As filed with the Securities and Exchange Commission on October     , 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 otherjurisdiction of One Airport Center          (I.R.S. Employer
incorporation or organization) 7700 N.E.Ambassador Place Identification Number)
                               Portland, OR 97220
                              (503) 284-7581
                  (Address of principal executive offices)
                        ____________________

THE 1997 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

<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
per share           300,000     $5.219       $1,565,700  $474.43
                      shares                                     

Preferred           
Share Purchase
Rights(2)           300,000     (2)          (2)         (2) 
                      shares
 
(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 October 24, 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 II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
              Registration of Additional Securities
                                
     By a Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the "Commission") on June 5,
1997, Registration No. 333-28565 (the "Prior Registration
Statement"), Rentrak Corporation (the "Company") registered
200,000 shares of the Company's Common Stock, par value $.001 per
share (the "Common Stock"), reserved for issuance from time to
time in connection with The 1997 Non-Officer Employee Stock
Option Plan of Rentrak Corporation (the "Plan").  The Plan has
been amended and the number of shares of Common Stock issuable
thereunder has been increased to 500,000.  Under this
Registration Statement, the Company is registering the additional
300,000 shares of Common Stock issuable under the Plan.

Item 3.  Incorporation of Certain Documents by Reference

      The  following documents filed with the Commission  by  the
Company are hereby incorporated by reference in this Registration
Statement:

          (a)   The Company's Registration Statement on Form  S-8
          (Registration No. 333-28565) filed with the  Commission
          on June 5, 1997;

          (b)   The Company's Annual Report on Form 10-K for  the
          fiscal  year ended March 31, 1997 (the "1997  Form  10-
          K");

          (c)   The portions of the Company's Proxy Statement  on
          Schedule  14A  dated  June  25,  1997  that  have  been
          incorporated by reference into the 1997 Form 10-K;

          (d)   The  Company's Quarterly Report on Form 10-Q  for
          the quarterly period ended June 30, 1997; and

          (e)    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.


Item 8.   Exhibits

              Exhibit No.       Description

              4.1    Amendment  to 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).

                           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 28 day of October,
1997.


                              RENTRAK CORPORATION

                              By  s/s F. Kim Cox

                              F. Kim Cox
                              Executive Vice President/ChiefFinancial Officer

      KNOW  ALL  PERSONS  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/s Ron Berger              President and Chief        October 20, 1997
Ron Berger                  Executive Officer and
                            Chairman of the Board

s/s F. Kim Cox              Executive Vice President/  October 20, 1997
F. Kim Cox                  Chief Financial Officer

s/s Peter Dal Bianco        Director                   October 20, 1997
Peter Dal Bianco

s/s James Jimirro           Director                   October 20, 1997
James Jimirro

s/s Bill LeVine             Director                   October 20, 1997
Bill LeVine

s/s Muneaki Masuda          Director                   October 20, 1997
Muneaki Masuda

s/s Stephen Roberts         Director                   October 20, 1997
Stephen Roberts

s/s Herbert M. Fischer      Director                   October 20, 1997
Herbert M. Fischer


                           EXHIBIT INDEX

  Exhibit
  Number            Description

              4.1   Amendment to 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": 9196}]
{"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": "333-39021", "film-number": "97703196"}, "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 October     , 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 otherjurisdiction of One Airport Center          (I.R.S. Employer
incorporation or organization) 7700 N.E.Ambassador Place Identification Number)
                               Portland, OR 97220
                              (503) 284-7581
                  (Address of principal executive offices)
                        ____________________

THE 1997 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                       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
per share           300,000     $5.219       $1,565,700  $474.43
                      shares                                     

Preferred           
Share Purchase
Rights(2)           300,000     (2)          (2)         (2) 
                      shares
 
(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 October 24, 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 II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
              Registration of Additional Securities
                                
     By a Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the "Commission") on June 5,
1997, Registration No. 333-28565 (the "Prior Registration
Statement"), Rentrak Corporation (the "Company") registered
200,000 shares of the Company's Common Stock, par value $.001 per
share (the "Common Stock"), reserved for issuance from time to
time in connection with The 1997 Non-Officer Employee Stock
Option Plan of Rentrak Corporation (the "Plan").  The Plan has
been amended and the number of shares of Common Stock issuable
thereunder has been increased to 500,000.  Under this
Registration Statement, the Company is registering the additional
300,000 shares of Common Stock issuable under the Plan.

Item 3.  Incorporation of Certain Documents by Reference

      The  following documents filed with the Commission  by  the
Company are hereby incorporated by reference in this Registration
Statement:

          (a)   The Company's Registration Statement on Form  S-8
          (Registration No. 333-28565) filed with the  Commission
          on June 5, 1997;

          (b)   The Company's Annual Report on Form 10-K for  the
          fiscal  year ended March 31, 1997 (the "1997  Form  10-
          K");

          (c)   The portions of the Company's Proxy Statement  on
          Schedule  14A  dated  June  25,  1997  that  have  been
          incorporated by reference into the 1997 Form 10-K;

          (d)   The  Company's Quarterly Report on Form 10-Q  for
          the quarterly period ended June 30, 1997; and

          (e)    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.

Item 8.   Exhibits

              Exhibit No.       Description

              4.1    Amendment  to 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).

                           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 28 day of October,
1997.

                              RENTRAK CORPORATION

                              By  s/s F. Kim Cox

                              F. Kim Cox
                              Executive Vice President/ChiefFinancial Officer

      KNOW  ALL  PERSONS  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/s Ron Berger              President and Chief        October 20, 1997
Ron Berger                  Executive Officer and
                            Chairman of the Board

s/s F. Kim Cox              Executive Vice President/  October 20, 1997
F. Kim Cox                  Chief Financial Officer

s/s Peter Dal Bianco        Director                   October 20, 1997
Peter Dal Bianco

s/s James Jimirro           Director                   October 20, 1997
James Jimirro

s/s Bill LeVine             Director                   October 20, 1997
Bill LeVine

s/s Muneaki Masuda          Director                   October 20, 1997
Muneaki Masuda

s/s Stephen Roberts         Director                   October 20, 1997
Stephen Roberts

s/s Herbert M. Fischer      Director                   October 20, 1997
Herbert M. Fischer

                           EXHIBIT INDEX

  Exhibit
  Number            Description

              4.1   Amendment to 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).