SecProbe.io

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      February 10, 2005

Via E-Mail and U.S. Mail

Glenn D. West
R. Jay Tabor
Weil, Gotschal & Manges LLP
200 Crescent Court, Suite 300
Dallas, TX 75201

Re:	Blockbuster Inc.
	Form S-4 filed on February 2, 2005
	SEC File No. 333-122485

	Schedule TO-T filed February 2, 2005
	SEC File No. 5-43241

Dear Messrs. West and Tabor:

The Office of Mergers and Acquisitions in the Division of
Corporation
Finance has conducted a limited review of the filings listed
above.
The focus of our review is compliance with the tender offer rules
and
the disclosure requirements of Schedule TO.

Our comments follow. All defined terms have the same meaning as in
your registration statement, unless otherwise indicated. Note that
while each comment below is addressed to a specific section of the
prospectus, you should make corresponding changes as necessary
where
appropriate throughout your disclosure documents.

Form S-4

How can I find out the Final Exchange Ratio? Page 1

1. We note the description of the exchange ratio pricing mechanism
and the means you provide (such as the toll free number) for
Hollywood shareholders to determine the exchange ratio once set.
Disclose that you will amend the Schedule TO as promptly as
practicable after the exchange ratio becomes fixed, so that it
will
be publicly available before the opening of trading on the second
trading day before the expiration date. See SEC no-action letter
to
Lazard Freres & Co. (August 11, 1995). Note that the press release
announcing the exchange ratio should be filed as an exhibit to
that
amendment.
2. Clarify when the toll free hotline will become available. That
is,
can shareholders call that number before the exchange ratio is
fixed,
to monitor what the ratio would be as of a date before it becomes
fixed?

What are the Conditions of the Offer?, Page 2

3. When an offer condition must be satisfied in the "sole
discretion"
of the bidder, we view it as the equivalent of a waiver of that
condition because there is no standard of reasonableness by which
the
bidder`s determination as to satisfaction must be made. As you
know,
when an offer condition is waived, an amendment and an extension
of
the offer may be required. Please revise to include a reasonable
judgment standard for all offer conditions.

4. Please clarify and simplify your description of the Movie
Gallery
agreement condition, so that the scope of this material offer
condition is clear. Avoid referencing definitions of terms in
other
documents which may not be readily accessible to shareholders.

What Percentage of Blockbuster`s Shares Will Former Holders of
Shares
of Hollywood Common Stock Own After the Offer?, Page 5

5. In order to more fully explain the differences between number
of
shares to be held by former Hollywood shareholders versus total
aggregate voting power versus total aggregate percentage of
outstanding shares, briefly explain the capital structure of
Blockbuster here.

Until What Time Can I Withdraw Tendered Shares?, Page 6

6. In the first sentence of this section, you state that Hollywood
shareholders may withdraw tendered shares "at any time until the
offer has expired and, if Blockbuster has not agreed to accept
your
shares for exchange by the expiration date, you can withdraw them
at
any time after such date until it accepts shares for exchange."
Clarify how tendered shares could be accepted on or before the
expiration date. Doesn`t Blockbuster need some reasonable time
after
expiration to determine whether, among other things, the minimum
tender condition has been satisfied? How could shares be accepted
before the expiration of the offer, when withdrawal rights clearly
still exist?

Where you can find more information, Page 9

7. On page 11, you indicate that Blockbuster incorporates into the
prospectus any periodic reports filed with the SEC between the
date
of the prospectus and the expiration date of the offer. Note that
while Form S-4 allows such "forward incorporation," Schedule TO
does
not. Therefore, to the extent any such reports are incorporated by
reference into the offer materials, you must amend the Schedule TO
to
specifically list each report. Please confirm your understanding
in
your response letter.

Note on Hollywood Information, Page 12

8. Indicate in your response letter whether you have filed with
the
Commission a Rule 437(c) request. As per my telephone conversation
today with Mr. Tabor, such request should be directed to the
Office
of the Chief Accountant within the Division of Corporation
Finance,
and must be supported by an affidavit. Please allow a reasonable
period of time for this request to be processed.

Summary - Reasons for the Offer, Page 13

9. Describe the bases for the assumptions underlying your
assertions
as to the impact  of the offer. For example, why does Blockbuster
believe the acquisition would be immediately accretive to its
earnings per share and cash flow? What assumptions underlie that
belief?

10. Provide more detail about the "long term growth prospects" you
believe the Hollywood acquisition would generate.

Regulatory Approval, Page 14

11. Update the status of the anti-trust approval process. For
example, has Blockbuster made a "proper response" to the FTC`s
second
request? If so, when did it do so and when is the contemplated
expiration of the waiting period?

Financing of the Offer, Page 15

12. Describe the "certain conditions" to which the banks`
commitment
to provide financing for the offer is subject.

13. Note that when you receive the funds necessary to purchase
tendered shares, versus the commitment you currently have to
obtain
such funds, consider whether this represents a material change
which
could require an extension of the offer period. Please provide
your
analysis or describe your contemplated course of action.

14. Provide the disclosure required by Item 1007(d) of Regulation
M-A
with respect to your plans to repay the loans used to purchase
tendered shares.

Risk Factors, Page 27

15. The safe harbor for forward looking statements provided in the
Private Securities Litigation Reform Act of 1995 does not apply to
statements made in connection with a tender offer. Therefore,
please
delete the reference to the Act or make clear that the safe harbor
provisions do not apply to statements made in the prospectus.

Antitrust authorities may attempt to delay or prevent
Blockbuster`s
acquisition...,
Page 31

16. We note the last sentence in this section, to the effect that
"required regulatory approvals may not be obtained in time and
could
result in a significant delay in the consummation of the offer."
Describe the effect of any delay on tendering shareholders. That
is,
what will happen if all other conditions are satisfied by the
schedule expiration of the offer, except a regulatory condition.
Will
you terminate the offer, subject to obtaining regulatory approval?
Or
extend it? What will be the rights of tendering security holders
under those circumstances?

Background of the Offer, page 43

17. Refer to the letter dated November 8, 2004 reproduced on page
46.
In this section, please describe the specific provisions
requested/demanded by Hollywood to which Blockbuster objected and
which prevented the progress of negotiations between the parties.
For
example, the November 8, 2004 letter references "a number of
provisions" in the confidentiality agreement promulgated by
Hollywood, to which Blockbuster objected. Other than the
standstill
agreement, what were these?

Extension, Termination and Amendment, Page 60

18. Here or in an appropriate section of the offer materials,
fully
describe all material features of a subsequent offering period.
This
expanded disclosure should note that withdrawal rights as to
shares
tendered in the initial offer period will terminate before the
subsequent offering period begins, that shares tendered during the
subsequent offering period will be accepted and paid for promptly
on
a rolling basis, and any other material terms.

Exchange of Hollywood Shares; Delivery of Blockbuster Class A
Common
Stock and Cash, page 61

19. Describe the circumstances under which Blockbuster could delay
the acceptance of tendered shares "in order to comply with any
applicable law."

20. Tendered shares must be accepted for payment and paid for (or
returned) "promptly," not "as promptly as practicable." Please
revise.

Announcement of Results of the Offer, Page 65

21. See our last comment above. We note that you will announce the
results of the offer and whether all offer conditions have been
fulfilled "no later than four NYSE trading days after expiration."
How does this jibe with your obligation to promptly pay or return
tendered shares under Rule 14e-1(c)?

Conditions of the Offer, Page 71

22. All of the offer conditions should be listed and described in
a
single section of the offer materials. While this section
currently
references all of the offer conditions, most of the conditions are
defined and described only under "What are the Conditions of the
Offer? on page 2 of the prospectus. Please revise.

23. Refer to the introductory paragraph in this section. How could
Blockbuster terminate or amend the offer as to some but not all
Hollywood shares? Please revise or advise.

24. Only those conditions relating to governmental or regulatory
approvals necessary to consummation of the offer may survive the
expiration date of the offer. Revise this section generally to
make
clear that only those conditions relating to such approvals may
extend beyond expiration. In this regard, we do not consider
general
legal compliance a regulatory condition.

Fees and Expenses, page 83

25. Please provide more detailed disclosure to satisfy the
requirements of Item 1009(a) of Regulation M-A.

26. The disclosure here should clarify the role of the financial
advisors and dealer managers, and how their fees will be
determined.

27. If any institution involved in this transaction will be paid a
fee per tendered share, note that we object under Rule 14d-10 to
the
payment of fees based on shares tendered for the institutions own
account.

Experts, page 117

28. In this section, include disclosure alerting investors to the
omission of the consents of Hollywood`s auditors and the reason
for
that omission. In addition, discuss the limitation on possible
recovery by shareholders due to the lack of such consents in this
registration statement.

Closing Comments

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all material information to investors.
Since
Blockbuster is in possession of all facts relating to the
disclosure
in the Schedule TO and the Form S-4, it is responsible for the
accuracy and adequacy of the disclosures made.
In responding to our comments above, please provide, in writing, a
statement from Blockbuster acknowledging that:
* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.
Please revise your offer materials to comply with the comments
above.
If you do not agree with a comment, tell us why in a supplemental
response letter that you should file via EDGAR as correspondence
with
your revised proxy statement. The letter should note the location
in
your amended disclosure document of changes made in response to
each
comment or otherwise.

We note that the company previously received a comment letter
dated
February 9, 2005 from Michael Fay of the staff, addressed to Mr.
Larry Zine of Blockbuster. You should address the issues raised in
the February 9, 2005 letter in a separate correspondence directed
to
Mr. Fay.

Please be aware that we will likely have additional comments after
reviewing your amended filings. If you would like to contact me,
please do not hesitate to do so at (202) 942-1773.

Sincerely,

Christina Chalk
Special Counsel
Office of Mergers and Acquisitions
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Glenn D. West, Esq.
R. Jay Tabor, Esq.
February 10, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

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