As filed with the Securities and Exchange Commission on April 3, 2001
                                                              Reg. No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                 --------------

                               MOVIE GALLERY, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                          63-1120122
    (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                          Identification No.)

          900 W. Main Street                                        36301
           Dothan, Alabama                                       (Zip Code)
(Address of principal executive offices)

                                 --------------
                           1994 Stock Plan, As Amended
                            (Full title of the plan)
                                 --------------

                               Joe Thomas Malugen
                               Movie Gallery, Inc.
                               900 W. Main Street
                              Dothan, Alabama 36301
                     (Name and address of agent for service)

                                 (334) 677-2108
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Lawrence P. Schnapp, Esq.
                      Troy & Gould Professional Corporation
                       1801 Century Park East, Suite 1600
                          Los Angeles, California 90067
                                 (310) 553-4441

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
-----------------------------  --------------  ------------------ ------------------- ----------------
                                               Proposed Maximum    Proposed Maximum
  Title of Securities To Be     Amount To Be   Offering Price Per  Aggregate Offering    Amount of
          Registered            Registered(1)      Share(3)            Price(3)       Registration Fee
-----------------------------  --------------  ------------------ ------------------- ----------------

<S>                               <C>                <C>              <C>                   <C>
 Common Stock $.001 par value     400,000(2)         $7.35            $2,940,000            $735
-----------------------------  --------------  ------------------ ------------------- ----------------
<FN>

(1)       In accordance with Rule 416 of the General Rules and Regulations under
          the Securities Act of 1933 (the "General Rules"), there also are being
          registered such indeterminate number of additional shares of Common
          Stock as may become issuable pursuant to anti-dilution provisions of
          the plans.
(2)       Represents shares of Common Stock which have become available for
          issuance under the Registrant's 1994 Stock Plan, as amended as a
          result of an amendment approved by the stockholders at the
          Registrant's Annual Meeting held on June 13, 2000 increasing the
          number of shares authorized for issuance thereunder by an aggregate of
          400,000 shares. Options with respect to 132,162 of such shares have
          been granted to date.
(3)       Estimated pursuant to Rule 457 of the General Rules, solely for the
          purpose of computing the registration fee, based on the last reported
          sales price of the Common Stock as reported on the NASDAQ National
          Market on March 30, 2001.

</FN>
</TABLE>

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     This Registration  Statement is being filed pursuant to General Instruction
E to Form 8. The contents of Registration  Statements Nos.  33-82968,  33-98896,
333-04633 and 333-82183  pertaining to Movie Gallery,  Inc.'s (the "Registrant")
1994 Stock Plan, as amended, are incorporated herein by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The Registrant  hereby files this  Registration  Statement on Form S-8 with
the Securities and Exchange  Commission (the  "Commission")  to register 400,000
shares (the "Shares") of the Registrant's  Common Stock for issuance pursuant to
the Registrant's 1994 Stock Plan (the "Plan"),  and such indeterminate number of
shares as may  become  available  under  the Plan as a result of the  adjustment
provisions  thereof,  pursuant to General  Instruction E to Form S-8. The Shares
are in addition to 2,600,000 shares of the Registrant's  Common Stock registered
on Registration  Statements on Form S-8 filed with and declared effective by the
Securities  and Exchange  Commission.  The Plan covers an aggregate of 3,000,000
shares of Registrant's Common Stock.


<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 Dothan, State of Alabama, on April 3, 2001.

                                    MOVIE GALLERY, INC.


                                     By:

                                        _______________________________________
                                        Joe T. Malugen, Chief Executive Officer



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Joe T. Malugen and J. Steven Roy, and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution and  resubstitution,  for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  registration  statement  and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as he might or could do in person, hereby ratifying and confirming all
that  said  attorneys-in-fact  and  agents,  or any of  them,  or  their  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

Signature                              Title                           Date
---------                              -----                           ----
/s/ JOE T. MALUGEN           Chairman of the Board and Chief       April 3, 2001
-----------------------      Executive Officer
Joe T. Malugen

/s/ WILLIAM B. SNOW          Vice Chairman of the Board            April 3, 2001
-----------------------
William B. Snow

/s/ H. HARRISON PARRISH      Director and President                April 3, 2001
-----------------------
H. Harrison Parrish

/s/ SANFORD C. SIGOLOFF      Director                              April 3, 2001
-----------------------
Sanford C. Sigoloff

/s/ J. STEVEN ROY            Executive Vice President and          April 3, 2001
-----------------------      Chief Financial Officer
J. Steven Roy

/s/ IVY M. JERNIGAN          Vice President - Controller           April 3, 2001
-----------------------
Ivy M. Jernigan


<PAGE>


                                  EXHIBIT INDEX



     Exhibit Number

     5            Opinion of Troy & Gould Professional Corporation regarding the
                  legality of the securities registered hereunder.

     23.1         Consent of Ernst & Young LLP, independent auditors.

     23.2         Consent of Troy & Gould Professional Corporation (contained in
                  Exhibit 5).

     24           Power of Attorney (contained in Part II)
[{"type": "S-8", "sequence": "1", "filename": "forms-8.txt", "description": "SHARE REGISTRATION", "secsgml_size_bytes": 8725}]
{"company-data": {"conformed-name": "MOVIE GALLERY INC", "cik": "0000925178", "assigned-sic": "7841", "irs-number": "631120122", "state-of-incorporation": "DE", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58192", "film-number": "1593008"}, "business-address": {"street1": "900 WEST MAIN STREET", "city": "DOTHAN", "state": "AL", "zip": "36301", "phone": "3346772108"}, "mail-address": {"street1": "900 WEST MAIN STREET", "city": "DOTHAN", "state": "AL", "zip": "36301"}}
As filed with the Securities and Exchange Commission on April 3, 2001
                                                              Reg. No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                 --------------

                               MOVIE GALLERY, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                          63-1120122
    (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                          Identification No.)

          900 W. Main Street                                        36301
           Dothan, Alabama                                       (Zip Code)
(Address of principal executive offices)

                                 --------------
                           1994 Stock Plan, As Amended
                            (Full title of the plan)
                                 --------------

                               Joe Thomas Malugen
                               Movie Gallery, Inc.
                               900 W. Main Street
                              Dothan, Alabama 36301
                     (Name and address of agent for service)

                                 (334) 677-2108
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Lawrence P. Schnapp, Esq.
                      Troy & Gould Professional Corporation
                       1801 Century Park East, Suite 1600
                          Los Angeles, California 90067
                                 (310) 553-4441
CALCULATION OF REGISTRATION FEE
-----------------------------  --------------  ------------------ ------------------- ----------------
                                               Proposed Maximum    Proposed Maximum
  Title of Securities To Be     Amount To Be   Offering Price Per  Aggregate Offering    Amount of
          Registered            Registered(1)      Share(3)            Price(3)       Registration Fee
-----------------------------  --------------  ------------------ ------------------- ----------------
Common Stock $.001 par value     400,000(2)         $7.35            $2,940,000            $735
-----------------------------  --------------  ------------------ ------------------- ----------------
(1)       In accordance with Rule 416 of the General Rules and Regulations under
          the Securities Act of 1933 (the "General Rules"), there also are being
          registered such indeterminate number of additional shares of Common
          Stock as may become issuable pursuant to anti-dilution provisions of
          the plans.
(2)       Represents shares of Common Stock which have become available for
          issuance under the Registrant's 1994 Stock Plan, as amended as a
          result of an amendment approved by the stockholders at the
          Registrant's Annual Meeting held on June 13, 2000 increasing the
          number of shares authorized for issuance thereunder by an aggregate of
          400,000 shares. Options with respect to 132,162 of such shares have
          been granted to date.
(3)       Estimated pursuant to Rule 457 of the General Rules, solely for the
          purpose of computing the registration fee, based on the last reported
          sales price of the Common Stock as reported on the NASDAQ National
          Market on March 30, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     This Registration  Statement is being filed pursuant to General Instruction
E to Form 8. The contents of Registration  Statements Nos.  33-82968,  33-98896,
333-04633 and 333-82183  pertaining to Movie Gallery,  Inc.'s (the "Registrant")
1994 Stock Plan, as amended, are incorporated herein by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The Registrant  hereby files this  Registration  Statement on Form S-8 with
the Securities and Exchange  Commission (the  "Commission")  to register 400,000
shares (the "Shares") of the Registrant's  Common Stock for issuance pursuant to
the Registrant's 1994 Stock Plan (the "Plan"),  and such indeterminate number of
shares as may  become  available  under  the Plan as a result of the  adjustment
provisions  thereof,  pursuant to General  Instruction E to Form S-8. The Shares
are in addition to 2,600,000 shares of the Registrant's  Common Stock registered
on Registration  Statements on Form S-8 filed with and declared effective by the
Securities  and Exchange  Commission.  The Plan covers an aggregate of 3,000,000
shares of Registrant's Common Stock.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 Dothan, State of Alabama, on April 3, 2001.

                                    MOVIE GALLERY, INC.

                                     By:

                                        _______________________________________
                                        Joe T. Malugen, Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Joe T. Malugen and J. Steven Roy, and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution and  resubstitution,  for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  registration  statement  and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as he might or could do in person, hereby ratifying and confirming all
that  said  attorneys-in-fact  and  agents,  or any of  them,  or  their  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

Signature                              Title                           Date
---------                              -----                           ----
/s/ JOE T. MALUGEN           Chairman of the Board and Chief       April 3, 2001
-----------------------      Executive Officer
Joe T. Malugen

/s/ WILLIAM B. SNOW          Vice Chairman of the Board            April 3, 2001
-----------------------
William B. Snow

/s/ H. HARRISON PARRISH      Director and President                April 3, 2001
-----------------------
H. Harrison Parrish

/s/ SANFORD C. SIGOLOFF      Director                              April 3, 2001
-----------------------
Sanford C. Sigoloff

/s/ J. STEVEN ROY            Executive Vice President and          April 3, 2001
-----------------------      Chief Financial Officer
J. Steven Roy

/s/ IVY M. JERNIGAN          Vice President - Controller           April 3, 2001
-----------------------
Ivy M. Jernigan
EXHIBIT INDEX

     Exhibit Number

     5            Opinion of Troy & Gould Professional Corporation regarding the
                  legality of the securities registered hereunder.

     23.1         Consent of Ernst & Young LLP, independent auditors.

     23.2         Consent of Troy & Gould Professional Corporation (contained in
                  Exhibit 5).

     24           Power of Attorney (contained in Part II)