UNITED STATES
                       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):

                                October 28, 2004

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

                                     Oregon
                 (State or other jurisdiction of incorporation)

        0-15159                                           93-0780536
(Commission File Number)                       (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

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))







ITEM 4.01  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On October 28, 2004, Rentrak  Corporation  ("Rentrak") engaged the firm of Grant
Thornton LLP ("Grant Thornton") to audit Rentrak's  financial  statements as its
new principal  independent  auditors.  The Audit Committee of Rentrak's Board of
Directors directed the process of review of candidate  accounting firms and made
the final decision to engage Grant Thornton.

During Rentrak's two most recent fiscal years, and the subsequent interim period
prior to engaging  Grant  Thornton,  Rentrak did not consult with Grant Thornton
regarding  (1)  the   application   of  accounting   principles  to  a  specific
transaction,  whether completed or proposed,  (2) the type of audit opinion that
might be rendered  with respect to  Rentrak's  financial  statements  or (3) any
matter that was either the subject of a "disagreement"  or a "reportable  event"
(as such terms are defined in Item 304(a)(1)(iv) and (v) of Registration S-K).

                                    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:  October 29, 2004            By:  /s/ Mark L. Thoenes
                                         --------------------------------------
                                         Mark L. Thoenes
                                         Senior Vice President and
                                         Chief Financial Officer