UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 8-K/A

                                 Amendment No. 1

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):

                                 April 11, 2005

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


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

                                     Oregon
                 (State or other jurisdiction of incorporation)

      0-15159                                             93-0780536
(Commission File Number)                       (IRS Employer Identification No.)

   One Airport Center
   7700 N.E. Ambassador Place
   Portland, Oregon                                     97220
(Address of principal executive offices)              (Zip Code)

               Registrant's telephone number, including area code:

                                 (503) 284-7581

      Check the  appropriate  box below if the Form 8-K  filing is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))






ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

            On April 11, 2005, Rentrak  Corporation (the "Company") entered into
a Separation  Agreement and Mutual  Release (the  "Separation  Agreement")  with
Craig Berardi,  whose  employment as Vice  President - Operations  terminated on
March 17, 2005. Under the Separation  Agreement,  unless Mr. Berardi revokes the
agreement  prior to April  15,  2005,  he will be paid as  severance  a total of
$112,500  in 18  equal  monthly  installments.  The  Company  will  also pay the
premiums for group health insurance  coverage for Mr. Berardi and his dependents
through  December 31, 2005, if Mr. Berardi  elects  continuation  coverage.  The
Separation  Agreement  includes  mutual  releases  by each  party of all  claims
against  the  other  arising  out  of or in any  way  related  to Mr.  Berardi's
employment with the Company.



                                    SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  registrant has duly caused this Amendment No. 1 to this report to be signed
on its behalf by the undersigned thereunto duly authorized.

                                     RENTRAK CORPORATION


Dated:  May 12, 2005                 By: /s/ Paul A. Rosenbaum
                                         ---------------------------------------
                                         Paul A. Rosenbaum
                                         Chairman, President and Chief Executive
                                         Officer







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