SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                                    FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 For Quarter Ended: December 31, 2003.

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the Transition Period from   to


                         Commission file number: 0-15159

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


OREGON                                               93-0780536
(State or other jurisdiction of                     (IRS Employer
incorporation or organization)                     Identification no.)

7700 NE Ambassador Place, Portland, Oregon              97220
(Address of principal executive offices)              (Zip Code)


       Registrant's telephone number, including area code: (503) 284-7581


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes (x) No ( )

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act) Yes ( ) No ( X )

As of January 31, 2004,  the  Registrant  had  9,709,281  shares of Common Stock
outstanding.


                                       1


PART I - FINANCIAL INFORMATION                                            Page
                                                                        Number


Item 1   Financial Statements

          Condensed Consolidated Balance Sheets as of  December 31, 2003
          and March 31, 2003 (unaudited)                                     3


          Condensed Consolidated Statements of Operations for the
          three-month  periods ended  December 31, 2003 and
          December 31, 2002  (unaudited)                                     5


          Condensed Consolidated Statements of Operations for the nine-month
          periods ended December 31, 2003 and December 31, 2002
          (unaudited)                                                        6

          Condensed Consolidated Statements of Cash Flows for the nine-month
          periods ended  December 31, 2003 and December 31, 2002
         (unaudited)                                                         7

          Notes to Condensed Consolidated Financial Statements               9

Item 2  Management's Discussion and Analysis of Financial
          Condition and Results of Operations                               17

Item 3   Quantitative and Qualitative Disclosures About Market Risk         26

Item 4     Controls and Procedures                                          26


Part II - OTHER INFORMATION


Item 1  Legal Proceedings                                                   27

Item 6 Exhibits and Reports on Form 8-K                                     28

Signature                                                                   29

Exhibit Index                                                               30


                                       2



                               RENTRAK CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                     ASSETS




                                                                                                   (UNAUDITED)
                                                                                        December 31,            March 31,
                                                                                            2003                 2003(1)
                                                                      ---------------------------------------------------------
CURRENT ASSETS:

                                                                                                          
    Cash and cash equivalents                                                       $    6,923,650              $   10,063,541
    Accounts receivable, net of allowance for doubtful
       accounts of $706,966 and $748,139                                                11,476,629                   9,910,532
    Advances to program suppliers                                                        1,685,687                     418,101
    Income tax receivable                                                                  142,803                      81,085
    Deferred tax asset                                                                   3,375,367                   2,796,908
    Other current assets                                                                 1,504,563                   2,226,287

                                                                      ---------------------------------------------------------
    Total current assets                                                                25,108,699                  25,496,454

PROPERTY AND EQUIPMENT, net                                                              2,324,778                   2,404,763
DEFERRED TAX ASSET                                                                         919,392                     894,083
OTHER ASSETS                                                                             1,022,813                   1,931,133

                                                                      ---------------------------------------------------------
          TOTAL ASSETS                                                              $   29,375,682              $   30,726,433
                                                                      =========================================================
(1) Derived from Rentrak's audited consolidated financial statement as of March 31, 2003

                          The accompanying notes are an
                       integral part of these consolidated
                              financial statements.


                                       3



                               RENTRAK CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      LIABILITIES AND STOCKHOLDERS' EQUITY




                                                                                                    (UNAUDITED)
                                                                                        December 31,            March 31,
                                                                                            2003                 2003(1)
                                                                        -------------------------------------------------------

CURRENT LIABILITIES:
                                                                                                          
     Accounts payable                                                                $   11,266,909             $   12,710,999
     Accrued liabilities                                                                    772,276                  1,143,785
     Accrued compensation                                                                   523,501                    610,022
     Deferred revenue                                                                       316,956                    156,692

                                                                        -------------------------------------------------------
          Total current liabilities                                                      12,879,642                 14,621,498
                                                                        -------------------------------------------------------

LONG-TERM LIABILITIES:
     Lease obligations, deferred gain and
        customer deposits                                                                   349,735                    668,039

                                                                        -------------------------------------------------------
          Total long-term liabilities                                                       349,735                    668,039
                                                                        -------------------------------------------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
     Preferred stock, $.001 par value;
       Authorized:  10,000,000 shares, none issued                                                -                          -
     Common stock,  $.001 par value;
     Authorized:  30,000,000 shares
         Issued and outstanding: 9,700,020 shares
         at December 31, 2003 and 9,471,612 at
         March 31, 2003                                                                       9,700                      9,472
     Capital in excess of par value                                                      40,838,794                 39,655,212
     Accumulated other comprehensive income                                                 180,879                    180,879
     Accumulated deficit                                                               (24,883,068)               (24,408,667)
                                                                        -------------------------------------------------------
                                                                                         16,146,305                 15,436,896
                                                                        -------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                           $   29,375,682             $   30,726,433
                                                                        =======================================================

(1) Derived from Rentrak's audited consolidated financial statement as of March 31, 2003

                          The accompanying notes are an
                       integral part of these consolidated
                              financial statements.


                                       4



                               RENTRAK CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                                             (UNAUDITED)
                                                                                   Three Months Ended December 31,
                                                                                2003                             2002
                                                          ------------------------------------------------------------------
                                                                                                     
REVENUES                                                                    $   19,402,730                 $     21,279,830
                                                          ------------------------------------------------------------------
OPERATING COSTS AND EXPENSES:
   Cost of sales                                                                13,995,528                       18,030,371
   Selling, general, and administrative                                          3,960,758                        3,743,390
                                                          ------------------------------------------------------------------
                                                                                17,956,286                       21,773,761
                                                          ------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS                                                    1,446,444                        (493,931)
                                                          ------------------------------------------------------------------
OTHER INCOME (EXPENSE):
   Interest income                                                                  41,025                           11,354
   Interest expense                                                                (2,415)                                -
                                                          ------------------------------------------------------------------
                                                                                    38,610                           11,354
                                                          ------------------------------------------------------------------
INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAX
   PROVISION (BENEFIT)                                                           1,485,054                         (482,577)
INCOME TAX PROVISION (BENEFIT)                                                     563,880                         (183,382)
                                                          ------------------------------------------------------------------
INCOME (LOSS) FROM CONTINUING
    OPERATIONS                                                                     921,174                         (299,195)

LOSS FROM DISCONTINUED
    OPERATIONS, NET OF TAX BENEFIT
    OF $78,850 AND $46,193                                                        (128,649)                         (75,369)
                                                          ------------------------------------------------------------------

NET INCOME (LOSS)                                                            $     792,525                  $      (374,564)
                                                          ==================================================================
NET INCOME (LOSS) PER SHARE:
    Basic:
       Continuing operations                                                 $        0.09                  $         (0.03)
       Discontinued operations                                                       (0.01)                           (0.01)
                                                          ------------------------------------------------------------------
           Total                                                             $        0.08                  $         (0.04)
                                                          ==================================================================
    Diluted:
       Continuing operations                                                 $        0.09                  $         (0.03)
       Discontinued operations                                                       (0.01)                           (0.01)
                                                          ------------------------------------------------------------------
           Total                                                             $        0.08                  $         (0.04)
                                                          ==================================================================

                     The accompanying notes are an integral
                      part of these condensed consolidated
                             financial statements.




                                       5


                               RENTRAK CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                                                (UNAUDITED)
                                                                                      Nine Months Ended December 31,
                                                                                   2003                             2002
                                                           -------------------------------------------------------------------

                                                                                                       
REVENUES                                                                    $     52,362,037                 $     64,481,753

                                                           -------------------------------------------------------------------
OPERATING COSTS AND EXPENSES:
   Cost of sales                                                                  40,358,628                       53,330,943
   Selling, general, and administrative                                           12,714,726                       11,299,645
   Net gain from litigation settlement                                                     -                         (361,847)
                                                           -------------------------------------------------------------------
                                                                                  53,073,354                       64,268,741
                                                           -------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS                                                       (711,317)                         213,012
                                                           -------------------------------------------------------------------
OTHER INCOME (EXPENSE):
   Interest income                                                                   163,892                           82,854
   Interest expense                                                                  (10,240)                               -
                                                           -------------------------------------------------------------------
                                                                                     153,652                           82,854
                                                           -------------------------------------------------------------------
INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAX
   PROVISION (BENEFIT)                                                              (557,665)                         295,866
INCOME TAX PROVISION (BENEFIT)                                                      (211,913)                         112,429
                                                           -------------------------------------------------------------------
INCOME (LOSS) FROM CONTINUING
    OPERATIONS                                                                      (345,752)                         183,437
LOSS FROM DISCONTINUED
    OPERATIONS, NET OF TAX BENEFIT
    OF $78,850 AND $304,367                                                         (128,649)                        (496,599)
                                                           -------------------------------------------------------------------

NET LOSS                                                                   $        (474,401)                $       (313,162)
                                                           ===================================================================
NET INCOME (LOSS) PER SHARE:
    Basic:
       Continuing operations                                               $           (0.04)                $           0.02
       Discontinued operations                                                         (0.01)                           (0.05)
                                                           -------------------------------------------------------------------
           Total                                                           $           (0.05)                $          (0.03)
                                                           ===================================================================
    Diluted:
       Continuing operations                                               $           (0.04)                $           0.02
       Discontinued operations                                                         (0.01)                           (0.05)
                                                           -------------------------------------------------------------------
           Total                                                           $           (0.05)                $          (0.03)
                                                           ===================================================================

                          The accompanying notes are an
                  integral part of these condensed consolidated
                              financial statements.



                                       6



                               RENTRAK CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                        (UNAUDITED)
                                                                               Nine Months Ended December 31,
                                                                      -------------------------------------------------
                                                                               2003                      2002
                                                                      -----------------------    ----------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                                                    
  Net income (loss)                                                            $    (474,401)             $   (313,162)
  Adjustments to reconcile net income (loss) to net cash
      provided by (used in) operating activities:
  Loss on disposal of discontinued operations                                        128,649                   496,599
  Compensation expense related to stock repurchase                                         -                   326,121
  Gain on sale of assets                                                             (94,951)                        -
  Tax benefit from stock option exercise                                             313,007                         -
  Loss on write-down of lease deposit                                                400,000                         -
  Depreciation and amortization                                                      628,848                   817,084
  Amortization of warrants                                                                 -                    45,000
  Recovery of doubtful accounts                                                     (305,767)                 (645,000)
  Deferred income taxes                                                             (603,768)                 (135,480)
  Change in specific accounts:
      Accounts receivable                                                         (1,260,330)                2,171,178
      Advances to program suppliers                                               (1,267,586)                  (42,021)
      Income tax receivable                                                          (61,718)                  (47,628)
      Other assets                                                                   585,912                 2,021,701
      Accounts payable                                                            (1,444,090)               (2,612,178)
      Accrued liabilities & compensation                                            (379,180)                 (491,855)
      Deferred revenue and other liabilities                                        (119,083)                  (28,157)
                                                                      -----------------------    ----------------------
           Net cash provided by (used in) operating activities                    (3,954,458)                1,562,202
                                                                      -----------------------    ----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                             (1,223,810)                 (909,872)
  Proceeds from sale of 3PF assets                                                   800,000                         -
  Repayment of note receivable                                                       273,354                         -
  Disposition (purchase) of other assets                                             133,177                   (97,429)
                                                                      -----------------------    ----------------------
        Net cash used in investing activities                                        (17,279)               (1,007,301)
                                                                      -----------------------    ----------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payment of capital lease obligations                                               (38,957)                  (46,243)
  Repurchases of common stock                                                              -                (2,182,269)
  Issuance of common stock                                                           870,803                   283,593
                                                                      -----------------------    ----------------------
        Net cash provided by (used in) financing activities                          831,846                (1,944,919)
                                                                      -----------------------    ----------------------

NET CASH USED IN CONTINUING OPERATIONS.                                           (3,139,891)               (1,390,018)
NET CASH PROVIDED BY DISCONTINUED OPERATIONS.                                              -                   904,646
DECREASE IN CASH AND CASH EQUIVALENTS                                             (3,139,891)                 (485,372)

CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD                                                                       10,063,541                12,028,684
                                                                      -----------------------    ----------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                     $   6,923,650             $  11,543,312
                                                                      =======================    ======================



                                       7





SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION:

        Cash paid during the period for -
                                                                                                     
        Income taxes, net of refunds received                                    $    61,718               $    66,241
  NON-CASH TRANSACTIONS
         Forgiveness of note receivable in exchange for stock                              -                  (377,565)
         Disposal of property and equipment through finance lease                          -                   900,000



                     The accompanying notes are an integral
                      part of these condensed consolidated
                             financial statements.


                                       8


RENTRAK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A:     Basis of Presentation

The  accompanying  unaudited  Condensed  Consolidated  Financial  Statements  of
RENTRAK CORPORATION (the "Company") have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC). Certain information
and footnote  disclosures  normally included in financial statements prepared in
accordance with accounting  principles  generally  accepted in the United States
have been  condensed  or omitted  pursuant  to such rules and  regulations.  The
results of operations for the three-month and nine-month  periods ended December
31, 2003 are not  necessarily  indicative  of the results to be expected for the
entire fiscal year ending March 31, 2004. The Consolidated  Financial Statements
should be read in conjunction  with the  Consolidated  Financial  Statements and
footnotes thereto included in the Company's 2003 Annual Report to Shareholders.

The  Condensed  Consolidated  Financial  Statements  reflect,  in the opinion of
management,  all  material  adjustments  (which  include  only normal  recurring
adjustments)  necessary to present fairly the Company's  financial  position and
results of operations and cash flows.

The  Condensed  Consolidated  Financial  Statements  include the accounts of the
Company,  its majority owned  subsidiaries,  and those subsidiaries in which the
Company  has a  controlling  interest  after  elimination  of all  inter-company
accounts and  transactions.  Investments in affiliated  companies owned 20 to 50
percent are accounted for on the equity method.

NOTE B:    Net Income (Loss) Per Share

Basic net income  (loss) per common  share is computed  by  dividing  net income
(loss) by the  weighted  average  number of shares of common  stock  outstanding
during the  periods.  Diluted net income  (loss) per common share is computed by
dividing  net  income  (loss) by the  weighted  average  shares of common  stock
outstanding  plus potential common stock arising from dilutive stock options and
warrants.

The weighted average number of shares of common stock and potential common stock
and net income used to compute basic and diluted net income (loss) per share for
the three-month and nine-month periods ended December 31, 2003 and 2002 were as
follows:


                                       9




Note B:    Net Income (loss) Per Share



                                                      3-Months Ended                        9-Months Ended
                                                    December 31, 2003                     December 31, 2003
                                            -----------------------------------   -----------------------------------
                                                 Basic            Diluted              Basic            Diluted
Weighted average number of shares of
    common stock outstanding used to
    compute basic net income (loss)
                                                                                            
    percommon share                            9,630,830          9,630,830           9,563,460         9,563,460

Effect of dilutive stock
    options and warrants                               -            630,426                   -                 -
                                            ----------------- -----------------   ----------------- -----------------

Weighted average number of shares of common
    stock used to compute diluted net
    income (loss) per common share outstanding
    and common stock equivalent                9,630,830         10,261,256           9,563,460         9,563,460
                                            ================= =================   ================= =================

Net income (loss) used in basic and diluted
    net income (loss) per common share:
          Continuing operations              $   921,174     $      921,174       $    (345,752)    $    (345,752)
          Discontinued operations               (128,649)          (128,649)           (128,649)         (128,649)
                                            ----------------- -----------------   ----------------- -----------------

    Net income (loss)                        $   792,525     $      792,525       $    (474,401)    $    (474,401)
                                            ================= =================   ================= =================

Net Income (loss) per common share:
          Continuing operations              $      0.09     $         0.09       $       (0.04)    $       (0.04)
          Discontinued operations                  (0.01)             (0.01)              (0.01)            (0.01)
                                            ----------------- -----------------   ----------------- -----------------

Net Income (loss) per common share           $      0.08     $         0.08       $       (0.05)    $       (0.05)
                                            ================= =================   ================= =================






Note B:    Net Income (loss) Per Share



                                                         3-Months Ended                        9-Months Ended
                                                        December 31, 2002                     December 31, 2002
                                               ------------------------------------  ------------------------------------
                                                       Basic            Diluted            Basic              Diluted
                                                       -----            -------            -----              -------
Weighted average number of shares of
    common stock outstanding used to compute
                                                                                                  
    basic net income (loss) per common share         9,520,705         9,520,705          9,684,744           9,684,744

Effect of dilutive stock
     options and warrants                                    -               -                    -                   -
                                               ------------------------------------  ------------------------------------

Weighted average number of shares of
    common stock used to compute diluted net
    income (loss) per common share outstanding
    and common stock equivalents                     9,520,705         9,520,705          9,684,744           9,684,744
                                               ====================================  ====================================

Net income (loss) used in basic and diluted
    net income (loss) per common share:
          Continuing operations                 $     (299,195)    $    (299,195)      $    183,437       $     183,437
          Discontinued operations                      (75,369)          (75,369)          (496,599)           (496,599)
                                               ------------------------------------  ------------------------------------

    Net income (loss)                           $     (374,564)    $    (374,564)      $   (313,162)      $    (313,162)
                                               ====================================  ====================================

Net Income (loss) per common share:
          Continuing operations                 $        (0.03)    $       (0.03)      $       0.02       $        0.02
          Discontinued operations                        (0.01)            (0.01)             (0.05)              (0.05)
                                               ------------------------------------  ------------------------------------

Net Income (loss) per common share              $        (0.04)    $       (0.04)      $      (0.03)      $       (0.03)
                                               ====================================  ====================================



Options and warrants to purchase approximately 10,000 shares of common stock for
the three month period ended December 31, 2003,  were  outstanding  but were not
included in the  computation  of diluted EPS because the exercise  prices of the
options and warrants  were  greater than the average  market price of the common
shares and as such would be  antidilutive.  Options  and  warrants  to  purchase
approximately  2,000,000 shares of common stock for the three month period ended
December 31, 2002, and  approximately  1,900,000 and 1,700,000  shares of common
stock for the nine-month periods ended December 31, 2003 and 2002, respectively,
were outstanding but were not included in the computation of diluted EPS because
their effect would be antidilutive due to a loss for the period.


                                       10


NOTE C:     Business Segments, Significant Suppliers and Major Customers

The Company classifies its services in three business  segments,  Entertainment,
Fulfillment and Other. The Entertainment business segment includes the following
business activities:  the PPT System whereby under its Pay-Per-Transaction (PPT)
revenue   sharing   program,   the  Company   enters  into  contracts  to  lease
videocassettes,  digital videodiscs ("DVD's"'),  and video games,  (collectively
"Units"), from Program Suppliers (producers of motion pictures and licensees and
distributors of home  videocassettes and DVD's, and video game publishers) which
are then  leased to  Participating  Retailers  for a  percentage  of the rentals
charged by the  Participating  Retailers to their  customers;  data tracking and
reporting   services   provided  by  the  Company  to  motion  picture  studios;
Essential(TM)   business   intelligence    services,    including   Box   Office
Essentials(TM),   Business   Intelligence   Essentials(TM)   and  Supply   Chain
Essentials(TM),  recently  developed and currently  being provided to customers;
and  internet  services  provided by  formovies.com,  Inc.,  a  subsidiary.  The
Fulfillment  business  segment  consists  of 3PF  which is a  subsidiary  of the
Company that provided order  processing,  fulfillment  and inventory  management
services  to  retailers  and  wholesalers  and  to  other  businesses  requiring
just-in-time fulfillment. Effective July 1, 2003, the Company completed the sale
of 3PF's operating assets at its Wilmington,  Ohio, facility.  3PF ceased all of
its remaining operations at its Columbus, Ohio, facility on July 31, 2003. As of
December 31, 2003, a majority of the identifiable assets of 3PF relate to a note
receivable  from a former  customer.  (See Note E). The Other  business  segment
formerly included BlowOut Video,  Inc. (BlowOut Video), a video retailer,  which
the Company  discontinued during the three-month period ended June 30, 2002 (See
Note D).


                                       11


Business Segments
-----------------

Following  are the  revenues,  income  (loss) from  continuing  operations,  and
identifiable  assets  of the  Company's  continuing  business  segments  for the
periods indicated (unaudited):





                                      Nine Months Ended      Nine Months Ended      Three Months Ended        Three Months Ended
                                      December 31, 2003      December 31, 2002       December 31, 2003        December 31, 2002
                                    ---------------------   -------------------     -------------------       -------------------

Revenues before
Intersegment Eliminations:
                                                                                                 
     Entertainment                  $      47,737,738      $       53,315,821      $       19,402,730         $       15,499,116
     Fulfillment                            5,154,443              12,786,135                       -                  6,314,907

                                   ---------------------   -------------------     -------------------       -------------------
                                    $      52,892,181      $       66,101,956      $       19,402,730         $       21,814,023
                                   ---------------------   -------------------     -------------------       -------------------

Intersegment Revenue
Eliminations:
      Entertainment                 $               -       $               -      $                -         $                -
      Fulfillment                            (530,144)             (1,620,203)                      -                   (534,193)
                                   ---------------------   -------------------     -------------------       -------------------
                                    $        (530,144)      $      (1,620,203)     $                -         $         (534,193)
                                   ---------------------   -------------------     -------------------       -------------------

Revenues from External
Customers:
     Entertainment                  $      47,737,738      $       53,315,821      $       19,402,730         $       15,499,116
     Fulfillment                            4,624,299              11,165,932                       -                  5,780,714
                                   ---------------------   -------------------     -------------------       -------------------
                                    $      52,362,037      $       64,481,753      $       19,402,730         $       21,279,830
                                   ---------------------   -------------------     -------------------       -------------------

Income (Loss) from
Operations:
     Entertainment                  $         597,012      $        2,412,778      $          915,588         $         (201,830)
     Fulfillment                           (1,308,329)             (2,199,766)                530,856                   (292,101)
                                   ---------------------   -------------------     -------------------       -------------------
                                    $        (711,317)     $          213,012      $        1,446,444         $         (493,931)
                                   ---------------------   -------------------     -------------------       -------------------


                                      December 31, 2003        March 31, 2003
                                   ---------------------   --------------------
Identifiable Assets:
     Entertainment                  $      27,702,434              25,801,989
     Fulfillment                            1,673,248               4,924,444

                                   ---------------------   --------------------
                                    $      29,375,682      $       30,726,433
                                   ---------------------   --------------------




                                       12


The  Company  currently  offers  substantially  all of the titles of a number of
Program  Suppliers,  including  Buena  Vista  Pictures  Distribution,   Inc.,  a
subsidiary of The Walt Disney Company,  MGM Home Entertainment,  a subsidiary of
Metro Goldwyn Mayer,  Inc.,  Paramount Home Video,  Inc.,  Twentieth Century Fox
Home  Entertainment  (formerly Fox Video), a subsidiary of Twentieth Century Fox
Film Corporation, Universal Studios Home Video, Inc., and Warner Home Video. For
the  three-month  period ended  December  31, 2003,  the Company had one program
supplier whose product generated 35 percent, a second that generated 14 percent,
and a third that  generated  13 percent of  Rentrak  revenue.  No other  program
supplier provided product that generated more than 10 percent of Rentrak revenue
for the three-month  period ended December 31, 2003. One customer  accounted for
21 percent of the Company's revenue in the three-month period ended December 31,
2003.  For the  nine-month  period ended  December 31, 2003, the Company had one
program supplier whose product generated 17 percent,  a second that generated 15
percent,  and a third and  fourth  that each  generated  13  percent  of Rentrak
revenue.  No other program supplier provided product that generated more than 10
percent of Rentrak revenue for the nine-month period ended December 31, 2003. No
customer  accounted  for more than 10  percent of the  Company's  revenue in the
nine-month period ended December 31, 2003.

For the three-month  period ended December 31, 2002, the Company had one program
supplier  whose  product  generated 19 percent,  and a second that  generated 14
percent of Rentrak  revenue.  No other program  supplier  provided  product that
generated  more than 10 percent  of revenue  for the  three-month  period  ended
December  31,  2002.  One  customer  accounted  for 24 percent of the  Company's
revenue in the  three-month  period ended  December 31, 2002. The agreement with
this customer  expired July 31, 2003. For the  nine-month  period ended December
31,  2002,  the Company had one program  supplier  whose  product  generated  18
percent,  a second that  generated 16 percent,  and a third and fourth that each
generated 13 percent of Rentrak  revenue.  No other  program  supplier  provided
product  that  generated  more  than  10  percent  of  Rentrak  revenue  for the
nine-month period ended December 31, 2002. One customer accounted for 16 percent
of the Company's  revenue in the nine-month  period ended December 31, 2002. The
agreement with this customer expired July 31, 2003.

NOTE D:  Discontinued Operations

Due  to the  significant  increase  in  sell  through  activity  throughout  the
industry,  the  operations  of BlowOut  Video did not meet the  expectations  of
management.  As a result,  during the  three-month  period  ended June 30, 2002,
management  initiated  a plan to  discontinue  the retail  store  operations  of
BlowOut Video.  The plan called for an exit from the stores by the end of fiscal
2003,  either through  cancellation of the lease  commitments and liquidation of
assets,  or through sale of the stores to a third  party.  As of March 31, 2003,
all  operations  had ceased.  Rentrak is  continuing  to sell its  contractually
available end-of-term PPT revenue sharing product through broker channels. Prior
year amounts have been restated to classify  results of BlowOut Video operations
as discontinued.


                                       13


In January  2004,  the Company was  notified  by the  purchaser  of a portion of
BlowOut  Video's  operations of their intent to default on a note receivable due
to the  Company.  As such,  the Company  provided an  approximate  $0.2  million
reserve for the remaining  balance of this note  receivable  in the  three-month
period ended December 31, 2003. This reserve resulted in a reported loss, net of
tax benefit, from these discontinued  operations of $128,649, or $0.01 per share
in the three-month and nine-month periods ended December 31, 2003. BlowOut Video
generated  revenues  of $0.6  million  and a net loss of  $75,369,  or $0.01 per
share,  in the  three-month  period  ended  December  31, 2002 and it  generated
revenues of $2.5 million and a net loss of $496,599,  or $0.05 per share, in the
nine-month period ended December 31, 2002.

Note E:  3PF Transactions

In June 2002,  3PF entered into an agreement to sublease  approximately  194,000
square  feet of its  distribution  facility  in  Columbus,  Ohio to its  largest
customer.  The term of the lease  expires July 31, 2006.  The sublease  requires
monthly rent  payments to 3PF under  amounts,  terms and  conditions  similar to
3PF's master lease for this facility.  Additionally  in June 2002 in conjunction
with the  facility  sublease,  3PF  entered  into a  financing  lease  with this
customer for the existing  equipment within this  distribution  facility and the
associated  costs  for  additional  equipment  to  configure  the  layout to the
customer's  specifications.  This  lease,  upon  expiration,  contains  a  $1.00
purchase  option.  The lease for the equipment  resulted in a note receivable in
the amount of $1,838,062 payable to 3PF in monthly installments. The current and
long-term  portions of this note  receivable at December 31, 2003,  are $482,842
and $803,041,  respectively.  The transaction resulted in a deferred gain in the
amount of $509,044 that is being  recognized  as interest  income by 3PF ratably
throughout the life of the lease.

In  fiscal  2003,  management  determined  that it was  unlikely  that 3PF would
achieve its business plans and initiated a plan to sell the assets of 3PF. Prior
to March 31, 2003, it was determined  that, more likely than not,  substantially
all of 3PF's assets would be sold or otherwise  disposed of. As a result of this
determination,  management assessed during the quarter ended March 31, 2003, the
current and historical  operating and cash flow losses,  prospects for growth in
revenues and other alternatives for improving the operating results of 3PF.

Accordingly,  management  performed an  assessment  of the fair value of the 3PF
assets  under the  guidelines  of SFAS 144,  Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets.  This assessment  resulted in 3PF recognizing an
asset  impairment  during the  three-month  period  ended  March 31, 2003 in the
amount of  $844,041  for the write down of its assets to  estimated  fair market
value of approximately $800,000.

In June 2003,  the Company signed a definitive  agreement to sell  substantially
all of the assets of 3PF at the  Wilmington,  Ohio  operation for $800,000.  The
agreement  covered all  equipment  and  leasehold  improvements  at 3PF's leased
distribution  facility in Wilmington,  Ohio, as well as a portion of its working
capital.  As part of the agreement,  3PF as lessee and Rentrak as guarantor have
been  released  from  the  lease.   The  cash  purchase  price  of  $800,000  is
approximately


                                       14


equal to the net book value of the assets  sold at March 31,  2003.  The Company
announced it had completed this asset sale transaction,  effective July 1, 2003,
and  received the cash  purchase  price in full.  At June 30, 2003,  the Company
classified  and  reported  the  value  of  these  assets  held  for  sale on the
consolidated  balance  sheet.  The  operations  of 3PF have not been reported as
discontinued  operations as the continuing involvement criteria outlined in FASB
Statement  No. 144,  Accounting  for the  Impairment  or Disposal of  Long-Lived
Assets, have not been met.

During the sale  negotiations,  the  Company  received  notification  from 3PF's
largest customer,  serviced exclusively from the leased distribution facility in
Columbus, Ohio, that it did not intend to renew its fulfillment service contract
upon the scheduled expiration at July 31, 2003. As a result, the Columbus,  Ohio
distribution facility lease was not included in the asset sale transaction.  The
Columbus,  Ohio  distribution  facility  was used  exclusively  to service  this
customer and as of August 1, 2003 was not in use. During the three-month  period
ended December 31, 2003 the Company  completed the termination of this 3PF lease
obligation for the Columbus,  Ohio distribution facility,  effective December 1,
2003, for a cost of $650,000.  This lease termination included the assignment of
the sublease 3PF had in place with its former largest customer for approximately
194,000  square  feet of this  facility.  As a result,  the  Company  recorded a
pre-tax credit to 3PF's cost of sales of $650,000 during the three-month  period
ended December 31, 2003,  representing a partial  recovery to the pre-tax charge
the Company made to 3PF's cost of sales in the amount of $1.3 million during the
three-month  period ended  September  30,  2003.  This  charge,  established  in
accordance  with FASB Statement No. 146,  Accounting for Costs  Associated  with
Exit or Disposal  Activities,  represented the Company's estimate of the cost to
terminate  this lease at that time.  The following  table  summarizes  the lease
termination charges during the fiscal year:




                                       Liability                     Non-Cash                      Total
                               --------------------------    --------------------------     ---------------------
                                                                              
March 31, 2003                 $                 -            $                   -          $              -
Accrual                                    900,000                          400,000                 1,300,000
Reversal                                  (650,000)                               -                  (650,000)
Payments                                         -                                -                         -
                               --------------------------    --------------------------     ---------------------
December 31, 2003              $           250,000            $             400,000          $        650,000
                               ==========================    ==========================     =====================


Note F:  Debt Compliance

In May 2002, the Company  entered into an agreement for a new secured  revolving
line of credit. The line of credit carried a maximum limit of $4,500,000 and was
to expire July 1, 2003.  Effective  June 16, 2003, the bank extended the line of
credit to the Company through October 1, 2003,  under the same general terms and
conditions  while  the  Company  and the bank  finalized  a new line of  credit.
Effective  September 15, 2003, the bank amended and extended the current line of
credit with the Company through September 1, 2004. The Company elected to reduce
the maximum amount available under the line to


                                       15


$2,000,000.  The Company has the choice of either the bank's prime interest rate
minus 0.5  percent  or LIBOR  plus 2  percent.  The  credit  line is  secured by
substantially  all of the Company's  assets.  The terms of the credit  agreement
include certain financial covenants  requiring:  (1) a consolidated net loss for
the fiscal  quarter ended  September 30, 2003, not to exceed  $2,000,000;  (2) a
consolidated  net profit to be achieved each fiscal  quarter  beginning with the
quarter  ended  December 31, 2003 of a minimum of $1.00,  and  consolidated  net
profit not less than $1.00 on an annual  basis,  determined  at fiscal  year end
March 31, 2004; and (3) achievement of specified current and leverage  financial
ratios.  Based upon the financial  results  reported as of December 31, 2003 and
for the  three-month  period then ended,  the  Company has  determined  it is in
compliance with the financial  covenants.  At December 31, 2003 and February 12,
2004, the Company had no outstanding borrowings under this agreement.

NOTE G:  Stock-Based Compensation

At December 31, 2003, the Company has various  stock-based  compensation  plans,
including  stock option plans.  Rentrak  accounts for  stock-based  compensation
utilizing  the  intrinsic  value method in  accordance  with the  provisions  of
Accounting  Principles  Board  Opinion No. 25,  "Accounting  For Stock Issued To
Employees." Accordingly,  no compensation expense is recognized for fixed option
plans because the exercise  prices of employee stock options equal or exceed the
market prices of the underlying  stock on the measurement  dates.  The following
table  illustrates  the  effect on net income  (loss) and net income  (loss) per
share if the Company had applied the fair value  recognition  provisions of SFAS
No. 123 to stock-based employee compensation.




                                                      Three Months Ended                    Nine Months Ended
                                             ---------------------------------------------------------------------------
                                                         December 31,                         December 31,
                                                    2003              2002               2003               2002
                                             ---------------------------------------------------------------------------

                                                                                                
Net income (loss), as reported                       $   792,525      $ (374,564)        $  (474,401)       $ (313,162)

Deduct:  Total stock-based employee
compensation expense determined
under fair value based method for all
awards, net of related tax effects                      (231,493)       (279,953)           (616,951)         (839,859)
                                             ---------------------------------------------------------------------------

Pro forma net income (loss)                          $   561,032      $ (654,517)       $ (1,091,352)       $(1,153,021)
                                             ===========================================================================

Net income (loss) per share:

Basic - as reported                                   $     0.08       $   (0.04)         $    (0.05)        $   (0.03)
Diluted - as reported                                 $     0.08       $   (0.04)         $    (0.05)        $   (0.03)
Basic - pro forma                                     $     0.06       $   (0.07)         $    (0.11)        $   (0.12)
Diluted - pro forma                                   $     0.05       $   (0.07)         $    (0.11)        $   (0.12)



The effects of applying  SFAS 123 for  providing  proforma  disclosures  for the
period  presented  above are not likely to be  representative  of the effects on
reported net income (loss) for future  periods  because  options often vest over
several years and additional options generally are granted each year.

                                       16



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

Certain  information  included  in  Management's   Discussion  and  Analysis  of
Financial  Condition  and  Results  of  Operations  constitute   forward-looking
statements  that involve a number of risks and  uncertainties.  Forward  looking
statements may be 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:  the  Company's  ability  to
continue to market the Pay Per  Transaction  ("PPT")  System  successfully,  the
financial  stability of participating  retailers and their  performance of their
obligations  under the PPT System,  non-renewal of the Company's line of credit,
business conditions 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,  the continued  availability of prerecorded
videocassettes  ("Cassettes") and digital  videodiscs  ("DVD's") and video games
from program  suppliers and market  acceptance  of the  Company's  Essential(TM)
business intelligence products. Such factors are discussed in more detail in the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2003.

Results of Operations

Continuing Operations - Entertainment Operations and Other Continuing
---------------------------------------------------------------------
Subsidiaries
------------

For the three-month period ended December 31, 2003, total  consolidated  revenue
decreased  $1.9 million,  or 9 percent,  to $19.4 million from $21.3 million for
the three-month  period ended December 31, 2002. For the nine-month period ended
December 31, 2003, total  consolidated  revenue  decreased $12.1 million,  or 19
percent,  to $52.4  million from $64.5 million for the  nine-month  period ended
December 31, 2002.

Total  revenue   includes  the  following  PPT  revenue   sharing  fees  in  the
Entertainment  business segment:  order processing fees generated when Cassettes
and DVD's  ("Units") are ordered by and  distributed  to retailers;  transaction
fees  generated  when  retailers  rent  Units to  consumers;  sell-through  fees
generated  when  retailers  sell  Units to  consumers;  communication  fees when
retailers'  point-of-sale  systems are  connected to the  Company's  information
system;  and buy out fees generated when retailers  purchase Units at the end of
the lease term.  Entertainment  business  segment  revenues also include  direct
revenue sharing fees from data tracking and reporting  services  provided by the
Company to program suppliers ("DRS"),  revenues from Box Office  Essentials(TM),
Supply Chain  Essentials(TM),  Business  Intelligence  Essentials(TM),  and Home
Video Essentials(TM),  part of the Company's Essential(TM) business intelligence
service

                                       17



offerings,  as well as charges for Internet  services  provided by the Company's
subsidiary formovies.com,  Inc. In addition, total consolidated revenue includes
the  Fulfillment  business  segment  representing  charges to  customers  of the
Company's  subsidiary  3PF.COM,  Inc. ("3PF"),  which provided order processing,
fulfillment  and  inventory   management  services  to  Internet  retailers  and
wholesalers and other businesses requiring  just-in-time  fulfillment until July
31, 2003. In June 2003, the Company agreed to sell 3PF's operating assets at its
Wilmington,  Ohio facility  (See Note E). The Other  business  segment  formerly
included  revenues from BlowOut Video,  Inc.  (BlowOut Video), a video retailer,
which the Company  elected to  discontinue  during the three month  period ended
June 30, 2002 (See Note D.).

The $1.9 million decrease in total consolidated  revenues of the Company for the
three-month period ended December 31, 2003 is primarily due to a decrease in 3PF
revenue as 3PF ceased  providing  services to its  customers as of July 31, 2003
(See Note E). 3PF revenues, excluding intercompany activity, decreased from $5.8
million to $0.0 million during the  three-month  period ended December 31, 2003.
This decrease in the Company's 3PF revenues was partially offset by increases in
its PPT order processing and transaction fees, as well as, increases in revenues
from its DRS  services and the  Company's  Essential(TM)  business  intelligence
service offerings.  Entertainment business segment revenues increased 25 percent
or $3.9 million from $15.5 million for the three month period ended December 31,
2002,  to $19.4  million for the three month period ended  December 31, 2003, as
PPT Units shipped  increased  177 percent  during the  three-month  period ended
December 31, 2003 compared to the  three-month  period ended  December 31, 2002.
This product  shipment  increase was primarily due to a recent  VHS/DVD  revenue
sharing  program  the  Company  entered  into  with  a  new  major  supplier  in
combination  with  the  increase  in  orders  from a  large  customer  for  that
supplier's  product.  The  Company  expects  this  increase  in orders from this
customer to continue for at least the next three fiscal  quarters,  representing
the  remaining  portion  of a  purchase  commitment  the  customer  has with the
Company.  The Company also expects  increases in orders from other customers for
this supplier's  product.  The Company's total order  processing and transaction
fees from all  suppliers'  products  increased a combined  $1.9  million,  or 15
percent,  for the  three-month  period ended  December 31, 2003  compared to the
three-month period ended December 31, 2002.

The 15  percent  revenue  increase  in order  processing  and  transaction  fees
compared to the 177 percent  increase in Units  shipped  during the  three-month
period  ended  December 31, 2003 is  primarily  attributable  to (i) PPT "output
programs"  and other PPT  programs  under  which the  program  supplier  and the
Company  agreed  to  charge a lower  order  processing  and  transaction  fee in
exchange  for the  Participating  Retailers'  commitment  to order and accept an
increased  total  number of Units,  and (ii) a decline  in the  number of rental
turns of the Units in the Participating  Retailers' stores.  These programs were
an economic  response to the changing  dynamics of the home video rental market,
as a result of the shift from the VHS cassette format to the DVD format, and has
resulted in an increased total number of Units leased by Participating Retailers
with a  corresponding  reduced  amount  of fees per  leased  Unit  earned by the
Company and

                                       18


the program  suppliers.  The Company  expects this trend in product  programs to
continue.  In addition,  there was an  approximate  $2.0 million net increase in
other revenues from the PPT business segment.  This increase included  increases
of  approximately  $0.6 million in DRS  revenues,  $0.5 million in  sell-through
fees,  and $0.9 million in revenues  from the  Company's  business  intelligence
service  revenues.  The Company expects its  sell-through  revenue  increases to
continue  as the  result of  changed  terms and  conditions  in the new  product
programs.

The $12.1 million  decrease in total  consolidated  revenues for the  nine-month
period ended December 31, 2003 is primarily due to a decrease in 3PF revenue and
PPT System order  processing  fees and  transaction  fees.  These decreases were
partially  offset  by an  increase  in  revenues  from  DRS  and  the  Company's
Essential(TM) business service offerings.  3PF revenues,  excluding intercompany
activity,  decreased  approximately  $6.6  million  during this same  nine-month
period from $11.2 million for the  nine-month  period ended December 31, 2002 to
$4.6 million for the  nine-month  period ended December 31, 2003, due to ceasing
3PF operations as of July 31, 2003 (See Note E). Entertainment  business segment
revenues  decreased despite the fact that PPT Units shipped increased 62 percent
during  the  nine-month  period  ended  December  31,  2003 as  compared  to the
nine-month   period  ended  December  31,  2002.   Total  order  processing  and
transaction fees decreased a combined $7.3 million during the nine-month  period
ended  December 31, 2003 compared to the  nine-month  period ended  December 31,
2002.  This  decrease in  Entertainment  business  segment  revenue is primarily
attributable to (i) PPT "output programs" and other PPT programs under which the
program  supplier and the Company agreed to charge a lower order  processing and
transaction fee in exchange for the Participating Retailers' commitment to order
and accept an increased total number of Units,  and (ii) a decline in the number
of  rental  turns of the Units in the  Participating  Retailers'  stores.  These
decreases in order  processing and transaction fees were partially offset by the
positive effects from increased shipments of Units attributable to a new VHS/DVD
revenue sharing program with a new major supplier. Additionally, these decreases
in order processing and transaction fees were partially offset by an approximate
$3.1  million net increase in other  revenues  from the  Entertainment  business
segment.  This increase in other revenues  included  increases of  approximately
$0.6  million in DRS  revenues,  $0.4  million in  sell-through  fees,  and $2.1
million in  revenues  from the  Company's  Essential(TM)  business  intelligence
services  offerings.  The Company expects its sell-through  revenue increases to
continue  as the  result of  changed  terms and  conditions  in the new  product
programs.

Cost of Sales in the Entertainment business segment consists of order processing
costs,  transaction  costs, sell through costs and freight costs, and represents
the direct costs to produce the PPT revenue sharing  revenues.  Cost of Sales in
the Fulfillment  business segment generally consists of storage fees,  receiving
fees,  handling fees,  special service fees, freight charges and other fees, and
represents the direct costs to produce 3PF revenues. Total cost of sales for the
three-month period ended December 31, 2003 decreased to $14.0 million from $18.0
million for the  three-month  period ended December 31, 2002, a decrease of $4.0
million, or 22 percent, primarily due to a decrease in 3PF cost of sales of $6.6
million as the result of 3PF ceasing  operations  July 31, 2003 and  recording a
partial


                                       19


recovery of $650,000 to the $1.3 million  lease  termination  charge  during the
three month  period  ended  September  30,  2003 (See Note E). This  decrease is
partially  offset  by an  approximate  $2.6  million  increase  in cost of sales
primarily  attributable  to the  $2.4  million  net  increase  in  Entertainment
business segment order processing,  transaction, and sell-through revenues noted
above.  Cost of sales as a percent  of total  revenues  was 75  percent  for the
three-month  period  ended  December  31,  2003  compared  to 80 percent for the
three-month  period  ended  December  31,  2002 for the  Entertainment  business
segment.  The  decrease in  Entertainment  business  segment  cost of sales as a
percent of total revenues is primarily due to the approximately  $0.9 million in
revenues from the Company's  Essential(TM) business service offerings during the
three month period ended December 31, 2003,  with nominal related cost of sales,
compared to no revenue from these business  offerings in the three-month  period
ended  December  31, 2002.  Excluding  the  increase in  Essential(TM)  business
service  revenues,  total cost of sales as a percent of revenues would have been
78 percent for the three-month period ended December 31, 2003.

Total cost of sales for the nine-month  period ended December 31, 2003 decreased
to $40.4 million from $53.3 million for the nine-month period ended December 31,
2002,  a  decrease  of  $12.9  million,  or 24  percent.  Cost of  sales  in the
Fulfillment  business segment  decreased $7.4 million due to the related decline
in 3PF revenues as a result of ceasing  operations  July 31,  2003.  The cost of
sales  decrease  includes a net $650,000  charge related to costs of terminating
3PF's Columbus, Ohio, facility lease in the nine-month period ended December 31,
2003 (See Note E). In addition,  approximately $5.5 million of the total cost of
sales decrease is primarily attributable to the overall $6.9 million decrease in
Entertainment business segment order processing,  transaction,  and sell-through
revenues as noted above. The  Entertainment  business segment cost of sales as a
percent  of total  revenues  was 73  percent  for the  nine-month  period  ended
December  31,  2003  compared  to 78 percent  for the  nine-month  period  ended
December 31, 2002. The decrease in Entertainment  business segment cost of sales
as a percent  of total  revenues  is  primarily  due to the  approximately  $2.1
million in revenues from the Company's  Essential(TM) business service offerings
during the nine month period ended December 31, 2003,  with nominal related cost
of sales, compared to no revenue from these business offerings in the nine-month
period ended December 31, 2002. In addition,  the decrease is due to the receipt
of a $0.5 million credit from a program  supplier during the three-month  period
ended June 30,  2003.  Excluding  the increase in  Essential's  revenues and the
program  supplier  credit,  total cost of sales as a percent  of total  revenues
would have been 78 percent for the nine-month period ended December 31, 2003.

Selling,  general  and  administrative  expenses in the  Entertainment  business
segment  consist of the indirect  costs to sell,  administer  and manage the PPT
revenue sharing business as well as the Company's Essential(TM) business service
offerings,  consisting  primarily  of,  but not  limited  to,  compensation  and
benefits,  development,  marketing and advertising costs, legal and professional
fees,  communication  costs,  depreciation  and  amortization  of tangible fixed
assets and software, as well real and personal property leases. Selling, general
and administrative  expenses in the Fulfillment  business segment consist of the
indirect


                                       20


costs to sell,  administer and manage the 3PF fulfillment  business,  consisting
primarily  of, but not  limited  to,  compensation  and  benefits,  development,
marketing and advertising  costs,  legal and professional  fees,  communications
costs,  depreciation and  amortization of fixed assets and software,  as well as
real and personal  property leases.  Total selling,  general and  administrative
expenses were $4.0 million for the  three-month  period ended December 31, 2003,
compared to $3.7 million for the three-month  period ended December 31, 2002, an
increase of $0.3  million,  or 6 percent.  The increase in selling,  general and
administrative  expenses for the fiscal 2004 three-month period is primarily the
result of: (1) an  increase  in the  Entertainment  business  segment's  overall
overhead  costs of  approximately  $0.7  million  during the  period,  primarily
attributable  to costs  associated  with the  Company's  Essential(TM)  business
service  offerings  including  Box  Office  Essentials,   Business  Intelligence
Essentials(TM)  and Supply Chain  Essentials(TM);  and (2) an  approximate  $0.5
million  decrease  in  3PF's  overall  fulfillment  overhead  costs  during  the
three-month  period ended December 31, 2003 due to ceasing  operations  July 31,
2003.

Total selling,  general and  administrative  expenses were $12.7 million for the
nine-month  period ended  December 31, 2003,  compared to $11.3  million for the
nine-month  period ended  December 31, 2002, an increase of $1.4 million,  or 13
percent.  The increase in selling,  general and administrative  expenses for the
nine-month   period  is  primarily  the  result  of:  (1)  an  increase  in  the
Entertainment  business  segment's overall overhead costs of approximately  $2.5
million  during  the  period,  of which  $1.8  million  is  attributable  to the
Company's  Essential(TM)  business  service  offerings  noted above;  and (2) an
approximate  $1.1 million decrease in 3PF's overall  fulfillment  overhead costs
due to ceasing operations July 31, 2003.

The net  gain  from  the  litigation  settlement  with a prior  customer  of the
Company,  Hollywood  Entertainment,  was $0.4 million for the three-month period
ended June 30, 2002.

Operating  income from continuing  operations for the  three-month  period ended
December 31, 2003 was $1.4 million compared to an operating loss from continuing
operations of $0.5 million for the  three-month  period ended December 31, 2002.
The  improved  operating  results  for the fiscal 2003  three-month  period were
primarily due to the increase in  Entertainment  business  segment  revenues and
associated  gross margin  combined with the  reduction of 3PF lease  termination
costs of $650,000 (See Note E).  Operating loss from  continuing  operations for
the nine-month period ended December 31, 2003 was $0.7 million. This compares to
operating  income of $0.2 million for the  nine-month  period ended December 31,
2002. The decline in operating results for the fiscal 2004 nine-month period was
primarily  due to the decrease in PPT revenue  sharing  revenues and  associated
gross margin combined with the 3PF lease termination costs noted above.

Other income (expense) increased from income of $11 thousand for the three-month
period ended December 31, 2002 to $39 thousand for the three-month  period ended
December 31, 2003,  primarily due to interest  earned on the note

                                       21


receivable  due from one of 3PF's  clients (See Note E). Other income  (expense)
increased from income of $83 thousand for the  nine-month  period ended December
31, 2002 to $154  thousand for the  nine-month  period ended  December 31, 2003,
primarily due to interest  earned on the note  receivable  due from one of 3PF's
clients (See Note E).

The effective tax rate during the three and  nine-month  periods ended  December
31, 2003 and 2002 was 38 percent.

As a result,  for the  three-month  period ended  December 31, 2003, the Company
recorded net income from continuing  operations of $0.9 million, or 5 percent of
total revenue,  compared to net loss from continuing operations of $0.3 million,
or 1 percent of total  revenue,  in the  three-month  period ended  December 31,
2002.  The  increase  in net income  from  continuing  operations  is  primarily
attributable  to the increase in revenues and  associated  gross margin from the
Entertainment  business  segment  and the  reduction  of costs  associated  with
closing 3PF operations and recording a partial recovery of $650,000 to the prior
period lease termination  charge as noted above. For the nine-month period ended
December 31, 2003, the Company  recorded net loss from continuing  operations of
$0.3 million,  or less than 1 percent of total revenue,  compared to income from
continuing  operations of $0.2 million, or less than 1 percent of total revenue,
in the  nine-month  period ended  December 31, 2002.  The decrease in net income
from continuing operations is primarily attributable to the decrease in revenues
and associated  gross margin from the  Entertainment  business  segment as noted
above and the costs associated with closing 3PF operations.

Discontinued Operations
-----------------------

As discussed in Note D., during the three-month  period ended June 30, 2002, the
Company elected to discontinue store operations of its retail subsidiary BlowOut
Video,  Inc. In January  2004,  the Company was  notified by the  purchaser of a
portion  of  BlowOut  Video's  operations  of their  intent to default on a note
receivable due to the Company. As such, the Company provided an approximate $0.2
million  reserve  for the  remaining  balance  of this  note  receivable  in the
three-month  period ended December 31, 2003. This reserve resulted in a reported
loss, net of tax benefit,  from these  discontinued  operations of $128,649,  or
$0.01 per share in the  three-month  and  nine-month  periods ended December 31,
2003.  BlowOut  Video  generated  revenues  of $0.6  million  and a net  loss of
$75,369,  or $0.01, per share, in the three-month period ended December 31, 2002
and it generated  revenues of $2.5 million and a net loss of $496,599,  or $0.05
per share, in the nine-month period ended December 31, 2002. Management does not
anticipate  any  further  significant   activities  or  events  related  to  the
discontinued operations.

                                       22


Financial Condition
-------------------

At  December  31,  2003,  total  assets were $29.4  million,  a decrease of $1.3
million  from $30.7  million at March 31, 2003.  As of December  31, 2003,  cash
decreased $3.2 million to $6.9 million from $10.1 million at March 31, 2003 (see
the  Consolidated  Statements  of Cash  Flows in the  accompanying  Consolidated
Financial  Statements).  The reduction in cash balance is primarily attributable
to (i) terms of various combined VHS/DVD revenue-sharing agreements and reflects
differences in the timing of the Company's  collection of revenue-sharing  funds
from  participating  retailers  and the  Company's  remittance of the portion of
those  funds  owed to  program  suppliers,  and  (ii) the  continued  investment
required for the  development of the Company's  Essential(TM)  business  service
offerings.  Net accounts receivable  increased $1.6 million from $9.9 million at
March 31,  2003 to $11.5  million at  December  31,  2003,  primarily  due to an
increase in PPT revenues.  At December 31, 2003,  advances to program  suppliers
were $1.7 million, an increase of $1.3 million from $0.4 million,  primarily due
to the timing of release  dates for  certain  titles and the  addition  of a new
program  supplier.  These amounts  represent the unearned  portion of guarantees
with certain  program  suppliers.  In some cases,  these  guarantees are paid in
advance.  At December  31,  2003,  other  current  assets were $1.5  million,  a
decrease of $0.7 million  from $2.2  million at March 31, 2003.  The decrease in
other current assets is due to a decline in pre-paid expenses, payments received
on a note receivable,  and decreased deferred costs due to a lower average order
processing fee per unit.  Other assets  decreased $0.9 million from $1.9 million
at March 31, 2003 to $1.0 million at December  31,  2003.  The decrease in other
assets  is  associated  with the  write-off  of the  security  deposit  on 3PF's
Columbus  facility  (See  Note  E),  and the  reserve  established  on the  note
receivable related to the Blowout Video store sale (See Note D).

At December 31, 2003, total  liabilities were $13.2 million,  a decrease of $2.1
million from $15.3 million at March 31, 2003.  Accounts  payable  decreased $1.4
million  from $12.7  million at March 31, 2003 to $11.3  million at December 31,
2003, primarily due to the timing of program supplier and other vendor payments.
Accrued compensation decreased $0.1 million from $0.6 million at March 31, 2003,
to $0.5 million at December 31, 2003, in part due to 3PF's ceasing operations as
of July 31, 2003.

At December 31, 2003, total stockholders'  equity was $16.1 million, an increase
of $0.7  million  from the $15.4  million at March 31,  2003.  Common  stock and
capital in excess of par value increased, on a combined basis, $1.2 million from
$39.7 million at March 31, 2003 to $40.9 million at December 31, 2003, primarily
due to the exercise of employee stock  options.  Accumulated  deficit  increased
$0.5 million from $24.4  million at March 31, 2003 to $24.9  million at December
31, 2003 due to net loss from the nine-month period.

                                       23


LIQUIDITY AND CAPITAL RESOURCES

At December  31, 2003,  the Company had cash of $6.9  million  compared to $10.1
million at March 31, 2003. The Company's  current ratio (current  assets/current
liabilities) was 1.95 at December 31, 2003 compared to 1.74 at March 31, 2003.

In May 2002, the Company  entered into an agreement for a new secured  revolving
line of credit. The line of credit carried a maximum limit of $4,500,000 and was
to expire July 1, 2003.  Effective  June 16, 2003, the bank extended the line of
credit to the Company through October 1, 2003,  under the same general terms and
conditions  while  the  Company  and the bank  finalized  a new line of  credit.
Effective  September 15, 2003, the bank amended and extended the current line of
credit with the Company through September 1, 2004. The Company elected to reduce
the maximum amount  available under the line to $2,000,000.  The Company has the
choice of either the bank's prime  interest rate minus 0.5 percent or LIBOR plus
2 percent.  The credit  line is secured by  substantially  all of the  Company's
assets.  The terms of the credit agreement include certain  financial  covenants
requiring:  (1) a consolidated  net loss for the fiscal quarter ended  September
30, 2003, not to exceed $2,000,000; (2) a consolidated net profit to be achieved
each fiscal quarter  beginning  with the quarter  ending  December 31, 2003 of a
minimum of $1.00,  and  consolidated net profit not less than $1.00 on an annual
basis,  determined  at fiscal year end March 31, 2004;  and (3)  achievement  of
specified  current  and  leverage  financial  ratios.  Based upon the  financial
results  reported as of December  31, 2003 and for the  three-month  period then
ended,  the  Company  has  determined  it is in  compliance  with the  financial
covenants.  At  December  31, 2003 and  February  12,  2004,  the Company had no
outstanding borrowings under this agreement.

The Company's sources of liquidity include its cash balance, cash generated from
operations and its available credit  resources.  Based on the Company's  current
budget and projected cash needs, the Company believes that its available sources
of liquidity  will be sufficient to fund the  Company's  existing  entertainment
operations, the development of its new business intelligence services, and other
cash requirements for the fiscal year ending March 31, 2004.


                               Rentrak Corporation
                        Table of Contractual Obligations
                             As of December 31, 2003



-----------------------------------------------------------------------------------------------------------
    Contractual Obligations                               Payments due by period
-----------------------------------------------------------------------------------------------------------
                                                    Less than       1 - 3         3 - 5       More than
                                      Total          1 Year         Years         Years        5 Years

-----------------------------------------------------------------------------------------------------------
                                                                                
   Capital Lease Obligations     $     226,535    $    110,508   $   116,027     $        -    $        -
-----------------------------------------------------------------------------------------------------------

  Operating Lease Obligations    $   2,299,932    $    805,224   $ 1,494,708     $        -    $        -
-----------------------------------------------------------------------------------------------------------

      Purchase Obligations       $  1,024,037     $  1,024,037   $         -     $        -    $        -
-----------------------------------------------------------------------------------------------------------

     Executive Compensation      $  2,520,059     $  1,554,650   $   965,409      $        -    $        -
-----------------------------------------------------------------------------------------------------------
             Total               $  6,070,563     $  3,494,419   $ 2,576,144      $        -    $        -

-----------------------------------------------------------------------------------------------------------




                                       24



CRITICAL ACCOUNTING POLICIES

The  Company  considers  as its most  critical  accounting  policies  those that
require the use of estimates and assumptions,  specifically, accounts receivable
reserves and studio  guarantee  reserves.  In  developing  these  estimates  and
assumptions, the Company takes into consideration historical experience, current
and expected  economic  conditions and other relevant data.  Please refer to the
Notes to the 2003 Consolidated Financial Statements in the Company's 2003 Annual
Report on Form 10-K for a full discussion of the Company's accounting policies.

Allowance for Doubtful Accounts
-------------------------------

Credit  limits are  established  through a process of  reviewing  the  financial
history and  stability of each  customer.  The Company  regularly  evaluates the
collectibility of accounts receivable by monitoring past due balances.  If it is
determined  that a customer may be unable to meet its financial  obligations,  a
specific  reserve is  established  based on the amount  the  Company  expects to
recover.  An additional  general  reserve is provided based on aging of accounts
receivable and the Company's historical collection experience.  If circumstances
change related to specific  customers,  overall aging of accounts  receivable or
collection experience,  the Company's estimate of the recoverability of accounts
receivable could materially change.

Studio Reserves
---------------

The Company has entered into guarantee  contracts with certain program suppliers
providing  titles  for  distribution  under  the  PPT  system.  These  contracts
guarantee  minimum  payments to the  suppliers.  The Company,  using  historical
experience  and year to date rental  experience  for each title,  estimates  the
projected revenue to be generated under each guarantee.  The Company establishes
reserves  for titles  that are  projected  to  experience  a shortage  under the
provisions of the guarantee.  The Company  continually reviews these factors and
makes  adjustments to the reserves as needed.  Actual  results could  materially
differ from these  estimates  and could have a material  effect on the  recorded
studio reserves.

                                       25



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

The Company has considered the provisions of Financial  Reporting Release No. 48
"Disclosure of Accounting  Policies for  Derivative  Financial  Instruments  and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information  about Market Risk  Inherent in  Derivative  Financial  Instruments,
Other Financial  Instruments and Derivative Commodity  Instruments." The Company
had no holdings of derivative financial or commodity instruments at December 31,
2003. A review of the Company's other  financial  instruments and risk exposures
at that date revealed  that the Company had exposure to interest rate risk.  The
Company  utilized  sensitivity  analyses to assess the potential  effect of this
risk  and  concluded  that  near-term  changes  in  interest  rates  should  not
materially  adversely  affect  the  Company's  financial  position,  results  of
operations or cash flows.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
-----------------------------------------------
An evaluation of the Company's disclosure controls and procedures (as defined in
Rule 13(a) - 15(e) and 15d-15(e) under the Securities  Exchange Act of 1934 (the
"Exchange   Act"))  was  carried  out  under  the   supervision   and  with  the
participation  of the  Company's  Chief  Executive  Officer and Chief  Financial
Officer as of the end of the  period  covered by this  report  (the  "Evaluation
Date").  Based upon this evaluation,  the Company's Chief Executive  Officer and
Chief Financial  Officer have concluded that the Company's  disclosure  controls
and  procedures  as of  the  Evaluation  Date  were  effective  to  ensure  that
information  required to be  disclosed by the Company in the reports it files or
submits  under the  Exchange  Act is (i)  accumulated  and  communicated  to the
Company's management  (including the Chief Executive Officer and Chief Financial
Officer) as appropriate to allow timely decisions  regarding required disclosure
and (ii) recorded,  processed,  summarized and reported  within the time periods
specified in the SEC's rules and forms.

Changes in Internal Controls over Financial Reporting
-----------------------------------------------------
The Company  maintains a system of internal  control  over  financial  reporting
designed to provide reasonable assurance that transactions are properly recorded
and  summarized so that reliable  financial  records and reports can be prepared
and assets safeguarded.  There are inherent  limitations in the effectiveness of
any system of internal controls including the possibility of human error and the
circumvention or overriding of controls.  Additionally, the cost of a particular
accounting control should not exceed the benefit expected to be derived.

In the three  months ended  December  31, 2003,  there has been no change in the
Company's  internal  control  over  financial   reporting  that  has  materially
affected,  or is reasonably  likely to materially  affect,  its internal control
over financial reporting.

                                       26


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

The  Company is from time to time a party to legal  proceedings  and claims that
arise in the ordinary  course of its business,  including,  without  limitation,
collection matters with respect to customers. In the opinion of management,  the
amount of any ultimate  liability  with respect to these types of actions is not
expected to materially affect the financial  position,  results of operations or
cash flows of the Company as a whole.

                                       27



Item 6.  Exhibits and Reports on Form 8-K

(a)   Exhibits - See the Exhibit Index on page 30 hereof.

(b)   Reports on Form 8-K . No reports on Form 8-K were filed during the quarter
      ended December 31, 2003.

                                       28



SIGNATURE

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.

Dated this 13th of February, 2004.

                                           RENTRAK CORPORATION


                                           By:
                                           ----------------------------------
                                           Mark L. Thoenes
                                           Chief Financial Officer
                                           Signing on behalf of the registrant

                                       29


EXHIBIT INDEX

The following exhibits are filed herewith:

Exhibit
Number   Exhibit
------   ------

31.1     Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).
31.2     Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).
32.1     Certifications pursuant to 18 U.S.C. Section 1350.


                                       30