UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                              (Amendment No. 10)*

                                Blockbuster Inc.
                                (Name of Issuer)

                              Class A Common Stock
                              Class B Common Stock
                         (Title of Class of Securities)

                               Class A: 093679108
                               Class B: 093679207
                                 (CUSIP Number)

                               Marc Weitzen, Esq.
                                General Counsel
                 Icahn Enterprises L.P. & affiliated companies
                          767 Fifth Avenue, 47th Floor
                            New York, New York 10153
                                 (212) 702-4388
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                                January 28, 2010
            (Date of Event which Requires Filing of this Statement)

If  the filing person has previously filed a statement on Schedule 13G to report
the  acquisition  that  is  the subject of this Schedule 13D, and is filing this
schedule  because  of  240.13d-1(e),  240.13d-1(f)  or  240.13d-1(g),  check the
following  box  /  /.

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to  whom  copies  are  to  be  sent.

*The  remainder  of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent  amendment  containing  information  which  would  alter
disclosures  provided  in  a  prior  cover  page.

The information required on the remainder of this cover page shall not be deemed
to  be  "filed"  for the purpose of Section 18 of the Securities Exchange Act of
1934  ("Act") or otherwise subject to the liabilities of that section of the Act
but  shall  be  subject  to  all  other  provisions of the Act (however, see the
Notes).




                                  SCHEDULE 13D

Class A CUSIP No. 093679108; Class B CUSIP No. 093679207

1   NAME  OF  REPORTING  PERSON
      Carl  C.  Icahn

    S.S.  OR  I.R.S.  IDENTIFICATION  NO.  OF  ABOVE  PERSON

2   CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP*
      (a) / /
      (b) / /

3   SEC  USE  ONLY

4   SOURCE  OF  FUNDS*
      OO

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d)  or  2(e)                                                           / /

6   CITIZENSHIP OR PLACE OF ORGANIZATION
       United States of America

NUMBER  OF  SHARES  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON  WITH:

7   SOLE  VOTING  POWER
      Class  A  71,749

8   SHARED  VOTING  POWER
      Class  A  20,533,441  (see  Item  3  and  5);  Class  B  5,566,131

9   SOLE  DISPOSITIVE  POWER
      Class  A  71,749

10  SHARED  DISPOSITIVE  POWER
      Class  A  20,533,441  (see  Item  3  and  5);  Class  B  5,566,131

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      Class  A  20,605,190  (see  Item  3  and  5);  Class  B  5,566,131

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   / /

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      Class  A  16.87%  (see  Item  3  and  5);  Class  B  7.73%

14  TYPE  OF  REPORTING  PERSON*
      I




                                  SCHEDULE 13D

Item 1. Security and Issuer

     This  Statement constitutes Amendment No. 10 to the Schedule 13D previously
filed  on  December  14,  2004  and amended on February 17, 2005, April 7, 2005,
April  8,  2005, April 19, 2005, April 28, 2005, November 10, 2005, November 16,
2005,  November  19, 2007 and May 9, 2008. All capitalized terms used herein and
not otherwise defined herein shall have the respective meanings ascribed to such
terms  in  the  previously  filed  statement  on  Schedule  13D.

Item 4. Purpose of Transaction

     Item 4 is hereby amended to add the following:

     On January 29, 2010, Mr. Carl Icahn sent a letter (the "January 29 Letter")
to Mr. James Keyes, Chairman and Chief Executive Officer of the Issuer, in which
Mr.  Icahn  confirmed  his resignation from the Board of Directors of the Issuer
effective  as  of  the  close  of  business  on  January  28,  2010.

     A  copy  of  the  January  29  Letter  is  filed as Exhibit 1 hereto and is
incorporated  herein  by  reference.  The  description  herein of the January 29
Letter  is qualified in its entirety by reference to the January 29 Letter filed
herewith.

Item 5. Interest in Securities of the Issuer

     Item 5 is hereby amended to add the following:

     (a) As the close of business on January 29, 2010, Registrants may be deemed
to  beneficially  own,  in the aggregate, 20,605,190 Class A Shares (composed of
13,226,549 Class A Shares which the Registrants own and approximately additional
7,378,641  Class  A Shares which the Registrants would hold if the approximately
$38,000,000  of  the face amount of the Preferred Shares held by the Registrants
were  fully  converted  into  Class  A  Shares)  and  5,566,131  Class B Shares,
representing approximately 16.87% of the Issuer's outstanding Class A Shares and
approximately  7.73%  of  the  Issuer's  outstanding  Class B Shares (based upon
122,113,087  Class  A  Shares  and  72,000,000  Class  B  Shares  stated  to  be
outstanding as of November 6, 2009 by the Issuer in the Issuer's Form 10-Q filed
with  the  Securities  and  Exchange  Commission  on  November  13,  2009).

     (b)  Mr. Icahn has sole voting power and sole dispositive power with regard
to  71,749  Class A Shares. Each of Registrants (other than Mr. Icahn) disclaims
beneficial  ownership  of  such  Shares  for  all  purposes.

     (c)  There  were  no  transactions effected in Shares within the past sixty
days.

Item 7. Material to be Filed as Exhibits

     Item 7 is hereby amended by the addition of the following:

     Exhibit  1     The  January  29  Letter



                                   SIGNATURE

     After  reasonable  inquiry  and  to  the  best  of  each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth  in  this  statement  is  true,  complete  and  correct.

Dated:  January  29,  2010

HIGH  RIVER  LIMITED  PARTNERSHIP
     By:  Hopper  Investments  LLC,  general  partner
     By:  Barberry  Corp.,  sole  member

     By:  /s/  Edward  E.  Mattner
          ------------------------
          Name:  Edward  E.  Mattner
          Title:  Authorized  Signatory

HOPPER  INVESTMENTS  LLC
     By:  Barberry  Corp.,  sole  member

     By:  /s/  Edward  E.  Mattner
          ------------------------
          Name:  Edward  E.  Mattner
          Title:  Authorized  Signatory

BARBERRY  CORP.

     By:  /s/  Edward  E.  Mattner
          ------------------------
          Name:  Edward  E.  Mattner
          Title:  Authorized  Signatory

ICAHN  PARTNERS  MASTER  FUND  LP

     By:  /s/  Edward  E.  Mattner
          ------------------------
          Name:  Edward  E.  Mattner
          Title:  Authorized  Signatory

ICAHN  PARTNERS  MASTER  FUND  II  LP

     By:  /s/  Edward  E.  Mattner
          ------------------------
          Name:  Edward  E.  Mattner
          Title:  Authorized  Signatory

ICAHN  PARTNERS  MASTER  FUND  III  LP

     By:  /s/  Edward  E.  Mattner
          ------------------------
          Name:  Edward  E.  Mattner
          Title:  Authorized  Signatory



ICAHN  OFFSHORE  LP

     By:  /s/  Edward  E.  Mattner
          ------------------------
          Name:  Edward  E.  Mattner
          Title:  Authorized  Signatory

ICAHN  PARTNERS  LP

     By:  /s/  Edward  E.  Mattner
          ------------------------
          Name:  Edward  E.  Mattner
          Title:  Authorized  Signatory

ICAHN  ONSHORE  LP

     By:  /s/  Edward  E.  Mattner
          ------------------------
          Name:  Edward  E.  Mattner
          Title:  Authorized  Signatory

ICAHN  CAPITAL  LP
     By:  IPH GP LLC, general partner
     By:  Icahn  Enterprises  Holdings  L.P.,  general  partner
     By:  Icahn  Enterprises  G.P.  Inc.,  general  partner

     By:  /s/Dominick  Ragone
          -------------------
          Name:  Dominick  Ragone
          Title:  Chief  Financial  Officer

IPH GP LLC
     By:  Icahn  Enterprises  Holdings  L.P.,  general  partner
     By:  Icahn  Enterprises  G.P.  Inc.,  general  partner

     By:  /s/Dominick  Ragone
          -------------------
          Name:  Dominick  Ragone
          Title:  Chief  Financial  Officer

ICAHN  ENTERPRISES  HOLDINGS  L.P.
     By:  Icahn  Enterprises  G.P.  Inc.,  general  partner

     By:  /s/Dominick  Ragone
          -------------------
          Name:  Dominick  Ragone
          Title:  Chief  Financial  Officer

ICAHN  ENTERPRISES  G.P.  INC.

     By:  /s/Dominick  Ragone
          -------------------
          Name:  Dominick  Ragone
          Title:  Chief  Financial  Officer

BECKTON  CORP.

     By:  /s/EdwardE.Mattner
          ------------------
          Name:  Edward  E.  Mattner
         Title:  Authorized  Signatory



/s/  Carl  C.  Icahn
--------------------
CARL  C.  ICAHN





                                   EXHIBIT 1
                                   ---------



                                January 29, 2010


Mr. James W. Keyes
Chairman and Chief Executive Officer
Blockbuster Inc.
1201 Elm Street
Dallas, TX  75270

Dear Jim:

This  will confirm my resignation as a director of Blockbuster, effective at the
close of business on January 28, 2010. I am resigning in order to conform to the
ISS  guidelines  regarding  the  number  of  other directorships a candidate for
election to a board of a public company should hold. As you may be aware, I also
recently  resigned  from  the  boards  of  Yahoo!  and  Motricity.

Over  the  last  years,  I  have greatly enjoyed working with you, the Board and
management.  I  am  certain  I will miss these relationships. I wish you all the
best  of  luck  in  the  future.

                                                               Best regards,

                                                               /s/ Carl C. Icahn
                                                               -----------------
                                                               Carl C. Icahn