As filed with the Securities and Exchange Commission on July 2, 1999
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.)

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

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

                               Joe Thomas Malugen
                               Movie Gallery, Inc.
                               739 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>

                                        CALCULATION OF REGISTRATION FEE
================================================================================================================
<CAPTION>
                                                      Proposed Maximum    Proposed Maximum
                                       Amount To Be    Offering Price    Aggregate Offering      Amount of
Title of Securities To Be Registered   Registered(1)    Per Share(2)         Price(2)         Registration Fee
----------------------------------------------------------------------------------------------------------------
<S>                                      <C>              <C>             <C>                    <C>
Common Stock $.001 par value.........    850,000          $5.375          $4,568,750             $1,271
================================================================================================================

<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)     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 June 30, 1999.
</FN>
</TABLE>


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


                                       I-1

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*


*         Information  required by Part I to be contained  in the Section  10(a)
          prospectus  is omitted from the  registration  statement in accordance
          with Rule 428 under the  Securities Act of 1933 and the Note to Part I
          of Form S-8.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference

          The following  documents filed by Movie Gallery,  Inc. (the "Company")
with the Securities and Exchange  Commission (the "Commission") are incorporated
by reference herein:

          (i) the  Company's  Annual  Report  on Form  10-K for the  year  ended
January 3, 1999; and

          (ii) the Company's Quarterly Report on Form 10-Q for the quarter ended
April 4, 1999; and

          (iii) the  description of the Company's  Common Stock contained in the
Company's  Registration  Statement  on Form 8-A  (Reg.  No.  0-24548)  under the
Exchange  Act,  including  any  amendment  or report  subsequently  filed by the
Company for the purpose of updating that description.

          In  addition,  any document  filed by the Company with the  Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date hereof,  but prior to the filing of a post-effective  amendment to this
Registration  Statement which indicates that all shares of the Company's  Common
Stock registered hereunder have been sold or that deregisters all such shares of
Common  Stock  then  remaining  unsold,  will be  deemed to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

Item 4.   Description of Securities

          The Common Stock registered hereby is a class of securities registered
under Section 12(g) of the Exchange Act.

Item 5.   Interest of Named Experts and Counsel

          The  consolidated  financial  statements  of Movie  Gallery,  Inc.  at
January  3, 1999 and  January 4,  1998,  and for each of the three  years in the
period ended January 3, 1999,  included in the  Company's  Annual Report on Form
10-K for the year ended  January 3, 1999 have been audited by Ernst & Young LLP,
independent  auditors, as set forth in their report thereon included therein and
incorporated  herein by reference.  Such consolidated  financial  statements are
incorporated  herein by  reference  in reliance  upon such  report  given on the
authority of such firm as experts in accounting and auditing.

          Counsel for the Company, Troy & Gould Professional  Corporation,  1801
Century  Park East,  Los  Angeles,  California,  has  rendered an opinion to the
effect that the  securities  offered  hereby by the Company,  when sold and paid
for, will be duly and validly issued,  fully paid and  nonassessable.  Joseph F.
Troy, a member of Troy & Gould  Professional  Corporation,  is a director of the
Company and has been granted options to purchase 130,000 shares of Common Stock.

Item 6.   Indemnification of Directors and Officers

          The Certificate of Incorporation and the Bylaws of the Company provide
for the  indemnification of directors and officers of the Company to the fullest
extent  permitted by the General  Corporation  Law of the State of Delaware (the
"GCL").

          Section  145 of the GCL  authorizes  indemnification  when a person is
made a party to any  proceeding by reason of the fact that such person is or was
a director,  officer,  employee or agent of the  corporation or was serving as a
director,  officer,  employee or agent of another enterprise,  at the request of
the  corporation,  and if such  person  acted  in  good  faith  and in a  manner
reasonably believed by him or her to be in, or not opposed to the best interests

                                      II-1

<PAGE>


of the corporation.  With respect to any criminal  proceeding,  such person must
have had no reasonable cause to believe that his or her conduct was unlawful. If
it is determined  that the conduct of such person meets these  standards,  he or
she may be indemnified for expenses incurred and amounts paid in such proceeding
if actually and reasonably incurred by him or her in connection therewith.

          If such a  proceeding  is brought  by or on behalf of the  corporation
(i.e.,  a derivative  suit),  such person may be  indemnified  against  expenses
actually  and  reasonably  incurred  if he or she  acted in good  faith and in a
manner  reasonably  believed by him or her to be in, or not opposed to, the best
interests of the corporation.  There can be no  indemnification  with respect to
any matter as to which such person is adjudged to be liable to the  corporation;
however,  a court may,  even in such case,  allow such  indemnification  to such
person  for such  expenses  as the court  deems  proper.  Where  such  person is
successful  in any such  proceeding,  he or she is  entitled  to be  indemnified
against  expenses  actually and reasonably  incurred by him or her. In all other
cases,  indemnification is made by the corporation upon determination by it that
indemnification  of such  person  is  proper  because  such  person  has met the
applicable standard of conduct.

          The  Company  has  entered  into  separate  but  identical   indemnity
agreements (the "Indemnity Agreements") with each director and executive officer
of the Company (the  "Indemnitees").  The Indemnity  Agreements provide that the
Company will  indemnify  each  Indemnitee  to the fullest  extent  authorized or
permitted  by law  against  payment of and  liability  for any and all  expenses
actually and reasonably incurred by the Indemnitee,  including,  but not limited
to, judgments,  fines, settlements and charges, costs, expenses of investigation
and expenses of defense of legal actions,  suits,  proceedings payable by reason
of the fact that the  Indemnitee  is or was a  director  and/or  officer  of the
Company or is or was  serving  at the  request  of the  Company  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise,  in connection with the defense or settlement of such
proceedings,  provided it is determined that the Indemnitee  acted in good faith
and in a manner that he reasonably  believed to be in or not opposed to the best
interests  of the  Company  and,  in the case of a criminal  proceeding,  had no
reasonable  cause to  believe  that his  conduct  was  unlawful.  The  Indemnity
Agreements  also provide that all costs and expenses  incurred by the Indemnitee
in defending or investigating such claim shall be paid by the Company (and shall
be paid by the  Company  in  advance  of the final  disposition  thereof  at the
written  request of the  Indemnitee  if the  Indemnitee  undertakes to repay the
Company  for any  costs  or  expenses  so  advanced  if it shall  ultimately  be
determined  by a court  of  competent  jurisdiction  in a  final,  nonappealable
adjudication  that he is not  entitled to  indemnification  under the  Indemnity
Agreement) unless the Company,  independent legal counsel or the stockholders of
the Company  determine that: (i) the Indemnitee did not act in good faith and in
a  manner  that he  reasonably  believed  to be in or not  opposed  to the  best
interests of the Company; (ii) in the case of any criminal action or proceeding,
the  Indemnitee  had  reasonable  cause to believe his conduct was unlawful;  or
(iii) the  Indemnitee  intentionally  breached  his duty to the  Company  or its
stockholders.

Item 8.   Exhibits

          The following  exhibits  included  herewith or incorporated  herein by
reference are made part of this Registration Statement:

          4.1  Specimen Common Stock  certificate  (filed with the Commission on
               August 1, 1994 as Exhibit 4.1 to Amendment No. 2 to the Company's
               Registration  Statement  on Form  S-1  (Reg.  No.  33-80120)  and
               incorporated herein by reference).

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

          23.1 Consent of Ernst & Young LLP.

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

          24 Power of Attorney (contained in Part II).


                                      II-2

<PAGE>

Item 9.   Undertakings

          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; and

              (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement:

provided,  however,  that  paragraphs  (1)(i)  and  (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  Exchange  Act that  are  incorporated  by
reference in this 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.

          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
Exchange  Act (and 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.

          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
Securities  Act of 1933 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 of 1933 and will be governed by the final  adjudication  of such
issue.


                                      II-3

<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 July 1, 1999.


                                    MOVIE GALLERY, INC.


                                    By: /s/ Joe T. Malugen
                                    ----------------------
                                    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 Thomas Malugen      Chairman of the Board and Chief         July 1, 1999
----------------------     Executive Officer
Joe Thomas Malugen

/s/William B. Snow
----------------------      Vice Chairman of the Board             July 1, 1999
William B. Snow

/s/H. Harrison Parrish
----------------------     Director and President                  July 1, 1999
H. Harrison Parrish


----------------------     Director
Sanford C. Sigoloff


----------------------     Director
Philip B. Smith

/s/Joseph F. Troy
----------------------     Director                                July 1, 1999
Joseph F. Troy

/s/J. Steven Roy
----------------------     Executive Vice President                July 1, 1999
J. Steven Roy              Chief Financial Officer

/s/Steven M. Hamil
----------------------     Senior Vice President                   July 1, 1999
Steven M. Hamil            Chief Accounting Officer


                                      II-4


<PAGE>


                                  EXHIBIT INDEX



Exhibit Number


     4.1         Specimen Common Stock certificate (filed with the Commission on
                 August  1,  1994  as  Exhibit  4.1 to  Amendment  No.  2 to the
                 Company's   Registration   Statement  on  Form  S-1  (Reg.  No.
                 33-80120) and incorporated herein by reference).


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


     23.1        Consent of Ernst & Young LLP.


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


     24          Power of Attorney (contained in Part II).




                                      II-5
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20132}]
{"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": "333-82183", "film-number": "99658677"}, "business-address": {"street1": "739 W MAIN ST", "city": "DOTHAN", "state": "AL", "zip": "36301", "phone": "3346772108"}, "mail-address": {"street1": "739 W MAIN ST", "city": "DOTHAN", "state": "AL", "zip": "36301"}}
As filed with the Securities and Exchange Commission on July 2, 1999
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.)

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

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

                               Joe Thomas Malugen
                               Movie Gallery, Inc.
                               739 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
                                       Amount To Be    Offering Price    Aggregate Offering      Amount of
Title of Securities To Be Registered   Registered(1)    Per Share(2)         Price(2)         Registration Fee
----------------------------------------------------------------------------------------------------------------
Common Stock $.001 par value.........    850,000          $5.375          $4,568,750             $1,271
================================================================================================================
(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)     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 June 30, 1999.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                       I-1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

*         Information  required by Part I to be contained  in the Section  10(a)
          prospectus  is omitted from the  registration  statement in accordance
          with Rule 428 under the  Securities Act of 1933 and the Note to Part I
          of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          The following  documents filed by Movie Gallery,  Inc. (the "Company")
with the Securities and Exchange  Commission (the "Commission") are incorporated
by reference herein:

          (i) the  Company's  Annual  Report  on Form  10-K for the  year  ended
January 3, 1999; and

          (ii) the Company's Quarterly Report on Form 10-Q for the quarter ended
April 4, 1999; and

          (iii) the  description of the Company's  Common Stock contained in the
Company's  Registration  Statement  on Form 8-A  (Reg.  No.  0-24548)  under the
Exchange  Act,  including  any  amendment  or report  subsequently  filed by the
Company for the purpose of updating that description.

          In  addition,  any document  filed by the Company with the  Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date hereof,  but prior to the filing of a post-effective  amendment to this
Registration  Statement which indicates that all shares of the Company's  Common
Stock registered hereunder have been sold or that deregisters all such shares of
Common  Stock  then  remaining  unsold,  will be  deemed to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

Item 4.   Description of Securities

          The Common Stock registered hereby is a class of securities registered
under Section 12(g) of the Exchange Act.

Item 5.   Interest of Named Experts and Counsel

          The  consolidated  financial  statements  of Movie  Gallery,  Inc.  at
January  3, 1999 and  January 4,  1998,  and for each of the three  years in the
period ended January 3, 1999,  included in the  Company's  Annual Report on Form
10-K for the year ended  January 3, 1999 have been audited by Ernst & Young LLP,
independent  auditors, as set forth in their report thereon included therein and
incorporated  herein by reference.  Such consolidated  financial  statements are
incorporated  herein by  reference  in reliance  upon such  report  given on the
authority of such firm as experts in accounting and auditing.

          Counsel for the Company, Troy & Gould Professional  Corporation,  1801
Century  Park East,  Los  Angeles,  California,  has  rendered an opinion to the
effect that the  securities  offered  hereby by the Company,  when sold and paid
for, will be duly and validly issued,  fully paid and  nonassessable.  Joseph F.
Troy, a member of Troy & Gould  Professional  Corporation,  is a director of the
Company and has been granted options to purchase 130,000 shares of Common Stock.

Item 6.   Indemnification of Directors and Officers

          The Certificate of Incorporation and the Bylaws of the Company provide
for the  indemnification of directors and officers of the Company to the fullest
extent  permitted by the General  Corporation  Law of the State of Delaware (the
"GCL").

          Section  145 of the GCL  authorizes  indemnification  when a person is
made a party to any  proceeding by reason of the fact that such person is or was
a director,  officer,  employee or agent of the  corporation or was serving as a
director,  officer,  employee or agent of another enterprise,  at the request of
the  corporation,  and if such  person  acted  in  good  faith  and in a  manner
reasonably believed by him or her to be in, or not opposed to the best interests

                                      II-1
of the corporation.  With respect to any criminal  proceeding,  such person must
have had no reasonable cause to believe that his or her conduct was unlawful. If
it is determined  that the conduct of such person meets these  standards,  he or
she may be indemnified for expenses incurred and amounts paid in such proceeding
if actually and reasonably incurred by him or her in connection therewith.

          If such a  proceeding  is brought  by or on behalf of the  corporation
(i.e.,  a derivative  suit),  such person may be  indemnified  against  expenses
actually  and  reasonably  incurred  if he or she  acted in good  faith and in a
manner  reasonably  believed by him or her to be in, or not opposed to, the best
interests of the corporation.  There can be no  indemnification  with respect to
any matter as to which such person is adjudged to be liable to the  corporation;
however,  a court may,  even in such case,  allow such  indemnification  to such
person  for such  expenses  as the court  deems  proper.  Where  such  person is
successful  in any such  proceeding,  he or she is  entitled  to be  indemnified
against  expenses  actually and reasonably  incurred by him or her. In all other
cases,  indemnification is made by the corporation upon determination by it that
indemnification  of such  person  is  proper  because  such  person  has met the
applicable standard of conduct.

          The  Company  has  entered  into  separate  but  identical   indemnity
agreements (the "Indemnity Agreements") with each director and executive officer
of the Company (the  "Indemnitees").  The Indemnity  Agreements provide that the
Company will  indemnify  each  Indemnitee  to the fullest  extent  authorized or
permitted  by law  against  payment of and  liability  for any and all  expenses
actually and reasonably incurred by the Indemnitee,  including,  but not limited
to, judgments,  fines, settlements and charges, costs, expenses of investigation
and expenses of defense of legal actions,  suits,  proceedings payable by reason
of the fact that the  Indemnitee  is or was a  director  and/or  officer  of the
Company or is or was  serving  at the  request  of the  Company  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise,  in connection with the defense or settlement of such
proceedings,  provided it is determined that the Indemnitee  acted in good faith
and in a manner that he reasonably  believed to be in or not opposed to the best
interests  of the  Company  and,  in the case of a criminal  proceeding,  had no
reasonable  cause to  believe  that his  conduct  was  unlawful.  The  Indemnity
Agreements  also provide that all costs and expenses  incurred by the Indemnitee
in defending or investigating such claim shall be paid by the Company (and shall
be paid by the  Company  in  advance  of the final  disposition  thereof  at the
written  request of the  Indemnitee  if the  Indemnitee  undertakes to repay the
Company  for any  costs  or  expenses  so  advanced  if it shall  ultimately  be
determined  by a court  of  competent  jurisdiction  in a  final,  nonappealable
adjudication  that he is not  entitled to  indemnification  under the  Indemnity
Agreement) unless the Company,  independent legal counsel or the stockholders of
the Company  determine that: (i) the Indemnitee did not act in good faith and in
a  manner  that he  reasonably  believed  to be in or not  opposed  to the  best
interests of the Company; (ii) in the case of any criminal action or proceeding,
the  Indemnitee  had  reasonable  cause to believe his conduct was unlawful;  or
(iii) the  Indemnitee  intentionally  breached  his duty to the  Company  or its
stockholders.

Item 8.   Exhibits

          The following  exhibits  included  herewith or incorporated  herein by
reference are made part of this Registration Statement:

          4.1  Specimen Common Stock  certificate  (filed with the Commission on
               August 1, 1994 as Exhibit 4.1 to Amendment No. 2 to the Company's
               Registration  Statement  on Form  S-1  (Reg.  No.  33-80120)  and
               incorporated herein by reference).

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

          23.1 Consent of Ernst & Young LLP.

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

          24 Power of Attorney (contained in Part II).

                                      II-2
Item 9.   Undertakings

          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; and

              (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement:

provided,  however,  that  paragraphs  (1)(i)  and  (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  Exchange  Act that  are  incorporated  by
reference in this 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.

          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
Exchange  Act (and 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.

          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
Securities  Act of 1933 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 of 1933 and will be governed by the final  adjudication  of such
issue.

                                      II-3
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 July 1, 1999.

                                    MOVIE GALLERY, INC.

                                    By: /s/ Joe T. Malugen
                                    ----------------------
                                    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 Thomas Malugen      Chairman of the Board and Chief         July 1, 1999
----------------------     Executive Officer
Joe Thomas Malugen

/s/William B. Snow
----------------------      Vice Chairman of the Board             July 1, 1999
William B. Snow

/s/H. Harrison Parrish
----------------------     Director and President                  July 1, 1999
H. Harrison Parrish

----------------------     Director
Sanford C. Sigoloff

----------------------     Director
Philip B. Smith

/s/Joseph F. Troy
----------------------     Director                                July 1, 1999
Joseph F. Troy

/s/J. Steven Roy
----------------------     Executive Vice President                July 1, 1999
J. Steven Roy              Chief Financial Officer

/s/Steven M. Hamil
----------------------     Senior Vice President                   July 1, 1999
Steven M. Hamil            Chief Accounting Officer

                                      II-4
EXHIBIT INDEX

Exhibit Number

     4.1         Specimen Common Stock certificate (filed with the Commission on
                 August  1,  1994  as  Exhibit  4.1 to  Amendment  No.  2 to the
                 Company's   Registration   Statement  on  Form  S-1  (Reg.  No.
                 33-80120) and incorporated herein by reference).

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

     23.1        Consent of Ernst & Young LLP.

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

     24          Power of Attorney (contained in Part II).

                                      II-5