Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Prentice Capital Management, LP
 2. Date of Event Requiring Statement (Month/Day/Year)
11/14/2008		 3. Issuer Name and Ticker or Trading Symbol
BLOCKBUSTER INC [BBI]
(Last)
(First)
(Middle)
623 FIFTH AVENUE, 32ND FLOOR, 		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
12/08/2008
(Street)

NEW YORK, NY 10022		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A common stock (the "Common Stock") 12,170,683
I (1)
See Footnote (1) (2) (4)
Common Stock 346,300
I (3)
See Footnote (3) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Prentice Capital Management, LP
623 FIFTH AVENUE, 32ND FLOOR
NEW YORK, NY 10022		     X    
Zimmerman Michael
C/O PRENTICE CAPITAL MANAGEMENT
623 FIFTH AVENUE, 32ND FLOOR
NEW YORK, NY 10022		     X    

Signatures

PRENTICE CAPITAL MANAGEMENT, LP, By: Matthew Hoffman as General Counsel, /s/ Matthew Hoffman 12/22/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Michael Zimmerman ("Mr. Zimmerman") controls, and is responsible for the supervision and conduct of all investment activities of, Prentice Capital Management, LP ("Prentice Capital," together with Mr. Zimmerman, the "Reporting Persons"), the investment manager to a number of investment funds (including Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., Prentice Special Opportunities, LP, Prentice Special Opportunities Offshore, Ltd. and Prentice Special Opportunities Master, L.P.) and manages investments for certain entities in managed accounts (the "Investment Entities"). Prentice Capital has voting and dispositive authority over 12,170,683 shares of Common Stock held by the Investment Entities.
(2) Prentice Capital does not directly own any shares of Common Stock. Prentice Capital may be deemed to beneficially own 12,170,683 shares of Common Stock. Mr. Zimmerman does not directly own any shares of Common Stock. Mr. Zimmerman may be deemed to beneficially own 12,516,983 shares of Common Stock. Each of the Reporting Persons disclaims any beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
(3) Michael Zimmerman has voting and dispositive authority over 19,000 shares of Common Stock held by the Michael & Holly Zimmerman Family Foundation Inc., 304,500 shares of Common Stock held by Holly Zimmerman and 22,800 shares of Common Stock held by his children.
(4) Table I of this Form 3 is being amended to include the 346,300 shares of Common Stock that Michael Zimmerman may be deemed to beneficially own. This Form 3 is also being amended to update footnote (1) and add footnotes (2) and (3).

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