8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2005

Movie Gallery, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	0-24548 (Commission File Number)	63-1120122 (IRS Employer Identification Number)
900 West Main Street Dothan, Alabama (Address of principal executive offices)		36301 (Zip Code)

(334) 677-2108
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-10.1 AMENDMENT TO 2003 STOCK OPTION PLAN
EX-10.2 SUMMARY OF DIRECTOR COMPENSATION

Item 1.01. Entry into a Material Definitive Agreement

     On June 9, 2005, at the annual meeting of the stockholders of Movie Gallery, Inc. (the “Company”), the stockholders of the Company approved an amendment to the Company’s 2003 Stock Plan (the “Plan”), increasing by an additional 3,500,000 the number of shares reserved for issuance upon the exercise of awards granted under the Plan. A copy of this amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K.

     On June 9, 2005, the Board of Directors of the Company approved certain amendments to the compensation payable to non-employee members of the Company’s Board of Directors. A summary of the compensation payable to non-employee members of the Company’s Board of Directors is filed as Exhibit 10.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

10.1      Amendment to 2003 Stock Plan

10.2      Summary of Non-Employee Director Compensation

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MOVIE GALLERY, INC.
Date: June 15, 2005
	BY:	/s/ Ivy M. Jernigan
		Ivy M. Jernigan Senior Vice President, Chief Financial Officer

INDEX TO EXHIBITS

EXHIBIT NO.	DESCRIPTION
10.1	Amendment to 2003 Stock Plan
10.2	Summary of Director Compensation

EX-10.1

EXHIBIT 10.1

SECOND AMENDMENT TO THE MOVIE GALLERY, INC.
2003 STOCK PLAN

          This Second Amendment to the Movie Gallery, Inc. 2003 Stock Plan is effective as of this 10th day of June, 2005, with reference to the following facts:

          A.      The Board of Directors of Movie Gallery, Inc. (the “Company”) voted to amend the Company’s 2003 Stock Plan (the “2003 Plan”) to reserve an additional 3,500,000 shares of Company’s common stock for future grants of awards under the 2003 Plan at a duly noticed meeting of the Board of Directors held on March 17, 2005.

          B.      The stockholders of the Company duly and validly approved the amendment to the 2003 Plan to reserve an additional 3,500,000 shares of Company’s common stock for future grants of awards under the 2003 Plan at the Annual Meeting of Stockholders of the Company held on June 9, 2005 in Atlanta, Georgia.

     Effective as of the date hereof, the 2003 Plan is hereby amended as follows:

     1.      Section 6 of the Company’s 2003 Plan, as amended to date, is hereby further amended and restated in its entirety as follows:

   “6. STOCK

         The stock issued to Purchasers or subject to Options granted under the Plan shall be shares of the Corporation’s authorized but unissued or reacquired Common Stock. The aggregate number of Shares which may be issued under the Plan shall not exceed the sum of (i) 1,337,525 Shares plus (ii) up to 6,330,224 additional Shares representing the number of shares reserved for issuance under the Predecessor Plan pursuant to “Options” (as defined therein) outstanding under the Predecessor Plan as of the effective date referred to in Section 3 to the extent that such “Options” expire or are terminated, in whole or in part, without being exercised. The number of Shares subject to Options or other rights outstanding at any time shall not exceed the number of Shares remaining available for issuance under the Plan. In the event that any outstanding Option or other right for any reason expires or is terminated, the Shares allocable to the unexercised portion of such Option or other right may again be made subject to an Option or other right. No eligible person shall be granted Options or other rights during any 12-month period covering more than 250,000 Shares. The limitations established by this Section 6 shall be subject to adjustment in the manner provided in Section 14 hereof upon the occurrence of an event specified in that Section.”

MOVIE GALLERY, INC.
By:
	Name:
	Title:

EX-10.2

Exhibit 10.2

     Set forth below is a summary of the compensation payable to each non-employee member of the Board of Directors of Movie Gallery, Inc., effective July 1, 2005.

• The annual retainer will be increased from $20,000 to $48,000 (pro rated for the remainder of 2005).

• Fees for each quarterly Board of Directors meeting and any other in person Board of Directors meeting attended will be $2,000. Fees for each telephonic Board of Directors meeting in which the director participates will be $1,000.

• Fees for each audit committee meeting will be $2,500 for the chairman of the audit committee and $1,500 for each other audit committee member.

• Fees for each other committee meeting will be $2,500 for the chairman of the committee and $1,500 for each other committee member.