UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
MOOVIES, INC.
(Name of Issuer)
Common Stock, $.001 Par Value
(Title of Class of Securities)
616347 10 0
(CUSIP Number)
Robert F. Dow, 2800 One Atlantic Center, 1201 West Peachtree
Street, Atlanta, Georgia 30309-3450; (404) 873-8706
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 13, 1995; March 29, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the
statement . (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
1 Name of Reporting Person S.S. or I.R.S.
Identification No. of Above Person
Michael A. Yeargin
2 Check the Appropriate Box if a Member of a Group
(a)
(b)
3 SEC Use Only
4 Source of Funds
PF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E)
6 Citizenship or Place of Organization
South Carolina
7 Sole Voting Power
637,649
8 Shared Voting Power
0
9 Sole Dispositive Power
637,649
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
637,649
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
7.4%
14 Type of Reporting Person
IN
SEE INSTRUCTIONS BEFORE FILLING OUT
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $.001 par
value, of Moovies, Inc., a Delaware corporation (the "Company").
The principal executive offices of the Company are located at:
201 Brookfield Parkway, Suite 200
Greenville, SC 29607
ITEM 2. IDENTITY AND BACKGROUND.
1. (a) Michael A. Yeargin.
(b) 201 Brookfield Parkway, Suite 200, Greenville, SC
29607.
(c) Vice President - Administration and Director,
Moovies, Inc., 201 Brookfield Parkway, Suite 200,
Greenville, SC 29607.
(d) None.
(e) None.
(f) United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Yeargin received the securities which are the
subject of this report pursuant to the merger of Tonight's
Feature Limited Partnership II, a South Carolina limited
partnership ("Tonight's Feature"), and Tonight's Feature, Inc., a
South Carolina corporation and the general partner of Tonight's
Feature, into Moovies, Inc. on August 9, 1995, in exchange for
his 50% equity ownership of Tonight's Feature, Inc. Tonight's
Feature, Inc. beneficially owned 90.1% of the partnership
interests of Tonight's Feature. The merger was effected in
conjunction with Moovies, Inc.'s initial public offering of
common stock and its acquisition of several video specialty store
chains.
On December 13, 1995 and March 29, 1996, the reporting
person made gifts of 2,000 shares and 1,500 shares, respectively,
to a personal friend.
ITEM 4. PURPOSE OF TRANSACTION.
See Item 3 above. The purpose of the merger in August
1995 was to provide Tonight's Feature, a limited partnership,
with a corporate entity to conduct an initial public offering of
its common stock and to consummate the acquisitions of several
video specialty store chains. The subsequent dispositions of
stock were gifts. Except as contemplated pursuant to the merger,
the reporting person has no plans or proposals which relate to or
would result in any of the occurrences listed in the instructions
to Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) See Items 7, 8, 9, 10, 11 and 13 of cover
pages.
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
Relationships with Respect to the Issuer.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Exhibit A - Agreement and Plan of Merger dated
June 15, 1995 (Incorporated by reference to
Exhibit 2.1 to Moovies, Inc.'s Registration
Statement on Form S-1 (File No. 33-93562) filed
with the Securities and Exchange Commission on
June 16, 1995, as amended)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Michael A. Yeargin May 2, 1996
________________________ ________________
Michael A. Yeargin DATE
