Exhibit 2

                 [Letterhead of Carl C. Icahn]

                                  April 7, 2005

VIA FACSIMILE -214/854-3400

Mr. John Antioco
Chairman and Chief Executive Officer
Blockbuster, Inc.
1201 Elm Street
Dallas, Texas  75270

Dear Mr. Antioco:

On Friday,  April 1, 2005,  the New York Post stated,  "Blockbuster  head honcho
John Antioco  received $51M in 2004 for standing by while his company lost about
half of the market capitalization and $1.25B in income."

I not only find these pay packages  unconscionable  but also find fault with the
way you are running the company.  In short,  you are on a "spending  spree" with
your shareholders' money. I, as your largest  shareholder,  believe that much of
the cash flow of Blockbuster should be returned as a dividend.

On the date you  determined  to drop your  pursuit of Hollywood  (another  grave
error),  you surprised  shareholders  by  immediately  announcing  that you were
moving the annual  meeting from the expected  July date to May. This gave anyone
wishing to put up a slate only 10 days to notify the Blockbuster of that fact. I
asked  you,  because  of that short  notice  period,  to give an extra week to a
shareholder  wishing to notify you of its intent to  nominate  directors.  I was
sorry to learn in your letter  yesterday  you have refused to  accommodate  this
request.  As I stated,  the  postponement  might have given us a small window to
discuss our differences. However, on reflection, it appears that our differences
are  probably  too  large to be  bridged  in any  event.  As I  mentioned,  I am
determined to put into nomination a slate,  which if elected will attempt to: 1)
bring  discipline to the "spending  spree"  currently in effect,  2) control any
further egregious bonuses,  3) strongly urge the board to give greater dividends
to the  shareholders  and 4) be sure that any  offers  for the  company  see the
"light of day". If we cannot bring about those changes to our  satisfaction,  we
plan to  attempt  to take  control  of Board  of  Directors  in the 2006  annual
meeting.

                                              Very truly yours,
                                              /s/ Carl C. Icahn
                                              Carl C. Icahn

SECURITY  HOLDERS ARE ADVISED TO READ THE 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 (A) WHEN AND IF
THEY  BECOME  AVAILABLE,   BECAUSE  THEY  WILL  CONTAIN  IMPORTANT  INFORMATION,
INCLUDING   INFORMATION   RELATING  TO  THE   PARTICIPANTS  IN  ANY  SUCH  PROXY
SOLICITATION,  AND (B) WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A
FORM OF PROXY WHICH WILL BE MAILED TO STOCKHOLDERS OF BLOCKBUSTER, INC. AND WILL
BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV.