SC 13G 1 a04-1766_1sc13g.htm SC 13G


                               UNITED STATES


                     SECURITIES AND EXCHANGE COMMISSION


                           Washington, D.C. 20549





                              SCHEDULE 13G


               Under the Securities Exchange Act of 1934

        INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
        TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
                         PURSUANT TO 13d-2(b)


                            Blockbuster Inc.

              Class A Common Stock, Par Value $0.01 Per Share

                               093679108
                             (CUSIP Number)


                           December 31, 2004


Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:

[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)






     CUSIP NO. 093679108          13G                       Page 2 of 11 Pages


1. Names of Reporting Persons. (entities only):

   M.A.M. INVESTMENTS LTD., a Jersey corporation; MARATHON ASSET MANAGEMENT
   LLP, a limited liability partnership incorporated under the laws of England
   and Wales, WILLIAM JAMES ARAH, JEREMY JOHN HOSKING and NEIL MARK OSTRER, who
   disaffirm the existence of any group and who are sometimes collectively
   referred to as the "Reporting Persons."

2. Check the Appropriate Box if a Member of a Group:

(a) [ ]
(b) [X]

3. SEC Use Only

4. Citizenship or Place of Organization:
   United Kingdom / Jersey


Number of Shares Beneficially Owned by Each Reporting Person With:

    5.   Sole Voting Power
         0

    6.   Shared Voting Power
         3,621,121

    7.   Sole Dispositive Power
         0

    8.   Shared Dispositive Power
         5,409,621


9. Aggregate Amount Beneficially Owned by Each Reporting Person:
   5,409,621

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [  ]

11.Percent of Class Represented by Amount in Row (9)
   4.6%

12.Type of Reporting Person:
   IA, HC, IN





     CUSIP NO. 093679108          13G                      Page 3 of 11 Pages



1. Names of Reporting Persons:
   Marathon Asset Management LLP


2. Check the Appropriate Box if a Member of a Group

(a) [ ]
(b) [X]


3. SEC Use Only

4. Citizenship or Place of Organization
   London


Number of Shares Beneficially Owned by Each Reporting Person With

   5.   Sole Voting Power
        0

   6.   Shared Voting Power
        3,621,121

   7.   Sole Dispositive Power
        0

   8.   Shared Dispositive Power
        5,409,621


9.  Aggregate Amount Beneficially Owned by Each Reporting Person
    5,409,621


10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
    [  ]


11. Percent of Class Represented by Amount in Row (9)
    4.6%


12. Type of Reporting Person
    IA





     CUSIP NO. 093679108          13G                      Page 4 of 11 Pages



1. Names of Reporting Persons
   M.A.M. INVESTMENTS LTD

2. Check the Appropriate Box if a Member of a Group

(a)[ ]
(b)[X]


3. SEC Use Only

4. Citizenship or Place of Organization
   Jersey



Number of Shares Beneficially Owned by Each Reporting Person With


   5.   Sole Voting Power
        0

   6.   Shared Voting Power
        3,621,121

   7.   Sole Dispositive Power
        0



8. Shared Dispositive Power
   5,409,621


9. Aggregate Amount Beneficially Owned by Each Reporting Person
   5,409,621


10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
    [  ]


11. Percent of Class Represented by Amount in Row (9)
    4.6%


12. Type of Reporting Person
    HC





     CUSIP NO. 093679108          13G                      Page 5 of 11 Pages


1. Names of Reporting Persons. (entities only):

   William James Arah


2. Check the Appropriate Box if a Member of a Group:

(a) [ ]
(b) [X]

3. SEC Use Only

4. Citizenship or Place of Organization:
   United Kingdom


Number of Shares Beneficially Owned by Each Reporting Person With:

    5.   Sole Voting Power
         0

    6.   Shared Voting Power
         3,621,121

    7.   Sole Dispositive Power
         0

    8.   Shared Dispositive Power
         5,409,621


9. Aggregate Amount Beneficially Owned by Each Reporting Person:
   5,409,621

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [  ]

11.Percent of Class Represented by Amount in Row (9)
   4.6%

12.Type of Reporting Person:
   IN




     CUSIP NO. 093679108          13G                      Page 6 of 11 Pages


1. Names of Reporting Persons. (entities only):

   Neil Mark Ostrer


2. Check the Appropriate Box if a Member of a Group:

(a) [ ]
(b) [X]

3. SEC Use Only

4. Citizenship or Place of Organization:
   United Kingdom


Number of Shares Beneficially Owned by Each Reporting Person With:

    5.   Sole Voting Power
         0

    6.   Shared Voting Power
         3,621,121

    7.   Sole Dispositive Power
         0

    8.   Shared Dispositive Power
         5,409,621


9. Aggregate Amount Beneficially Owned by Each Reporting Person:
   5,409,621

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [  ]

11.Percent of Class Represented by Amount in Row (9)
   4.6%

12.Type of Reporting Person:
   IN




     CUSIP NO. 093679108          13G                      Page 7 of 11 Pages


1. Names of Reporting Persons. (entities only):

   Jeremy John Hosking


2. Check the Appropriate Box if a Member of a Group:

(a) [ ]
(b) [X]

3. SEC Use Only

4. Citizenship or Place of Organization:
   United Kingdom


Number of Shares Beneficially Owned by Each Reporting Person With:

    5.   Sole Voting Power
         0

    6.   Shared Voting Power
         3,621,121

    7.   Sole Dispositive Power
         0

    8.   Shared Dispositive Power
         5,409,621


9. Aggregate Amount Beneficially Owned by Each Reporting Person:
   5,409,621

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [  ]

11.Percent of Class Represented by Amount in Row (9)
   4.6%

12.Type of Reporting Person:
   IN







     CUSIP NO. 093679108          13G                      Page 8 of 11 Pages



Item 1.

(a)  Name of Issuer
     Blockbuster Inc.

(b)  Address of Issuer's Principal Executive Offices
     1201 Elm Street
     Dallas, TX 75270

Item 2.

(a)  Name of Person Filing

(b)  Address of Principal Business Office or, if none, Residence

(c)  Citizenship


This Schedule is being filed by M.A.M. Investments Ltd., a Jersey
corporation ("M.A.M.") whose principal executive offices are located at
Orion House, 5 Upper St. Martin's Lane, London, WC2H  9EA, United Kingdom
and Marathon Asset Management LLP ("Marathon LLP"), a limited liability
partnership incorporated under the laws of England and Wales whose principal
executive offices are located at Orion House, 5 Upper St. Martin's Lane,
London, WC2H  9EA, United Kingdom, William James Arah, Jeremy John Hosking
and Neil Mark Ostrer.

Although this statement is being made jointly by the Reporting Persons,
each of them expressly disaffirms membership in any group under Rule
13d-5 under the Securities Exchange Act of 1934, as amended (the
("Exchange Act"), or otherwise.

Marathon Limited is a wholly owned subsidiary of  M.A.M and as such
shares with M.A.M. the voting and dispositive power as to all of the
shares beneficially owned by Marathon Limited. Messrs Arah, Hosking
and Ostrer are directors and indirect owners of Marathon Limited and
owners and Executive Committee Members of Marathon LLP.


This Schedule 13G is being filed by Marathon LLP, an investment adviser
registered under the Investment Advisers Act of 1940 and all of the subject
securities have been purchased by it in the ordinary course of its respective
businesses as an investment advisor and not with the purpose of effecting
change or influencing the control of the issuer or in connection with or as
a participant in any transaction having such purpose or effect, including any
transaction subject to Rule 13d-3(b) under the Exchange Act.  One or more of
its advisory clients is the legal owner of the securities covered by this
statement. Pursuant to the investment advisory agreements with its clients,
Marathon LLP each has the authority to direct the investments of its advisory
clients, and consequently to authorize the disposition of the Issuer's shares.
None of their clients has an interest relating to more than five percent of
the class to which this Schedule 13G applies.


(d) Title of Class of Securities
    Class A common stock, par value $0.01 per share

(e) CUSIP Number
    093679108




     CUSIP NO. 093679108          13G                       Page 9 of 11 Pages


Item 3.

If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:

(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
        78o).

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
        78c).

(d) [ ] Investment company registered under section 8 of the Investment Company
        Act of 1940 (15 U.S.C 80a-8).

(e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f) [ ] An employee benefit plan or endowment fund in accordance with
        240.13d-1(b)(1)(ii)(F);

(g) [ ] A parent holding company or control person in accordance with
        240.13d-1(b)(1)(ii)(G);

(h) [ ] A savings associations as defined in Section 3(b) of the Federal
        Deposit Insurance Act (12 U.S.C. 1813);

(i) [ ] A church plan that is excluded from the definition of an investment
        company under section 3(c)(14) of the Investment Company Act of 1940
        (15 U.S.C. 80a-3);

(j) [X] Group, in accordance with 240.13d-1(b)(1)(ii)(J).*




* This statement is being filed jointly by the Reporting Persons, although each
  of them expressly disaffirms membership in any group under Rule 13d-5 under
  the Exchange Act.


Item 4.
Ownership
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:
    5,409,621 shares

(b) Percent of class:
    4.6%

(c) Number of shares as to which the person has:

   (i)  Sole power to vote or to direct the vote
        0

   (ii) Shared power to vote or to direct the vote
        3,621,121


(iii) Sole power to dispose or to direct the disposition of
      0

(iv)  Shared power to dispose or to direct the disposition of
      5,409,621


This Schedule 13G assumes the Company has issued and outstanding 117,815,000
Class A common stock, par value $.01 per share.


Item 5.


Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following   [X].


Item 6.


Ownership of More than Five Percent on Behalf of Another Person

The subject shares are all owned by clients of Marathon.  No such person's
interest in the securities included in this report exceeds 5% of the class
outstanding.


Item 7.


Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable






     CUSIP NO. 093679108          13G                     Page 10 of 11 Pages


Item 8.


Identification and Classification of Members of the Group:
This Schedule is being filed by M.A.M. Investments Ltd., a Jersey corporation
("M.A.M.") whose principal executive offices are located at Orion House, 5
Upper St. Martin's Lane, London, WC2H 9EA, United Kingdom and Marathon Asset
Management LLP ("Marathon LLP"), a limited liability partnership incorporated
under the laws of England and Wales whose principal executive offices are
located at Orion House, 5 Upper St. Martin's Lane, London, WC2H  9EA, United
Kingdom, William James Arah, Jeremy John Hosking and Neil Mark Ostrer.
Although this statement is being made jointly by the Reporting Persons, each
of them expressly disaffirms membership in any group under Rule 13d-5 under
the Exchange Act, or otherwise.

Although this statement is being made jointly by the Reporting Persons,
each of them expressly disaffirms membership in any group under Rule 13d-5
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise. Marathon LLP is under common ownership and control.
Because Marathon LLP is obligated to act in the best interests of its
respective clients and in accordance with the respective mandates of those
clients, there is no agreement between or among the Reporting Persons to act
together with respect to the issuer or its securities.


Item 9.


Notice of Dissolution of Group:
Not Applicable


Item 10.


Certification:
By signing below I certify that, to the best of that knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that
purpose or effect.


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:  August 30, 2005



M.A.M. INVESTMENTS LTD.

By:

/s/  William Arah

Name:
William Arah

Title:
Director




/s/  William Arah______
William Arah


/s/ Jeremy Hosking ____
Jeremy Hosking


/s/ Neil Ostrer _______
Neil Ostrer








     CUSIP NO. 093679108          13G                      Page 11 of 11 Pages



                                 EXHIBIT A


                               BLOCKBUSTER INC.

               CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE

                                 093679108




We hereby agree that the within Statement on Schedule 13G regarding our
beneficial ownership of Common Stock is filed on behalf of each of us.


Dated:  August 30, 2005


MARATHON ASSET MANAGEMENT LLP


By:

/s/ William Arah


Name:
William Arah

Title:
Director



M.A.M. INVESTMENTS LTD.


By:

/s/  William Arah


Name:
William Arah

Title:
Director





/s/  William Arah______
William Arah


/s/ Jeremy Hosking ____
Jeremy Hosking


/s/ Neil Ostrer _______
Neil Ostrer