Edgar Filing: HIGH RIVER LIMITED PARTNERSHIP /NY/

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ICAHN CARL C ET AL

2. Issuer Name and Ticker or Trading Symbol
BLOCKBUSTER INC [BBI.B]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES CORP, 767 FIFTH AVE #4700

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2005

(Street)

NEW YORK, NY 10153

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
CLASS A COMMON STOCK ("CLASS A SHARES")								18,866,186 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	I	Please see explanation below
CLASS B COMMON STOCK ("CLASS B SHARES")								5,566,131 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	I	Please see explanation below

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

7 1/2% Series A Convertible Preferred Stock

$ 5.15

11/15/2005

38,000

⁽¹⁾

Class A Shares

7,378,641

$ 1,000

38,000

Please see explanation below

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ICAHN CARL C ET AL C/O ICAHN ASSOCIATES CORP 767 FIFTH AVE #4700 NEW YORK, NY 10153	X	X
Hopper Investments LLC 100 SOUTH BEDFORD ROAD MT KISCO, NY 10549		X
BARBERRY CORP /NY/ 100 SOUTH BEDROD RD MT KISCO, NY 10549		X
HIGH RIVER LIMITED PARTNERSHIP /NY/ 100 S BEDFORD RD MT KISKO, NY 10549		X
Icahn Partners Master Fund LP C/O WALKERS SPV LIMITED, P.O. BOX 908GT 87 MARY STREET GEORGE TOWN, GRAND CANYON, E9 E9		X
Icahn Offshore LP 100 SOUTH BEDFORD ROAD MT. KISCO, NY 10549		X
Icahn Onshore LP 100 SOUTH BEDFORD ROAD MT. KISCO, NY 10549		X
Icahn Partners L P 767 5TH AVE 47TH FL NEW YORK, NY 10151		X
CCI Offshore Corp. 100 SOUTH BEDFORD ROAD MT KISCO, NY 10549		X

Signatures

Carl C. Icahn		11/16/2005
^**Signature of Reporting Person		Date
Hopper Investments LLC		11/16/2005
^**Signature of Reporting Person		Date
Barberry Corp.		11/16/2005
^**Signature of Reporting Person		Date
High River Limited Partnership		11/16/2005
^**Signature of Reporting Person		Date
Icahn Partners Master Fund LP		11/16/2005
^**Signature of Reporting Person		Date
Icahn Offshore LP		11/16/2005
^**Signature of Reporting Person		Date
Icahn Onshore LP		11/16/2005
^**Signature of Reporting Person		Date
Icahn Partners LP		11/16/2005
^**Signature of Reporting Person		Date
CCI Offshore Corp.		11/16/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On November 15, 2005, in a private offering, the reporting persons acquired 38,000 shares of 7 1/2% Series A Cumulative Convertible Perpetual Preferred Stock ("Preferred Shares") with a face amount of $1000 per each Preferred Share, which Preferred Shares are immediately convertible into Class A Shares at the conversion price of $5.15 per each share of Class A Common Stock, i.e. one Preferred Share may be converted into approximately 194.1748 shares of Class A Common Stock. Registrants paid $38,000,000 for 38,000 Preferred Shares. High River owns 2,874,548 Class A Shares and 772,320 Class B Shares.
(2)	Each of Barberry, Hopper and Carl C. Icahn may be deemed to beneficially own (as that term is defined in Rule 13d-3) such Shares, but each of them disclaims beneficial ownership of such Shares, except to the extent of their pecuniary interest therein. Icahn & Co. owns 898,000 Class A Shares and 340,906 Class B Shares. Each of Barberry and Carl C. Icahn may be deemed to beneficially own (as that term is defined in Rule d-3) such Shares, but each of them disclaims beneficial ownership of such Shares, except to the extent of their pecuniary interest therein.
(3)	Icahn Master owns 7,381,540 Class A Shares and 1,932,985 Class B Shares. Each of Icahn Offshore, CCI Offshore and Carl C. Icahn may be deemed to beneficially own (as that term is defined in Rule d-3) such Shares, but each of them disclaims beneficial ownership of such Shares, except to the extent of their pecuniary interest therein. Icahn Partners owns 7,708,653 Class A Shares and 2,519,920 Class B Shares. Each of Icahn Onshore, CCI Onshore and Carl C. Icahn may be deemed to beneficially own (as that term is defined in Rule d-3) such Shares, except to the extent of their pecuniary interest therein.
(4)	References to the number of Class A Shares above in footnotes (1), (2), and (3) assume the conversion of Preferred Shares into Class A Shares by all of the applicable reporting persons. Mr. Icahn owns 3,445 Class A Shares. Each of the reporting persons (other than Mr. Icahn) disclaims beneficial ownership of such Shares for all purposes.

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