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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 15131 / October 22, 1996

SECURITIES AND EXCHANGE COMMISSION v. JAMES M. GLEASON, ET AL.,
United States District Court for the District of Oregon, Civil
Action No. 96-1488 AS.

     The Securities and Exchange Commission today announced the
filing of a complaint with the United States District Court for
the District of Oregon alleging that James M. Gleason, Michael C.
Booth, Timothy M. Choquette and Jeff R. Urbach engaged in insider
trading in Hollywood Entertainment Corporation ("Hollywood") put
options prior to the Company's September 28, 1995 public
announcement that operating results for the third quarter of its
fiscal year ended December 31, 1995 would be materially lower
than analysts' expectations.

     The Commission's complaint alleged that Gleason, former
Controller and Vice President of Hollywood, disclosed to Booth
material, nonpublic information regarding Hollywood's earnings
for the third quarter.  Booth in turn disclosed the information
to Choquette, his business partner.  Prior to Hollywood's public
announcement, Booth on behalf of himself, Gleason and Choquette
purchased put options on Hollywood shares and promptly sold them
the day after the Company made its public announcement.  Gleason,
Booth and Choquette made profits of $92,233.63 from their illegal
insider trading and profit sharing scheme. 

     The complaint also alleged that Booth disclosed the same
material, nonpublic information about Hollywood's third quarter
earnings to Urbach, his friend.  Prior to Hollywood's public
announcement, Urbach also purchased put options on Hollywood
shares and sold them the day after the Company made its public
announcement.  The profits from Urbach's illegal insider trading
totalled $39,088.40.  

     Gleason, Booth, Choquette and Urbach have consented, without
admitting or denying the allegations of the complaint, to the
entry of an order: (1) enjoining each of them from future
violations of Section 10(b) of the Securities Exchange Act of
1934 and Rule 10b-5 thereunder; (2) requiring them to disgorge
their illegal profits, plus prejudgment interest thereon; and (3)
imposing civil penalties pursuant to the Insider Trading and
Securities Fraud Enforcement Act of 1988.

     Gleason has consented to pay $71,773.16, which includes
disgorgement in the amount of $30,744.54, plus prejudgment
interest thereon of $2,452.77, a civil penalty of $30,744.54, and
$7,831.31 representing that portion of his tippee's disgorgement
and prejudgment interest thereon which the tippee is unable to
pay.  Booth has consented to pay $25,366, which includes
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disgorgement in the amount of $30,744.54, plus prejudgment
interest thereon of $2,452.77, provided that $7,831.31 is waived
and no penalty assessed based on his inability to pay.  Choquette
has consented to pay $37,843, which includes disgorgement in the
amount of $30,744.54, prejudgment interest thereon of $2,452.77,
and a civil penalty of $4,645.69.  Finally, Urbach has consented
to pay $66,762, which includes disgorgement in the amount of
$39,088.40, prejudgment interest thereon of $3,118.44, and a 
civil penalty of $24,555.16.