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                                                                 EXHIBIT 99.6
                          HASTINGS ENTERTAINMENT, INC.
                               STOCK OPTION PLAN
                             FOR OUTSIDE DIRECTORS

         1.  Purpose.  The purpose of this Stock Option Plan for Outside
Directors (the "Program") is to enable Hastings Entertainment, Inc.
("Hastings") to attract and retain persons of outstanding competence to serve
on its Board of Directors and strengthen the link between the Directors and
Hastings stockholders by paying such persons a portion of their compensation in
Hastings common stock and options to purchase such stock (collectively, the
"Awards").

         2.  Definitions.

         (a)  The terms "Outside Directors" or "Participant" mean a member of
the Board of Directors of Hastings who is not an employee (within the meaning
of the Employee Retirement Income Security Act of 1974) of Hastings or any of
its subsidiaries.  A Director of Hastings which is also an employee of Hastings
or any of its subsidiaries shall become eligible to participate in the Program
and shall be entitled to receive Awards hereunder upon the termination of such
employment.

         (b)  The term "Service" shall mean service as an Outside Director.

         (c)  The term "Disability" means a permanent and total disability as
defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

         (d)  The term "Retirement" shall mean normal retirement as an Outside
Director under the policy adopted by Hastings.

         (e)  The term "Committee" shall mean the Administrative Committee
established pursuant to Section 10 hereof.

         (f)  The term "Fair Market Value" (i) if the stock is publicly traded,
shall be the average of the high and low sale price for Hastings common stock
on the date in question (or the most recent date prior thereto that sales take
place), or (ii) if Hastings common stock is not publicly traded on a national
market on the date in question, the price as determined in the most recent
valuation prepared for the Company's ASOP.

         3.  Eligibility.  All Outside Directors of Hastings shall be eligible
to receive Awards hereunder.

         4.  Shares Subject to the Program.  Subject to adjustment in
accordance with Section 9 hereof, the total number of common stock which may be
granted as Options, as defined herein, under the Program is 20,000 shares
("Shares").  The Shares shall be either previously authorized and unissued
shares or treasury shares.  Any Shares subject to the unexercised portion of
any Option granted under the Program which expires or terminates without being
exercised shall again be available for Awards under the Program.
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         5.  Stock Option Awards.

         (a)  Annual Grants.  Subject to the maximum number of Shares available
under the Program, each Outside Director shall automatically receive on June 1,
1997, an Option to purchase 500 Shares ("Initial Option").  Subject to the
maximum number of Shares available under the Program, Outside Directors who are
elected or appointed to the Board of Directors after such date shall
automatically receive an Initial Option to purchase 500 Shares on the date of
such Outside Director's initial election or appointment to the Board of
Directors.  Commencing with the first anniversary of the grant of an Initial
Option to an Outside Director and annually thereafter, each such Outside
Director shall automatically receive an additional Option to purchase 500
Shares ("Annual Option") (Initial Options and Annual Options are referred to as
"Options").

         (i)  Option Terms.  Each Option and the issuance of Shares thereunder
shall be subject to the following terms:

                 (A)  Option Agreement.  Each Option shall be evidenced by an
option agreement ("Agreement") duly executed on behalf of Hastings.  Each
Agreement shall comply with and be subject to the terms and conditions of the
Program.  Any Agreement may contain such other terms, provisions and conditions
not inconsistent with the Program as may be determined by the Committee.

                 (B)  Option Exercise Price.  The Option exercise price shall
be the Fair Market Value of the Shares subject to the Option on the date of
grant thereof.

         (ii)  Exercisability; Vesting.  Subject to paragraph (iv) immediately
below and Sections 8 and 9 hereof, each Option shall become exercisable with
respect to 100 of the Shares subject thereto on each of the first, second,
third, fourth and fifth anniversaries of the date of grant of the Initial
Option, provided that the Participant optionee ("Optionee") has continued to
serve as an Outside Director until such anniversary date.  Upon the date an
Optionee ceases to be an Outside Director for any reason, all unvested portion
of any Option shall immediately become vested.  (The exercise date of each
Initial and Annual Option is referred to as the "Exercise Date").  No portion
of an Option shall be deemed vested until its Exercise Date.

         (iii)  Time and Manner of Exercise of Option.

                 (a)  From and after its Exercise Date, an Option may be
exercised in whole or in part at any time and from time to time; provided,
however, that only whole Shares will be issued pursuant to the exercise of any
Option.

                 (b)  Subject to Section 6 hereof, any Option may be exercised
by giving written notice, signed by the person exercising the Option, stating
the number of Shares with respect to which the Option is being exercised with
payment to be made, in whole or in part in (i) cash or (ii) shares of Hastings
common stock at their Fair Market Value.  The notice of exercise shall be
irrevocable.  The Committee may provide for other methods of payment, including
through broker-assisted same day transactions.
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         (iv)  Terms of Options.  Each Option shall expire ten (10) years from
the date of grant, but shall be subject to earlier expiration under the
following circumstances:

                 (A)  In the event that an Optionee ceases to be an Outside
Director for any reason other than the Optionee's death or resignation from the
Board due to a Disability, Retirement, a Merger of Consolidation event (as
provided in Section 9 (a)), or a "Change in Control" (as hereinafter defined),
the Options granted to such Optionee shall automatically expire nine (9) months
following the date such Optionee ceases to be an Outside Director.

                 (B)  In the event of an Optionee's death, Disability or
Retirement, a Merger or Consolidation event (as provided in Section 9 (a)) or a
"Change in Control" (as hereinafter defined), all Options granted to such
Optionee shall immediately vest and become exercisable and shall then expire
three (3) years thereafter.  After the date of the Optionee's death,  the
Options held by such optionee may be exercised by the Optionee's legal
representatives or the estate, by any person or persons whom the optionee shall
have designated in writing on forms prescribed by and filed with Hastings or,
if no such designation has been made, by the person or persons to whom the
Optionee's rights have passed by will or the laws of descent and distribution.

         (b) Transferability.  During an Optionee's lifetime, an Option may be
exercised only by the Optionee or the Optionee's legal representative.  Options
granted under the Program and the rights and privileges conferred thereby shall
not be subject to execution, attachment or similar process and may not be
transferred, assigned, pledged or hypothecated in any manner (whether by
operation of law or otherwise) other than by will or the laws of descent and
distribution or a "qualified domestic relations order" as defined in the
Internal Revenue Code of 1986 ("Code") or the Employee Retirement Income
Security Act ("ERISA") except that, to the extent permitted by applicable law
and Rule 16b-3 under Sections 16(b) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), the Committee may permit an Optionee to designate in
writing during the Optionee's lifetime a beneficiary to receive and exercise
Options in the event of the Optionee's death, as provided herein.  Any attempt
to transfer, assign, pledge, hypothecate or otherwise dispose of any Option
under the Program or of any right or privilege conferred thereby, contrary to
the provisions of the Program, or the sale or levy or any attachment or similar
process upon rights and privileges conferred hereby, shall be null and void.

         (c) Optionee's or Successor's Rights as Stockholder.  Neither an
Optionee nor an Optionee's successors in interest shall have any rights as a
stockholder of Hastings with respect to any Shares subject to an Optionee
granted to such person until such person becomes a holder of record of such
Shares.

         6.  Payment of Taxes.  If required to do so by applicable law,
Participants shall pay to Hastings, in cash, any federal, state or local taxes
of any kind required by law to be withheld with respect to any Shares which (a)
shall have vested in accordance herewith, and (b) are acquired upon the
exercise of Options on the date such Options are exercised, Hastings, to the
extent permitted or required by law, shall have the right to deduct from any
payment of any kind otherwise due to a Participant any federal, state or locate
taxes of any kind required by law to be withheld with respect to any vested
Shares or to the delivery of common stock issued
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pursuant to the exercise of Options under the Program.  Subject to Committee
approval, a Participant may elect to (i) apply a portion of fees earned in
respect of his or her Service as an Outside Director or (ii) deliver shares of
Hastings common stock to satisfy, in whole or in part, the amount of Hastings
is required to withhold for taxes in connection with a vesting of Shares or an
exercise of an Option under the Program.  Such election must be made on or
before the date the amount of tax to be withheld is determined, and if
applicable, subject to rules, regulations and interpretations of the Commission
or the Commission Staff under Section 16(b) of the Exchange Act.  Once made,
the election shall be irrevocable.  The withholding tax obligation that may be
paid by the delivery of shares may not exceed Hastings' minimum federal, state
and local withholding tax obligations in connection with Shares vested or
Options exercised.  The value of any Hastings shares to be delivered will be
based on the Market Value of such stock on the day of delivery.

         7.  Limitation As To Directorship.  Neither the Program nor the
granting of any Awards hereunder nor any other action taken pursuant to the
Program shall constitute or be evidence of any agreement or understanding,
express or implied, that a Participant has a right to continue as a Director
for any period of time.

         8.  Recapitalizations.  If as a result of stock dividend, stock split,
recapitalization (or other adjustment in the stated capital of Hastings), or as
the result of a merger, consolidation, or other reorganization, the common
stock of Hastings is increased, reduced, or otherwise changed, the aggregate
number of Shares for which Options may be granted, the number of Shares covered
by each grant and each outstanding Option and exercise price per Share shall be
appropriately adjusted, and if by virtue thereof a Participant shall be
entitled to new or additional or different Options, such options to which the
Participant shall be entitled shall be subject to the same terms, conditions,
and restrictions herein contained relating to the original date and terms and
conditions governing Options.

         9.  Acceleration Of Vesting of Stock Options.

         (a)  Merger or Consolidation.  Subject to the provisions of Section
5(a)(iv) hereof, in the event of a dissolution or a liquidation of Hastings or
a merger or consolidation of Hastings in which Hastings is not the surviving
corporation, any unexercised Options granted prior to the date of such
dissolution, liquidation, merger or consolidation shall automatically become
vested and exercisable, respectively, immediately prior to such date.

         (b)  Change in Control.  Subject to the provisions of Section 5(a)(iv)
hereof, in the event of a Change in Control of Hastings, as hereinafter
defined, any unexercised Options granted prior to the date of such event shall
automatically become vested and exercisable, respectively, immediately prior to
such date; provided, however, that upon an Optionee's request, the Committee
shall provide for the purchase of any such unexercised Options for an amount of
cash equal to the amount which would have been realized if such Option were
exercised and sold on the date immediately preceding a Change in Control at the
Market Value.  The Committee may, in its discretion, include such further
provisions and limitations in any Agreement entered into with respect to an
Option as it may deem equitable and in the best interests of Hastings.
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         A "Change in Control" shall be deemed to have occurred if (a) absent
prior approval by the Board of Directors, thirty percent (30%) or more of
Hastings' outstanding securities entitled to vote in elections of Directors
shall be beneficially owned, directly or indirectly, by any person, entity or
group; or (b) individuals currently constituting the Board of Directors (or the
successors of such individuals nominated by the Board of Directors on which
such individuals or such successors constituted a majority) cease to constitute
a majority of the Board of Directors.

         (c)  Other.  Notwithstanding anything to the contrary contained in the
Program, the Committee shall have discretion to accelerate the vesting of
Options awarded to an Outside Director on such terms and conditions as the
Committee may deem appropriate in the event of extraordinary circumstances.

         10.  Administrative Committee.  The committee shall have full power an
authority to construe and administer the Program.  Any action taken under the
provisions of the Program by the Committee arising out of or in connection with
the administration, construction, or effect of the Program or any rules adopted
thereunder shall, in each case, lie within the discretion of the Committee and
shall be conclusive and binding upon Hastings and upon all Participants, and
all persons claiming under or through any of them.  The Committee shall have as
members the Chief Executive Officer of Hastings and two other officers of
Hastings designated by the Chief Executive Officer.  In the absence of such
designation, the other members of the Committee shall be the Executive Vice
President and the Chief Financial Officer of Hastings.




         11.  Approval; Effective Date.  The Program is subject to the approval
of a majority of the holders of Hastings' common stock present and entitled to
vote at a meeting of shareholders.  Subject to the receipt of such approval,
the Program shall be effective August 6, 1996.

         12.  Amendment.  The Program may be amended or repealed by the Board
of Directors of Hastings, except that any amendment which would materially
increase the benefits accruing to Participants, increase the number of Shares
which may be issued under the Program, or materially modify the requirements as
to eligibility for participation in the Program shall require the approval of a
majority of the holders of Hastings' common stock present and entitled to vote
at a meeting of shareholders, and provided further, that any such action shall
not adversely affect any Participant's rights under the Program with respect to
Awards which were made prior to such action.  In no event shall the provisions
of the Program be amended more than once every six months, other to comport
with changes in the Code, ERISA, or the rules thereunder.

         13.  Expenses Of The Program.  All costs and expenses of the adoption
and administration of the Program shall be borne by Hastings and none of such
expenses shall be charged to any Participant.

         14.  Compliance With Rule 16b-3.  It is the intention of Hastings that
the Program comply in all respects with Rule 16b-3 under Section 16(b) of the
Exchange Act and that
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Participants remain disinterested persons ("disinterested persons") for
purposes of administering other employee benefit plans of Hastings and having
such other plans be exempt from Section 16(b) of the Exchange Act.
Accordingly, if any Program provision is later found to not be in compliance
with Rule 16b-3 or if any program provision would disqualify Program
Participants from remaining disinterested persons, that provision shall be
deemed null and void, and in all events the Program shall be construed in favor
of its meeting the requirements of Rule 16b-3.