SecProbe.io

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November 23, 2004

Via E-Mail and U.S. Mail

Alan J. Bogdanow
Vinson & Elkins LLP
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201

Re:	Blockbuster, Inc.
	Schedule TO-I filed November 9, 2004

Dear Mr. Bogdanow:

We have reviewed the tender offer statement referenced above and
have the following comments. All defined terms have the same meaning
as in your filing, unless otherwise indicated.

Offer to Exchange

Summary Term Sheet - What if my employment terminates after I have
tendered Eligible Options? - page 2

1. Clarify the qualifier "subject to applicable laws" in the first
bullet point in this section. If legal restrictions limit your
ability to return tendered options without exchange if a
participating employee leaves the company before the offer is
consummated, please explain those restrictions and their genesis.
For example, are there particular countries where foreign law so
provides?

Conditions of this Offer, page 19

2. The language in the first paragraph of this section appears to
state that you may terminate the offer if (i) a listed offer
condition is "triggered;" and (ii) you determine that it is
inadvisable to proceed with the offer in light of that occurrence.
We agree. However, we believe that if you decide to proceed with the
offer despite the occurrence of an event that triggers a listed
offer condition, you have in effect waived that condition. As you
are aware, waiver of an offer condition requires you to amend the
offer materials and may require extension of the offer. You may not
rely on the language in this paragraph to implicitly waive an offer
condition by failing to assert it. Please confirm your understanding
supplementally.

3. Refer to the last paragraph in this section. The third and
fifth sentences seem contradictory. The third sentence states that
once you waive an offer condition, you may not reassert it. The fifth
sentence states that the waiver of a condition with respect to one
factual scenario will not constitute a waiver with respect to any
other, implying that a condition would "survive" waiver. Please
clarify.

Information Concerning Blockbuster Inc. - Financial Information,
page 24

4. We note that you have incorporated by reference the financial
statements for the year ended December 31, 2003 and the quarter
ended September 30, 2004.  Where you incorporate by reference
financial statements found in other documents filed with the SEC,
we require you to include in the document disseminated to investors
the summary financial statements required by Item 1010(c) of
Regulation M-A.  See Instruction 6 to Item 10 of Schedule TO and
Q&A 7 in Section I.H of the Division of Corporation Finance`s Manual
of Publicly Available Telephone Interpretations (July 2001). Please
revise to include the summary financial statements. Advise how this
new information will be disseminated to option holders.

Closing Comments

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.

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

* you are responsible for the adequacy and accuracy of the
disclosure in the filings;

* 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

* you 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.

Please be aware that we may have additional comments after
reviewing your amendment. 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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