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                                  SCHEDULE 14A
                    Proxy Statement Pursuant to Section 14(a)
            of the Securities Exchange Act of 1934 (Amendment No. 2)


Filed by the Registrant    [  ]

Filed by a Party other than the Registrant    [x]

Check the appropriate box:

[X]      Preliminary Proxy Statement
[   ]    Confidential, for Use of the Commission Only 
        (as permitted by Rule 14a-6(e)(2))
[   ]    Definitive Proxy Statement
[   ]    Definitive Additional Materials
[   ]    Soliciting Material Pursuant to ss. 240.14a-12

                                Blockbuster Inc.

                (Name of Registrant as Specified In Its Charter)

                                Icahn Partners LP
                          Icahn Partners Master Fund LP
                         High River Limited Partnership
                                Icahn & Co., Inc.
                                  Carl C. Icahn
                                Keith A. Meister
                               Vincent J. Intrieri
                                  Nick Graziano

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

         1) Title of each class of securities to which transaction applies:




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         2) Aggregate number of securities to which transaction applies:



         3) Per unit price or other  underlying  value of  transaction  computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):



         4) Proposed maximum aggregate value of transaction:



         5) Total fee paid:



[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

         1) Amount Previously Paid:


         2) Form, Schedule or Registration Statement No.:


         3) Filing Party:


         4) Date Filed:






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                       2005 ANNUAL MEETING OF STOCKHOLDERS
                                       OF
                                BLOCKBUSTER INC.

                           -------------------

                                 PROXY STATEMENT
                                       OF
                               ICAHN PARTNERS LP,
                         ICAHN PARTNERS MASTER FUND LP,
                         HIGH RIVER LIMITED PARTNERSHIP
                                       AND
                                ICAHN & CO., INC.
                           -------------------

To Our Fellow Blockbuster Stockholders:

                  This Proxy Statement and the accompanying  GOLD proxy card are
being   furnished  to   stockholders   ("Stockholders")   of  Blockbuster   Inc.
("Blockbuster")  in connection with the solicitation of proxies by Carl C. Icahn
and  certain of his  affiliates  and  associates,  to be used at the 2005 Annual
Meeting  (the  "Annual  Meeting")  of  Stockholders  of  Blockbuster,  which  is
scheduled to be held at 10:00 a.m., Central Daylight Time, on Wednesday, May 11,
2005,  at  Blockbuster's  corporate  headquarters,  1201 Elm Street,  21st Floor
Assembly Room,  Dallas,  Texas 75270 and at any  adjournments,  postponements or
continuations  thereof.  This Proxy  Statement and the GOLD proxy card are first
being furnished to Stockholders on or about April __, 2005.

                  At  the  Annual  Meeting,  the  Participants  (as  hereinafter
defined) will seek to elect to the Board of Directors of  Blockbuster a slate of
three nominees,  comprised of Carl C. Icahn,  Edward Bleier and Strauss Zelnick.
Each of the nominees (each a "Nominee" and,  collectively,  the  "Nominees") has
consented, if elected, to serve as a director.

                  THE NOMINEES ARE  COMMITTED TO ACTING IN THE BEST  INTEREST OF
THE  STOCKHOLDERS.  WE BELIEVE THAT YOUR VOICE IN THE FUTURE OF BLOCKBUSTER  CAN
BEST BE EXPRESSED THROUGH THE ELECTION OF THE NOMINEES. ACCORDINGLY, WE URGE YOU
TO VOTE YOUR GOLD  PROXY  CARD FOR CARL C.  ICAHN,  EDWARD  BLEIER  AND  STRAUSS
ZELNICK.

                  IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK,
BANK  NOMINEE OR OTHER  INSTITUTION  ON THE RECORD  DATE,  ONLY IT CAN VOTE SUCH
SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.  ACCORDINGLY, PLEASE
CONTACT THE PERSON  RESPONSIBLE  FOR YOUR  ACCOUNT AND  INSTRUCT  THAT PERSON TO
EXECUTE ON YOUR BEHALF THE GOLD PROXY CARD AS SOON AS POSSIBLE.





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IMPORTANT

                  The election of the Nominees  requires the affirmative vote of
a plurality of the votes cast by  Stockholders  present in person or represented
by proxy,  assuming a quorum is present or otherwise  represented  at the Annual
Meeting. As a result, your vote is extremely important in deciding the future of
Blockbuster.  We urge you to mark, sign, date and return the enclosed GOLD proxy
card to vote FOR the  election  of Carl C.  Icahn,  Edward  Bleier  and  Strauss
Zelnick.

                  WE  URGE  YOU  NOT TO  SIGN  ANY  PROXY  CARD  SENT  TO YOU BY
BLOCKBUSTER. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BEFORE IT IS
VOTED  BY   DELIVERING   A   LATER-DATED   GOLD  PROXY  CARD  IN  THE   ENCLOSED
POSTAGE-PREPAID  ENVELOPE,  OR BY VOTING IN PERSON AT THE ANNUAL MEETING,  OR BY
DELIVERING TO THE CORPORATE SECRETARY OF BLOCKBUSTER A WRITTEN NOTICE, BEARING A
DATE LATER THAN THE DATE OF THE PROXY,  STATING  THAT THE PROXY IS REVOKED.  SEE
"VOTING PROCEDURES" AND "PROXY PROCEDURES" BELOW.

                  If you have any  questions  about giving your proxy or require
assistance, please call:

                              D.F. KING & CO., INC.

                                 48 Wall Street
                               New York, NY 10005
                         Call Toll-Free: 1-800-431-9645
            Banks and Brokerage Firms Call Toll-Free: 1-212-269-5550

                  Only holders of record of Blockbuster's  voting  securities as
of the close of business on March 17, 2005 (the  "Record  Date") are entitled to
notice of, and to attend and to vote at, the Annual Meeting and any adjournments
or postponements thereof.  According to the proxy statement of Blockbuster filed
with the  Securities and Exchange  Commission on March 31, 2005  ("Blockbuster's
Proxy  Statement"),  as of the Record Date, there were  outstanding  118,338,343
shares of Class A Common Stock (the "Class A Shares") and  72,000,000  shares of
Class B Common  Stock  (the  "Class B  Shares,"  and  together  with the Class A
Shares, the "Common Stock").  Stockholders of record at the close of business on
the Record  Date will be  entitled  to one vote at the Annual  Meeting  for each
Class A Share held on the Record  Date and two votes for each Class B Share held
on the Record Date.  The two classes will vote together as a single class on the
matters to be considered at the Annual Meeting.  If all of the outstanding Class
A Shares and Class B Shares vote, the aggregate number of possible votes, taking
into account that Class B Shares carry two votes, is 262,338,343.

                  As of the Record Date, the  Participants  and their affiliates
beneficially  owned  an  aggregate  of  11,484,100  of the  Class A  Shares  and
5,540,331  of  the  Class  B  Shares,  representing  approximately  9.7%  of the
outstanding shares of Class A Shares and 7.7% of the outstanding Class B Shares.
The  Participants  and  their  affiliates  intend to vote  such  shares  FOR the
election of the Nominees.  If the  Participants and their affiliates vote all of
their  beneficially  owned on the Record Date Class A Shares and Class B Shares,
the aggregate number of possible votes of the Participants,  taking into account
that Class B Shares  carry two  votes,  is  22,564,762,  which  would  represent
approximately 8.6% of the aggregate number of possible votes.

PLEASE VOTE FOR CARL C. ICAHN,  EDWARD  BLEIER AND STRAUSS  ZELNICK BY RETURNING
YOUR  COMPLETED GOLD PROXY TODAY.





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BACKGROUND

                  On April 5, 2005,  Carl C. Icahn spoke with John Antioco,  the
Chief  Executive  Officer of  Blockbuster,  about the possibility of Blockbuster
extending the period of time that a Stockholder would have to notify Blockbuster
that it intended to nominate  directors at the Annual  Meeting.  The  additional
time would be used to explore  methods of enhancing  Stockholder  value that the
Icahn Parties and Blockbuster  would find  acceptable.  Mr. Antioco said that he
would get back to Mr. Icahn regarding the additional time.

                  In the  conversation,  Mr. Icahn  suggested  that the Board of
Directors  of   Blockbuster   (the   "Board")   consider  at  least  a  one-time
extraordinary dividend to Stockholders and also consider placing nominees of the
Icahn  Parties on the Board to  diversify  the Board's  representation  with the
directors  nominated by the largest  Stockholder.  Mr. Icahn also  expressed his
opinion to Mr. Antioco that management of Blockbuster  mishandled  Blockbuster's
failed  attempt  to  acquire  Hollywood  Entertainment  Corp.,  which Mr.  Icahn
supported and believed would have been extremely beneficial for Blockbuster.

                  On April 6, 2005, Mr. Antioco wrote to Mr. Icahn and indicated
that  Blockbuster  was rejecting all of Mr.  Icahn's  suggestions  and would not
consider an  extension of the time for  Stockholders  to notify  Blockbuster  of
their intent to nominate  candidates for  directorships.  As a result, the Icahn
Parties  determined  to nominate a slate of candidates to the Board and on April
8, 2005, notified Blockbuster of its proposed nominees.


                  Mr.  Icahn has since  written to Mr.  Antioco  and  complained
about Mr. Antioco's  compensation  package as being too large, and has expressed
his opinion that Blockbuster should put itself up for sale.

                  Mr.  Icahn  expects  that  the  slate  proposed  by the  Icahn
Parties,  if  elected,   would,   subject  to  their  fiduciary  duties  to  all
Stockholders,   help  bring  more  accountability  and  discipline  to  the  way
Blockbuster  is being  managed,  by among,  other  things,  considering  all the
relevant data  available to the management of  Blockbuster  and deciding,  after
such due consideration,  on the appropriate course of action. Mr. Icahn believes
that  Blockbuster's  management  and its Board  should in setting and  approving
executive compensation, better tie such compensation to Blockbuster performance,
and in that regard,  if elected,  the slate  proposed by the Icahn  Parties will
closely  examine  and  bring  financial  analysis  to  initiatives  proposed  by
management of Blockbuster, and if appropriate,  will propose its own initiatives
concerning Blockbuster, including among other matters, the level of compensation
of Blockbuster's senior management and the best uses of Blockbuster's resources.
Although Mr. Icahn believes  Blockbuster  should put itself up for sale, he may,
if  elected,  after  considering  all of the data  currently  available  only to
Blockbuster,  decide on proposing some other alternative course of action, or he
may be reassured in his believe that the sale  strategy is a viable  alternative
for Blockbuster.






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                  The slate  proposed  by the Icahn  Parties  will,  if elected,
constitute  a minority of the Board,  at least until the next Annual  Meeting or
some other change in composition of the Board.  Accordingly,  the slate proposed
by the Icahn Parties, even if unanimous,  will not be able to adopt any measures
without the support of at least some  members of the  current  Board.  The slate
proposed by the Icahn Parties  therefore  should be expected to  articulate  and
raise its concerns about Blockbuster's  business activities with the rest of the
Board members.  The Icahn Parties may,  depending  upon future  events,  seek to
nominate additional directors to the Board in the future.

                  The  Nominees  do not  anticipate  that  they  will  have  any
conflicts of interest  with respect to  Blockbuster,  if elected,  and recognize
their fiduciary duty obligations to all  Stockholders.  None of the Nominees has
any  contract,  arrangement  or  understanding  with  Blockbuster,  and no other
financial  interest  concerning  Blockbuster,  other than through the beneficial
ownership  of  stock  of  Blockbuster  by Mr.  Icahn  disclosed  in  this  Proxy
Statement.

PARTICIPANTS IN SOLICITATION OF PROXIES

In addition to the Nominees (who are Mr. Carl C. Icahn,  Mr. Edward Bleier,  and
Mr. Strauss  Zelnick),  the  participants  in the  solicitation  of proxies (the
"Participants") are Icahn Partners LP ("Icahn Partners"),  Icahn Partners Master
Fund LP ("Icahn Master"), High River Limited Partnership ("High River"), Icahn &
Co., Inc. ("Icahn & Co."), Mr. Keith A. Meister, Mr. Vincent J. Intrieri and Mr.
Nick  Graziano.  Icahn  Partners,  Icahn  Master,  High  River  and  Icahn & Co.
(collectively,  the "Icahn  Parties") are entities  controlled by Carl C. Icahn.
Keith A.  Meister,  Vincent J.  Intrieri and Nick  Graziano are employees of the
Icahn Parties who may also  participate in soliciting  proxies from  Blockbuster
Stockholders. Mr. Meister, Mr. Intieri, Mr. Graziano, Mr. Bleier and Mr. Zelnick
do not own  beneficially or of record any interest in securities of Blockbuster,
and  none  will  receive  any  special  compensation  in  connection  with  such
solicitation.  Mr. Icahn does not own of record any  securities of  Blockbuster.
Mr. Icahn may be deemed to be the beneficial  owner of 11,484,100 Class A Shares
and 5,566,131 Class B Shares, as described herein.

                  THE ICAHN PARTIES

                  Icahn Partners is a Delaware limited  partnership  principally
engaged in the  business of investing in  securities.  Icahn  Onshore LP ("Icahn
Onshore") is a Delaware limited partnership  principally engaged in the business
of acting as the  general  partner  of Icahn  Partners.  CCI  Onshore  LLC ("CCI
Onshore") is a Delaware limited  liability  company  principally  engaged in the
business  of acting as the  general  partner of Icahn  Onshore.  CCI  Onshore is
wholly owned by Mr. Icahn.

                  Icahn Master is a Cayman Islands exempted limited  partnership
principally  engaged in the business of investing in securities.  Icahn Offshore
LP ("Icahn Offshore") is a Delaware limited  partnership  principally engaged in
the business of acting as the general partner of Icahn Master.  CCI Offshore LLC
("CCI Offshore") is a Delaware limited liability company  principally engaged in
the business of acting as the general partner of Icahn Offshore. CCI Offshore is
wholly owned by Mr. Icahn.



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                  High  River  is a  Delaware  limited  partnership  principally
engaged in the business of  investing  in  securities.  Hopper  Investments  LLC
("Hopper") is a Delaware limited  liability company  principally  engaged in the
business  of  serving  as the  general  partner of High  River.  Barberry  Corp.
("Barberry") is a Delaware corporation that serves as the sole member of Hopper.
Each of Hopper and Barberry is primarily engaged in the business of investing in
securities. Barberry is wholly owned by Mr. Icahn.

Icahn & Co. is a Delaware  corporation  principally  engaged in the  business of
investing in securities and providing  broker-dealer services to its affiliates.
Barberry is the sole stockholder of Icahn &
Co.

                  The  principal   business  address  and  the  address  of  the
principal  office of each of the  foregoing  entities  is c/o  Icahn  Associates
Corp., 767 Fifth Avenue,  47th Floor, New York, New York 10153,  except that (i)
the principal business address of each of Barberry, Hopper and High River is 100
South Bedford Road,  Mount Kisco,  New York 10549,  (ii) the principal  business
address of Icahn  Master is c/o Walkers SPV  Limited,  P.O.  Box 908GT,  87 Mary
Street,  George Town,  Grand  Cayman,  Cayman  Islands,  and (iii) the principal
business address of Icahn & Co. is 1 Whitehall Street,  19th Floor, New York, NY
10004.

                  OTHER PARTICIPANTS

Keith A.  Meister has since June 2002 been a senior  investment  analyst of High
River,  a company  owned and  controlled  by Carl C.  Icahn,  that is  primarily
engaged in the business of holding and investing in  securities.  Mr. Meister is
also a Senior Investment  Analyst of Icahn Partners LP and Icahn Partners Master
Fund LP. He is also a director  of Icahn Fund Ltd.,  which is the feeder fund of
Icahn  Partners  Master Fund LP.  Icahn  Partners  and Icahn  Master are private
investment funds controlled by Carl C. Icahn. Since August 2003, Mr. Meister has
served as the  President  and  Chief  Executive  Officer  of  American  Property
Investors,  Inc., which is the general partner of American Real Estate Partners,
L.P., a public limited partnership  controlled by Mr. Icahn that invests in real
estate  and holds  various  other  interests,  including  the  interests  in its
subsidiaries  that are engaged,  among other things, in the oil and gas business
and casino entertainment  business. From March 2000 through the end of 2001, Mr.
Meister  co-founded  and served as  co-president  of J Net  Ventures,  a venture
capital fund focused on  investments  in  information  technology and enterprise
software businesses. From 1997 through 1999, Mr. Meister served as an investment
professional  at  Northstar  Capital  Partners,  an  opportunistic  real  estate
investment partnership. Prior to his work at Northstar, Mr. Meister served as an
investment analyst in the investment banking group at Lazard Freres. Mr. Meister
is a director of TransTexas Gas Corporation,  an oil and gas exploration company
controlled  by  Carl  C.  Icahn.   Mr.  Meister  serves  as  a  director  of  XO
Communications,  Inc., a publicly held telecommunications  company controlled by
Mr.  Icahn.  Mr.  Meister  also serves as a director  of American  Entertainment
Properties Corp. and American Casino & Entertainment  Properties  Finance Corp.,
which are gaming  companies,  and Scientia  Corporation,  a private  health care
venture company,  all of which are companies  controlled by American Real Estate
Partners,  L.P., which is controlled by Mr. Icahn. Mr. Meister received his A.B.
in Government cum laude from Harvard College in 1995.




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Vincent J. Intrieri is a Senior Managing Director of Icahn Partners LP and Icahn
Partners Master Fund LP, private  investment  funds controlled by Carl C. Icahn.
Since January 1, 2005, Mr. Intrieri has been Senior  Managing  Director of Icahn
Associates Corp., whose principal business is to hold a lease to premises at 767
Fifth Avenue,  New York, New York, and High River, which is primarily engaged in
the business of holding and investing in securities. From March 2003 to December
2004, Mr. Intrieri served as a Managing Director and from 1998 to March 2003, he
served as a portfolio  manager of Icahn  Associates  Corp. and High River.  From
1995  to  1998,  Mr.  Intrieri  served  as  portfolio   manager  for  distressed
investments  with Elliott  Associates L.P., a New York investment fund. Prior to
1995, Mr.  Intrieri was a partner at the Arthur  Anderson  accounting  firm. Mr.
Intrieri  is a  certified  public  accountant.  Mr.  Intrieri  is a director  of
TransTexas  Gas  Corporation  and Panaco  Inc.,  each of which is an oil and gas
exploration company controlled by Carl C. Icahn. Mr. Intrieri is Chairman of the
Board of Directors and a director of Viskase  Companies,  Inc., a publicly owned
producer of  cellulosic  and plastic  casings  used in preparing  and  packaging
processed  meat  products,  in which Carl C. Icahn has an  interest  through the
ownership of securities.  In addition,  Mr.  Intrieri serves as a director of XO
Communications,  Inc., a publicly owned telecommunications company controlled by
Carl C. Icahn. Mr. Intrieri  received a B.S. in Accounting from The Pennsylvania
State University.

                  Nick  Graziano is an  investment  analyst of Icahn  Associates
Corp. and has over 9 years of financial management experience.  Mr. Graziano has
been with Icahn  Associates  Corp.  since March of 2004.  From 2002 to 2004, Mr.
Graziano  was  employed  as  an  analyst  with  March  Partners  LLC,  a  global
event-driven  hedge  fund.  In  this  position,  he  was  responsible  for  idea
generation  and  analysis  of a wide range of  investment  activities  including
merger arbitrage, distressed debt, restructurings, spin-offs and other corporate
events.  From 1999 to 2001, Mr. Graziano was employed as a Vice President in the
Investment Banking Department of Thomas Weisel Partners where he advised clients
in the  Technology  industry  on a  wide  range  of  corporate  finance  related
transactions, completing over $600 million in financing transactions and mergers
and  acquisitions  advisory.  From 1995 to 1999,  Mr.  Graziano  was employed by
Salomon Smith Barney as an Associate in the Financial Sponsors Group, completing
over $2 billion in financing and advisory transactions. Mr. Graziano earned a BA
in  Economics  from  Duke  University  in 1994 and an MBA in  Finance  from Duke
University in 1995.

                  The address of each of Messrs. Meister,  Intrieri and Graziano
is c/o Icahn Associates Corp., 767 Fifth Avenue,  47th Floor, New York, New York
10153.

Information  concerning Messrs. Icahn, Bleier and Zelnick,  including their ages
and  business  backgrounds,  may be found below under the heading  "PROPOSAL  1:
ELECTION OF  DIRECTORS."  Mr Icahn's  business  address is c/o Icahn  Associates
Corp.,  767 Fifth Avenue,  47th Floor,  New York, New York 10153.  Mr. Zelnick's
business  address is 650 Fifth  Avenue,  31st  Floor,  New York,  NY 10019.  Mr.
Bleier's business address is 1325
Avenue of the Americas, Suite 3010, New York, NY  10019.




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                  OWNERSHIP OF PARTICIPANTS

                  Each of Icahn Partners and Icahn Master is the record owner of
1000 Class A Shares and 1000 Class B Shares.  Each of High River and Icahn & Co.
is the record owner of 500 Class A Shares.

                  High River has sole voting  power and sole  dispositive  power
with regard to 1,398,820 Class A Shares and 772,320 Class B Shares. By virtue of
the relationships  discussed herein, each of Barberry,  Hopper and Carl C. Icahn
has shared voting power and shared dispositive power with regard to such shares.
Icahn & Co. has sole  voting  power and sole  dispositive  power with  regard to
898,000  Class  A  Shares  and  340,906  Class  B  Shares.   By  virtue  of  the
relationships  discussed  herein,  each of Barberry and Carl C. Icahn has shared
voting  power and shared  dispositive  power with regard to such  shares.  Icahn
Master has sole voting power and sole dispositive power with regard to 4,075,909
Class A Shares  and  1,932,985  Class B Shares.  By virtue of the  relationships
discussed  herein,  each of Icahn  Offshore,  CCI Offshore and Carl C. Icahn has
shared  voting  power and shared  dispositive  power with regard to such shares.
Icahn Partners has sole voting power and sole  dispositive  power with regard to
5,111,371  Class A  Shares  and  2,519,920  Class B  Shares.  By  virtue  of the
relationships  discussed herein, each of Icahn Onshore,  CCI Onshore and Carl C.
Icahn has shared voting power and shared  dispositive  power with regard to such
shares.

                  Each of Hopper,  Barberry  and Mr.  Icahn,  by virtue of their
relationships to High River (as disclosed herein), may be deemed to beneficially
own (as that term is defined in Rule 13d-3 under the Act) the shares  which High
River  directly  beneficially  owns.  Each of  Hopper,  Barberry  and Mr.  Icahn
disclaims  beneficial  ownership of such shares for all other purposes.  Each of
Icahn Offshore,  CCI Offshore and Mr. Icahn, by virtue of their relationships to
Icahn Master (as disclosed  herein),  may be deemed to beneficially own (as that
term is defined  in Rule 13d-3  under the Act) the  shares  which  Icahn  Master
directly  beneficially owns. Each of Icahn Offshore,  CCI Offshore and Mr. Icahn
disclaims  beneficial  ownership of such shares for all other purposes.  Each of
Icahn Onshore,  CCI Onshore and Mr. Icahn, by virtue of their  relationships  to
Icahn Partners (as disclosed herein), may be deemed to beneficially own (as that
term is defined in Rule 13d-3  under the Act) the shares  which  Icahn  Partners
directly  beneficially  owns.  Each of Icahn Onshore,  CCI Onshore and Mr. Icahn
disclaims  beneficial  ownership of such shares for all other purposes.  Each of
Barberry  and Mr.  Icahn,  by virtue of their  relationships  to Icahn & Co. (as
disclosed herein), may be deemed to beneficially own (as that term is defined in
Rule 13d-3  under the Act) the shares  which Icahn & Co.  directly  beneficially
owns.  Each of Barberry and Mr.  Icahn  disclaims  beneficial  ownership of such
shares for all other purposes.

                  Mr. Icahn,  through his control of the Icahn  Parties,  may be
deemed to be the indirect  beneficial owner of 11,484,100 of the Class A Shares,
which represents approximately 9.7% of outstanding Class A Shares, and 5,566,131
Class B Shares, which represents  approximately 7.73% of the outstanding Class B
Shares.1


        1 Except as otherwise noted herein, all share amounts are reported as of
the close of business on April 21, 2005.




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                  Except  as  noted  above,  none of the  Participants  or their
associates is a record or beneficial  owner of Class A Shares or Class B Shares.
Except as noted above, none of the Participants owns  beneficially,  directly or
indirectly, securities of any parent or subsidiary of Blockbuster.

                  All  transactions  in the securities of  Blockbuster  effected
within  the  past 2 years  by the  Icahn  Parties,  Mr.  Icahn  and  each  other
Participants and their affiliates are contained in Appendix I attached hereto.

                  OTHER INFORMATION

                  Part of the  purchase  price of the  shares  of  Common  Stock
purchased by High River was obtained  through  margin  borrowing.  The shares of
Common Stock  purchased by High River are  maintained  in a margin  account that
includes  positions in securities in addition to the shares of Common Stock. The
indebtedness  of the  margin  account  as of  April 8,  2005  was  approximately
$229,596,967.

                  Other than as disclosed in this Proxy  Statement,  none of the
Participants  is,  and was  within  the  past  year,  a party  to any  contract,
arrangement or  understanding  with any person with respect to any securities of
Blockbuster,  including,  but not limited  to,  joint  ventures,  loan or option
arrangements,  puts or calls,  guarantees  against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies.

                  None of the  Participants  has any  position  or  office  with
Blockbuster, and none of Messrs. Icahn, Bleier or Zelnick has any arrangement or
understanding  with any other  person  pursuant to which he was selected to be a
nominee.  None  of  the  Participants  nor  any of  their  associates  have  any
arrangement  or  understanding  with any person  with  respect to (A) any future
employment by Blockbuster or its affiliates;  or (B) any future  transactions to
which  Blockbuster  or any of its affiliates  will or may be a party.  Except as
described  above,  none of the  Participants or their  associates has a material
interest in any transaction or series of transactions  engaged in by Blockbuster
since the beginning of Blockbuster's last fiscal year.

                  None of the entities  referred to in this Proxy Statement with
which  the  Participants  have been  involved  during  the past five  years is a
parent, subsidiary, or other affiliate of Blockbuster.

                  LEGAL PROCEEDINGS

                  On January 5, 2001, Reliance Group Holdings, Inc. ("Reliance")
commenced  an action  in the  United  States  District  Court  for the  Southern
District of New York against Mr. Icahn,  Icahn  Associates  Corp. and High River
alleging  that High River's  tender offer for Reliance 9% senior notes  violated
Section 14(e) of the Exchange Act. Reliance sought a temporary restraining order
and  preliminary  and permanent  injunctive  relief to prevent  defendants  from
purchasing the notes. The Court initially imposed a temporary restraining order.
Defendants then supplemented the tender offer disclosures. The Court conducted a
hearing on the disclosures and other matters raised by Reliance.  It then denied
plaintiff's motion for a preliminary  injunction and ordered  dissolution of its
temporary restraining order following dissemination of the supplement.

                  Reliance  took an immediate  appeal to the United States Court
of Appeals for the Second Circuit and sought a stay to restrain  defendants from
purchasing  notes  during the pendency of the appeal.  On January 30, 2001,  the
Court of Appeals denied  plaintiff's stay  application.  On January 30, Reliance
also sought a further  temporary  restraining order from the District Court. The
Court considered the matter and reimposed its original  restraint until noon the
next day, at which time the  restraint was  dissolved.  The appeal was argued on
March 9 and denied on March 22, 2001.




                                                               PRELIMINARY COPY

PROPOSAL 1:  ELECTION OF DIRECTORS

                  According to Blockbuster's  Proxy  Statement,  three Class III
directors  are to be elected to  Blockbuster's  board of directors at the Annual
Meeting. The Participants  propose that the Blockbuster  Stockholders elect Carl
C. Icahn,  Edward Bleier and Strauss  Zelnick as directors of Blockbuster at the
Annual  Meeting.  Each  Nominee,  if elected,  would hold office  until the 2008
Annual Meeting of  Stockholders  and until a successor has been duly elected and
qualified.

                  Background information about the Nominees is set forth herein.
The Nominees are not receiving any compensation  from any of the Participants or
any of their affiliates in connection with this proxy solicitation. See Appendix
I for additional  information  about the Nominees,  including  their  beneficial
ownership, purchase and sale of securities issued by Blockbuster.

CARL C.  ICAHN,  age 69, has served as  Chairman  of the Board and a director of
Starfire  and  Chairman of the Board and a director of various  subsidiaries  of
Starfire,  since  1984.  Mr.  Icahn  is and  has  been  since  1994  a  majority
shareholder,  the  Chairman  of the Board and a  director  of  American  Railcar
Industries,  Inc. ("ARI"), a Missouri  corporation.  ARI is primarily engaged in
the business of manufacturing, managing, leasing and selling of railroad freight
and tank cars.  Mr. Icahn has also been  Chairman of the Board and  President of
Icahn & Co.,  Inc.,  a  registered  broker-dealer  and a member of the  National
Association of Securities  Dealers,  since 1968.  Since November 1990, Mr. Icahn
has been Chairman of the Board of American Property Investors, Inc., the general
partner of American Real Estate  Partners,  L.P., a public  limited  partnership
that invests in real estate and holds  various  other  interests,  including the
interests in its subsidiaries  that are engaged,  among other things, in the oil
and gas  business  and  casino  entertainment  business.  Mr.  Icahn  has been a
director  of  Cadus  Pharmaceutical  Corporation,  a  firm  that  holds  various
biotechnology  patents,  since 1993.  From August 1998 to August 2002, Mr. Icahn
served  as   Chairman   of  the  Board  of   Maupintour   Holding   LLC  (f/k/a/
Lowestfare.com, LLC), an internet travel reservations company. From October 1998
through May 2004,  Mr. Icahn was the  President  and a director of  Stratosphere
Corporation,  which operates the Stratosphere Hotel and Casino.  Since September
29,  2000,  Mr.  Icahn has served as the  Chairman of the Board of GB  Holdings,
Inc.,  which owns all of the outstanding  stock of Atlantic Coast  Entertainment
Holdings,  Inc., which through its wholly-owned subsidiary owns and operates The
Sands Hotel and Casino in Atlantic  City,  New Jersey.  Mr. Icahn also serves in
the same capacity with Atlantic Coast  Entertainment  Holdings,  Inc. In January
2003,   Mr.  Icahn   became   Chairman  of  the  Board  and  a  director  of  XO
Communications,  Inc., a telecommunications company. Mr. Icahn received his B.A.
from Princeton University. Please see Appendix I for additional information.




                                                               PRELIMINARY COPY

EDWARD BLEIER,  age 75,  retired in January 2004 from Warner Bros  Entertainment
Inc. after 34 years, where he had been President of the division responsible for
American  marketing of movies,  animation  and TV programs to networks,  Pay TV,
Cable and Satellite and video-on-demand.  Previously,  he was a senior executive
of  ABC  TV  in  charge  of,  variously,  marketing,  day  time  and  children's
programming, sales and planning. Mr. Bleier is a Director of Real Networks Inc.,
a leading company in Internet streaming of audio and visual media and a Director
of CKX Inc., a newly formed  aggregator of  entertainment  companies e.g., Elvis
Presley  Enterprises and "American  Idol." Mr. Bleier is a member of the Council
of Foreign  Relations  and a Trustee of the Charles A. Dana  Foundation  and the
Martha  Graham  Dance  Company.  He is  Chairman  Emeritus  of  the  Center  for
Communication  and  Guild  Hall's  Academy  of the  Arts.  In 2003,  Mr.  Bleier
published a NY Times bestseller, "The Thanksgiving
Ceremony."  Mr. Bleier received a B.S. from Syracuse University.

STRAUSS ZELNICK,  age 47, is the founder of Zelnick Media LLC, an investment and
advisory firm  specializing in media and  entertainment.  From 1998 to 2000, Mr.
Zelnick was President and Chief Executive Officer of BMG  Entertainment,  a then
$4.7 billion music and entertainment  unit of Bertelsmann A.G., where he managed
one of the world's largest music and entertainment companies, one of the leading
music publishing  companies and the world's largest record club.  Before joining
BMG, Mr. Zelnick was President and Chief Executive  Officer of Crystal Dynamics,
a leading producer and distributor of interactive entertainment software. Before
joining Crystal Dynamics,  Mr. Zelnick was President and Chief Operating Officer
of 20th  Century  Fox,  a unit of News  Corp.,  engaged  in the  production  and
distribution  of feature  films and  television  programming.  Mr.  Zelnick is a
director of Carver  Bancorp,  Inc.,  a bank  holding  company.  Mr.  Zelnick was
recently appointed,  subject to approval of shareholders,  to the boards of Reed
Elsevier  PLC,  Reed  Elsevier  N.V.  and Reed  Elsevier  Group plc.,  a leading
provider of global  information  driven  securities and  solutions.  Mr. Zelnick
received  a  B.A.  from  Wesleyan  University  and an MBA  and JD  from  Harvard
University.

                  WE  STRONGLY  URGE  YOU TO VOTE  FOR THE  ELECTION  OF CARL C.
ICAHN,  EDWARD BLEIER AND STRAUSS  ZELNICK BY SIGNING,  DATING AND RETURNING THE
ENCLOSED GOLD PROXY CARD IN THE POSTAGE PAID ENVELOPE  PROVIDED TO YOU WITH THIS
PROXY STATEMENT.  IF YOU HAVE SIGNED THE GOLD PROXY CARD AND NO MARKING IS MADE,
YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE ALL THE SHARES  REPRESENTED
BY THE GOLD PROXY CARD FOR THE  ELECTION OF ALL THE  NOMINEES  NAMED ON THE GOLD
PROXY CARD.

                  Appendix  I  attached  hereto  sets  forth,  as to each of the
Nominees  and  the  other  Participants,   all  transactions  in  securities  of
Blockbuster effected during the past two years.



                                                               PRELIMINARY COPY

                  Except as set forth  herein or in Appendix I attached  hereto,
neither  of the  Nominees  other  than  Mr.  Icahn  nor  or  any  of  the  other
Participants:  (i)  owns  any  securities  of  Blockbuster  of  record  but  not
beneficially; (ii) owns beneficially any securities of Blockbuster or any parent
or subsidiary of Blockbuster;  (iii) has any agreement or understanding with any
person with respect to any future  employment by Blockbuster or its  affiliates;
(iv) has any  agreement  or  understanding  with any person with  respect to any
future transactions to which Blockbuster or any of its affiliates will or may be
a  party;  (v) has  engaged  in or had a  direct  or  indirect  interest  in any
transaction,  or  series  of  similar  transactions,   since  the  beginning  of
Blockbuster's last fiscal year, or any currently proposed transaction, or series
of similar transactions,  to which Blockbuster or any of its subsidiaries was or
is to be a party, in which the amount involved  exceeds  $60,000;  (vi) borrowed
any funds for the purpose of acquiring or holding any securities of Blockbuster;
or (vii)  is  presently,  or has  been  within  the  past  year,  a party to any
contract,   arrangement  or  understanding  with  any  person  with  respect  to
securities of Blockbuster.  Other than as disclosed in this Proxy Statement,  no
securities of Blockbuster are beneficially owned by any of the associates of the
Participants.


PROPOSAL 2:  RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

                  According to  Blockbuster's  Proxy  Statement,  Blockbuster is
soliciting  proxies  with  respect to one  proposal  other than the  election of
directors. This proposal is discussed briefly below.

                  At the  Annual  Meeting,  the  Stockholders  will be  asked to
ratify  the   appointment  of   PricewaterhouseCoopers   LLP  as   Blockbuster's
independent   auditors  for  fiscal  2005.   Blockbuster's  board  of  directors
unanimously recommended a vote for this proposal.  Please refer to Blockbuster's
Proxy  Statement  for a detailed  discussion  of the other  proposal,  including
various  arguments  in favor of and  against  such  proposal.  The  Participants
recommend that stockholders vote FOR this proposal.  IF YOU HAVE SIGNED THE GOLD
PROXY CARD AND NO MARKING IS MADE,  YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION
TO VOTING ALL THE SHARES REPRESENTED BY THE GOLD PROXY CARD FOR THIS PROPOSAL.

VOTING ON PROPOSAL 2

                  The  accompanying  GOLD proxy card will be voted in accordance
with your instruction on such card. You may vote for or vote against, or abstain
from voting on, Proposal 2 described above by marking the proper box on the GOLD
proxy card.

OTHER PROPOSALS

                  The  Participants  and  their  affiliates  know  of  no  other
business to be presented at the 2005 Annual Meeting. If any other matters should
properly come before the Annual  Meeting,  it is intended that the persons named
on the  enclosed  GOLD proxy card will vote that proxy on such other  matters in
accordance with their judgment. The Participants will not use such discretionary
authority to vote the proxies for matters that any of the Participants know of a
reasonable time before the Annual Meeting.






                                                               PRELIMINARY COPY


VOTING PROCEDURES

                  According  to  Blockbuster's   Proxy  Statement,   the  voting
procedures are as set forth below.

                  The  presence at the  meeting,  in person or by proxy,  of the
Stockholders  of record  entitled  to cast at least a majority of the votes that
all  Stockholders  are  entitled to cast is  necessary  to  constitute a quorum.
Stockholders  of record  at the close of  business  on the  Record  Date will be
entitled  to one vote at the Annual  Meeting  for each Class A Share held on the
Record  Date and two votes for each Class B Share held on the Record  Date.  The
two classes will vote together as a single class on the matters to be considered
at the Annual  Meeting.  Abstentions  and broker  non-votes are considered to be
shares present for the purpose of determining  whether a quorum exists. A broker
non-vote  occurs when a nominee  holding shares for a beneficial  owner does not
vote on a particular  proposal  because the nominee does not have  discretionary
voting power with respect to that item and has not received voting  instructions
from the beneficial owner.

                  Directors shall be elected by a plurality of the votes cast by
Stockholders present in person or represented by proxy at the Annual Meeting and
entitled to vote on the election of directors.  Votes may be cast in favor of or
withheld  with  respect  to each  Nominee.  Votes that are  withheld  and broker
non-votes will not affect the outcome of the director  election.  In all matters
other than the  election of  directors,  the vote of a majority of the  combined
voting power of the shares of Common Stock present in person or  represented  by
proxy at the Annual  Meeting and entitled to vote on the subject matter shall be
the act of the Stockholders.  With respect to such matters, broker non-votes are
not  considered  to be shares  present in person or  represented  by proxy,  but
abstentions  are  considered to be shares  present in person or  represented  by
proxy,  and,  therefore,  abstentions  will have the effect of votes against the
proposal.

                  Whether or not you are able to attend the Annual Meeting,  you
are urged to  complete  the  enclosed  GOLD proxy and return it in the  enclosed
self-addressed,  prepaid  envelope.  All  valid  proxies  received  prior to the
meeting  will be voted.  If you  specify a choice  with  respect  to any item by
marking the appropriate box on the proxy, the shares will be voted in accordance
with that  specification.  IF NO SPECIFICATION IS MADE, THE PERSONS NAMED ON THE
ENCLOSED GOLD PROXY CARD WILL VOTE YOUR SHARES FOR CARL C. ICAHN,  EDWARD BLEIER
AND STRAUSS ZELNICK WITH RESPECT TO PROPOSAL 1, AND FOR PROPOSAL 2.

PROXY PROCEDURES

                  IN  ORDER  FOR  YOUR  VIEWS TO BE  REPRESENTED  AT THE  ANNUAL
MEETING,  PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED GOLD PROXY CARD IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.

                  IF YOU ARE A STOCKHOLDER OF RECORD ON THE RECORD DATE OF CLASS
A SHARES AND CLASS B SHARES YOU WILL RECEIVE A PROXY  STATEMENT  WITH RESPECT TO
EACH CLASS OF SHARES. PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED GOLD PROXY
CARD EVEN IF YOU HAVE PREVIOUSLY SUBMITTED A GOLD PROXY CARD FOR THE OTHER CLASS
OF BLOCKBUSTER SHARES THAT YOU OWN.




                                                               PRELIMINARY COPY
  
                  If you have any  questions  about giving your proxy or require
assistance, please call:

                              D.F. KING & CO., INC.

                                 48 Wall Street
                               New York, NY 10005
                         Call Toll-Free: 1-800-431-9645
            Banks and Brokerage Firms Call Toll-Free: 1-212-269-5550

                  The  accompanying  GOLD proxy card will be voted at the Annual
Meeting in accordance with your instructions on such card.

REVOCATION OF PROXIES

                  Any Stockholder who has mailed a proxy card to Blockbuster may
revoke it before it is voted by mailing a duly  executed  GOLD proxy card to the
Participants  bearing a date LATER than the proxy card delivered to Blockbuster.
Proxies  may also be revoked at any time prior to voting by: (i)  delivering  to
the corporate  secretary of Blockbuster a written  notice,  bearing a date later
than the date of the proxy, stating that the proxy is revoked; (ii) delivering a
duly executed proxy bearing a later date than the proxy delivered previously; or
(iii) attending the Annual Meeting and voting in person.

                  Only  holders  of record as of the  close of  business  on the
Record Date will be entitled to vote. If you were a Stockholder of record on the
Record Date,  you will retain your voting  rights at the Annual  Meeting even if
you sell such shares after the Record Date.  Accordingly,  it is important  that
you vote the  shares  held by you on the Record  Date,  or grant a proxy to vote
such  shares on the GOLD  proxy  card,  even if you sell such  shares  after the
Record Date.

                  IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK,
BANK  NOMINEE OR OTHER  INSTITUTION  ON THE RECORD  DATE,  ONLY IT CAN VOTE SUCH
SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.  ACCORDINGLY, PLEASE
CONTACT THE PERSON  RESPONSIBLE  FOR YOUR  ACCOUNT AND  INSTRUCT  THAT PERSON TO
EXECUTE ON YOUR BEHALF THE GOLD PROXY CARD AS SOON AS POSSIBLE.

COST AND METHOD OF SOLICITATION

                  The Icahn Parties have retained D.F. King & Co., Inc. ("King")
to  conduct  the  solicitation,  for  which  King is to  receive  a fee of up to
$100,000, plus a fee per call and reimbursement for its reasonable out-of-pocket
expenses.  The Icahn  Parties  have agreed to  indemnify  King  against  certain
liabilities  and  expenses,  including  certain  liabilities  under the  federal
securities laws.  Insofar as indemnification  for liabilities  arising under the
federal  securities  laws may be  permitted  to King  pursuant to the  foregoing
provisions,  we have been  informed  that in the opinion of the  Securities  and
Exchange  Commission,  such  indemnification  is  against  public  policy and is
therefore  unenforceable.  As part of the  solicitation,  the Icahn Parties and.
King may communicate with stockholders of Blockbuster by mail, courier services,
Internet,  advertising,  telephone  or  telecopier  or in person,  but it is not
anticipated  that  stockholders  will be asked to submit proxies by telephone or
internet.  It is anticipated  that King will employ  approximately 45 persons to
solicit proxies from Stockholders for the Annual Meeting. The total expenditures
in  furtherance  of, or in  connection  with,  the  solicitation  of  proxies is
approximately $75,000 to date, and is estimated to be up to $400,000 in total.





                                                               PRELIMINARY COPY

                  The  Icahn   Parties  will  pay  all  costs   related  to  the
solicitation  of  proxies  (including  expenditures  for  public  relations  and
financial advisers, proxy solicitors,  advertising, printing, transportation and
related expenses).  The Icahn Parties intend to seek reimbursement for the costs
and  expenses  associated  with the proxy  solicitation  in the  event  that the
Nominees are elected to the board of directors of Blockbuster, but do not intend
to submit the issue of reimbursement to a vote of security holders.

ADDITIONAL INFORMATION

                  Certain  information  regarding the  securities of Blockbuster
held by  Blockbuster's  directors,  nominees,  management and 5% Stockholders is
contained in Blockbuster's Proxy Statement.  Information  concerning the date by
which proposals of security  holders intended to be presented at the next annual
meeting of  Stockholders  of  Blockbuster  must be received by  Blockbuster  for
inclusion in Blockbuster's Proxy Statement and form of proxy for that meeting is
also contained in Blockbuster's  Proxy Statement.  This information is contained
in Blockbuster's public filings. The Participants take no responsibility for the
accuracy or completeness of such information.

Date:  April __, 2005     ICAHN PARTNERS LP
                          ICAHN PARTNERS MASTER FUND LP
                          HIGH RIVER LIMITED PARTNERSHIP
                          ICAHN & CO., INC.







                                                               PRELIMINARY COPY


                      
                      
                                   APPENDIX I

                   SUPPLEMENTAL NOMINEE AND OTHER INFORMATION

Set forth below are the dates, types and amounts of each Participant's purchases
and sales of Blockbuster's securities within the past two years.

Transactions Within the Past Two Years in Blockbuster Voting Securities by Icahn
Partners, Icahn Master, Icahn & Co. and High RiverTransactions Within the Past 
Two Years in Blockbuster Voting Securities by Icahn Partners,  Icahn Master,  
Icahn & Co. and High River





                                               
------------------- ----------------- ---------------------------
                                      No. of  Class A Shares
Name                Date              Purchased
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/11/04              34,300
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/12/04             120,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/15/04              49,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/16/04             100,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/17/04             124,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/18/04              40,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/19/04             162,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/22/04              17,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/23/04              15,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/24/04              40,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/26/04              22,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/29/04              80,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/30/04              55,800
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          12/01/04              56,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          12/02/04             138,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          12/03/04              30,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          12/14/04             183,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          12/14/04              62,720
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          02/14/05              70,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn & Co.         02/15/05             130,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn & Co          02/17/05             613,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn & Co          03/07/05              70,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn & Co          03/08/05              85,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/11/04              54,880
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/12/04             192,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/15/04              76,440
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/16/04             156,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/17/04             193,440
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/18/04              62,400
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/19/04             252,720
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/22/04              26,520
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/23/04              23,400
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/24/04              62,400
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/26/04              34,320
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/29/04             124,800
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/30/04              87,048
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        12/01/04              87,360
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        12/02/04             215,280
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        12/03/04              49,200
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        12/14/04             300,120
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        12/14/04             102,861
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        02/14/05             142,800
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        02/15/05             265,200
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        02/17/05           1,250,520
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        03/07/05             142,800
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        03/08/05             173,400
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/11/04              82,320
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/12/04             288,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/15/04             119,560
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/16/04             244,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/17/04             302,560
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/18/04              97,600
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/19/04             395,280
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/22/04              41,480
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/23/04              36,600
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/24/04              97,600
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/26/04              53,680
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/29/04             195,200
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/30/04             136,152
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      12/01/04             136,640
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      12/02/04             336,720
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      12/03/04              70,800
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      12/14/04             431,880
------------------- ----------------- ---------------------------
-------------------- ---------------- ---------------------------
Icahn Partners      12/14/04             148,019
-------------------- ---------------- ---------------------------
-------------------- ---------------- ---------------------------
Icahn Partners      02/14/05             137,200
-------------------- ---------------- ---------------------------
-------------------- ---------------- ---------------------------
Icahn Partners      02/15/05             254,800
-------------------- ---------------- ---------------------------
-------------------- ---------------- ---------------------------
Icahn Partners      02/17/05           1,201,480
-------------------- ---------------- ---------------------------
-------------------- ---------------- ---------------------------
Icahn Partners      03/07/05             137,200
-------------------- ---------------- ---------------------------
-------------------- ---------------- ---------------------------
Icahn Partners      03/08/05             166,600
-------------------- ---------------- ---------------------------






                                           
------------------- ----------------- ---------------------------
                                      No. of  Class B Shares
Name                Date              Purchased
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/15/04              94,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/16/04              26,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/17/04              31,960
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/18/04              40,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/19/04               80,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/22/04               12,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/23/04                6,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/24/04               17,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/26/04                7,400
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/29/04               24,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          11/30/04              52,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          12/01/04              35,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          12/02/04              88,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          12/03/04              38,080
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          12/06/04              16,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          12/07/04              40,900
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          12/08/04              42,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          12/09/04              31,300
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          12/10/04              35,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          12/14/04              12,740
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          12/14/04              12,940
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
High River          02/14/05              30,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn & Co.         02/15/05              30,080
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn & Co.         02/16/05              53,000
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn & Co.         02/17/05            131,626
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn & Co.         03/07/05              41,560
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn & Co.         03/08/05              79,480
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn & Co.         04/01/05               5,160
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/15/04             146,640
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/16/04              40,560
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/17/04              49,858
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/18/04              62,400
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/19/04             124,800
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/22/04              18,720
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/23/04               9,360
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/24/04              26,520
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/26/04              11,544
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/29/04              37,440
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        11/30/04              81,120
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        12/01/04              54,600
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        12/02/04             137,280
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        12/03/04              62,451
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        12/06/04              26,240
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        12/07/04              67,076
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        12/08/04              68,880
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        12/09/04              51,332
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        12/10/04              57,400
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        12/14/04              20,894
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        12/14/04              21,222
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        02/14/05              61,200
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        02/15/05              61,363
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        02/16/05             108,120
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        02/17/05             268,518
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        03/07/05              84,782
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        03/08/05             162,139
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Master        04/01/05              10,526
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/15/04             229,360
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/16/04              63,440
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/17/04              77,982
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/18/04              97,600
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/19/04             195,200
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/22/04              29,280
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/23/04              14,640
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/24/04              41,480
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/26/04              18,056
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/29/04              58,560
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      11/30/04             126,880
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      12/01/04              85,400
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      12/02/04             214,720
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      12/03/04              89,869
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      12/06/04              37,760
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      12/07/04              96,524
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      12/08/04              99,120
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      12/09/04              73,868
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      12/10/04              82,600
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      12/14/04              30,066
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      12/14/04              30,538
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      02/14/05              58,800
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      02/15/05              58,957
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      02/16/05             103,880
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      02/17/05             257,987
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      03/07/05              81,458
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      03/08/05             155,781
------------------- ----------------- ---------------------------
------------------- ----------------- ---------------------------
Icahn Partners      04/01/05              10,114
------------------- ----------------- ---------------------------







                                                               PRELIMINARY COPY


IMPORTANT

                  1. If your shares are held in your own name, please mark, date
and mail the enclosed GOLD proxy card to our Proxy  Solicitor,  D.F. King & Co.,
Inc., in the postage-paid envelope provided.

                  2. If your  shares are held in the name of a  brokerage  firm,
bank  nominee or other  institution,  only it can vote such shares and only upon
receipt of your  specific  instructions.  Accordingly,  you should  contact  the
person  responsible for your account and give instructions for a GOLD proxy card
to be signed representing your shares.

                  3. If you have already  submitted a proxy card to  Blockbuster
for the Annual  Meeting,  you may change your vote to a vote FOR the election of
the Nominees by marking,  signing,  dating and returning the enclosed GOLD proxy
card for the Annual  Meeting,  which must be dated  after any proxy you may have
submitted to  Blockbuster.  ONLY YOUR LATEST DATED PROXY FOR THE ANNUAL  MEETING
WILL COUNT AT THE ANNUAL MEETING.

                  4. If you are a  stockholder  of record on the record  date of
Class A Shares  and  Class B Shares  you will  receive  a proxy  statement  with
respect to each class of shares. Please mark, sign, date and return the enclosed
gold proxy card even if you have previously  submitted a gold proxy card for the
other class of Blockbuster shares that you own.

                  If you have any  questions  about giving your proxy or require
assistance, please call:

                              D.F. KING & CO., INC.

                                 48 Wall Street
                               New York, NY 10005
                         Call Toll-Free: 1-800-431-9645
            Banks and Brokerage Firms Call Toll-Free: 1-212-269-5550








                                                               PRELIMINARY COPY


PROXY CARD - CLASS A SHARES (BBI)

BLOCKBUSTER INC.
2005 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED BY
ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND LP
HIGH RIVER LIMITED PARTNERSHIP AND
ICAHN & CO., INC.

                  The undersigned  hereby appoints and constitutes each of Keith
A. Meister,  Vincent J. Intrieri and Nick Graziano (acting alone or together) as
proxies,  with full power of  substitution in each, to represent the undersigned
at the Annual Meeting of Stockholders of Blockbuster Inc.  ("Blockbuster") to be
held  on May  11,  2005,  at  10:00  a.m.,  Central  Daylight  Time,  and at any
adjournment or  postponement  thereof,  hereby  revoking any proxies  previously
given,  to vote all Class A Shares  and Class B Shares  of  Blockbuster  held or
owned by the  undersigned as directed below,  and in their  discretion upon such
other  matters as may come before the  meeting.  IF NO  DIRECTION  IS MADE,  THE
PERSONS  NAMED ON THIS GOLD PROXY CARD WILL VOTE YOUR  SHARES FOR CARL C. ICAHN,
EDWARD  BLEIER AND STRAUSS  ZELNICK  FOR  DIRECTOR,  AND FOR  PROPOSAL TO RATIFY
APPOINTMENT OF  PRICEWATERHOUSECOOPERS  LLP AS  INDEPENDENT  AUDITORS FOR FISCAL
2005.



                      SIGN, DATE AND MAIL YOUR PROXY TODAY

                (CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)










                                                               PRELIMIANRY COPY


ICAHN PARTNERS LP, ICAHN PARTNERS  MASTER FUND,  HIGH RIVER LIMITED  PARTNERSHIP
AND ICAHN & CO., INC.,  EACH RECOMMEND A VOTE "FOR" THE ELECTION OF THE NOMINEES
LISTED IN PROPOSAL 1 BELOW AND "FOR" PROPOSAL 2 BELOW.

[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.

         STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN, AND RETURN THIS PROXY.

         YOUR VOTE IS VERY IMPORTANT TO US.

1.Election of directors -- Nominees:  [    ]       [    ]           [   ]
(01) Carl C. Icahn                   FOR ALL      WITHHELD          FOR ALL
(02) Edward Bleier                   NOMINEES     FROM ALL          EXCEPT 
(03) Stauss Zelnick                               NOMINEES


  NOTE: If you do not wish your shares voted "For" a particular  nominee,
  mark the "FOR ALL EXCEPT"  box and write the name(s) of the  nominee(s)
  you do not support on the line below. Your shares will be voted for the
  remaining nominee(s).

----------------------------------------------------------


                                                                       
2.Ratification  of  appointment  of  PricewaterhouseCoopers  LLP  as
  independent auditors for fiscal 2005.   (   )      (   )         (    ) 
                                          FOR       AGAINST        ABSTAIN



  MARK HERE IF YOU PLAN TO ATTEND THE MEETING          [     ]

  MARK HERE IF AN ADDRESS CHANGE HAS BEEN              [     ]
  NOTED ON THE REVERSE SIDE OF THIS CARD

   Please be sure to sign and date this Proxy.


                                                                              
    SIGNATURE(S) OF STOCKHOLDER(S)                DATE


                                                                  
    TITLE, IF ANY


    SIGNATURE (IF HELD JOINTLY):                                  

    Note: Please sign exactly as name appears hereon,. When shares
    are held by joint tenants,  both should sign.  When signing as
    attorney, executor, administrator, trustee or guardian, please
    give full title as such. If a corporation, please sign in full
    corporate name by a duly authorized officer. If a partnership,
    please sign in partnership name by an authorized person.




                                                               PRELIMINARY COPY


PROXY CARD - CLASS B SHARES (BBI.B)

BLOCKBUSTER INC
2005 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED BY
ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND LP
HIGH RIVER LIMITED PARTNERSHIP AND
ICAHN & CO., INC.

                  The undersigned  hereby appoints and constitutes each of Keith
A. Meister,  Vincent J. Intrieri and Nick Graziano (acting alone or together) as
proxies,  with full power of  substitution in each, to represent the undersigned
at the Annual Meeting of Stockholders of Blockbuster Inc.  ("Blockbuster") to be
held  on May  11,  2005,  at  10:00  a.m.,  Central  Daylight  Time,  and at any
adjournment or  postponement  thereof,  hereby  revoking any proxies  previously
given,  to vote all Class A Shares  and Class B Shares  of  Blockbuster  held or
owned by the  undersigned as directed below,  and in their  discretion upon such
other  matters as may come before the  meeting.  IF NO  DIRECTION  IS MADE,  THE
PERSONS  NAMED ON THIS GOLD PROXY CARD WILL VOTE YOUR  SHARES FOR CARL C. ICAHN,
EDWARD  BLEIER AND STRAUSS  ZELNICK  FOR  DIRECTOR,  AND FOR  PROPOSAL TO RATIFY
APPOINTMENT OF  PRICEWATERHOUSECOOPERS  LLP AS  INDEPENDENT  AUDITORS FOR FISCAL
2005.



                      SIGN, DATE AND MAIL YOUR PROXY TODAY

                (CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)










                                                               PRELIMINARY COPY


ICAHN PARTNERS LP, ICAHN PARTNERS  MASTER FUND,  HIGH RIVER LIMITED  PARTNERSHIP
AND ICAHN & CO., INC.,  EACH RECOMMEND A VOTE "FOR" THE ELECTION OF THE NOMINEES
LISTED IN PROPOSAL 1 BELOW AND "FOR"  PROPOSAL 2 BELOW.ICAHN  PARTNERS LP, ICAHN
PARTNERS MASTER FUND, HIGH RIVER LIMITED PARTNERSHIP AND ICAHN & CO., INC., EACH
RECOMMEND A VOTE "FOR" THE ELECTION OF THE  NOMINEES  LISTED IN PROPOSAL 1 BELOW
AND "FOR" PROPOSAL 2 BELOW.

[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.

    STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN, AND RETURN THIS PROXY.

    YOUR VOTE IS VERY IMPORTANT TO US.

1.  Election of directors -- Nominees: [     ]       [     ]          [     ]
(01) Carl C. Icahn                     FOR ALL       WITHHELD         FOR ALL
(02) Edward Bleier                     NOMINEES      FROM ALL          EXCEPT 
(03) Stauss Zelnick                                  NOMINEES


 NOTE: If you do not wish your shares voted "For" a particular  nominee,
 mark the "FOR ALL EXCEPT"  box and write the name(s) of the  nominee(s)
 you do not support on the line below. Your shares will be voted for the
 remaining nominee(s).

----------------------------------------------------------


                                                                       
2.Ratification  of  appointment  of  PricewaterhouseCoopers  LLP  as
  as independent auditors for fiscal 2005. (   )      (   )        (   )
                                           FOR        AGAINST     ABSTAIN



   MARK HERE IF YOU PLAN TO ATTEND THE MEETING          [     ]

   MARK HERE IF AN ADDRESS CHANGE HAS BEEN              [     ]
   NOTED ON THE REVERSE SIDE OF THIS CARD

   Please be sure to sign and date this Proxy.


                                                                            
   SIGNATURE(S) OF STOCKHOLDER(S)                            DATE


                                                                 
   TITLE, IF ANY


   SIGNATURE (IF HELD JOINTLY):                                  


   Note: Please sign exactly as name appears hereon,. When shares
   are held by joint tenants,  both should sign.  When signing as
   attorney, executor, administrator, trustee or guardian, please
   give full title as such. If a corporation, please sign in full
   corporate name by a duly authorized officer. If a partnership,
   please sign in partnership name by an authorized person.