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):

                                February 12, 2004


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

                 (State or other jurisdiction of incorporation)

                                (SEC 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

Item 12.  Results of Operations and Financial Condition.

               On  February  12,  2004,  the  Company  issued  a  press  release
announcing its financial results for the third fiscal quarter ended December 31,
2003. This discussion, as well as the press release furnished as Exhibit 99.1 to
this  report,  shall not be deemed  "filed"  for  purposes  of Section 18 of the
Securities Exchange Act of 1934 or incorporated by reference in any filing under
the Securities Act of 1933.


               99.1 Press release dated  February 12, 2004,  with respect to the
Company's financial results for the quarter ended December 31, 2003.


               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:  February 12, 2004                   By:
                                                 Mark L. Thoenes
                                                 Chief Financial Officer