UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                   FORM 10-K/A

                                 AMENDMENT NO. 1


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

For the fiscal year ended      December 31, 1996
                          ----------------------------

                                       OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OR 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.)

25600 SW Parkway Center Drive 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:

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

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

     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  
                                              ---     ---
<PAGE>
     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 14, 1997, the registrant had 36,560,596 outstanding shares of
Common Stock, and on such date, the aggregate market value of the shares of
Common Stock held was $927,725,123 based upon the last sale price reported for
such date on the Nasdaq National Market.

                       DOCUMENTS INCORPORATED BY REFERENCE

Part III - Portions of registrant's Proxy Statement which is anticipated to be
filed within 120 days after the end of the registrant's fiscal year ended
December 31, 1996
<PAGE>
                       Hollywood Entertainment Corporation

                           Annual Report on Form 10-K

                          Year Ended December 31, 1996


Item                                                                        Page
----                                                                        ----

Item 4(a).  Directors, Executive Officers and Key Employees
            of the Registrant...............................................  1

Signatures..................................................................  5
<PAGE>
                                     PART I

Item 4(a).  Directors, Executive Officers and Key Employees
            of the Registrant.

     The following table sets forth information with respect to the Company's
directors, executive officers and key employees as of the date of this document.

<TABLE>
<CAPTION>
Name                           Age      Positions with the Company
----                           ---      --------------------------
<S>                            <C>      <C>
Mark J. Wattles (1)            36       Chairman of the Board, President and
                                        Chief Executive Officer

F. Mark  Wolfinger (1)         41       Chief Financial Officer

James N. Cutler, Jr.           45       Director

Donald J. Ekman (1)            44       Senior Vice President, General Counsel,
                                        Secretary and Director

Max G. Fratto (1)              53       Executive Vice President of Store
                                        Operations

Richard A. Galanti             41       Director

James O. George (1)            49       Executive Vice President of Product and
                                        Marketing

F. Bruce Giesbrecht            36       Senior Vice President of Product
                                        Management

Douglas A. Gordon              29       Senior Vice President of Finance

Glen E. Hahn                   44       Senior Vice President of Operations

John R. Hnanicek               32       Senior Vice President of Information
                                        Systems

Dale A. Naftzger               51       Senior Vice President of Operations
                                        (Western Zone)

Roger J. Osbourne              44       Senior Vice President of Operations
                                        (Northeast Zone)

William M. Spae                44       Senior Vice President of Operations
                                        (Southern Zone)

William P. Zebe                38       Senior Vice President of Development

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

(1) Executive Officers
</TABLE>

     Mark J. Wattles founded the Company in June 1988 and has served as Chairman
of the Board, President and Chief Executive Officer since that time. In May 1986
Mr. Wattles founded Convenience Video Movies, Inc., a videocassette distributor
that operated video rental centers in approximately 300 convenience stores
throughout the country, and served as its Chief Executive Officer until November
1987. Mr. Wattles founded Downtown Video, a two-store video rental company, in
1985 and served as its general manager until 1986.


                                       1
<PAGE>
     F. Mark Wolfinger became Chief Financial Officer of the Company in January
1997. Mr. Wolfinger joined the Company from Metromedia Restaurant Group, which
owns, operates and franchises multiple nationwide restaurant chains. Prior to
joining Metromedia as Chief Financial Officer, Mr. Wolfinger was with Grand
Metropolitan, PLC where he served in various capacities, including Chief
Financial Officer of Pearle Vision, Vice President and Group Controller of Grand
Met and Vice President for Burger King.

     James N. Cutler, Jr. became a director of the Company in July 1993. Since
1980 Mr. Cutler has been President and Chief Executive Officer of The Cutler
Corporation, a holding company for various private businesses, and, since 1982,
he has been a director of Arrow Transportation Company of Delaware, a trucking
company. Mr. Cutler also serves as an officer or a director of a number of other
private corporations.

     Donald J. Ekman became a director of the Company in July 1993 and became
Vice President and General Counsel in March 1994. 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.

     Max G. Fratto joined the Company as Executive Vice President of Store
Operations in May 1994. From 1991 to 1994 Mr. Fratto was a partner in Wallpaper
Warehouse of Idaho, a small retail chain. From 1986 to 1991 he served as Vice
President of W.N.S., Inc., a retail holding company, where he was responsible
for the Wallpapers to Go division. Prior to his employment with W.N.S., Mr.
Fratto was Vice President of Store Operations for several General Mills, Inc.
specialty retailing companies.

     Richard A. Galanti became a director of the Company in April 1996. Mr.
Galanti has been a director of Costco Companies, Inc. since January 1995 and
Executive Vice President - Finance and Chief Financial Officer of Costco
Companies, Inc. since October 1993. From January 1985 to October 1993, Mr.
Galanti was Senior Vice President, Chief Financial Officer and Treasurer of
Costco Wholesale Corporation, which he joined in March 1984 as Vice President -
Finance. From 1978 to February 1984, Mr. Galanti was an investment banker with
Donaldson, Lufkin & Jenrette Securities Corporation. In March 1995 Mr. Galanti
settled an action brought by the Securities and Exchange Commission ("SEC")
alleging a five-year-old violation of the Securities Exchange Act of 1934 and
Rule 10b-5 thereunder that was unrelated to Mr. Galanti's positions with Costco
Companies, Inc. or Costco Wholesale Corporation. Without admitting or denying
the allegations of the SEC's complaint, Mr. Galanti agreed to pay $64,408 and
entered into an order requiring him to comply with the relevant sections of the
federal securities laws and rules.

     James O. George joined the Company in October 1995 as Executive Vice
President of Product and Marketing. Previously, Mr. George was employed by
Blockbuster Entertainment for eight years. Most recently, Mr. George served as
Zone Vice President, where he managed the operations of over 450 Blockbuster
stores.

         F. Bruce Giesbrecht was named Senior Vice President - Product
Management in January 1996 and joined the Company in May 1993 as Vice President
of Corporate


                                       2
<PAGE>
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.

     Douglas A. Gordon was named Senior Vice President - Finance in November
1995 and joined the Company as Vice President of Strategic Analysis and
Forecasting in May 1995. From September 1991 to May 1995, Mr. Gordon worked for
Montgomery Securities as a Vice President and senior analyst covering the
entertainment and retail industries.

     Glen E. Hahn joined the Company in April 1996 as Senior Vice President of
Operations (Central Zone). From 1993 to 1996 Mr. Hahn was Senior Vice President
- Director of Stores for Fayva/Parade of Shoes (a specialty retail footwear
division of J. Baker), overseeing approximately 400 stores. From 1979 to 1993
Mr. Hahn worked for Payless Shoesource (a division of May Department Stores) in
various capacities. From 1987 to 1993 Mr. Hahn worked as Division Operations
Manager for Payless Shoesource, overseeing the development of nearly 200 new
stores during this period and the overall operations of approximately 580
specialty retail footwear stores at the time of his departure.

     John R. Hnanicek joined the Company in October 1996 as Senior Vice
President of Information Systems. From March 1996 to October 1996 Mr. Hnanicek
was Chief Information Officer for HomePlace, a privately owned home furnishings
speciality retailer, operating 37 stores at the time of his departure. From July
1995 to February 1996 Mr. Hnanicek was Chief Information Officer for
Communicate! Powerstores, Inc., a start-up communications superstore. From 1990
to 1995, Mr. Hnanicek worked for OfficeMax, Inc., in various capacities,
including most recently as Senior Vice President - Information Systems and
Logistics.

     Dale A. Naftzger joined the Company in April 1996 as Senior Vice President
of Operations (Western Zone). From May 1995 to November 1995, Mr. Naftzger was
Chief Operating Officer of Caribou Coffee Company, a privately owned speciality
coffee retailer with approximately 40 company-owned units. From 1994 to 1995 Mr.
Naftzger was President and Chief Executive Officer of Chop Chop Chinese to You,
a venture capital financed Chinese food delivery business, operating 40 units
and three distribution centers at the time of his departure. From 1992 to 1994
Mr. Naftzger was Senior Vice President Operations for Checkers Drive-In
Restaurants, overseeing all 248 company-owned and 200 franchised units. From
1987 to 1992 Mr. Naftzger worked for Taco Bell Corporation as Zone Vice
President, overseeing the development of approximately 100 new units and the
overall operations of approximately 350 units. From 1980 to 1987 Mr. Naftzger
worked for Wendy's International, Inc. in various capacities, including as Zone
Vice President-Operations, overseeing more than 500 company-owned and 400
franchised units at the time of his departure.

     Roger J. Osbourne joined the Company in December 1996 as Senior Vice
President of Operations (Northeast Zone). From January 1995 to December 1996,
Mr. Osbourne was Senior Vice President/Director of Stores for J. Baker, Inc.,
overseeing approximately 1,100 stores. From October 1988 to January 1995, Mr.
Osbourne was Senior Vice


                                       3
<PAGE>
President/Director of Stores for Pic 'n Pay Stores, Inc., a subsidiary of Bata
Shoe Company, where he was responsible for approximately 1,000 stores.

     William M. Spae joined the Company in July 1996 as Senior Vice President of
Operations (Southern Zone). From 1991 to June 1996 Mr. Spae worked for Wendy's
International as Divisional Vice President, overseeing the development of
approximately 130 new units during this period and the overall operations of
more than 100 company-owned and 150 franchised units at the time of his
departure. From 1987 to 1991 Mr. Spae was a Zone Vice President for Taco Bell
Corporation, overseeing more than 160 company-owned and approximately 100
franchised units.

     William P. Zebe was named Senior Vice President - Development in January
1996 and joined the Company as National Vice President of Real Estate in May
1994. 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.


                                       4
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, as of May 13, 1997.


                                       Hollywood Entertainment Corporation


                                       By: FORREST MARK WOLFINGER
                                           -------------------------------------
                                           Forrest Mark Wolfinger
                                           Chief Financial Officer