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):

                                  April 2, 2001


                               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 2.  Acquisition or Disposition of Assets.

               On April 2, 2001, the registrant  transferred exclusive rights to
implement  its  PPT(R)  system  within  specified  countries  in the  Far  East,
including related trademark and other  intellectual  property rights, to Rentrak
Japan Co., Ltd. ("Rentrak Japan"), which distributes video cassettes,  DVDs, and
video games on a  revenue-sharing  basis  throughout  Japan. In exchange for the
transfer,  Rentrak  Japan  made a lump sum cash  payment  of $5.65  million  and
released certain payment obligations of the registrant totaling $2.1 million. As
a part of the transaction, Rentrak Japan's obligation to pay annual royalties to
the registrant in connection with use of its PPT system was terminated.

               The registrant  concurrently sold to So-Tsu Co., Ltd. ("So-Tsu"),
an entity affiliated with Rentrak Japan,  300,000 shares of Rentrak Japan stock,
or  approximately  5.6  percent of the  outstanding  Rentrak  Japan  shares,  in
exchange for a cash payment of $4.0 million.  The  registrant  also  repurchased
from Rentrak Japan 614,000  shares of the  registrant's  common stock for a cash
payment of $2.4 million,  or $3.875 per share.  The  registrant  repurchased  an
additional 390,000 shares of its common stock for the same price per share, or a
total of $1.5  million,  from  Culture  Convenience  Club Co.,  Ltd.,  an entity
affiliated  with Rentrak Japan.  The registrant  also has the right to, and upon
the  occurrence  of certain  conditions  will be required to, sell its remaining
180,000 shares of Rentrak Japan stock, representing approximately 3.4 percent of
the  outstanding  Rentrak Japan shares,  for a minimum  payment of 1,600 yen per
share (currently  approximately $2.4 million in total).  Finally, the registrant
has agreed to sell to So-Tsu,  and So-Tsu has agreed to  purchase,  1 percent of
the registrant's equity interest in its wholly owned subsidiary  3PF.Com,  Inc.,
for a cash payment of $1 million,  which transaction is expected to be completed
during the registrant's 2001 first fiscal quarter.

               The terms of the transactions  between the registrant and Rentrak
Japan and its affiliates  were  negotiated at arm's length.  Dr. Joon S. Moon, a
director of the registrant,  will receive a fee totaling  approximately $241,500
for his services in negotiating the transaction.  Takaaki Kusaka, Representative
Director  and  President  of  Rentrak  Japan,  resigned  as a  director  of  the
registrant in connection with the transactions described above.

Forward-Looking Statements

               Certain   information   included  in  this   report   constitutes
forward-looking  statements  that  involve a number of risks and  uncertainties.
Forward-looking  statements are identified by the use of  forward-looking  words
such as "may," "will,"  "expects,"  "intends,"  "anticipates,"  "estimates,"  or
"continues"  or  the  negative  thereof  or  variations  thereon  or  comparable
terminology. The following factors are among the factors that could cause actual
results to differ  materially  from the  forward-looking  statements:  Rentrak's
ability  to  continue  to market  the PPT  system  successfully,  the  financial
stability of participating  retailers and their performance of their obligations
under the PPT system,  nonrenewal  or early  termination  of  Rentrak's  line of
credit;  business  conditions  and  growth in the  video  industry  and  general
economic  conditions,  both  domestic and  international;  competitive  factors,
including  increased  competition,  expansion of revenue sharing  programs other
than the PPT system by  program  suppliers,  new  technology  and the  continued
availability of prerecorded  videocassettes from program suppliers. We refer you
to the documents that the registrant files from time to time with the Securities
and  Exchange


Commission,  such as its Forms 10-Q and 10-K, which contain additional important
factors  that  could  cause  its  actual  results  to  differ  from its  current
expectations  and  from  the   forward-looking   statements   contained  in  the
information in this report.

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

        (a)  Not applicable.

        (b)  Not applicable.

        (c)  Exhibits

                Exhibit 2. Agreement  Concerning Changes to Business Cooperation
                Agreement  (Framework)  between  Rentrak  Japan Co.,  Ltd.,  and
                Rentrak Corporation.



               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:  April 17, 2001              By:   /s/ Mark L. Thoenes
                                            Mark L. Thoenes
                                            Chief Financial Officer


                                  EXHIBIT INDEX

2.      Agreement  Concerning  Changes to  Business  Cooperation  Agreement
       (Framework) between Rentrak Japan Co., Ltd. and Rentrak Corporation.