SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC 20549



                       	     FORM 8-K

                          CURRENT REPORT
                PURSUANT TO SECTION 13 OR 15(D) OF
                THE SECURITIES EXCHANGE ACT OF 1934

  Date of Report (Date of earliest event reported): June 2, 1999



          		 BLOWOUT ENTERTAINMENT, INC.
          (Exact Name of Registrant as Specified in Charter)



DELAWARE                   0-21327                    84-0498950
(State or other     (Commission File Number)   (IRS Employer Identification
Jurisdiction of							                                    	No.)
Incorporation)

                           7700 NE AMBASSADOR PLACE
                         ONE AIRPORT CENTER, 2{ND} FLOOR
                               PORTLAND, OREGON                   97220
                    (Address of Principal Executive Office)     (Zip Code)


      Registrant's telephone number, including area code:  (503) 331-2729



                                NOT APPLICABLE
         (Former Name or Former Address, if Changed Since Last Report)


ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

     As previously reported on March 22, 1999, Blowout Entertainment,  Inc.
(the  "Registrant")  entered  into  an Asset Purchase Agreement.  The Asset
Purchase Agreement was with MGA Inc. d/b/a/ Movie Gallery ("Movie Gallery")
pursuant to which the Registrant agreed  to  sell  substantially all of its
assets  to Movie Gallery for an aggregate purchase price  of  $2.4  million
(the "Asset  Sale"),  as  amended  on  March  29,  1999.  The  Registrant's
execution of the Asset Purchase Agreement occurred immediately prior to the
filing  of its Chapter 11 petition with the United States Bankruptcy  Court
for the District  of  Delaware  (the "Bankruptcy Court").  On May 14, 1999,
the Bankruptcy Court issued an order authorizing the Asset Sale and related
transactions.  Registrant completed  the Asset Sale effective May 17, 1999.
The  transfer  of  assets  to  Movie Gallery  represented  an  arm's-length
transaction and was negotiated in  good  faith  between the parties.  Movie
Gallery is not affiliated with the Registrant, its  officers,  directors or
principal   stockholders.   Movie  Gallery  is  expected  to  continue  the
Registrant's  approximately  90 store-within-a-store video rental and sales
operations.  Approximately $2.3  million  of  the  purchase  price  applied
solely towards the payment of a secured creditor and costs and expenses  of
the transaction.

ITEM 7.   FINANCIAL   INFORMATION,  PRO  FORMA  FINANCIAL  INFORMATION  AND
EXHIBITS.

     (A)  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED

          Not applicable  as  financial  statements  have  been  previously
          reported.

     (B)  PRO FORMA FINANCIAL INFORMATION

          Not  applicable  as the pro forma financial statements have  been
          previously reported.


     (C)  EXHIBITS

     2.1  Asset Purchase Agreement,  dated  March  22, 1999, by and between
          Blowout  Entertainment, Inc. and M.G.A., Inc.,  (incorporated  by
          reference  to  Form  8-K/A  of  Blowout Entertainment, Inc. filed
          April 9, 1999).

     2.2  Amendment to Asset Purchase Agreement,  dated  March 29, 1999, by
          and  between  Blowout  Entertainment,  Inc.  and  M.G.A.,   Inc.,
          (incorporated   by   reference   to   Form   8-K/A   of   Blowout
          Entertainment, Inc. filed April 9, 1999).





                            SIGNATURES

     Pursuant  to  the requirements of the Securities Exchange Act of 1934,
the registrant has duly  caused  this  report to be signed on its behalf by
the undersigned hereunto duly authorized.



                                   BLOWOUT ENTERTAINMENT, INC.
                                   (Registrant)


                                   By:  /S/ THOMAS D. BERKOMPAS
                                        Thomas D. Berkompas, Vice President
                                   	    and Chief Financial Officer


     Dated: June 2, 1999