SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 SCHEDULE 13D/A
                   Under the Securities Exchange Act of 1934
                               (Amendment No. 5)*

                      HOLLYWOOD ENTERTAINMENT CORPORATION
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                  436141 10 5
                                 (CUSIP Number)

                                Mark J. Wattles
                              7945 W. Sahara #205
                            Las Vegas, Nevada 89117
                                  702-804-0079
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                 March 22, 2005
            (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 Rule  13d-1(e),  13d-1(f)  or  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.

                         (Continued on following pages)


__________________

     * 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).



(1)     NAME OF REPORTING PERSON

        Mark J. Wattles

(2)     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                                  (a)     [  ]
                                                  (b)     [  ]
(3)     SEC USE ONLY


 (4)    SOURCE OF FUNDS

        [PF/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
            U.S. Citizen
                          : (7) SOLE VOTING POWER
                          :     3,986,193
Number Of Shares          : (8) SHARED VOTING POWER
Beneficially Owned        :
By Each Reporting         : (9) SOLE DISPOSITIVE POWER
Person With               :     3,986,193
                          : (10) SHARED DISPOSITIVE POWER
                          :

(11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           3,986,193 shares

(12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                       [  ]

(13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
           6.2%

(14)     TYPE OF REPORTING PERSON
            IN




     This  Amendment  No.  5  (this  "Amendment")  amends  and  supplements  the
Statement on Schedule 13D (the "Statement") filed by Mark J. Wattles on April 7,
2004, as amended by Amendment  No. 1 filed on October 15, 2004,  Amendment No. 2
filed on  January  24,  2005,  Amendment  No. 3 filed on  February  4,  2005 and
Amendment No. 4 filed on March 22, 2005, relating to the beneficial ownership of
shares  of  Common  Stock of  Hollywood  Entertainment  Corporation,  an  Oregon
corporation  (the  "Company").  Capitalized  terms used herein and not otherwise
defined shall have the respective meanings ascribed to them in the Statement, as
amended.

     Except as specifically  provided herein, this Amendment does not modify any
of the information  previously  reported in the Statement,  as amended.

Item 4. Purpose of Transaction.

     The  first  paragraph  of Item 4 is  hereby  amended  and  restated  in its
entirety:

     Mr. Wattles beneficially owns 3,986,193 shares of the Company's Common
Stock.  Mr. Wattles intends to continue to dispose of up to approximately 1
million additional shares of Company Common Stock and may dispose of all of his
remaining shares prior to the closing of the merger between Movie Gallery and
the Company in the open market, through private transactions or otherwise.
Mr. Wattles reserves the right to increase or decrease the actual number of
shares to be sold.

Item 5. Interest in Securities of the Issuer.

     Item 5(a) is hereby  amended and  restated in its  entirety:

     (a)  Under  the  rules  and  regulations  of the  Securities  and  Exchange
Commission,  Mr. Wattles may be deemed to be the beneficial  owner of a total of
3,986,193  shares  of  the  Company's  Common  Stock.  Mr.  Wattles'  beneficial
ownership of the Company's  Common Stock  represents  approximately  6.2% of the
Company's  issued and  outstanding  shares.  For the  purpose of  computing  the
percentage of outstanding  securities  beneficially  owned, the number of shares
issued and outstanding is as of March 18, 2005 and is based on the amount stated
in the  Company's  Definitive  Proxy  Statement  on Schedule  14A filed with the
Securities  and  Exchange  Commission  on March  21,  2005.

     Item 5(c) is hereby amended by addition of the  following:

     (c) Mr.  Wattles  effected the  following  transactions  in the open market
since his most recent filing on Schedule 13D:

                                                        Price per Share
Trade Date     Transaction Type          Quantity     (without commission)
3/22/05               Sold               1,000,000          14.0769
3/23/05               Sold                 941,000          14.1115
3/24/05               Sold                 210,407          14.1500






                                   SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

                              Dated: March 29, 2005

                              /s/ Mark J. Wattles
                              --------------------------------
                                  Mark J. Wattles