SecProbe.io

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								December 8, 2005
Zip+4 Code:  20549-0305

Via Fax & U.S. Mail

Mr. Larry J. Zine
Chief Financial Officer
Blockbuster Inc.
1201 Elm Street
Dallas, Texas  75270

RE:	Blockbuster Inc. (the "Company")
	Form 10-K for the year ended December 31, 2004
	And Form 10-Q for the quarter ended September 30, 2005
	File No. 001-15153

Dear Mr. Zine:

      We have reviewed your response letter dated December 5,
2005,
and have the following comment.  We believe any revision should be
made in an amendment to your September 30, 2005 Form 10-Q in
response
to this comment.   After reviewing this information, we may or may
not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We welcome any questions you may have about our comments or on any
other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.

      Please respond to confirm that such comments will be
complied
with.  Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be also be submitted in electronic form, under the label
"corresp" with a copy to the staff.  Please respond within ten
(10)
business days.

Form 10-K for the Year Ended December 31, 2004 and
Form 10-Q for the Quarter Ended September 30, 2005

Consolidated Statements of Cash Flows

      We note your response to our prior comment.  While paragraph
24
of SFAS 95 states that the acquisition of equipment to be rented
to
others is generally an investing activity and that classification
depends on the activity that is likely to be the predominant
source
of cash flows, these general statements are qualified for
equipment
to be rented to others for a short period of time and then sold.
Paragraph 24 goes on to specify that in those circumstances "the
acquisition...of those assets shall be considered operating
activities."  As your non-base rental library stock is rented for
a
short period and then sold, please restate your financial
statements
to classify purchases of non-base rental library stock as
operating
cash outflows, consistent with the requirements of SFAS 95 and
others
in your industry.

********

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a 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
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.

      You may contact Lyn Shenk at (202) 551-3380 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact the undersigned at (202) 551-3816 with
any
other questions.

								Sincerely,

      Joseph A. Foti
Senior Assistant Chief Accountant

Via facsimile:  Mr. Zine  (214) 854-3464
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Mr. Larry J. Zine
Blockbuster Inc.
December 8, 2005
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