UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington DC  20549

                                   FORM 10-K/A


/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the fiscal year ended     December 31, 2000
                              -----------------
                                      OR
/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                 to
                               ---------------    ----------------

Commission file number   0-21824
----------
                      HOLLYWOOD ENTERTAINMENT CORPORATION
            (Exact name of registrant as specified in its charter)

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

      9275 SW Peyton Lane, Wilsonville, OR 97070
-----------------------------------------------------------------------
    (Address of principal executive offices)  (Zip Code)

                         (503) 570-1600
              (Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

 Title of Each Class               Name of Each Exchange on
-----------------------            Which Registered
                                   --------------------------
  Common Stock                     Nasdaq National Market

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period than the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X    No ____

   Indicate by check mark if disclosure of delinquent filers pursuant to item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K.  [  ]

   On March 20, 2001, the registrant had 49,247,599 shares of Common Stock
outstanding, and on such date, the aggregate market value of the shares of
Common Stock held by non-affiliates of the Registrant was $91,851,167 based
upon the last sale price reported for such date on the Nasdaq National Market.

DOCUMENTS INCORPORATED BY REFERENCE:  None


PART III

Item 10.  Directors and Executive Officers of the Registrant

BIOGRAPHICAL INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS

Name                          Age          Position
--------------------------    ---          -----------------------------------

Mark J. Wattles (1)           39           Chairman of the Board, Chief
                                           Executive Officer, and President

James N. Cutler, Jr.(2)(3)    49           Director

Donald J. Ekman (1)           48           Executive Vice President of Legal
                                           Affairs, Secretary, and Director

S. Douglas Glendenning (2)(3) 44           Director

William P. Zebe (1)(2)(3)     41           Director

David G. Martin               35           Executive Vice President and
                                           Chief Financial Officer

Scott R. Schultze             46           Executive Vice President and Chief
                                           Administration Officer

F. Bruce Giesbrecht           41           Executive Vice President of
                                           Business Development

Roger J. Osborne              48           Executive Vice President of
                                           Operations


(1)   Member of the Real Estate Committee.
(2)   Member of the Audit Committee.
(3)   Member of the Compensation Committee.

   Mark J. Wattles founded the Company in June 1988 and has served as Chairman
of the Board and Chief Executive Officer since that time and was the President
of the Company until September 1997. Mr. Wattles has been an owner and operator
in the video rental industry since 1985.  He has been a participant and key
speaker in several entertainment industry panels and conferences and currently
serves as a member of the Video Software Dealers Association (VSDA) Board of
Directors.

   James N. Cutler, Jr. became a director of the Company in October 2000. Mr.
Cutler has been President and Chief Executive Officer of The Cutler
Corporation, a holding company for various private businesses since 1980. Mr.
Cutler also serves as an officer or a director of a number of private
corporations including Rol-Away Truck Mfg. Co. and R & K Industrial Products.

   Donald J. Ekman became a director of the Company in July 1993, became Vice
President and General Counsel in March 1994 and was appointed a Senior Vice
President in May 1996.  Mr. Ekman was a partner in Ekman & Bowersox from
January 1992 until March 1994, and from August 1990 until December 1991 he
practiced law with Foster Pepper & Shefelman.

   S. Douglas Glendenning became a director of the Company in December 2000.
Mr. Glendenning is the owner of SDG Investments, a private holding company with
investments in restaurants, real estate, lending and publicly traded
securities. Mr. Glendenning served as a Director, Chief Operating Officer and
President of Lone Star Steakhouse & Saloon Inc. from January 1991 until April
1996. From 1980 until 1991, Mr. Glendenning served in various capacities at
Coulter Enterprises, Inc., a large Pizza Hut franchisee. The majority of his
tenure there was as Senior Vice President of Operations.

   William P. Zebe became a director of the Company in July 1998.  Mr. Zebe is
the President and principal shareholder of Bardo Equities LLC, a real estate
development company.  Mr. Zebe joined the Company as National Vice President of
Real Estate in May 1994 and served as Senior Vice President of Development from
January 1996 to June 1998.  Mr. Zebe previously worked from June 1993 to April
1994 as the Real Estate Manager for the Western Zone for Blockbuster Video,
Blockbuster Music and Blockbuster franchisee-owned Discovery Zone.  From 1992
to May 1993 Mr. Zebe was a Real Estate Representative for Blockbuster.

   David G. Martin was appointed Executive Vice President and Chief Financial
Officer in February 1999. From 1996 until he joined the Company, Mr. Martin
worked for NationsBanc Montgomery Securities LLC, most recently as a Managing
Director of high yield finance specializing in retail and consumer products.
From 1991 to 1996, he was a Vice President of high yield finance and merchant
banking at Nomura Securities International, Inc. Prior to 1991, Mr. Martin was
an investment banker with Salomon Brothers, Inc, specializing in mergers and
acquisitions.

   Scott R. Schultze became Chief Administrative Officer of the Company in July
2000. From 1988 until Mr. Schultze joined the Company, he served as Executive
Vice President and Chief Financial Officer for The Limited Stores, a division
of the Limited Inc.  From 1986 to 1988, Mr. Schultze held the position of Vice
President/Controller for The May Company California and from 1977 to 1986, he
held numerous positions at Meier and Frank, a division of May Company, his last
assignment being Vice President of Finance.

   F. Bruce Giesbrecht was named Senior Vice President of Product Management in
January 1996, became Senior Vice President of Strategic Planning in January
1998, and Executive Vice President of Business Development in March 2000.  He
joined the Company in May 1993 as Vice President of Corporate Information
Systems and Chief Information Officer. Mr. Giesbrecht was a founder of RamSoft,
Inc., a software development company specializing in management systems for the
video industry, and served as its President.

   Roger J. Osborne was named Senior Vice President of Operations in January
1999 and became Executive Vice President of Operations in October 2000.  Prior
to being named Senior Vice President of Operations, he was the Executive Vice
President of J. Baker, Corporation, an apparel and footwear retailer, and
President of its Work `N Gear Division since June 1997.  Before joining J.
Baker Corporation, Mr. Osborne was Senior Vice President and Zone Director for
Mid-West and East coast markets for the Company from November 1996 until May of
1997. From January 1995 to November 1996, he served as the Senior Vice
President of J. Baker, Inc. and Director of its licensed shoe department
business.  From 1988 until January 1995, Mr. Osborne was employed as Senior
Vice President and Director of Store Operations for Pic `n Pay Stores, Inc., a
chain of discount footwear stores. Prior to his employment as Senior Vice
President for Pic 'n Pay Stores Mr. Osborne spent 14 years with May Company's
Payless Shoesource Division in a number of different capacities throughout the
United States with his last position being, Division Operating Manager for
their 600 store Chicago Office.



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than 10% of the Common
Stock to file reports of ownership and changes in ownership with the SEC.
Executive officers, directors and beneficial owners of more than 10% of the
Common Stock are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.  Based solely on a review of the copies
of such forms received by the Company and on written representations from
certain reporting persons that they have complied with the relevant filing
requirements, the Company believes that all Section 16(a) filing requirements
applicable to its executive officers and directors have been complied with,
except that Roger G. Osborne filed an Initial Statement of Beneficial Ownership
of Securities late.


Item 11.  Executive Compensation

EXECUTIVE COMPENSATION

Summary Compensation Table

   The following table sets forth information as to the compensation paid or
accrued in the last three years to the Chief Executive Officer, each of the
four other most highly compensated executive officers for the year ended
December 31, 2000 and two departed executive officers of the Company.

                                                                   Securities
                                          Annual                   Underlying
Name and Principal Position     Year      Salary        Bonus       Options
----------------------------  --------  ----------   -----------   ----------
Mark J. Wattles               1998(1)   $ 27,592.00                  500,000
  Chairman of the Board and   1999(2)   $      0.00                  500,000
  Chief Executive Officer     2000(3)   $433,237.00                        0

Jeffrey B. Yapp(4)            1998(5)   $514,583.00                  527,500
  President and Chief         1999(6)   $614,751.00                  175,000
  Operating Officer           2000      $570,652.80  $500,587.62     175,000

Mark A. Perkins(7)            1998      $153,643.56  $ 38,050.41      36,000
  Senior Vice President       1999      $187,025.81  $ 88,338.42           0
  of Development              2000      $250,000.08  $ 88,044.63      12,000

Eric O. English               1999(8)   $ 63,717.93                        0
  Senior Vice President,      2000      $217,708.31  $ 84,033.42      60,000
  General Counsel and
  Secretary

F. Bruce Giesbrecht           1998      $211,014.28  $  8,354.72      60,000
  Executive Vice President    1999      $185,672.22  $ 94,833.42           0
  of Business Development     2000      $236,249.92  $103,742.20     132,000

David G. Martin               1999(9)   $294,438.00                  200,000
  Chief Financial Officer     2000(10)  $400,000.08  $ 16,246.95     200,000

J. Patrick O'Malley           1998      $152,102.77  $ 50,000.00      20,000
  Senior Vice President       1999      $200,920.10  $ 69,300.00           0
  of Information Systems      2000      $251,929.83  $ 78,333.42           0


(1)   Annual salary excludes a loan from the Company received by Mr. Wattles on
      September 11, 1998 in the amount of $2 million, which was repaid in full
      to the Company on December 7, 1998 together with interest in the amount
      of $36,809.
(2)   Annual salary excludes loans from the Company during 1999 to Mr. Wattles
      in the amount of $2,325,000.
(3)   Annual salary excludes a loan from the Company in the amount of
      $15,000,000 that was subsequently written off by the Company.  See
     "Employment Arrangements" for more information.
(4)   Annual salary excludes a loan from the Company to Mr. Yapp in connection
      with his relocation in the amount of $500,000.  The loan is non-interest
      bearing pursuant to provisions of Internal Revenue Code Regulation
      Section 1.7872-5T.  Annual salary also excludes moving and relocation
      expenses in the amount of $53,924 for Mr. Yapp.
(5)   Annual salary excludes a loan from the Company to Mr. Yapp in connection
      with his relocation in the amount of $375,000.  The loan is non-interest
      bearing pursuant to provisions of Internal Revenue Code Regulation
      Section 1.7872-5T.  Annual salary also excludes moving and relocation
      expenses in the amount of $113,422 for Mr. Yapp.
(6)   Annual salary excludes loans from the Company during 1999 to Mr. Yapp in
      the amount of $143,833.
(7)   Mr. Perkins' employment with the Company ended effective September 20,
      2000.  All of his options have expired.  For more information, see
     "Employment Arrangements."
(8)   Mr. English joined the Company in 1999.
(9)   Mr. Martin joined the Company in 1999.
(10)  Annual salary excludes $113,037.40 in relocation expenses paid by the
      Company.

Employment Arrangements

   Effective February 3, 2001, the Board of Directors adopted a Change of
Control Plan for Senior Management.  Under this plan, upon a change in control
of the Company, the rights to exercise fifty percent of the unexercisable stock
options held by Senior Vice Presidents and all of the unexercisable stock
options held by Executive Vice Presidents, the President and the Chief
Executive Officer will vest.  In addition, all outstanding Company loans to
Executive Vice Presidents, the President and the Chief Executive Officer will
be forgiven at that time.  If the employment of any Senior Vice President or
Executive Vice President, the President or Chief Executive Officer is
terminated for any reason except for cause or if one of these officers quits
for a good reason (including a relocation greater than 25 miles, a reduction in
salary, or a substantial change in the nature or status of the officer's
responsibilities) within two years after the change in control, that officer
will receive two years of base pay together with bonus and medical premiums as
severance payments.

   Jeffrey Yapp resigned from his position as the Company's President and Chief
Operating Officer effective October 24, 2000.  In connection with his
resignation, Mr. Yapp and the Company entered into a Separation and Severance
Agreement.  Under this agreement, the Company agreed to continue to pay Mr.
Yapp's salary and to provide health insurance coverage for six to eighteen
months from the effective date of his resignation, depending upon whether he
obtains new employment.  Mr. Yapp retains an option to purchase 25,000 shares
of the Company's Common Stock, subject to the conditions described below, while
all of his other stock options were cancelled as of October 24, 2000.  Mr. Yapp
has until November 1, 2001 to exercise the option for 25,000 shares at an
exercise price of $6.6875 per share.  Proceeds from the exercise of the option
to purchase the underlying Common Stock and subsequent sale of those shares
will be paid for tax withholdings and other tax payments first and then to the
payment of loans from the Company.  Mr. Yapp will receive any remaining amount.
If the proceeds from the sales of the stock underlying Mr. Yapp's options are
insufficient to repay the loans or the options are not exercised prior to their
expiration on November 1, 2001, the outstanding loans payable to the Company,
which at October 24, 2000 had an outstanding principal balance of $920,000 plus
accrued interest, will be forgiven in their entirety.

   Effective January 25, 2001, the Compensation Committee of the Board of
Directors unanimously approved a three-year employment agreement between the
Company and Mark J. Wattles.  In exchange for serving as the Chief Executive
Officer and President of the Company, Mr. Wattles will receive an annual salary
of $975,000, a one-time grant of 3 million shares of Common Stock under the
Company's 1993 Stock Incentive Plan and an option to acquire 3 million shares
of the Company's Common Stock under the 2001 Stock Incentive Plan.

   Mark A. Perkins' employment as the Company's Senior Vice President of
Development ended effective September 20, 2000.  Mr. Perkins will receive
severance payments equal to his salary for a period of 6 months after his
employment has ended.

   In May 2000, the Board of Directors approved a five-year $15 million loan to
Mr. Wattles (with a secondary security interest in the Company's Common Stock
that he owned), which bore interest at an annual rate equal to the greater of
ten percent or the minimum rate required under the Internal Revenue Code and
regulations to avoid imputed interest on loans to affiliated persons.  In
December 2000, the Board of Directors determined that the loan was
uncollectable and directed the Company to write off the loan.

Directors' Compensation

   Directors who are not officers have each received options to purchase 90,000
shares of the Company's Common Stock plus reimbursement for reasonable expenses
incurred in attending meetings for serving on the Board of Directors.  The
options become exercisable for 50% of the shares on each of May 1, 2001 and May
1, 2002.

Stock Option Grants in Last Fiscal Year

   The following tables provide information regarding all stock options granted
in 2000 to the executive officers named in the Summary Compensation Table:


                                      Individual Grants
                    ------------------------------------------------------
                                     Percent of
                       Numbers        Options
                      of Shares      Granted to   Exercise
                     Underlying      Employees      Price
                      Options        in Fiscal    per Share     Expiration
Name                Granted(#)(1)       Year      ($/share)        Date
-----------------   -------------     --------    ----------    ----------

Mark J. Wattles                 0            0        N/A           N/A

Jeffrey B. Yapp(3)        175,000         6.97     $6.6875       03/17/09

Mark A. Perkins(4)         12,000         0.48     $6.6875       03/17/09

Eric O. English            60,000         2.39     $6.6875       03/17/09

F. Bruce Giesbrecht       115,000         4.58     $6.6875       03/17/09
                           17,000         0.68     $6.6875       06/14/09

David G. Martin           200,000         7.96     $6.6875       03/17/09

J. Patrick O'Malley             0            0         N/A            N/A


                                    Potential Realizable Value at
                                 Assumed Annual Rates of Stock Price
                                   Appreciation for Option Term (2)
                                 ------------------------------------
                                        5%                   10%
                                 --------------       ---------------

Mark J. Wattles                  $        0.00        $          0.00

Jeffrey B. Yapp(3)               $   645,226.30       $  1,589,223.16

Mark A. Perkins(4)               $    44,244.09       $    108,975.30

Eric O. English                  $   221,220.45       $    544,876.51

F. Bruce Giesbrecht              $   424,005.86       $  1,044,346.65
                                 $    62,679.13       $    154,381.68

David G. Martin                  $   737,401.49       $  1,816,255.04

J. Patrick O'Malley              $         0.00       $          0.00


(1)   The options for all of the named officers except Yapp become exercisable
      ratably over a period of five years on each anniversary of the grant
      date.
(2)   In accordance with rules of the Securities and Exchange Commission,
      these amounts are the hypothetical gains or "option spreads" that would
      exist for the respective options based on assumed rates of annual
      compound stock price appreciation of 5 percent and 10 percent from the
      date the options were granted over the full option term.
(3)   Mr. Yapp resigned from his positions as President and Chief Operating
      Officer effective October 24, 2000.  Pursuant to the terms of the
      Separation and Severance Agreement, dated as of October 24, 2000,
      Mr. Yapp retains the right to exercise options to purchase 25,000 shares
      at an exercise price of $6.6875 per share until November 1, 2001.  All
      other options held by Mr. Yapp, were forfeited effective October 24,
      2000. For more information, see "Employment Arrangements."
(4)   Mr. Perkins' employment with the Company ended effective
      September 20, 2000. All of his options have expired.  For more
      information, see "Employment Arrangements."


Aggregated Option Exercises in 2000 and December 31, 2000 Option Values

The following table indicates for all executive officers named in the
Summary Compensation Table (i) stock options exercised during 2000, including
the value realized on the date of exercise, (ii) the number of shares subject
to exercisable and unexercisable stock options as of December 31, 2000, and
(iii) the value of "in-the-money" options, which represents the positive spread
between the exercise price of existing stock options and the year-end price of
the Common Stock:
                                           Number of
                                      Shares Underlying         Value of
                                          Unexercised          Unexercised
                Number of                   Options        In-the-Money Options
                 Shares	                at Fiscal Year End   at Fiscal Year End
               Acquired        Value      (Exercisable/         (Exercisable/
              on Exercise(#) Realized($)  Unexercisable)   Unexercisable)($)(1)
              -------------  ----------  ----------------  --------------------
Mark J. Wattles           0      0     620,000(exercisable)    0(exercisable)
                                       900,000(unexercisable)  0(unexercisable)

Jeffrey B. Yapp(2)        0      0      25,000(exercisable)    0(exercisable)
                                             0(unexercisable)  0(unexercisable)

Mark A. Perkins(3)        0      0           0(exercisable)    0(exercisable)
                                             0(unexercisable)  0(unexercisable)

Eric O. English           0      0           0(exercisable)    0(exercisable)
                                        60,000(unexercisable)  0(unexercisable)

F. Bruce Giesbrecht       0      0      24,000(exercisable)    0(exercisable)
                                       168,000(unexercisable)  0(unexercisable)

David G. Martin           0      0      80,000(exercisable)    0(exercisable)
                                       400,000(unexercisable)  0(unexercisable)

J. Patrick O'Malley       0      0      31,333(exercisable)    0(exercisable)
                                             0(unexercisable)  0(unexercisable)


(1)   Based on the last sale price of $1.09375 on December 29, 2000.
(2)   Mr. Yapp resigned from his positions as President and Chief Operating
      Officer effective October 24, 2000. Pursuant to the terms of the
      Separation and Severance Agreement, dated as of October 24, 2000,
      Mr. Yapp retains the right to exercise 25,000 vested options at an
      exercise price of $6.6875 per share until November 1, 2001.  All other
      options previously granted, vested and unvested, were immediately
      forfeited pursuant to the agreement.  For more information, see
     "Employment Arrangements."
(3)   Mr. Perkins' employment with the Company ended effective
      September 20, 2000. All of his options have expired.  For more
      information, see "Employment Arrangements."

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

   Scott Beck and William P. Zebe were members of the Compensation Committee
during 2000.  Mr. Beck resigned from the Board of Directors on August 6, 2000.
On December 8, 2000, Douglas Glendenning and James N. Cutler, Jr. were elected
by the Board of Directors to the Compensation Committee and Stock Option
Committee.  No committee member participates in committee deliberations or
recommendations relating to his own compensation.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

   The following table sets forth certain information regarding the beneficial
ownership as of December 31, 2000 by (i) the Chief Executive Officer, (ii) each
of the other four most highly compensated executive officers and two departed
executive officers of the Company, (iii) each of the directors, (iv) each
person known by the Company to own beneficially more than 5 percent of the
outstanding shares of Common Stock, and (v) all of the named executive officers
and directors as a group.  Except as otherwise noted, the persons listed below
have sole investment and voting power with respect to the Common Stock owned by
them.

                                  No. of Shares     Percentage
Name                           Beneficially Owned    of Shares
---------------------------      ----------------   ----------

Mark J. Wattles (1) (2)             1,807,400 (3)       3.91%

Jeffrey B. Yapp (1) (4)                26,500 (3)          *

Mark A. Perkins (5)                       250              *

Eric O. English (1)                         0              *

F. Bruce Giesbrecht (1)                24,000 (3)          *

David G. Martin (1)                   105,000 (3)          *

J. Patrick O'Malley (1)                31,333 (3)          *

James N. Cutler, Jr. (1) (6)                0              *

Donald J. Ekman (1)                   127,800 (3)          *

Douglas Glendenning (1)(7)             20,000              *

William P. Zebe (1)                    89,000 (3)          *

Par Investment Partners, L.P.       5,288,500 (8)(9)   11.43%
82 Devonshire St.
Boston, MA  02109

CMGI, Inc.                          3,563,109 (8)       7.70%
82 Devonshire St.
Boston, MA  02109

Legg Mason, Inc.                    2,699,600 (8)       5.84%
111 South Calvert Street
Baltimore, MD 21202

All directors and executive officers
as a group (9 persons)	             2,180,783 (3)       4.71%

* Less than 1%.

(1)   Address of beneficial holder is 9275 S.W. Peyton Lane, Wilsonville,
      Oregon  97070.
(2)   For additional information, see "Employment Arrangements."
(3)   Includes the following shares that may by acquired within 60 days after
      December 31, 2000 pursuant to the exercise of options:  Mr. Wattles,
      820,000 shares; Mr. Yapp, 25,000 shares; Mr. Giesbrecht, 24,000 shares;
      Mr. Martin, 80,000 shares; Mr. O'Malley, 31,333 shares; Mr. Ekman,
      109,000 shares; Mr. Zebe, 89,000 shares; and all directors and executive
      officers as a group, 1,153,333 shares.
(4)   Mr. Yapp resigned from his positions as President and Chief Operating
      Officer effective October 24, 2000.  In connection with his resignation,
      Mr. Yapp entered into a Separation and Severance Agreement, dated as of
      October 24, 2000, that, among other things, gives him until November 1,
      2001 to exercise 25,000 options.  All other options held by Mr. Yapp were
      cancelled effective October 24, 2000.  For more information, see
     "Employment Arrangements."
(5)   Mr. Perkins' employment ended with the Company effective September 20,
      2000.  All of his options have expired pursuant to the terms of the
      applicable option agreements.  For more information, see "Employment
      Arrangements."
(6)   Mr. Cutler was elected to the Board of Directors on October 30, 2000.
(7)   Mr. Glendenning was elected to the Board of Directors on December 15,
      2000.
(8)   Based solely on information provided in a Schedule 13G filed by the
      shareholder.
(9)   According to a Form 13G filed by CMGI, Inc., CMGI, Inc. holds
      2,327,934 shares directly, and may be attributed with the beneficial
      ownership of 20,297 shares held by CMG@Ventures, Inc. and
      1,214,878 shares held by CMG@Ventures Capital Corp.  CMGI, Inc. is the
      sole stockholder of both CMG@Ventures, Inc. and CMG@Ventures Capital
      Corp.  CMGI, Inc. disclaims beneficial ownership of the shares held by it
      indirectly except to the extent of its proportionate pecuniary interest
      therein.


Item 13.  Certain Relationships and Related Transactions

Information required by this Item 13 is included in Item 11 under the caption
"Employment Arrangements."