<PAGE>   1

     As filed with the Securities and Exchange Commission on June 2, 1994
                                                            Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                _______________

                                    Form S-8
                             Registration Statement
                                     Under
                           The Securities Act of 1933
                                _______________

                     BLOCKBUSTER ENTERTAINMENT CORPORATION
               (Exact name of issuer as specified in its charter)

            Delaware                                 75-1849418
(State or other jurisdiction of        (I.R.S. Employer Identification Number)
 incorporation or organization)

         One Blockbuster Plaza
        Fort Lauderdale, Florida                       33301
(Address of principal executive offices)             (Zip Code)

          Blockbuster Entertainment Corporation 1994 Stock Option Plan
                              (full title of plan)

                               Thomas W. Hawkins
               Senior Vice President, General Counsel & Secretary
                             One Blockbuster Plaza
                        Fort Lauderdale, Florida  33301
                    (Name and address of agent for service)

                                 (305) 832-3000
         (Telephone number, including area code, of agent for service)

<TABLE>  
<CAPTION>
                                    CALCULATION OF REGISTRATION FEE
============================================================================================================         
       Title of                             Proposed maximum      Proposed maximum
    Securities to        Amount to be        offering price           aggregate            Amount of
    be registered         registered         per share (1)       offering price (1)     registration fee (1)
- ------------------------------------------------------------------------------------------------------------
   <S>                    <C>               <C>                    <C>                     <C>
   Common Stock           15,000,000
   $0.10 par value          Shares          $25.50 to $26.75       $394,879,856            $136,165.47
============================================================================================================ 
</TABLE>


(1)      Calculated in accordance with Rule 457(h) on the basis of the exercise
         prices of options granted (5,096,115 shares at $25.50) and, with 
         respect to shares not subject to options granted, in accordance with 
         Rule 457(c) on the basis of the average of the high and low sales 
         prices of the Company's Common Stock on May 25, 1994.
<PAGE>   2
                             INTRODUCTORY STATEMENT


         This Registration Statement on Form S-8 is being filed to register
15,000,000 shares of Common Stock, par value $.10 per share (the "Common
Stock"), of Blockbuster Entertainment Corporation, for issuance upon the
exercise of options to be granted under the Blockbuster Entertainment
Corporation 1994 Stock Option Plan.

         Pursuant to Rule 428(b)(1), promulgated under the Securities Act of
1933, as amended (the "Securities Act"), the information required by Part I of
Form S-8 will be sent or given to employees, as specified in such Rule, in the
form of a prospectus that meets the requirements of Section 10(a) of the
Securities Act.  In accordance with the note which precedes the instructions to
Part I of Form S-8, the prospectus has not been filed with the Securities and
Exchange Commission either as part of this registration statement or as a
prospectus or prospectus supplement.
<PAGE>   3
                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed with the Securities and
Exchange Commission by Blockbuster Entertainment Corporation (the "Company")
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:  (1) the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, (2) the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1994, (3) the Company's Current
Report on Form 8-K dated May 5, 1994, and (4) the description of the Common
Stock contained in the Company's Registration Statement on Form 8-A under
Section 12 of the Exchange Act, dated April 3, 1989.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


ITEM 5.  EXPERTS.
        
         The validity of the Common Stock offered hereby will be passed upon for
the Company by Thomas W. Hawkins, Senior Vice President, General Counsel and
Secretary of the Company.  As of June 1, 1994, Mr. Hawkins had an aggregate
beneficial ownership of 60,147 shares of Common Stock (including shares subject
to stock options exercisable within 60 days of such date) and additional 
options to purchase 249,080 shares of Common Stock.




                                     -2-
<PAGE>   4
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of Delaware (the "GCL")
empowers the Company to indemnify, subject to the standards set forth therein,
any person in connection with any action, suit or proceeding brought or
threatened by reason of the fact that he is or was a director, officer,
employee or agent of the Company.  The GCL also provides that the Company may
purchase indemnification insurance on behalf of any such director, officer,
employee or agent.  Section 8 of the Certificate of Incorporation and Article
VII of the Company's by-laws provide for the indemnification by the Company of
each director, officer, employee or agent of the Company to the full extent
permitted by the GCL.

         Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits
or proceedings, which may be brought against them by reason of being or having
been such directors or officers.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

         Number and Description of Exhibit

3(i)(a)  Certificate of Incorporation of the Registrant as amended through May
         15, 1990 (incorporated by reference to Exhibit 3(i) to the
         Registrant's Registration Statement No. 33-50867 on Form S-3).

3(i)(b)  Certificate of Amendment of Registrant's Certificate of Incorporation.

3(ii)    Amended and Restated Bylaws of the Registrant (incorporated by
         reference to Exhibit 3(ii) to the Registrant's Registration Statement
         No. 33-50867 on Form S-3).

4.1      Specimen Common Stock Certificate (incorporated by reference to
         Exhibit 4.3 to the Registrant's Registration Statement No. 33-17479
         on Form S-1).

4.2      Indenture dated as of February 1, 1993 between Registrant and
         Continental Bank, National Association, as Trustee (incorporated by
         reference to Exhibit 2 to the Registrant's Form 8-A filed on February
         10, 1993).





                                     -3-
<PAGE>   5
4.3      Specimen Certificate for Registrant's 6-5/8% Senior Note due February
         15, 1998 (incorporated by reference to Exhibit 1 to the Registrant's
         Form 8-A filed on February 10, 1993).

5        Opinion of legal counsel (including consent).

23.1     Consent of Arthur Andersen & Co.

23.2     Consent of legal counsel (included in Exhibit 5).

99       Blockbuster Entertainment Corporation 1994 Stock Option Plan
         (incorporated by reference to Exhibit 10.35 to the Registrant's Annual
         Report on Form 10-K for the fiscal year ended December 31, 1993).


ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)    To file, during any period in which offers or sales 
         are being made, a post-effective amendment to this registration 
         statement:

                         (i)    To include any prospectus required by Section 
                  10(a)(3) of the Securities Act;
                                                     
                         (ii)   To reflect in the prospectus any facts or 
                  events arising after the effective date of the registration 
                  statement (or the most recent post-effective amendment 
                  thereof) which, individually or in the aggregate, represent 
                  a fundamental change in  the information set forth in the 
                  registration statement; 
                                                       
                         (iii)  To include any material information with 
                  respect to the plan of distribution not previously
                  disclosed in the  registration statement or any material
                  change to such information in  the registration statement;
                                       
         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the registration statement is on Form S-3 or Form S-8,
         and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         by the Registrant pursuant to Section 13 or Section 15(d) of the
         Exchange Act that are incorporated by reference in the registration
         statement.

                  (2)    That, for the purpose of determining any liability 
         under the Securities Act, each such post-effective amendment shall be 
         deemed to be a
                 


                                      -4-
<PAGE>   6
         new registration statement relating to the securities offered 
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.
                                                        
                  (3)     To remove from registration by means of a 
         post-effective amendment any of the securities being registered which 
         remain unsold at the termination of the offering.
                                         
         (b)      The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (h)      Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as 
expressed in the Securities Act and will be governed by the final adjudication
of such issue.





                                      -5-
<PAGE>   7
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State
of Florida, on June 2, 1994.


                                    BLOCKBUSTER ENTERTAINMENT CORPORATION
                                    
                                    
                                    By:   /s/ H. WAYNE HUIZENGA              
                                          -----------------------------------
                                          H. Wayne Huizenga
                                          Chairman of the Board



         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed by the
following persons in the capacities and on the dates indicated.


  Signature                          Title                            Date
  ---------                          -----                            ----


/s/ H. WAYNE HUIZENGA        Chairman of the Board and             June 2, 1994
- ---------------------        Chief Executive Officer             
H. Wayne Huizenga            (Principal Executive Officer)         
                                                                   
                                                               
/s/ STEVEN R. BERRARD        Vice Chairman, President              June 2, 1994
- ---------------------        and Chief Operating Officer
Steven R. Berrard                                              
                                                               
                                                               
/s/ GEORGE D. JOHNSON, JR.   Director and President -              June 2, 1994
- --------------------------   Domestic Consumer Division
George D. Johnson, Jr.        


/s/ GREGORY K. FAIRBANKS     Senior Vice President, Treasurer and  June 2, 1994
- ------------------------     Chief Financial Officer
Gregory K. Fairbanks         (Principal Financial Officer)         
                                                                   
                         

                     [Signatures continued on next page]



                                      -6-
<PAGE>   8
                  [Signatures continued from previous page]



/s/ ALBERT J. DETZ            Vice President                       June 2, 1994
- ------------------            and Corporate Controller                         
Albert J. Detz                (Principal Accounting Officer)                   
                                                                   
                                                                   
/s/ A. CLINTON ALLEN, III     Director                             June 2, 1994
- -------------------------                                                      
A. Clinton Allen, III                                              
                                                                   
                                                                   
/s/ JOHN W. CROGHAN           Director                             June 2, 1994
- -------------------                                                            
John W. Croghan                                                    
                                                                   
                                                                   
/s/ DONALD F. FLYNN           Director                             June 2, 1994
- -------------------                                                            
Donald F. Flynn                                                    
                                                                   
                                                                   
/s/ JOHN J. MELK              Director                             June 2, 1994
- -----------------                                                  
John J. Melk                                                       



                                      -7-
<PAGE>   9
                    BLOCKBUSTER ENTERTAINMENT CORPORATION

                                EXHIBIT INDEX



         Number and Description of Exhibit


3(i)(a)  Certificate of Incorporation of the Registrant as amended through May
         15, 1990 (incorporated by reference to Exhibit 3(i) to the
         Registrant's Registration Statement No. 33-50867 on Form S-3).

3(i)(b)  Certificate of Amendment of Registrant's Certificate of Incorporation.

3(ii)    Amended and Restated Bylaws of the Registrant (incorporated by
         reference to Exhibit 3(ii) to the Registrant's Registration Statement
         No. 33-50867 on Form S-3).

4.1      Specimen Common Stock Certificate (incorporated by reference to
         Exhibit 4.3 to the Registrant's Registration Statement No.  33-17479
         on Form S-1).

4.2      Indenture dated as of February 1, 1993 between Registrant and
         Continental Bank, National Association, as Trustee (incorporated by
         reference to Exhibit 2 to the Registrant's Form 8-A filed on February
         10, 1993).

4.3      Specimen Certificate for Registrant's 6-5/8% Senior Note due February
         15, 1998 (incorporated by reference to Exhibit 1 to the Registrant's
         Form 8-A filed on February 10, 1993).

5        Opinion of legal counsel (including consent).
         
23.1     Consent of Arthur Andersen & Co.

23.2     Consent of legal counsel (included in Exhibit 5).

99       Blockbuster Entertainment Corporation 1994 Stock Option Plan
         (incorporated by reference to Exhibit 10.35 to the Registrant's
         Annual Report on Form 10-K for the fiscal year ended December 31,
         1993).
[{"type": "S-8", "sequence": "1", "description": "BLOCKBUSTER FORM S-8", "secsgml_size_bytes": 19734}]
{"company-data": {"conformed-name": "BLOCKBUSTER ENTERTAINMENT CORP", "cik": "0000710979", "assigned-sic": "7841", "irs-number": "751849418", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53949", "film-number": "94532797"}, "business-address": {"street1": "ONE BLOCKBUSTER PLZ", "city": "FT LAUDERDALE", "state": "FL", "zip": "33301", "phone": "3058323000"}, "mail-address": {"street1": "901 E LAS OLAS BLVD", "city": "FT LAUDERDALE", "state": "FL", "zip": "33301"}, "former-company": {"former-conformed-name": "COOK DATA SERVICES INC", "date-changed": "19860622"}}
1

     As filed with the Securities and Exchange Commission on June 2, 1994
                                                            Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                _______________

                                    Form S-8
                             Registration Statement
                                     Under
                           The Securities Act of 1933
                                _______________

                     BLOCKBUSTER ENTERTAINMENT CORPORATION
               (Exact name of issuer as specified in its charter)

            Delaware                                 75-1849418
(State or other jurisdiction of        (I.R.S. Employer Identification Number)
 incorporation or organization)

         One Blockbuster Plaza
        Fort Lauderdale, Florida                       33301
(Address of principal executive offices)             (Zip Code)

          Blockbuster Entertainment Corporation 1994 Stock Option Plan
                              (full title of plan)

                               Thomas W. Hawkins
               Senior Vice President, General Counsel & Secretary
                             One Blockbuster Plaza
                        Fort Lauderdale, Florida  33301
                    (Name and address of agent for service)

                                 (305) 832-3000
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
============================================================================================================         
       Title of                             Proposed maximum      Proposed maximum
    Securities to        Amount to be        offering price           aggregate            Amount of
    be registered         registered         per share (1)       offering price (1)     registration fee (1)
- ------------------------------------------------------------------------------------------------------------
Common Stock           15,000,000
   $0.10 par value          Shares          $25.50 to $26.75       $394,879,856            $136,165.47
============================================================================================================
(1)      Calculated in accordance with Rule 457(h) on the basis of the exercise
         prices of options granted (5,096,115 shares at $25.50) and, with 
         respect to shares not subject to options granted, in accordance with 
         Rule 457(c) on the basis of the average of the high and low sales 
         prices of the Company's Common Stock on May 25, 1994.
2
                             INTRODUCTORY STATEMENT

         This Registration Statement on Form S-8 is being filed to register
15,000,000 shares of Common Stock, par value $.10 per share (the "Common
Stock"), of Blockbuster Entertainment Corporation, for issuance upon the
exercise of options to be granted under the Blockbuster Entertainment
Corporation 1994 Stock Option Plan.

         Pursuant to Rule 428(b)(1), promulgated under the Securities Act of
1933, as amended (the "Securities Act"), the information required by Part I of
Form S-8 will be sent or given to employees, as specified in such Rule, in the
form of a prospectus that meets the requirements of Section 10(a) of the
Securities Act.  In accordance with the note which precedes the instructions to
Part I of Form S-8, the prospectus has not been filed with the Securities and
Exchange Commission either as part of this registration statement or as a
prospectus or prospectus supplement.
3
                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed with the Securities and
Exchange Commission by Blockbuster Entertainment Corporation (the "Company")
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:  (1) the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, (2) the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1994, (3) the Company's Current
Report on Form 8-K dated May 5, 1994, and (4) the description of the Common
Stock contained in the Company's Registration Statement on Form 8-A under
Section 12 of the Exchange Act, dated April 3, 1989.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  EXPERTS.
        
         The validity of the Common Stock offered hereby will be passed upon for
the Company by Thomas W. Hawkins, Senior Vice President, General Counsel and
Secretary of the Company.  As of June 1, 1994, Mr. Hawkins had an aggregate
beneficial ownership of 60,147 shares of Common Stock (including shares subject
to stock options exercisable within 60 days of such date) and additional 
options to purchase 249,080 shares of Common Stock.

                                     -2-
4
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of Delaware (the "GCL")
empowers the Company to indemnify, subject to the standards set forth therein,
any person in connection with any action, suit or proceeding brought or
threatened by reason of the fact that he is or was a director, officer,
employee or agent of the Company.  The GCL also provides that the Company may
purchase indemnification insurance on behalf of any such director, officer,
employee or agent.  Section 8 of the Certificate of Incorporation and Article
VII of the Company's by-laws provide for the indemnification by the Company of
each director, officer, employee or agent of the Company to the full extent
permitted by the GCL.

         Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits
or proceedings, which may be brought against them by reason of being or having
been such directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         Number and Description of Exhibit

3(i)(a)  Certificate of Incorporation of the Registrant as amended through May
         15, 1990 (incorporated by reference to Exhibit 3(i) to the
         Registrant's Registration Statement No. 33-50867 on Form S-3).

3(i)(b)  Certificate of Amendment of Registrant's Certificate of Incorporation.

3(ii)    Amended and Restated Bylaws of the Registrant (incorporated by
         reference to Exhibit 3(ii) to the Registrant's Registration Statement
         No. 33-50867 on Form S-3).

4.1      Specimen Common Stock Certificate (incorporated by reference to
         Exhibit 4.3 to the Registrant's Registration Statement No. 33-17479
         on Form S-1).

4.2      Indenture dated as of February 1, 1993 between Registrant and
         Continental Bank, National Association, as Trustee (incorporated by
         reference to Exhibit 2 to the Registrant's Form 8-A filed on February
         10, 1993).

                                     -3-
5
4.3      Specimen Certificate for Registrant's 6-5/8% Senior Note due February
         15, 1998 (incorporated by reference to Exhibit 1 to the Registrant's
         Form 8-A filed on February 10, 1993).

5        Opinion of legal counsel (including consent).

23.1     Consent of Arthur Andersen & Co.

23.2     Consent of legal counsel (included in Exhibit 5).

99       Blockbuster Entertainment Corporation 1994 Stock Option Plan
         (incorporated by reference to Exhibit 10.35 to the Registrant's Annual
         Report on Form 10-K for the fiscal year ended December 31, 1993).

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)    To file, during any period in which offers or sales 
         are being made, a post-effective amendment to this registration 
         statement:

                         (i)    To include any prospectus required by Section 
                  10(a)(3) of the Securities Act;
                                                     
                         (ii)   To reflect in the prospectus any facts or 
                  events arising after the effective date of the registration 
                  statement (or the most recent post-effective amendment 
                  thereof) which, individually or in the aggregate, represent 
                  a fundamental change in  the information set forth in the 
                  registration statement; 
                                                       
                         (iii)  To include any material information with 
                  respect to the plan of distribution not previously
                  disclosed in the  registration statement or any material
                  change to such information in  the registration statement;
                                       
         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the registration statement is on Form S-3 or Form S-8,
         and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         by the Registrant pursuant to Section 13 or Section 15(d) of the
         Exchange Act that are incorporated by reference in the registration
         statement.

                  (2)    That, for the purpose of determining any liability 
         under the Securities Act, each such post-effective amendment shall be 
         deemed to be a
                 

                                      -4-
6
         new registration statement relating to the securities offered 
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.
                                                        
                  (3)     To remove from registration by means of a 
         post-effective amendment any of the securities being registered which 
         remain unsold at the termination of the offering.
                                         
         (b)      The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (h)      Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as 
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      -5-
7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State
of Florida, on June 2, 1994.

                                    BLOCKBUSTER ENTERTAINMENT CORPORATION
                                    
                                    
                                    By:   /s/ H. WAYNE HUIZENGA              
                                          -----------------------------------
                                          H. Wayne Huizenga
                                          Chairman of the Board

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed by the
following persons in the capacities and on the dates indicated.

  Signature                          Title                            Date
  ---------                          -----                            ----

/s/ H. WAYNE HUIZENGA        Chairman of the Board and             June 2, 1994
- ---------------------        Chief Executive Officer             
H. Wayne Huizenga            (Principal Executive Officer)         
                                                                   
                                                               
/s/ STEVEN R. BERRARD        Vice Chairman, President              June 2, 1994
- ---------------------        and Chief Operating Officer
Steven R. Berrard                                              
                                                               
                                                               
/s/ GEORGE D. JOHNSON, JR.   Director and President -              June 2, 1994
- --------------------------   Domestic Consumer Division
George D. Johnson, Jr.        

/s/ GREGORY K. FAIRBANKS     Senior Vice President, Treasurer and  June 2, 1994
- ------------------------     Chief Financial Officer
Gregory K. Fairbanks         (Principal Financial Officer)         
                                                                   
                         

                     [Signatures continued on next page]

                                      -6-
8
                  [Signatures continued from previous page]

/s/ ALBERT J. DETZ            Vice President                       June 2, 1994
- ------------------            and Corporate Controller                         
Albert J. Detz                (Principal Accounting Officer)                   
                                                                   
                                                                   
/s/ A. CLINTON ALLEN, III     Director                             June 2, 1994
- -------------------------                                                      
A. Clinton Allen, III                                              
                                                                   
                                                                   
/s/ JOHN W. CROGHAN           Director                             June 2, 1994
- -------------------                                                            
John W. Croghan                                                    
                                                                   
                                                                   
/s/ DONALD F. FLYNN           Director                             June 2, 1994
- -------------------                                                            
Donald F. Flynn                                                    
                                                                   
                                                                   
/s/ JOHN J. MELK              Director                             June 2, 1994
- -----------------                                                  
John J. Melk                                                       

                                      -7-
9
                    BLOCKBUSTER ENTERTAINMENT CORPORATION

                                EXHIBIT INDEX

         Number and Description of Exhibit

3(i)(a)  Certificate of Incorporation of the Registrant as amended through May
         15, 1990 (incorporated by reference to Exhibit 3(i) to the
         Registrant's Registration Statement No. 33-50867 on Form S-3).

3(i)(b)  Certificate of Amendment of Registrant's Certificate of Incorporation.

3(ii)    Amended and Restated Bylaws of the Registrant (incorporated by
         reference to Exhibit 3(ii) to the Registrant's Registration Statement
         No. 33-50867 on Form S-3).

4.1      Specimen Common Stock Certificate (incorporated by reference to
         Exhibit 4.3 to the Registrant's Registration Statement No.  33-17479
         on Form S-1).

4.2      Indenture dated as of February 1, 1993 between Registrant and
         Continental Bank, National Association, as Trustee (incorporated by
         reference to Exhibit 2 to the Registrant's Form 8-A filed on February
         10, 1993).

4.3      Specimen Certificate for Registrant's 6-5/8% Senior Note due February
         15, 1998 (incorporated by reference to Exhibit 1 to the Registrant's
         Form 8-A filed on February 10, 1993).

5        Opinion of legal counsel (including consent).
         
23.1     Consent of Arthur Andersen & Co.

23.2     Consent of legal counsel (included in Exhibit 5).

99       Blockbuster Entertainment Corporation 1994 Stock Option Plan
         (incorporated by reference to Exhibit 10.35 to the Registrant's
         Annual Report on Form 10-K for the fiscal year ended December 31,
         1993).