SCHEDULE 14A
                    Proxy Statement Pursuant to Section 14(a)
            of the Securities Exchange Act of 1934 (Amendment No. 1)


Filed by the Registrant    [  ]

Filed by a Party other than the Registrant    [x]

Check the appropriate box:

[  ]     Preliminary Proxy Statement
[  ]     Confidential, for Use of the Commission Only
         (as permitted by Rule 14a-6(e)(2))
[  ]     Definitive Proxy Statement
[  ]     Definitive Additional Materials
[X]      Soliciting Material Pursuant to ss. 240.14a-12

                                Blockbuster Inc.
                                                                 
                (Name of Registrant as Specified In Its Charter)

                                Icahn Partners LP
                          Icahn Partners Master Fund LP
                         High River Limited Partnership
                                Icahn & Co., Inc.
                                  Carl C. Icahn
                                Keith A. Meister
                               Vincent J. Intrieri
                                  Nick Graziano

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

         1) Title of each class of securities to which transaction applies:

                                                                 

         2) Aggregate number of securities to which transaction applies:

                                                                 

         3) Per unit price or other  underlying  value of  transaction  computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

                                                                 

         4) Proposed maximum aggregate value of transaction:

                                                                 

         5) Total fee paid:

                                                                 

[  ]     Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

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         4) Date Filed:

                                                            





Mr. Icahn is sending a letter  attached  hereto as Exhibit A to  stockholders of
Blockbuster Inc. in lieu of the letter filed on this Schedule 14A earlier today.


SECURITY  HOLDERS ARE ADVISED TO READ THE DEFINITIVE  PROXY  STATEMENT AND OTHER
DOCUMENTS  RELATED TO  SOLICITATION  OF PROXIES BY MR. ICAHN AND HIS  AFFILIATES
FROM THE  STOCKHOLDERS OF BLOCKBUSTER  INC. FOR USE AT ITS ANNUAL  MEETING.  THE
DEFINITIVE  PROXY  STATEMENT  IS AVAILABLE  AT NO CHARGE AT THE  SECURITIES  AND
EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.





                                                                      EXHIBIT A


                                  CARL C. ICAHN
                          767 FIFTH AVENUE - 47TH FLOOR
                               NEW YORK, NY 10153

May 3, 2005

Dear Fellow Stockholder:

I am extremely pleased that Institutional  Shareholder  Services (ISS) yesterday
issued a proxy analysis of the proxy contest of Blockbuster Inc. and recommended
that its member institutions NOT VOTE MANAGEMENT'S WHITE PROXY CARD and VOTE the
Icahn GOLD PROXY CARD for Strauss Zelnick and Edward Bleier.

I hope that all stockholders  follow ISS'  recommendation to VOTE THE GOLD PROXY
CARD  for  Mr.  Zelnick  and  Mr.  Bleier,  whom  they  recognized  as  superior
candidates.  I am disappointed that ISS recommended that  stockholders  withhold
voting for my individual  candidacy.  I disagree with the ISS suggestion  that I
may be a disruptive  force on the Board. In fact, if the Icahn slate is elected,
I look  forward  to working  together  with Mr.  Antioco to enhance  stockholder
value. In addition to the vast media industry expertise that Mr. Zelnick and Mr.
Bleier would bring to the Board, I would bring  financial  acumen that I believe
is unmatched by any of management's nominees.

I am  heartened  that  Blockbuster's  press  release on Friday,  April 29, 2005,
indicates to us that we were correct that the Board may be able,  subject to its
fiduciary duties, to cure any default in Mr. Antioco's employment agreement that
would be created if Mr. Antioco does not get reelected as a director, especially
in light of the fact that I would  support him being  reinstated as the Chairman
of the Board.

As the largest  beneficial  holder of  Blockbuster  stock, I intend to cooperate
with  management,  and certainly hope that  management's  plans are  successful.
However,  I remain concerned that  management's  initiatives will continue to be
inadequate. If earnings and cash flow continue to decline,  management should be
held accountable.

In this  regard,  obviously,  I have  not at this  time  determined  whether  to
nominate directors in 2006. The Company's Certificate of Incorporation  requires
that  classes of a staggered  board of  directors be as nearly equal as possible
and  provides  that the maximum  size of the Board is 12  directors.  Therefore,
should the Company  determine to add  directors  (up to the maximum  possible of
five  additional  directors),  then,  if I do  determine to nominate a number of
nominees in 2006 equal to the number of seats coming up for  election,  the only
way to ensure that such  nominees,  together  with my nominees  elected in 2005,
would  constitute a majority of the Board,  is to ELECT ALL THREE of my nominees
in 2005.

Please follow ISS'  recommendation  and do NOT vote the white proxy card. Please
vote the GOLD PROXY CARD for my two nominees and myself.

SECURITY  HOLDERS ARE ADVISED TO READ THE DEFINITIVE  PROXY  STATEMENT AND OTHER
DOCUMENTS  RELATED TO  SOLICITATION  OF PROXIES BY MR. ICAHN AND HIS  AFFILIATES
FROM THE  STOCKHOLDERS OF BLOCKBUSTER  INC. FOR USE AT ITS ANNUAL  MEETING.  THE
DEFINITIVE  PROXY  STATEMENT  IS AVAILABLE  AT NO CHARGE AT THE  SECURITIES  AND
EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.

                                                              Very truly yours,

                                                              Carl Icahn








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                                    IMPORTANT

Please  sign,  date  and  return  the  enclosed  GOLD  proxy  card  today in the
postage-paid  envelope provided. Do not sign any proxy card that you may receive
or have received from Blockbuster.  You may also revoke any proxy you previously
signed and  submitted by signing,  dating and  returning the enclosed GOLD proxy
card.

If you have any  questions,  or need  assistance  in voting your shares,  please
contact the firm assisting us in the solicitation of proxies:

                              D.F. KING & CO., INC.
                                 48 Wall Street
                               New York, NY 10005
                         Call Toll-Free: 1-800-431-9645
            Banks and Brokerage Firms Call Toll-Free: 1-212-269-5550

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