April 29, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re:
Rentrak Corporation Registration Statement on Form S-3
(Registration No. 33-86548).
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of
1933, as amended, Rentrak Corporation ("Rentrak") hereby
respectfully requests that the above-referenced Registration
Statement filed by Rentrak on November 21, 1994 be withdrawn,
effective immediately. Rentrak requests this withdrawal because
the subject Registration Statement have been satisfied. As of
April 24, 1997, of the 1,888,950 shares of Rentrak's common stock
registered for sale, 994,453 shares have been sold and 894,497
shares have not been sold. The unsold shares include an aggregate
of 747,500 shares of common stock underlying warrants held by
certain selling stockholders of which warrants to purchase
147,500 shares expired unexercised on May 22, 1996 and warrants
to purchase 600,000 shares will expire on September 11, 1997.
Kindly forward a copy of the order consenting to the withdrawal
of the Registration Statement to the undersigned as soon as
practicable. If you have any questions, please contact Ora
Fruehauf of Latham & Watkins at (415) 391-0600.
Sincerely,
/s/ F. Kim Cox
F. Kim Cox
Executive Vice President
FKC.dtw
CC: NASDAQ
Scott Haber, Esq.
File
