8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                        Date of Report (Date of earliest
                                event reported):

                                   May 9, 2002

                                 ---------------


                               RENTRAK CORPORATION
               (Exact name of registrant as specified in charter)

                                     Oregon
                 (State or other jurisdiction of incorporation)

                                     0-15159
                                (SEC File Number)

                                   93-0780536
                        (IRS Employer Identification No.)

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

              Registrant's telephone number, including area code:(503) 284-7581




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Item 4. Changes in Registrant's Certifying Accountant.

On May 9, 2002,  due to the closure of the  Portland,  Oregon,  office of Arthur
Andersen  LLP  and  based  on a  recommendation  of  the  Audit  Committee,  the
registrant's Board of Directors approved the dismissal of Arthur Andersen LLP as
its  independent  public  accountants.  Arthur  Andersen  LLP's  reports  on the
consolidated  financial  statements of Rentrak  Corporation and subsidiaries for
the fiscal  years ended March 31, 2000,  and March 31, 2001,  did not contain an
adverse  opinion or  disclaimer of opinion and were not qualified or modified as
to uncertainty,  audit scope or accounting principles.  Since March 31, 1999, we
have not had any  disagreements  with  Arthur  Andersen  LLP on any  matters  of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedure,  or any reportable events as defined under Item 304(a)(1)(v)
of Regulation S-K promulgated by the Securities and Exchange Commission.

A copy of a letter  addressed to the  Securities  and Exchange  Commission  from
Arthur Andersen LLP stating that it agrees with the above statements is attached
as Exhibit 16.

Also on May 9, 2002,  based upon a  recommendation  of the Audit  Committee  and
approval  of the  Board of  Directors,  the firm of KPMG LLP was  engaged  to be
Rentrak Corporation's  independent public accountants.  Since March 31, 1999, we
have not  consulted  KPMG LLP with  respect  to the  application  of  accounting
principles to a specified transaction, either completed or proposed, or the type
of audit  opinion  that  might  be  rendered  on our  financial  statements,  or
concerning any disagreement or reportable event with Arthur Andersen LLP.

Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits.

Exhibits:

16 - Letter re: change in certifying accountant




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                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                   RENTRAK CORPORATION


Dated:  May 10, 2002               By: /s/ Mark L. Thoenes
                                   ---------------------------------------------
                                   Title:  Chief Financial Officer

EX-16

May 10, 2002




Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sir/Madam:

We have read Item 4 included in the Form 8-K dated May 10, 2002 of Rentrak
Corporation to be filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.

Very truly yours,

/s/ Arthur Andersen LLP
- -----------------------
Arthur Andersen LLP

cc: Mr.Mark Thoenes
    Chief Financial Officer
    Rentrak Corporation