SecProbe.io

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RENTRAK CORPORATION
The people behind PPT TM
[GRAPHIC OMITTED]

Ms. Beverly A. Singleton
Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

                              September 24, 2004

                  SUBJECT:    RENTRAK CORPORATION
                              ITEM 4.01 FORM 8-K, filed August 27, 2004
                              FILE NO. 0-15159

Dear Ms. Singleton:

            This  letter  sets  forth  the  responses  of  Rentrak   Corporation
("Rentrak") to the staff's comment letter dated September 10, 2004.  Please note
that we previously  received a separate  comment letter dated September 2, 2004,
regarding  our Form 10-K for the year  ended  March 31,  2004  (the  "2004  Form
10-K"),  as to which we have until  October 7, 2004,  to  respond.  We intend to
coordinate  any  resolution  of the staff's  comments in the September 10 letter
that requires amendment of our 2004 Form 10-K and/or our June 30, 2004 Quarterly
Report on Form 10-Q (the "June 30 Form  10-Q")  with  resolution  of the staff's
questions in the  September 2 letter that also involve  amendment of one or both
of those reports.

            As requested, Rentrak acknowledges that the adequacy and accuracy of
the disclosure in its filings with the Commission is the  responsibility  of the
registrant. Rentrak acknowledges that staff comments or changes to disclosure in
response to staff  comments in  Rentrak's  filings  reviewed by the staff do not
foreclose the Commission from taking any action with respect to any such filing.
Rentrak also acknowledges that staff comment may not be asserted as a defense in
any  proceeding  initiated  by the  Commission  or any person  under the federal
securities laws of the United States.

            Each of the staff's  comments set forth in the comment  letter dated
September 10, 2004, is restated below, followed by our response.

<PAGE>

Ms. Beverly A. Singleton               -2-                   September 24, 2004

      ITEM 4.01 of FORM 8-K

      Reportable Condition: Internal Control Weakness

            1.  We  note  the   disclosure   regarding  KPMG  LLP,  your  former
independent   registered  public  accounting  firm,  advising  you  of  material
weaknesses in certain of your internal controls necessary to your development of
reliable financial statements. Please provide us supplementally,  with a copy of
all written reports, letters or communications from KPMG LLP to management,  the
Board of Directors or the audit committee  regarding the material  weaknesses in
internal controls.

            Response:

            The following  documents,  which Rentrak believes constitute all the
documents in Rentrak's  possession  responsive to the staff's comment above, are
provided supplementally to the staff with this letter:

            1.  PowerPoint  slide  presentation  to Rentrak's Audit Committee by
KPMG LLP on July 12, 2004, relating to Rentrak's fiscal 2004 audit;

            2.  Draft dated July 23, 2004, of a management letter dated July 21,
2004,  provided to Rentrak by KPMG LLP in connection with its audit of Rentrak's
consolidated financial statements for the fiscal year ended March 31, 2004; and

            3.  PowerPoint  slide  presentation  to Rentrak's Audit Committee by
KPMG LLP on July 26, 2004, relating to its management letter.

            KPMG LLP has advised  Rentrak that its  management  letter  reflects
KPMG's final  comments  with  respect to the issues  addressed in the letter and
will be issued in final  form  following  the  receipt  by KPMG of  management's
written response to the draft letter.

      FORM 10-K (Fiscal  Year Ended March 31, 2004)
      FORM 10-Q (Quarterly Period Ended June 30, 2004)

            We  monitored  your March 31,  2004 Form 10-K and June 30, 2004 Form
l0-Q, solely related to the matter below.

            2.  Reference  is made to the Item  4.01  Form 8-K and the  material
weaknesses  communicated  to you by  KPMG,  LLP.  Also,  refer  to the  Item  9A
disclosures  in your March 31, 2004 Annual Report on Form 10-K and to the Item 4
disclosures  in your June 30, 2004  Quarterly  Report on Form l0-Q. The material
control weaknesses  disclosed in your Item 4.01 Form 8-K and as duplicated here,
indicate you lack the necessary  disclosure controls and procedures,  as well as
internal  controls  necessary to provide  true and  accurate  Item 9A and Item 4
disclosures  in  the  Forms  10-K  and  10-Q,  respectively.  Please  note  that
management  may not state that its controls are effective  "except as" or "other
than" the extent that certain problems have been

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Ms. Beverly A. Singleton               -3-                   September 24, 2004

identified or express similar  qualified  conclusions.  Rather,  management must
take those  problems  into  account  when  concluding  whether the  controls are
effective. If the controls are ineffective, management should state the specific
reasons  why  they  are  ineffective.  Please  revise  your  Item 9A and  Item 4
disclosures in the Forms 10-K and 10-Q, respectively, to comply with Item 307 of
Regulation S-K.

            Response:

            In  light  of  the  staff's   comment  set  forth  above  and  other
interpretive  guidance  published by the staff relating to reports by management
regarding  internal control over financial  reporting,  Rentrak intends to amend
its 2004  Form  10-K and June 30 Form  10-Q to state  management's  conclusions,
without  qualification,  that,  as of the end of the  periods  covered  by those
reports,  our disclosure  controls and  procedures  were  ineffective.  However,
management also wishes to emphasize its belief that, at the respective  dates of
filing  our 2004 Form 10-K and June 30 Form 10-Q,  as a result of  actions  that
were taken in response  to the  deficiencies  described  in those  reports,  the
reports fully complied with the  requirements of Section 13(a) of the Securities
Exchange  Act of 1934  and  the  information  contained  in the  reports  fairly
presented,  in all material respects,  Rentrak's financial condition and results
of operations.

            As  requested  in the  staff's  comment,  as  soon  as the  comments
contained in the staff's  comment letter dated September 2, 2004, have also been
resolved,  Rentrak will file  amendments  of its 2004 Form 10-K and June 30 Form
10-Q that will include amended Items 9A and 4, respectively,  to remove language
that  may  be   interpreted  as  qualifying   our   conclusions   regarding  the
effectiveness of our disclosure controls and procedures.  The amended items will
reflect revisions to our disclosure under the heading  "Disclosure  Controls and
Procedures" in the 2004 Form 10-K and June 30 Form 10-Q as set forth below.  The
balance of those  items  (beginning  with the  heading  "Internal  Control  over
Financial Reporting") will be refiled in the above-described  amendments without
change from the language  originally  included in the 2004 Form 10-K and June 30
Form 10-Q.

      2004 FORM 10-K (Item 9A) AND JUNE 30 FORM 10-Q (Item 4)

      Disclosure Controls and Procedures

            Our  management has evaluated,  under the  supervision  and with the
participation of our Chief Executive  Officer and Chief Financial  Officer,  the
effectiveness  of our  disclosure  controls and  procedures as of the end of the
period covered by this report  pursuant to Rule  13a-15(b)  under the Securities
Exchange Act of 1934, as amended  (Exchange  Act).  During the period covered by
this report,  management identified internal control deficiencies,  as described
below, that constitute  material  weaknesses as defined in Statement of Auditing
Standards  No.  60.  Certain  of  these  internal  control  weaknesses  may also
constitute deficiencies in our disclosure controls and procedures. Based on that
evaluation and taking into  consideration  those  identified  deficiencies,  our
Chief Executive  Officer and our Chief Financial Officer have concluded that, as
of the end of the period  covered by this report,  our  disclosure  controls and
procedures  were  ineffective  in  ensuring  that  information  required  to  be
disclosed in our Exchange Act reports is (1) recorded, processed, summarized and
reported  in a  timely  manner,  and (2)  accumulated  and

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Ms. Beverly A. Singleton               -4-                   September 24, 2004

communicated  to our management,  including our Chief Executive  Officer and our
Chief Financial  Officer,  as appropriate,  to allow timely decisions  regarding
required disclosure.

            Management's  conclusion that our disclosure controls and procedures
were  ineffective as of the end of the period covered by this report is based on
our discovery of deficiencies in certain of our internal  controls  necessary to
development of reliable financial  statements.  Some of these weaknesses related
to the discovery that one of our employees had embezzled  funds from the Company
over a period of several years by exploiting weaknesses in our internal controls
related to the  segregation  of duties  within the  accounting  function.  Other
weaknesses  related to the  discovery  of  accounting  errors as a result of the
misinterpretation and misapplication by our internal accounting staff of certain
terms in the Company's revenue sharing  agreements with program  suppliers.  Our
outside  auditor  also  advised  us  of  certain   organizational  and  resource
deficiencies related to our processes for monitoring, analyzing and reporting on
new accounting and reporting pronouncements, including the Company's process for
summarizing and external reporting of financial information.  These deficiencies
are discussed in more detail below,  together with a description  of the changes
in our internal  control over financial  reporting  which we began  implementing
during  our  last  fiscal  quarter  and that  have  materially  affected  or are
reasonably  likely to  materially  affect our internal  control  over  financial
reporting.

            We have reviewed the  procedures and internal  controls  surrounding
the  deficiencies  described  above and have taken  actions  and  commenced  the
implementation  of improvements as of the date of the filing of this report,  as
described below, to provide  reasonable  assurance that those  deficiencies will
not recur.  Based on the actions we have taken, our Chief Executive  Officer and
Chief Financial  Officer have concluded that this report fully complies with the
requirements  of  Section  13(a) of the  Exchange  Act and that the  information
contained  in  this  report  fairly  presents,  in all  material  respects,  the
Company's financial condition and results of operations.

                                      * * *

            Thank  you for  your  time and  attention  to our  responses  to the
staff's comments set forth above.  Please call the undersigned at (503) 284-7581
if you have any questions or require additional information.

                                   Sincerely,

                                   /s/ Mark L. Thoenes
                                   -------------------
                                   Mark L. Thoenes
                                   Senior Vice President & Chief
                                   Financial Officer

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