SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Sopris Capital Advisors LLC (Last) (First) (Middle) 314 SOUTH GALENA STREET, SUITE 300 (Street) ASPEN CO 81611-1818 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/20/2008	3. Issuer Name and Ticker or Trading Symbol MOVIE GALLERY INC [ NONE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,929,580	I	Through managed accounts(1)
Common Stock	4,101,034	I	Through managed accounts(2)
Common Stock	10,351,115	D(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	05/20/2008	05/15/2015	Common Stock	87,312	$20	I	Through managed accounts(1)
Warrant	05/20/2008	05/15/2015	Common Stock	117,256	$20	I	Through managed accounts(2)
Warrant	05/20/2008	05/15/2015	Common Stock	297,330	$20	D(3)
Warrant	05/20/2008	05/26/2015	Common Stock	86,250	$10	D(3)
Warrant	05/20/2008	05/26/2015	Common Stock	469,359	$0.01	I	Through managed accounts(1)
Warrant	05/20/2008	05/26/2015	Common Stock	250,161	$0.01	I	Through managed accounts(2)
Warrant	05/20/2008	05/26/2015	Common Stock	581,319	$0.01	I	Through accounts managed by Sopris Advisors
Warrant	05/20/2008	05/26/2015	Common Stock	400,258	$0.01	D(3)

1. Name and Address of Reporting Person* Sopris Capital Advisors LLC (Last) (First) (Middle) 314 SOUTH GALENA STREET, SUITE 300 (Street) ASPEN CO 81611-1818 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ASPEN ADVISORS LLC (Last) (First) (Middle) 152 WEST 57TH STREET 46TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HECHT NIKOS (Last) (First) (Middle) C/O ASPEN ADVISORS LLC 152 WEST 57TH STREET - 46TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sopris Capital LLC (Last) (First) (Middle) 314 SOUTH GALENA STREET, SUITE 300 (Street) ASPEN CO 81611-1818 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sopris Partners, Series A of Sopris Capital Partners, L.P. (Last) (First) (Middle) 314 SOUTH GALENA STREET, SUITE 300 (Street) ASPEN CO 81611-1818 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EnterAspen LTD (Last) (First) (Middle) 152 WEST 57TH STREET 46TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. All of the 2,929,850 shares reported in Table I and warrants to purchase an aggregate of 556,671 shares reported in Table II are owned by EnterAspen Limited ("EnterAspen") and managed by Aspen Advisors LLC, a Delaware limited liability company ("Aspen Advisors"). Aspen Advisors disclaims any beneficial interest in the securities owned by EnterAspen, except to the extent of its pecuniary interest therein. Mr. Nikos Hecht is the managing member of Aspen Advisors. By virtue of such status he may be deemed the beneficial owner of the securities held by EnterAspen under Regulation 13D-G under the Exchange Act. Mr. Hecht disclaims any beneficial interest in the securities owned by EnterAspen, except to the extent of its pecuniary interest therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

2. All of the 4,101,034 shares reported in Table I and warrants to purchase an aggregate of 367,417 shares reported in Table II, are owned by EnterAspen and managed by Sopris Capital Advisors, LLC, a Delaware limited liability company ("Sopris Advisors"). Sopris Advisors disclaims any beneficial interest in the securities owned by EnterAspen, except to the extent of its pecuniary interest therein. Mr. Nikos Hecht is the managing member of Sopris Advisors. By virtue of such status he may be deemed the beneficial owner of the securities held by EnterAspen under Regulation 13D-G under the Exchange Act. Mr. Hecht disclaims any beneficial interest in the securities owned by EnterAspen? except to the extent of its pecuniary interest therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

3. All of the 10,351,115 shares reported in Table I and warrants to purchase an aggregate of 783,838 shares reported in Table II are owned directly by Sopris Partners Series A, of Sopris Capital Partners, L.P. ("Sopris Partners"). Sopris Capital LLC is the general partner of Sopris Partners. Sopris Capital LLC ("Sopris Capital") owns a 2.53% interest in Sopris Partners. Mr. Nikos Hecht owns a 2.42% interest in Sopris Partners through Sopris Capital and a 0.48% direct interest in Sopris Partners for a total interest of 2.9%. Both Sopris Capital and Nikos Hecht disclaim any beneficial interest in the securities owned by Sopris Partners, except to the extent of their respective pecuniary interests therein.

Remarks:

	SOPRIS PARTNERS SERIES A, OF SOPRIS CAPITAL PARTNERS, L.P. By: SOPRIS CAPITAL, LLC, Its general partner By: /s/ NIKOS HECHT, Sole Member of the Managing Member	05/30/2008
	SOPRIS CAPITAL, LLC By: /s/ NIKOS HECHT, Sole Member of the Managing Member	05/30/2008
	ASPEN ADVISORS LLC By: /s/ NIKOS HECHT, Managing Member	05/30/2008
	ENTERASPEN LIMITED BY: ASPEN ADVISORS LLC, its attorney-in-fact with respect to accounts managed by Aspen Advisors LLC By: /s/ Nikos Hecht, Managing Member	05/30/2008
	SOPRIS CAPITAL ADVISORS, LLC, its attorney-in-fact with respect to accounts managed by Sopris Capital Advisors, LLC By: /s/ Nikos Hecht, Managing Member	05/30/2008
	/s/ NIKOS HECHT	05/30/2008
	** Signature of Reporting Person	Date
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