As filed with the Securities and Exchange Commission on November 14, 1997
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                       HOLLYWOOD ENTERTAINMENT CORPORATION
             (Exact name of registrant as specified in its charter)

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

              OREGON                                       93-0981138
    (State or other jurisdiction                          (IRS Employer
  of incorporation or organization)                     Identification No.)

   25600 SW Parkway Center Drive
        Wilsonville, Oregon                                    97070
       (Address of Principal                                 (Zip Code)
        Executive Offices)

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

                       Hollywood Entertainment Corporation
                            1993 Stock Incentive Plan

                       Hollywood Entertainment Corporation
                  1997 Employee Nonqualified Stock Option Plan
                              (Full title of plans)

                                 Donald J. Ekman
                    Senior Vice President and General Counsel
                       Hollywood Entertainment Corporation
                          25600 SW Parkway Center Drive
                              Wilsonville, OR 97070
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 570-1600

                                    Copy to:

                                Robert J. Moorman
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2300
                           Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
                                                     Proposed           Proposed              Amount
                                                     Maximum            Maximum               of
                               Amount                Offering           Aggregate             Regis-
Title of Securities            to Be                 Price Per          Offering              tration
to Be Registered               Registered(1)         Share(1)           Price(1)              Fee
-------------------            -------------         ---------          ----------            -------
<S>                            <C>                   <C>                <C>                   <C>       
Common Stock                   5,800,000 Shares      $11.64375          $77,522,476.71        $23,491.74
--------------------------------------------------------------------------------------------------------

(1)  This Registration Statement registers the following shares:

     Name of Plan                                              Number of Shares
     ------------                                              ----------------

     1993 Stock Incentive Plan                                    4,800,000

     1997 Employee Nonqualified Stock Option Plan                 1,000,000

     The proposed maximum offering price per share and the proposed maximum
     aggregate offering price are estimated solely for the purpose of
     calculating the registration fee pursuant to Rule 457(h) under the
     Securities Act of 1933. Of the shares to be registered, 2,029,000 shares
     are subject to options with an aggregate exercise price of $33,614,165.50.
     The calculation of the registration fee for the remaining 3,771,000 shares
     is based on $11.64375, which was the average of the high and low prices of
     the Common Stock on November 12, 1997 as reported in The Wall Street
     Journal for Nasdaq National Market issues.
</TABLE>
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference.

          The following documents filed by Hollywood Entertainment Corporation
(the "Company") with the Securities and Exchange Commission are incorporated
herein by reference:

          (a) The Company's latest annual report filed pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
     filed pursuant to rule 424(b) under the Securities Act of 1933 that
     contains audited financial statements for the Company's latest fiscal year
     for which such statements have been filed.

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 since the end of the fiscal year covered by
     the annual report or prospectus referred to in (a) above.

          (c) The description of the authorized capital stock of the Company con
     tained in the Company's registration statement filed under section 12 of
     the Securities Exchange Act of 1934, including any amendment or report
     filed for the purpose of updating the description.

          All reports and other documents subsequently filed by the Company
pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.


                                      II-1
<PAGE>
Item 6.   Indemnification of Directors and Officers.

          Article IV of the Company's 1993B Restated Articles of Incorporation
(the "Articles") requires indemnification of current or former directors or
nominees for director ("directors") of the Company to the fullest extent not
prohibited by the Oregon Business Corporation Act (the "Act"). The effects of
the Articles and the Act (the "Indemnification Provisions") are summarized as
follows:

          (a) The Indemnification Provisions grant a right of indemnification in
     respect of any action, suit or proceeding (other than an action by or in
     the right of the Company) against expenses (including attorney fees),
     judgments, fines and amounts paid in settlement actually and reasonably
     incurred, if the person concerned acted in good faith and in a manner the
     person reasonably believed to be in or not opposed to the best interests of
     the Company, was not adjudged liable on the basis of receipt of an improper
     personal benefit and, with respect to any criminal action or proceeding,
     had no reasonable cause to believe the conduct was unlawful. The
     termination of an action, suit or proceeding by judgment, order,
     settlement, conviction or plea of nolo contendere does not, of itself,
     create a presumption that the person did not meet the required standards of
     conduct.

          (b) The Indemnification Provisions grant a right of indemnification in
     respect of any action or suit by or in the right of the Company against the
     expenses (including attorney fees) actually and reasonably incurred if the
     person concerned acted in good faith and in a manner the person reasonably
     believed to be in or not opposed to the best interests of the Company,
     except that no right of indemnification will be granted if the person is
     adjudged to be liable to the Company.

          (c) Every person who has been wholly successful on the merits of a
     controversy described in (a) or (b) above is entitled to indemnification as
     a matter of right.

          (d) Because the limits of permissible indemnification under Oregon law
     are not clearly defined, the Indemnification Provisions may provide
     indemnification broader than that described in (a) and (b).

          Article IV of the Articles provides that the Company will advance to a
director the expenses incurred in defending any action, suit or proceeding in
advance of its final disposition if the director affirms in good faith that he
or she has met the standard of conduct to be entitled to indemnification as
described in (a) or (b) above and undertakes to repay any amount advanced if it
is determined that the person did not meet the required standard of conduct.


                                      II-2
<PAGE>
          Article V of the Articles provides that the Company may, in the
discretion of the Board of Directors, indemnify officers, employees and agents
to the same extent that directors are entitled to indemnification.

          The Company may obtain insurance for the protection of its directors
and officers against any liability asserted against them in their official
capacities.

          The rights of indemnification described above are not exclusive of any
other rights of indemnification to which the persons indemnified may be entitled
under any bylaw, agreement, vote of shareholders or directors or otherwise.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

Item 7.   Exemption From Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

          4.1    1993B Restated Articles of Incorporation (incorporated by
                 reference to Exhibit 3.1 to Amendment No. 2 to the Registrant's
                 Registration Statement on Form S-1, Registration No. 33-73966
                 (the "1994 S-1") and to Articles of Amendment filed as Exhibit
                 4 to Registrant's Registration Statement of Form S-3,
                 Registration No. 33-96140).

          4.2    Bylaws of the Company (incorporated by reference to Exhibit 3.2
                 to the 1994 S-1.)

          5.1    Opinion of Stoel Rives LLP.

          23.1   Consent of Price Waterhouse LLP (see page II-7).

          23.2   Consent of Coopers & Lybrand, L.L.P. (see page II-8).

          23.3   Consent of Stoel Rives LLP (included in Exhibit 5.1).

          24.1   Powers of Attorney.


                                      II-3
<PAGE>
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 of 1933;

                    (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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of the
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               a 20% change in the maximum aggregate offering price set forth in
               the "Calculation of Registration Fee" table in the effective
               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 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
          Securities Exchange Act of 1934 that are incorporated by reference in
          the registration statement.

               (2) That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment 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.

               (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.


                                      II-4
<PAGE>
     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.


                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilsonville, State of Oregon, on November 14, 1997.


                                       HOLLYWOOD ENTERTAINMENT CORPORATION



                                       By DONALD J. EKMAN
                                          --------------------------------------
                                          Donald J. Ekman,
                                          Senior Vice President and General
                                            Counsel


                                      II-5
<PAGE>
          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 14th day of November, 1997.


Signature                                            Title




* MARK J. WATTLES                      Chairman of the Board, President and
----------------------------------     Chief Executive Officer
Mark J. Wattles                        (Principal Executive Officer)



* F. MARK WOLFINGER                    Chief Financial Officer
----------------------------------     (Principal Financial and Accounting 
F. Mark Wolfinger                      Officer)



DONALD J. EKMAN                        Senior Vice President, General Counsel
----------------------------------     and Director
Donald J. Ekman                        



* JAMES N. CUTLER, JR.                 Director
----------------------------------     
James N. Cutler, Jr.



* RICHARD A. GALANTI                   Director
----------------------------------     
Richard A. Galanti


     *By  DONALD J. EKMAN
          ----------------------------------
          Donald J. Ekman, Attorney-in-Fact


                                      II-6
<PAGE>
                       CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 20, 1997, except as to Note
11, which is as of March 15, 1997, as appearing on page F-1 of Hollywood
Entertainment Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996.


Price Waterhouse LLP


Portland, Oregon
November 12, 1997


                                      II-7
<PAGE>
                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated February 14, 1995, except for Note 3 as to which
the date is March 29, 1995, on our audits of the financial statements of
Hollywood Entertainment Corporation for the year ended December 31, 1994, which
report appears in the Annual Report on Form 10-K of Hollywood Entertainment
Corporation for the year ended December 31, 1996.



                                       COOPERS & LYBRAND L.L.P.


Portland, Oregon
November 11, 1997


                                      II-8
<PAGE>
                                  EXHIBIT INDEX


Exhibit
Number         Document Description
-------        --------------------

  4.1          1993B Restated Articles of Incorporation (incorporated by
               reference to Exhibit 3.1 to Amendment No. 2 to the Registrant's
               Registration Statement on Form S-1, Registration No. 33-73966
               (the "1994 S-1") and to Articles of Amendment filed as Exhibit 4
               to Registrant's Registration Statement of Form S-3, Registration
               No. 33-96140).

  4.2          Bylaws of the Company (incorporated by reference to Exhibit 3.2
               to the 1994 S-1.)

  5.1          Opinion of Stoel Rives LLP.

  23.1         Consent of Price Waterhouse LLP (see page II-7).

  23.2         Consent of Coopers & Lybrand, L.L.P. (see page II-8).

  23.3         Consent of Stoel Rives LLP (included in Exhibit 5.1).

  24.1         Powers of Attorney.


                                      II-9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19871}]
{"company-data": {"conformed-name": "HOLLYWOOD ENTERTAINMENT CORP", "cik": "0000905895", "assigned-sic": "7841", "irs-number": "930981138", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40229", "film-number": "97719296"}, "business-address": {"street1": "25600 SW PARKWAY CENTER DRIVE", "city": "WILSON", "state": "OR", "zip": "97070", "phone": "5035701600"}, "mail-address": {"street1": "25600 SW PARKWAY CENTER DRIVE", "city": "WILSONVILLE", "state": "OR", "zip": "97070"}}
As filed with the Securities and Exchange Commission on November 14, 1997
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                       HOLLYWOOD ENTERTAINMENT CORPORATION
             (Exact name of registrant as specified in its charter)

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

              OREGON                                       93-0981138
    (State or other jurisdiction                          (IRS Employer
  of incorporation or organization)                     Identification No.)

   25600 SW Parkway Center Drive
        Wilsonville, Oregon                                    97070
       (Address of Principal                                 (Zip Code)
        Executive Offices)

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

                       Hollywood Entertainment Corporation
                            1993 Stock Incentive Plan

                       Hollywood Entertainment Corporation
                  1997 Employee Nonqualified Stock Option Plan
                              (Full title of plans)

                                 Donald J. Ekman
                    Senior Vice President and General Counsel
                       Hollywood Entertainment Corporation
                          25600 SW Parkway Center Drive
                              Wilsonville, OR 97070
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 570-1600

                                    Copy to:

                                Robert J. Moorman
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2300
                           Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
                                                     Proposed           Proposed              Amount
                                                     Maximum            Maximum               of
                               Amount                Offering           Aggregate             Regis-
Title of Securities            to Be                 Price Per          Offering              tration
to Be Registered               Registered(1)         Share(1)           Price(1)              Fee
-------------------            -------------         ---------          ----------            -------
Common Stock                   5,800,000 Shares      $11.64375          $77,522,476.71        $23,491.74
--------------------------------------------------------------------------------------------------------

(1)  This Registration Statement registers the following shares:

     Name of Plan                                              Number of Shares
     ------------                                              ----------------

     1993 Stock Incentive Plan                                    4,800,000

     1997 Employee Nonqualified Stock Option Plan                 1,000,000

     The proposed maximum offering price per share and the proposed maximum
     aggregate offering price are estimated solely for the purpose of
     calculating the registration fee pursuant to Rule 457(h) under the
     Securities Act of 1933. Of the shares to be registered, 2,029,000 shares
     are subject to options with an aggregate exercise price of $33,614,165.50.
     The calculation of the registration fee for the remaining 3,771,000 shares
     is based on $11.64375, which was the average of the high and low prices of
     the Common Stock on November 12, 1997 as reported in The Wall Street
     Journal for Nasdaq National Market issues.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference.

          The following documents filed by Hollywood Entertainment Corporation
(the "Company") with the Securities and Exchange Commission are incorporated
herein by reference:

          (a) The Company's latest annual report filed pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
     filed pursuant to rule 424(b) under the Securities Act of 1933 that
     contains audited financial statements for the Company's latest fiscal year
     for which such statements have been filed.

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 since the end of the fiscal year covered by
     the annual report or prospectus referred to in (a) above.

          (c) The description of the authorized capital stock of the Company con
     tained in the Company's registration statement filed under section 12 of
     the Securities Exchange Act of 1934, including any amendment or report
     filed for the purpose of updating the description.

          All reports and other documents subsequently filed by the Company
pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.

                                      II-1
Item 6.   Indemnification of Directors and Officers.

          Article IV of the Company's 1993B Restated Articles of Incorporation
(the "Articles") requires indemnification of current or former directors or
nominees for director ("directors") of the Company to the fullest extent not
prohibited by the Oregon Business Corporation Act (the "Act"). The effects of
the Articles and the Act (the "Indemnification Provisions") are summarized as
follows:

          (a) The Indemnification Provisions grant a right of indemnification in
     respect of any action, suit or proceeding (other than an action by or in
     the right of the Company) against expenses (including attorney fees),
     judgments, fines and amounts paid in settlement actually and reasonably
     incurred, if the person concerned acted in good faith and in a manner the
     person reasonably believed to be in or not opposed to the best interests of
     the Company, was not adjudged liable on the basis of receipt of an improper
     personal benefit and, with respect to any criminal action or proceeding,
     had no reasonable cause to believe the conduct was unlawful. The
     termination of an action, suit or proceeding by judgment, order,
     settlement, conviction or plea of nolo contendere does not, of itself,
     create a presumption that the person did not meet the required standards of
     conduct.

          (b) The Indemnification Provisions grant a right of indemnification in
     respect of any action or suit by or in the right of the Company against the
     expenses (including attorney fees) actually and reasonably incurred if the
     person concerned acted in good faith and in a manner the person reasonably
     believed to be in or not opposed to the best interests of the Company,
     except that no right of indemnification will be granted if the person is
     adjudged to be liable to the Company.

          (c) Every person who has been wholly successful on the merits of a
     controversy described in (a) or (b) above is entitled to indemnification as
     a matter of right.

          (d) Because the limits of permissible indemnification under Oregon law
     are not clearly defined, the Indemnification Provisions may provide
     indemnification broader than that described in (a) and (b).

          Article IV of the Articles provides that the Company will advance to a
director the expenses incurred in defending any action, suit or proceeding in
advance of its final disposition if the director affirms in good faith that he
or she has met the standard of conduct to be entitled to indemnification as
described in (a) or (b) above and undertakes to repay any amount advanced if it
is determined that the person did not meet the required standard of conduct.

                                      II-2
Article V of the Articles provides that the Company may, in the
discretion of the Board of Directors, indemnify officers, employees and agents
to the same extent that directors are entitled to indemnification.

          The Company may obtain insurance for the protection of its directors
and officers against any liability asserted against them in their official
capacities.

          The rights of indemnification described above are not exclusive of any
other rights of indemnification to which the persons indemnified may be entitled
under any bylaw, agreement, vote of shareholders or directors or otherwise.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

Item 7.   Exemption From Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

          4.1    1993B Restated Articles of Incorporation (incorporated by
                 reference to Exhibit 3.1 to Amendment No. 2 to the Registrant's
                 Registration Statement on Form S-1, Registration No. 33-73966
                 (the "1994 S-1") and to Articles of Amendment filed as Exhibit
                 4 to Registrant's Registration Statement of Form S-3,
                 Registration No. 33-96140).

          4.2    Bylaws of the Company (incorporated by reference to Exhibit 3.2
                 to the 1994 S-1.)

          5.1    Opinion of Stoel Rives LLP.

          23.1   Consent of Price Waterhouse LLP (see page II-7).

          23.2   Consent of Coopers & Lybrand, L.L.P. (see page II-8).

          23.3   Consent of Stoel Rives LLP (included in Exhibit 5.1).

          24.1   Powers of Attorney.

                                      II-3
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 of 1933;

                    (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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of the
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               a 20% change in the maximum aggregate offering price set forth in
               the "Calculation of Registration Fee" table in the effective
               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 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
          Securities Exchange Act of 1934 that are incorporated by reference in
          the registration statement.

               (2) That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment 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.

               (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.

                                      II-4
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilsonville, State of Oregon, on November 14, 1997.

                                       HOLLYWOOD ENTERTAINMENT CORPORATION

                                       By DONALD J. EKMAN
                                          --------------------------------------
                                          Donald J. Ekman,
                                          Senior Vice President and General
                                            Counsel

                                      II-5
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 14th day of November, 1997.

Signature                                            Title

* MARK J. WATTLES                      Chairman of the Board, President and
----------------------------------     Chief Executive Officer
Mark J. Wattles                        (Principal Executive Officer)

* F. MARK WOLFINGER                    Chief Financial Officer
----------------------------------     (Principal Financial and Accounting 
F. Mark Wolfinger                      Officer)

DONALD J. EKMAN                        Senior Vice President, General Counsel
----------------------------------     and Director
Donald J. Ekman                        

* JAMES N. CUTLER, JR.                 Director
----------------------------------     
James N. Cutler, Jr.

* RICHARD A. GALANTI                   Director
----------------------------------     
Richard A. Galanti

     *By  DONALD J. EKMAN
          ----------------------------------
          Donald J. Ekman, Attorney-in-Fact

                                      II-6
CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 20, 1997, except as to Note
11, which is as of March 15, 1997, as appearing on page F-1 of Hollywood
Entertainment Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996.

Price Waterhouse LLP

Portland, Oregon
November 12, 1997

                                      II-7
CONSENT OF INDEPENDENT ACCOUNTANTS

     We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated February 14, 1995, except for Note 3 as to which
the date is March 29, 1995, on our audits of the financial statements of
Hollywood Entertainment Corporation for the year ended December 31, 1994, which
report appears in the Annual Report on Form 10-K of Hollywood Entertainment
Corporation for the year ended December 31, 1996.

                                       COOPERS & LYBRAND L.L.P.

Portland, Oregon
November 11, 1997

                                      II-8
EXHIBIT INDEX

Exhibit
Number         Document Description
-------        --------------------

  4.1          1993B Restated Articles of Incorporation (incorporated by
               reference to Exhibit 3.1 to Amendment No. 2 to the Registrant's
               Registration Statement on Form S-1, Registration No. 33-73966
               (the "1994 S-1") and to Articles of Amendment filed as Exhibit 4
               to Registrant's Registration Statement of Form S-3, Registration
               No. 33-96140).

  4.2          Bylaws of the Company (incorporated by reference to Exhibit 3.2
               to the 1994 S-1.)

  5.1          Opinion of Stoel Rives LLP.

  23.1         Consent of Price Waterhouse LLP (see page II-7).

  23.2         Consent of Coopers & Lybrand, L.L.P. (see page II-8).

  23.3         Consent of Stoel Rives LLP (included in Exhibit 5.1).

  24.1         Powers of Attorney.

                                      II-9