SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                             SCHEDULE 13D/A
               Under the Securities Exchange Act of 1934

                           (Amendment No. 6)*

                 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 30, 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
                                 :     0
      Number Of Shares           : (8) SHARED VOTING POWER
      Beneficially Owned
      By Each Reporting          : (9) SOLE DISPOSITIVE POWER
      Person With                :     0
                                 : (10) SHARED DISPOSITIVE POWER
                                 :

(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          0 shares

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

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

          0%

(14) TYPE OF REPORTING PERSON

          IN




         This Amendment No. 6 (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, Amendment
No. 4 filed on March 22, 2005 and Amendment No. 5 filed on March 30, 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:

         As described in Item 5(c), Mr. Wattles disposed of all of the shares
of the Company's Common Stock that he beneficially owned.

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 0 shares
of the Company's Common Stock.  Mr. Wattles' beneficial ownership of the
Company's Common Stock represents 0% of the Company's issued and outstanding
shares.

         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)
  -----------    ----------------    -------------    ----------------------
    3/30/05          Sold               268,000             13.18
    3/31/05          Sold               755,611             13.1469
    4/1/05           Sold             2,962,582             13.2003

         Item 5(e) is hereby added:

         On March 31, 2005, Mr. Wattles ceased to be the beneficial owner of
more than five percent of the Company's Common Stock.




                                 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: April 1, 2005

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