SecProbe.io

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      February 24, 2005

Via Facsimile (503) 220-2480 and U.S. Mail

Robert J. Moorman
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon  97204-1268

Re:	Hollywood Entertainment Corp.
	Schedule 14D-9 filed February 17, 2005
	SEC File No. 5-43241

Dear Mr. Moorman:

The staff of the Office of Mergers and Acquisitions in the
Division
of Corporation Finance has reviewed the Schedule 14D-9 referenced
above. We have the following comments. All defined terms have the
same meaning as in your filing.

Item 3. Past Contacts, Negotiations and Agreements, page 1

1. As to each contract or agreement referenced, note whether it
would
be "triggered" by the Company`s acquisition by Movie Gallery. For
example, would the Movie Gallery acquisition constitute a change
in
control under the Company`s License Agreement with Boards, Inc.?
In
this regard, we note that in each case, you describe the impact of
the Offer but not the competing "friendly" deal on the relevant
agreement.

Item 4. The Solicitation or Recommendation, page 4

2. Although you have detailed the analysis of the Special
Committee,
you have not provided any such description of the analysis of the
Board of Directors. If the Board of Directors expressly adopted
the
analysis undertaken by the Special Committee, please so state. If
it
undertook any independent analysis, please describe.

3. Expand your description of the role of the Special Committee.
What
specific authority was granted to the Special Committee? As an
example, did the Special Committee have the authority to seek a
waiver from Leonard Green & Partners of the standstill provision
without approval from the full Board? Describe any contacts
between
the Board or any of its members who were not also members of the
Special Committee, and the Special Committee or its individual
members concerning the scope of the Committee`s authority.

4. Refer to the disclosure at the top of page 3. Explain why one
member of the Special Committee is receiving $50,000 more for his
service on the Committee than the other two.

5. We note that on pages 6-7, you present both positive and
negative
factors considered by the Special Committee with respect to the
Offer. We also note your statement at the top of page 8 that
individual members of the Special Committee may have weighted
individual factors differently. Nevertheless, we believe it is
critical for Hollywood shareholders to understand how the Special
Committee reconciled the factors listed to arrive at the negative
recommendation with respect to the Offer. Please expand to
describe
in greater detail the Special Committee`s analysis of the factors
listed.

Background of the Offer, page 8

6. Revise the Solicitation/ Recommendation section generally to
explain in greater detail why the Special Committee recommended an
earlier deal with Leonard Green & Partners valued at $10.25 per
Hollywood share, but is now taking the position that the Offer by
Blockbuster valued at $14.50 per share should be rejected. Has the
Special Committee`s view of the value of the Hollywood shares
changed, and if so on what basis? For example, have the
fundamentals
of the industry and or the Company changed since then, or is the
Special Committee`s change in position solely attributable to the
existence of the alternate Movie Gallery transaction?

7. Refer to the disclosure on page 15. Expand your explanation of
the
Special Committee`s view that "inclusion of the standstill
provision
for all bidders supported a process that would yield the highest
possible price for Hollywood`s shareholders." In this regard, we
note
the statement later on the same page that "Leonard Green &
Partners
indicated that it might not require any material concessions or
payments from Hollywood with respect to waiver of the standstill
provision" but that the Special Committee elected not to pursue
waiver anyway.

8. Refer to page 18. Did Lazard or any other financial advisor to
the
Company ever update its fairness analyses as to the Movie Gallery
merger, in light of the higher offer by Blockbuster announced on
February 2, 2005? Expand to better describe the scope of Lazard`s
review/analysis and opinion.

9. With respect to Blockbuster`s offer for Hollywood`s 9.625%
Senior
Subordinated Notes due 2011, which you reference on page 20, note
the
position Hollywood

has taken pursuant to Rule 14e-2. Indicate in your response letter
the form of dissemination of that position to Hollywood note
holders.

Item 5. Persons/Assets Retained, Employed, Compensated or Used,
page
20

10. It is critical that Hollywood shareholders understand all of
the
material terms of the engagements of the financial advisors that
assisted the Company in evaluating a course of action with respect
to
the numerous alternatives presented. Therefore, please expand this
section to provide the following additional information:

(i) What services has UBS performed in connection with the Movie
Gallery merger? What (if any) additional "financial advisory
services" will UBS perform?

(ii) What is the amount of the "customary fees" payable to UBS in
addition to the $1,500,000 fee the Company has already paid? What
portion of those fees are contingent on the consummation of the
Movie
Gallery merger?

(iii) Why did the Special Committee engage both UBS and Lazard in
connection with a possible sale of the Company? What is the
difference between the services performed or to be performed by
each?

(iv) Clarify the circumstances under which a fee would be payable
to
Lazard if the Company receives another acquisition proposal. In
your
revised discussion, avoid referring to definitions of terms in
documents not readily accessible to Hollywood shareholders.

(v) With respect to a potential alternate transaction for which
Lazard would be compensated (see (iv) above), what (if any)
additional services would it provide to the Company in exchange
for
such additional fee?

Closing Comments

Please revise your Schedule 14D-9 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.
The
letter should note the location in your amended disclosure
document
of changes made in response to each comment or otherwise.

In connection with responding to our comments, please provide a
written statement from the Company acknowledging that:

* The Company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; 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 filing or in response to
our comments on your filing.

We may have additional comments after reviewing your amendment. If
you would like to discuss these comments or other matters
concerning
your tender offer materials, please do not hesitate to contact me
at
(202) 942-1773.

Sincerely,

Christina Chalk
Special Counsel
Office of Mergers and Acquisitions
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Robert J. Moorman, Esq.
February 24, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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