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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), and (d) and AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)
                              (Amendment No. 1)1

                               Rentrak Corporation
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                                (Name of Issuer)

                          Common Stock, $.001 par value
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                         (Title of Class of Securities)

                                   760174 10 2
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                                 (CUSIP Number)

                                December 31, 2001
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             (Date of Event Which Requires Filing of this Statement)


Check  appropriate  box to designate the rule pursuant to which this Schedule is
filed:


    [   ]  Rule 13d-1(b)

    [ X ]  Rule 13d-1(c)

    [   ]  Rule 13d-1(d)


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     1The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall to all other provisions of the Act (however, see the Notes).



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CUSIP NO. 760174 10 2                                    Page  2  of  6   Pages
          -----------                                         --      -
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1                              NAME OF REPORTING PERSON
                               S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                               (ENTITIES ONLY)

                               Neil Gagnon
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2                              CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                            (a) [   ]
                                                            (b) [ X ]
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3                              SEC USE ONLY

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4                              CITIZENSHIP OR PLACE OF ORGANIZATION

                               United States of America
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                       5       SOLE VOTING POWER

                               190,330
                       ---------------------------------------------------------
      NUMBER OF        6              SHARED VOTING POWER
       SHARES
    BENEFICIALLY                      145,030
      OWNED BY         ---------------------------------------------------------
        EACH           7              SOLE DISPOSITIVE POWER
      REPORTING
       PERSON                         165,155
        WITH           ---------------------------------------------------------
                       8              SHARED DISPOSITIVE POWER

                                      484,494
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9                      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
                       REPORTING PERSON

                       674,824
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10                     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
                       CERTAIN SHARES* [   ]
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11                     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                       7.0%
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12                     TYPE OF REPORTING PERSON*

                       IN
--------------------------------------------------------------------------------
                      *SEE INSTRUCTION BEFORE FILLING OUT!




Item 1(a)    Name of Issuer:

     Rentrak Corporation

Item 1(b)    Address of Issuer's Principal Executive Offices:

     7700 N.E. Ambassador Place
     Portland, Oregon 97220

Item 2(a)    Name of Person Filing:

     Neil Gagnon

Item 2(b)    Address of Principal Business Office or, if none, Residence:

     1370 Avenue of the Americas
     Suite 2002
     New York, NY 10019

Item 2(c)    Citizenship:

     United States of America

Item 2(d)    Title of Class of Securities:

     Common Shares, par value $.001 per share

Item 2(e) CUSIP Number:

     760174 10 2

Item 3     Type of Reporting Person:

     Not Applicable

Item 4   Ownership.

Item 4(a)    Amount Beneficially Owned:

     As of December 31, 2001, Neil Gagnon  beneficially  owned 674,824 shares of
Common Stock of Rentrak  Corporation,  which amount  includes (i) 165,155 shares
beneficially  owned by Mr. Gagnon over which he has voting and dispostive power;
(ii) 25,175 shares beneficially owned by Mr. Gagnon over which he has voting but
not dispositve power; (iii) 66,825 shares beneficially owned by Lois Gagnon, Mr.
Gagnon's  wife;  (iv)  27,545  shares  held by the Lois E.  and  Neil E.  Gagnon



Foundation  (the  "Foundation"),  of which Mr.  Gagnon is a trustee;  (v) 20,425
shares held by the Gagnon Family  Limited  Partnership  (the  "Partnership")  of
which  Mr.  Gagnon  is  a  partner;  (vi)  13,975  shares  held  by  the  Gagnon
Grandchildren  Trust (the "Trust") over which Mr. Gagnon has dispositive but not
voting  power;  (vii) 30,235 shares held by a hedge fund (of which Mr. Gagnon is
the  principal)  over which Mr. Gagnon has  dispositive  and voting  power;  and
(viii)  325,489 shares held for certain  customers of Gagnon  Securities LLC (of
which Mr.  Gagnon is the  Managing  Member and the  principal  owner) over which
shares Mr. Gagnon has dispositive but not voting power.

Item 4(b)    Percent of Class:

     7.0%  beneficially  owned  by Mr.  Gagnon.  Calculation  of  percentage  of
beneficial  ownership  is based on  9,668,771  shares of Issuer's  Common  Stock
outstanding  on October  31,  2001 as  reported  by the Issuer in its  Quarterly
Report filed on Form 10-Q for the period ended September 30 2001.

Item 4(c) Number of shares as to which such person has:

     (i) sole power to vote or to direct the vote: 190,330

     (ii) shared power to vote or to direct the vote: 145,030

     (iii) sole power to dispose or to direct the disposition of: 165,155

     (iv) shared power to dispose or to direct the disposition of: 484,494

Items 5-9. Not applicable.

     Filing of this  statement  by the  Reporting  Person shall not be deemed an
admission that he  beneficially  owns the securities  reported herein as held in
customer accounts at Gagnon Securities LLC or by the Foundation, the Partnership
or the  Trust.  Mr.  Gagnon  expressly  disclaims  beneficial  ownership  of all
securities held in such customer accounts or by the Foundation,  the Partnership
or the Trust. No single client's  interest as reported in the customer  accounts
at Gagnon Securities LLC exceeds 5% of the outstanding Common Stock.

Item 10   Certification.

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred  to above were not  acquired  and are not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.




                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

                                                          December 19, 2002
                                                          ----------------------
                                                          Date

                                                          /s/ Neil Gagnon
                                                          ----------------------
                                                          Neil Gagnon