UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~April~~June 201, 2011

BLOCKBUSTER INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

DELAWARE	001-15153	52-1655102
Delaware	001-15153	52-1655102
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1201 Elm Street Dallas, Texas	75270	~~75270~~
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (214) 854-3000

~~(Registrant’s~~Not ~~telephone~~Applicable ~~number, including area code)~~

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 27.01. ~~Completion~~Regulation ofFD ~~Acquisition or Disposition of Assets~~Disclosure.

OnAs ~~April~~previously disclosed, on September 2623, ~~2011~~2010, Blockbuster Inc. (the “Company”) ~~completed~~and ~~its~~certain ~~previously announced sale~~ of ~~substantially all of~~ its ~~assets to DISH~~domestic ~~Network~~subsidiaries (collectively, ~~Corporation~~the (“~~DISH~~Debtors”) ~~pursuant~~filed tovoluntary anpetitions ~~amended~~for ~~and~~relief ~~restated asset purchase agreement dated April 20, 2011~~ (the “~~Asset~~Bankruptcy ~~Purchase Agreement~~Filing”), ~~in a sale conducted~~ under ~~the~~chapter ~~provisions~~11 of ~~Section 363~~title 11 of the ~~U.S.~~ United States Bankruptcy Code ~~and~~in ~~approved by~~ the ~~U.S.~~United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) oncase ~~April 7,~~number ~~2011 (the “363 Sale”)~~10-14997.

~~Pursuant~~On toJune 1, 2011, the ~~terms~~Debtors filed oftheir monthly operating report for the ~~Asset~~period ~~Purchase~~from ~~Agreement~~April 4, ~~DISH~~2011 ~~paid~~to ~~$320.6~~May 1, ~~million.~~2011 ~~The~~(the ~~Blockbuster~~“Monthly ~~estate~~Operating ~~will~~Report”) ~~receive~~with ~~approximately~~the ~~$226~~Bankruptcy ~~million~~Court. inThe ~~net~~Monthly ~~proceeds,~~Operating ~~after~~Report ~~certain~~is ~~purchase~~attached ~~price~~as ~~adjustments~~ Exhibit 99.1 and ~~subject~~is toincorporated herein aby ~~post-closing~~reference. ~~reconciliation~~This ofcurrent ~~cash~~report ~~and~~(including ~~inventory,~~the ~~which~~exhibit hereto) will not be ~~used~~deemed toan ~~satisfy~~admission as to the ~~claims~~materiality of ~~the~~any ~~Company’s~~information ~~creditors~~required into ~~the~~be ~~manner~~disclosed ~~previously~~solely ~~approved~~ by ~~the~~Regulation ~~Bankruptcy Court~~FD.

~~The~~Limitation ~~Company~~on ~~anticipates~~Incorporation ~~that~~by ~~there~~Reference will be no remaining proceeds from the 363 Sale available for distribution to any classes of the Company’s preferred or common stockholders and that all classes of stock will be cancelled in connection with winding down and dissolution of the Company.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 57.~~02.~~01 ~~Departure~~shall not be deemed “filed” for purposes of ~~Directors~~Section 18 orof ~~Certain~~the ~~Officers;~~Securities ~~Election~~Exchange Act of ~~Directors;~~1934, as ~~Appointment~~amended (the “Exchange Act”), or otherwise subject to the liabilities of ~~Certain~~that ~~Officers;~~section, ~~Compensatory~~nor ~~Arrangements~~shall such information be deemed incorporated by reference in any filing under the Securities Act of ~~Certain~~1933, ~~Officers~~as amended, except as shall be expressly set forth by specific reference in such a filing.

~~5.02(b).~~Cautionary OnStatement ~~April 20,~~Regarding ~~2011, Thomas Kurrikoff, Senior Vice President, International Operations and~~ Financial ~~Planning~~Operating ~~of the Company entered~~Data ~~into a voluntary separation agreement with the Company, effective as of April 26, 2011, the date of the closing of the 363 Sale.~~

OnThe Company cautions investors and potential investors not to place undue reliance upon the information contained in ~~April 25,~~the ~~2011~~Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. ~~directors~~The ~~Edward~~Monthly ~~Bleier,~~Operating ~~Kathleen~~Report ~~Dore~~is limited in scope, ~~Jules~~covers ~~Haimovitz~~a limited time period, is ~~Greg~~limited ~~Meyer~~to the Debtors’ domestic operations, and ~~Strauss~~has ~~Zelnick~~been ~~notified~~prepared solely for the ~~Company~~purpose of ~~their~~complying ~~intention~~with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with Generally Accepted Accounting Principles in the United States, is in a format prescribed by applicable bankruptcy laws, and is subject to ~~resign~~future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s ~~board~~securities, ofthe ~~directors,~~Monthly ~~effective~~Operating asReport ofis ~~April 26,~~complete. ~~2011,~~The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the ~~date~~Company’s ofreports pursuant to the ~~closing~~Exchange Act, and such information might not be indicative of the ~~363~~Company’s ~~Sale~~financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

OnCautionary ~~April 26,~~Statement ~~2011,~~Regarding ~~upon~~Forward-Looking ~~the~~Statements closing of the 363 Sale, the Company terminated the employment of the following executive officers effective April 26, 2011: James W. Keyes, Chief Executive Officer, Dennis McGill, Executive Vice President and Chief Financial Officer, Kevin Lewis, Senior Vice President, Digital Media, and Rod J. McDonald, Senior Vice President, Secretary and General Counsel.

OnThe information ~~May 6~~contained in this Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements (other than statements of historical facts) that address projected or estimated results, ~~2011~~or events, ~~James~~developments Wor results that we intend, expect, believe, anticipate, plan, forecast or project, will or may occur in the future are forward-looking statements. ~~Keyes~~The ~~provided~~words ~~notice~~“possible,” “propose,” “might,” “could,” “would,” “projects,” “plan,” “forecasts,” “anticipates,” “expect,” “intend,” “believe,” “seek” or “may,” and similar expressions, are intended to identify forward-looking statements, but are not the ~~Company~~exclusive means of ~~his~~identifying ~~resignation as~~them. ~~Chairman~~Forward-looking statements are subject to a number of ~~the~~risks, ~~Board~~contingencies and uncertainties, some of which ~~Directors~~our management has not yet identified. Forward-looking statements are not guarantees of future performance; subsequent developments may cause forward-looking statements to become outdated; and actual results, ~~effective~~developments and business decisions may differ materially from those contemplated by such forward-looking statements as a result of ~~May~~various 6factors. Important factors that should be considered as potentially causing actual results to differ from those contemplated by forward-looking statements include, ~~2011.~~but are not limited to (i) the fact that we are currently not conducting business

5.02(c). On May 3, 2011, the board of directors of the Company named Bruce Lewis, 46, Senior Vice President, Controller and Principal Accounting Officer of the Company, as the Company’s Principal Financial Officer and Chief Executive Officer.

Mr. Lewis has served as Senior Vice President and Principal Accounting Officer of the Company since September 2004. He also serves as the Company’s Controller. Mr. Lewis joined Blockbuster in 2001 and has performed the roles of Treasurer, Vice President of Internal Controls, International Controller and Tax Director. Before joining Blockbuster, Mr. Lewis held various leadership positions with Lend Lease REI, Cinemark and Deloitte & Touche.

The Company did not enter into or amend any material contract or arrangement with Mr. Lewis in connection with his appointment as the Company’s Principal Financial Officer or Chief Executive Officer. Mr. Lewis is not engaged in any transactions with the Company or its subsidiaries that are required to be disclosed under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(d) Not applicable.

~~SIGNATURE~~ operations and will have no operations in the future; (ii) we are currently winding up the Company’s business and distributing the proceeds of the court-supervised sale of substantially all of our assets, after which we expect to file a plan of liquidation with the bankruptcy court; and (iii) even though our common stock continues to be quoted on the Pink Sheets, our common stock has no value and our stockholders should not view the trading activity of our common stock on the Pink Sheets or any other market or trading platform as being indicative of the value our stockholders will receive as a part of the chapter 11 cases. The cautionary statements provided above are being made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”) and with the intention of obtaining the benefits of the “safe harbor” provisions of the Act for any such forward-looking information. Additional risks that may affect the Company’s future performance are detailed in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or circumstances, or otherwise.

~~Pursuant~~Item 9.01. toFinancial ~~the~~Statements ~~requirements~~and ofExhibits ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

	BLOCKBUSTER INC.
Date: May 9, 2011	By:	/s/ Bruce W. Lewis
		Bruce W. Lewis,
		Senior Vice President, Controller, Principal Accounting Officer and Principal Financial Officer

(d) Exhibits.


Exhibit Number		Description

99.1		Monthly Operating Report for the period from April 4, 2011 to May 1, 2011, filed with the United States Bankruptcy Court for the Southern District of New York

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	BLOCKBUSTER INC.
Date: June 7, 2011

	By:	/s/ BRUCE W. LEWIS
		Senior Vice President, Controller and Principal Accounting Officer

EXHIBIT INDEX


Exhibit No.		Description

99.1		Monthly Operating Report for the period from April 4, 2011 to May 1, 2011, filed with the United States Bankruptcy Court for the Southern District of New York

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