Securities     To Be       Maximum       Maximum     Registration      
To Be          Registered  Offering      Aggregate   Fee
Registered                 Price Per     Offering    
                           Share(1)      Price(1)    
<S>            <C>         <C>           <C>         <C>
Common         200,000     $3.281        $656,250    $198.86             
Stock,         shares
par value                                           
$0.001                                                   
per share                                                 

Preferred      200,000     (2)           (2)         $
Share          rights
Purchase
Rights(2)

(1)Estimated solely for the purpose of computing the
   registration fee, based on the average of the high and low
   prices for the Common Stock as reported on the Nasdaq
   National Market System on May 29, 1997.

(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.
</TABLE>

                             PART I

Item 1.  Plan Information

         Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan AnnualInformation

         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  Registrant's Annual Report on Form 10-K  for
          the fiscal year ended March 31, 1996 (the "1996 Rentrak
          Form 10-K");

          (b)   The  portions of the Registrant's Proxy Statement
          on  Schedule  14A dated July 11, 1996  that  have  been
          incorporated by reference into the 1996 Rentrak Form 10-
          K;

          (c)   Quarterly Reports on Form 10-Q dated February 13,
          1997, November 13, 1996 and August 12, 1996.

          (d)  Current Reports on Form 8-K dated January 2, 1997,
          December 10, 1996 and April 2, 1996; and

          (e)   Description  of  the  Registrant'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 Non-Officer Employee Stock  Option
                    Plan of Rentrak Corporation.

              4.2   Form of stock option agreement for use  with
                    The 1997 Non-Officer Employee Stock Option Plan  of
                    Rentrak Corporation.

              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 5th day of  June,
1997.


                              RENTRAK CORPORATION

                              By  /s/ F. Kim Cox

                              F. Kim Cox
                              Executive Vice President/ChiefFinancial 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                                    April 11
                            President and Chief   ____________, 1997
Ron Berger                  Executive Officer and
                            Chairman of the Board
/s/ F. Kim Cox                                    April 11
                            Executive Vice President/____________, 1997
F. Kim Cox                  Chief Financial Officer

/s/ Peter Dal Bianco                              April 10
                            Director              ____________, 1997
Peter Dal Bianco

/s/ James Jimirro                                 April 10
                            Director              ____________, 1997
James Jimirro

/s/ Bill LeVine                                   April 10
                            Director              ____________, 1997
Bill LeVine

/s/ Muneaki Masuda                                April 23
                            Director              ____________, 1997
Muneaki Masuda

/s/ Steve Roberts                                 April 10
                            Director              ____________, 1997
Stephen Roberts

/s/ Herbert M. Fischer                            April 23
                            Director              ____________, 1997
Herbert M. Fischer
                           EXHIBIT INDEX


  Exhibit
  Number      Description

   4.1        The 1997 Non-Officer Employee Stock Option
              Plan of Rentrak Corporation.

   4.2        Form of stock option agreement under The
              1997 Non-Officer Employee Stock Option Plan of
              Rentrak Corporation.

   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": 18638}]
{"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": "333-28565", "film-number": "97619771"}, "business-address": {"street1": "7227 NE 55TH  AVENUE", "city": "PORTLAND", "state": "OR", "zip": "97218", "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 June 5, 1997

                                    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                          (IRS Employer
ofincorporation or organization)                      Identification Number)

                            One Airport Center    
                        7700 N.E. Ambassador Place
                              Portland, OR 97220
                               (503) 284-7581
                   (Address of principal executive offices)
                             ____________________

The1997 Non-Officer Employee Stock Option 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       Amount      Proposed      Proposed    Amount of       
Securities     To Be       Maximum       Maximum     Registration      
To Be          Registered  Offering      Aggregate   Fee
Registered                 Price Per     Offering    
                           Share(1)      Price(1)
Common         200,000     $3.281        $656,250    $198.86             
Stock,         shares
par value                                           
$0.001                                                   
per share                                                 

Preferred      200,000     (2)           (2)         $
Share          rights
Purchase
Rights(2)

(1)Estimated solely for the purpose of computing the
   registration fee, based on the average of the high and low
   prices for the Common Stock as reported on the Nasdaq
   National Market System on May 29, 1997.

(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 AnnualInformation

         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  Registrant's Annual Report on Form 10-K  for
          the fiscal year ended March 31, 1996 (the "1996 Rentrak
          Form 10-K");

          (b)   The  portions of the Registrant's Proxy Statement
          on  Schedule  14A dated July 11, 1996  that  have  been
          incorporated by reference into the 1996 Rentrak Form 10-
          K;

          (c)   Quarterly Reports on Form 10-Q dated February 13,
          1997, November 13, 1996 and August 12, 1996.

          (d)  Current Reports on Form 8-K dated January 2, 1997,
          December 10, 1996 and April 2, 1996; and

          (e)   Description  of  the  Registrant'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 Non-Officer Employee Stock  Option
                    Plan of Rentrak Corporation.

              4.2   Form of stock option agreement for use  with
                    The 1997 Non-Officer Employee Stock Option Plan  of
                    Rentrak Corporation.

              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 5th day of  June,
1997.

                              RENTRAK CORPORATION

                              By  /s/ F. Kim Cox

                              F. Kim Cox
                              Executive Vice President/ChiefFinancial 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                                    April 11
                            President and Chief   ____________, 1997
Ron Berger                  Executive Officer and
                            Chairman of the Board
/s/ F. Kim Cox                                    April 11
                            Executive Vice President/____________, 1997
F. Kim Cox                  Chief Financial Officer

/s/ Peter Dal Bianco                              April 10
                            Director              ____________, 1997
Peter Dal Bianco

/s/ James Jimirro                                 April 10
                            Director              ____________, 1997
James Jimirro

/s/ Bill LeVine                                   April 10
                            Director              ____________, 1997
Bill LeVine

/s/ Muneaki Masuda                                April 23
                            Director              ____________, 1997
Muneaki Masuda

/s/ Steve Roberts                                 April 10
                            Director              ____________, 1997
Stephen Roberts

/s/ Herbert M. Fischer                            April 23
                            Director              ____________, 1997
Herbert M. Fischer
                           EXHIBIT INDEX

  Exhibit
  Number      Description

   4.1        The 1997 Non-Officer Employee Stock Option
              Plan of Rentrak Corporation.

   4.2        Form of stock option agreement under The
              1997 Non-Officer Employee Stock Option Plan of
              Rentrak Corporation.

   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).