Exhibit 10.10.2

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT(the "Second Amendment") is made effective as of the 14th day of
January, 2002, betweenMOVIE GALLERY, INC., a Delaware corporation (the "Borrower"), andSOUTHTRUST
BANK, an Alabama banking corporation, as Agent (the "Agent"). Capitalized terms used herein but not defined shall have the meanings as set forth in the Credit Agreement, as
amended (as hereinafter defined).

WHEREAS, pursuant to that certain Credit Agreement dated as of June 27, 2001, among Borrower, Agent, and the other Lender Parties a
party thereto (the "Credit Agreement"), Lenders made available to Borrower, subject to the terms and conditions thereof, (i) the Revolving Loan in the initial principal amount of up to
Sixty-Five Million and 00/100 Dollars ($65,000,000.00), and (ii) the Swing Line Loan of up to Five Million and 00/100 Dollars ($5,000,000.00); and

WHEREAS, pursuant to that certain First Amendment to Credit Agreement dated as of September 25, 2001 (the "First Amendment"), the
Credit Agreement was amended in order to amend Section 8.8 of the Credit Agreement, pertaining to Hedge Agreements (the Credit Agreement, as amended by the First Amendment, hereinafter referred
to as the "Credit Agreement, as amended"); and

WHEREAS, Agent and Borrower have agreed to amend the Credit Agreement, as amended, in order to amend the definition of "Permitted
Acquisition", as hereinafter provided.

NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree that the Credit Agreement, as amended, is hereby amended as follows:

1.    The
Credit Agreement, as amended, is hereby amended by deleting the definition of "Permitted Acquisition" in its entirety,
and by substituting the following new definition in lieu thereof:



2.    The
Credit Agreement, as amended, is hereby amended by deletingExhibit "B"to the Credit Agreement, as amended, in its
entirety, and by substituting in lieu thereof theExhibit "B"attached to this Second Amendment.

3.    As
a condition to the effectiveness of this Second Amendment: (a) Borrower shall reimburse the Lender Parties for all of the Lender Parties' fees and expenses,
including, but not limited to, any and all filing fees, recording fees, and reasonable expenses and fees of the Lender Parties' legal

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counsel, incurred in connection with the preparation, amendment, modification or enforcement of this Second Amendment, the Credit Agreement, as amended, and any and all documents executed and
delivered in connection herewith or therewith; (b) Borrower shall execute and deliver to Agent all further documents and perform all other acts which Agent reasonably deems necessary or
appropriate to perfect or protect its security for the Loans; and (c) Borrower shall have delivered to Agent such other documentation, if any, as may be requested by Agent to satisfy Agent that
this Second Amendment, and all other documents and instruments executed by Borrower in connection with this Second Amendment or in furtherance hereof have each been duly authorized, executed and
delivered on behalf of Borrower, and constitute valid and binding obligations of Borrower.

4.    Borrower
represents and warrants to Agent that all representations and warranties given by Borrower in Article VII of the Credit Agreement, as amended, are true
and correct as of the date hereof, except to the extent affected by this Second Amendment. Borrower represents and warrants to Agent that Borrower is in full compliance with all of the covenants of
Borrower contained in Articles VIII, IX and X of the Credit Agreement, as amended, except to the extent affected by this Second Amendment.

5.    Except
as heretofore or herein expressly modified, or as may otherwise be inconsistent with the terms of this Second Amendment (in which case the terms and conditions of
this Second Amendment shall
govern), all terms of the Credit Agreement, as amended, and all documents and instruments executed and delivered in furtherance thereof shall be and remain in full force and effect, and the same are
hereby ratified and confirmed in all respects.

6.    The
undersigned Guarantors execute this Second Amendment to expressly evidence their assent to all the terms of the Credit Agreement, as amended, and this Second
Amendment, and to further acknowledge and agree that the Guaranty remains in full force and effect and that the "Guaranteed Obligations" under the Guaranty shall include, without limitation, all
obligations of Borrower under the Credit Agreement, as amended, and as amended by this Second Amendment.

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IN WITNESS WHEREOF, this Second Amendment has been duly executed as of the day and year first above written.

| |  | BORROWER:                  
| |  | ---------------------------
| |  | MOVIE GALLERY, INC.        
| |  |                            
| |  | By:                        
| |  | Its:                       
| |  |                            
| |  |                            
| |  | GUARANTORS:                
| |  | M.G.A., INC.               
| |  |                            
| |  | By:                        
| |  | Its:                       
| |  |                            
| |  |                            
| |  | MOVIEGALLERY.COM, INC.     
| |  |                            
| |  | By:                        
| |  | Its:                       
| |  |                            
| |  |                            
| |  | MOVIE GALLERY FINANCE, INC.
| |  |                            
| |  | By:                        
| |  | Its:                       
| |  |                            
| |  |                            
| |  | AGENT:                     
| |  | SOUTHTRUST BANK, as Agent  
| |  |                            
| |  | By:                        
| |  | Its:                       

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EXHIBIT B

COMPLIANCE CERTIFICATE

|To: |  | SouthTrust Bank
P.O. Box 2554
Birmingham, Alabama 35290
Attention: Corporate Banking Department
|--- |  | -----------------------------------------------------------------------------------------------

Reference
is made to that certain Credit Agreement dated as of June 27, 2001 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Movie
Gallery, Inc. (the "Borrower"), the Agent and the other Lender Parties (both as defined in the Credit Agreement). Terms defined in the Credit Agreement are used herein with the same meaning.

|(1) |  | Leverage Ratio          |  |  |  |  | (1)
|--- |  | ----------------------- |  |  |  |  | ---
|    |  |                         |  |  |  |  |    
|(2) |  | Interest Coverage Ratio |  |  |  |  | (2)
|    |  |                         |  |  |  |  |    
|(3) |  | Fixed Charge Coverage   |  |  |  |  | (3)
|    |  |                         |  |  |  |  |    
|(4) |  | Net Worth               |  |  |  |  | (4)
|    |  |                         |  |  |  |  |    
|(5) |  | Permitted Acquisitions  |  |  |  |  | (5)
|    |  |                         |  |  |  |  |    

Executed
this            day of                        ,
20    .

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