UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                            SEC File Number: 0-15159

                            CUSIP Number: 760174 10 2

   (Check One): [X]Form 10-K []Form 20-F []Form 11-K []Form 10-Q []Form N-SAR

            []Form N-CSR


For Period Ended: March 31, 2004


[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: __________

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      Nothing in this form shall be construed to imply that the Commission
                 has verified any information contained herein.
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If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates: N/A

PART I -- REGISTRANT INFORMATION

Full Name of Registrant:  Rentrak  Corporation
Former Name if  Applicable:  N/A
Address of Principal  Executive  Office (Street and Number):  7700 NE Ambassador
Place
City, State and Zip Code: Portland, Oregon 97220


PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) [X]






(a)  The reasons  described in reasonable  detail in Part III of this form could
     not be eliminated without unreasonable effort or expense;

(b)  The subject annual report,  semi-annual  report,  transition report on Form
     10-K, Form 20-F,  Form 11-K, Form N-SAR or Form N-CSR, or portion  thereof,
     will be filed  on or  before  the  fifteenth  calendar  day  following  the
     prescribed due date; or the subject  quarterly report or transition  report
     on Form  10-Q,  or  portion  thereof,  will be filed on or before the fifth
     calendar day following the prescribed due date; and

(c)  The accountant's  statement or other exhibit required by Rule 12b-25(c) has
     been attached if applicable.

PART III -- NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR,  N-CSR, or the transition  report or portion thereof,  could not be filed
within the prescribed time period.

Due to the  following,  we are unable to file our Annual Report on Form 10-K for
the year  ended  March 31,  2004  within the  prescribed  time  period  without
unreasonable effort or expense:

Rentrak  Corporation  ("Rentrak") has been unable to complete the preparation of
its  financial  statements  to be included in its Annual Report on Form 10-K for
the  fiscal  year ended  March 31,  2004 (the "Form  10-K") and  related  items,
including our  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations,  Selected  Financial Data,  Controls and Procedures,  and
required   certifications.   The   delay   resulted   from  the   discovery   of
miscalculations,   related  to  guarantee   provisions  in  two  revenue-sharing
agreements that resulted in accounting  errors.  In order to determine the steps
required to correct the errors,  Rentrak spent  significant  additional  time to
reprocess a large volume of data,  analyze the  information  and  determine  the
correct  conclusions.  This effort has delayed its ability to complete  its Form
10-K.  Correction of the errors will require a restatement of Rentrak's  audited
financial statements for the fiscal years ended March 31, 2002 and 2003, as well
as its unaudited  interim  financial  statements for the first three quarters of
fiscal 2004 and fiscal 2003.  Financial results  previously  reported for fiscal
2000 and 2001 have also been updated to address the accounting  errors, in order
to correctly  report these amounts in the Form 10-K.  The delay ensuing from the
identification  of  accounting  errors and resulting  restatements  could not be
eliminated without unreasonable effort or expense.

Rentrak anticipates that the Form 10-K will be filed on or before July 14, 2004.

PART IV-- OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

     Mark   L.   Thoenes            (503)                 284-7581
     -------------------        -----------------     ---------------------
     (Name)                     (Area  Code)            (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s). /X/ Yes / / No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof? /X/ Yes / / No


     If so, attach an explanation of the anticipated  change,  both  narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.


We  estimate  that we will  report  consolidated  net income for fiscal  2004 of
approximately $1.2 million or approximately $0.12 per diluted share, compared to
a  consolidated  net loss in fiscal  2003 of $0.7  million  or $0.7 per  diluted
share, as restated.  We estimate we will report after-tax income from continuing
operations for fiscal 2004 of approximately $1.3 million or approximately  $0.13
per diluted share,  compared to an after-tax loss from continuing  operations in
fiscal 2003 of  approximately  $0.1 million or  approximately  $0.01 per diluted
share,  as  restated.  The  improvement  in fiscal  2004  financial  results  is
primarily  the result of  stronger-than-expected  rental demand for movie titles
covered by new combined  DVD/VHS  revenue-sharing  agreements,  which  primarily
affected our fourth quarter revenues and earnings.




                             Rentrak Corporation
            ---------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date:  June 29, 2004          By:  Rentrak Corporation


                              By: /s/ Mark L. Thoenes
                                  ---------------------
                              Mark L. Thoenes
                              Senior Vice President and Chief Financial Officer
                              (Duly Authorized Officer and Principal Financial
                              and Accounting Officer)