SecProbe.io

Mail Stop 3561
 September 4, 2009
Daniel A. DeMatteo  Chief Executive Officer  GameStop Corp. 625 Westport Parkway Grapevine, Texas  76051

Re:  GameStop Corp.
Form 10-K for the Fiscal Year Ended January 31, 2009
Filed April 1, 2009 Definitive Proxy Statement on Schedule 14A
                        Filed May 22, 2009
Form 10-Q for the Fiscal  Quarter Ended May 2, 2009
Filed June 11, 2009 File No. 001-32637
 Dear Mr. DeMatteo:
 We have reviewed your filings and have the following comments.  You should comply
with the comments in all future filings, as appl icable.  Please confirm in writing that you will do
so and also explain to us in sufficient detail for an understa nding of the disclosure how you
intend to comply by providing us with your prop osed revisions.  If you disagree, we will
consider your explanation as to why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
             Please understand that the purpos e of our review process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or any other aspect of our review.  Feel free to call
us at the telephone numbers listed  at the end of this letter.

Daniel A. DeMatteo
GameStop Corp.
September 4, 2009 Page 2  Form 10-K for the Fiscal Year Ended January 31, 2009

Item 5.  Market for Registrant’s Common Equi ty, Related Stockholder Matters and …, page 22

Securities Authorized for Issuance unde r Equity Compensation Plans, page 23
1. Please confirm that you will include the information required by Item 201(d) of
Regulation S-K under Item 12 (as opposed to Item 5) of Form 10-K.  Refer to Response
106.01 of our Regulation S-K Compliance and Disc losure Interpretations located at our
website, www.sec.gov.
 Item 9A. Controls and Procedures, page 46

2. We note your statement that a “control system, no matter how well designed and
operated, can provide only reasonable, not ab solute, assurance that it will detect or
uncover failures....”  Please revise your disclosu re to indicate, if tr ue, that your principal
executive officer and principal financial offi cer concluded that your disclosure controls
and procedures are designed to provide reason able assurance of achie ving their objectives
and that your principal executive officer and principal financial officer concluded that
your disclosure controls and procedures are effective at the reasonable assurance level
you discuss.  In the alternative, please remove  the reference to the level of assurance of
your disclosure controls and procedures.  See Section II.F.4 of Management’s Reports on Internal Control Over Financial Reporting and Certification of Disc losure in Exchange
Act Periodic Reports, SEC Release N o. 33-8238, available on our website at
<http://www.sec.gov/rules/final/33-8238.htm
>.
 Financial Statements, page F-1

 Consolidated Balance Sheets, page F-5

 3. We note from your disclosures in Note 2 that  you have owned a controlling interest in
GameStop Group Limited since 2003.  Please explain to us why you do not present
minority interest on the face of your balance shee ts or statements of operations to reflect
the minority interest holders in this consolidated subsidiary.  Also explain to us how your
presentation of this consolidated subsidiary in your subsequent Form 10-Q for the fiscal
quarter ended May 2, 2009 complies with the guidance in SFAS 160.

Consolidated Statements of Cash Flows, page F-8

4. Unless items presented qualif y for net reporting under pa ragraphs 11-13 of SFAS 95,
please revise to present only gross amounts of cash receipts or payments in the financing section of your statement of cash flows.

Daniel A. DeMatteo
GameStop Corp.
September 4, 2009 Page 3  Note 1. Summary of Significant Accounting Policies, page F-9

 Goodwill, page F-10

 5. Please provide a more comprehensive account ing policy for measuring impairment.
Please specifically disclose how you measure impairment of goodwill and other intangible assets, includi ng such information as your methodology for calculating fair
value and, in the case of goodwill impairment, explaining how you determined your reporting units.  Please also expand your Cr itical Accounting Polic ies related to goodwill
and other intangible assets, currently seen on page 28 of your filing.  As noted in Section
V of our Release No. 33-8350, your Critical Ac counting Policies should supplement, not
duplicate, the description of accounting policies that are already disclo sed in the notes to
the financial statements.  While accounting policy notes in the fi nancial statements
generally describe the method used to apply an accounting principle, the discussion in
your Critical Accounting Policies should pr esent your analysis of  the uncertainties
involved in applying a principle at a given time or the variab ility that is reasonably likely
to result from its applicati on over time.  Given the current economic environment, we
believe it is important to your investor s that you provide a robust discussion of
uncertainties and reasonably likely variability related to impairment.
 Note 2. Acquisitions, page F-16

 6. We note that you allocated 71% of the purchas e price of Micromania to goodwill.  We
also note that you acquired net tangible liabilities in this acquisition, and therefore we assume that the reason you acquired Micr omania was to acquire its intangible
 assets.
Please tell us in detail what consideration you gave to the guidance in paragraph 39 and
Appendix A of SFAS 141, which require you to determine the existence of all
identifiable assets as defined th erein and to assign value to such  identifiable assets in your
allocation of the purchase price.  In your response, please specifi cally address whether
you acquired any customer lists or contracts, non-contractual custom er relationships, or
any other items other than trademarks and lease related intangibles that should be separately recorded.  In addition, tell us how you determined the values assigned to the
acquired tradename and leasehold rights and intere sts.  If you continue to believe that the
majority of the purchase pri ce for this acquisition should be allocated to the acquired
goodwill, tell us and provide detailed disclosures in Management’s Discussion and Analysis and in the notes to the financial statements of th e reasons you were willing to
pay such a large premium for this busine ss and what the acquired goodwill represents.
Refer to paragraph 51(b) of SFAS 141.
 Note 8. Debt, page F-21

 7. In order to provide clearer disclosure for investors, please provide a table summarizing
the composition of amounts included in the ba lance sheet caption long-term debt at each
balance sheet date.  We note your narrative di sclosure but believe it may be confusing to

Daniel A. DeMatteo
GameStop Corp.
September 4, 2009 Page 4
your investors to determine this informati on from the current na rrative, so we are
requesting that the disclosure be summarized  in tabular form.  Please also provide a
schedule of maturities for the next five y ears as required by paragraph 10 of SFAS 47.
 Note 11. Commitments and Contingencies, page F-25

 8. Please revise management’s assessment of the whether your legal proceedings, individually or in the aggregate, will have  a material adverse effect on the Company’s
financial condition or results of operations to also addre ss whether management expects
the resolution of these conti ngencies to have a material a dverse effect on your liquidity.
Refer to SFAS 5.
 Note 12. Income Taxes, page F-26

 9. Please explain the nature of the amount pr esented in your income  tax provision captioned
“Charge in lieu of income taxes relating to the tax effect of stock-based awards tax deduction”.  Also tell us why this amount ha s been presented separately within the tax
provision.
 Definitive Proxy Statement on Schedule 14A

Election of Directors, page 2

Information Concerning the Dire ctors and Nominees, page 2
10. Please revise your disclosure to  describe the business experien ce of each director for the
past five years, or clarify your disclosure by adding dates or the dur ation of employment.
Refer to Item 401(e) of Regulation S-K.

Executive Compensation, page 10

Grants of Plan-Based Awards in Last Fiscal Year, page 12
11. Please revise the “Threshold” column unde r “Estimated Future Payouts Under Non-
Equity Incentive Plan Awards” to include the dollar amount associated  with the threshold
payout that is derived from the information in the table at the bottom of page 21 or tell us
why it is not appropriate to do so.    If  you do not compensate officers for achieving
results at the threshold level, please state this.

Compensation Discussion and Analysis, page 18
12. Please ensure that your compensation discus sion and analysis precedes the executive
compensation tables. Compensation discussion and analysis is intended to put into

Daniel A. DeMatteo
GameStop Corp.
September 4, 2009 Page 5
perspective for investors the numbers and narrativ e that follow it.  Please refer to the first
paragraph in Section II.B.1 of Securities Act Release 8732A.
 Key Elements of Compensation, page 19

 Stock Options and Rest ricted Stock, page 23

13. In the penultimate paragraph on page 18 under the heading “Compensation Discussion and Analysis—General” you disclose that “[ l]ong-term performance is rewarded through
stock options or restricted stock awards a nd is measured in the performance of the
Company’s stock price, which is  tied to earnings, growth and other factors.”  In the first
paragraph under the heading “Role of Comp ensation Committee in Grants” on page 23
you disclose that “[i]n determ ining annual stock option or re stricted stock grants to
executive officers, the Compensation Comm ittee, along with executive management,
bases its decision on the indivi dual’s performance and poten tial to improve stockholder
value.”  Please describe in more detail the factors considered by the Executive Chairman,
the Chief Executive Officer and the Compensa tion Committee in determining the number
of shares of restricted stock to gran t to your named executive officers.
 Certain Relationships and Re lated Transactions, page 27

14. Please provide the disclosu re required by Item 404(b) of Regulation S-K.
 Form 10-Q for Fiscal Quarter Ended May 2, 2009

 Managements’ Discussion and Analysis, page 23

 Liquidity and Capital Resources, page 28

 15. Please provide a discussion and analysis of the impact of the current economic downturn
on your liquidity, as we believe this informa tion is important to your investors given the
current economic environment.  The types of items we would expect you to include in
this discussion and analysis include any decreases in inventor y turnover, including
clarifying whether such decreases resulted fr om slowing sales, and the impact of the
tightening credit markets.  Refer to Item 303 of Regulation S-K.

* * * * *
  Please respond to these comments within 10 business days or tell us when you will provide us with a response.  You may wish to pr ovide us with marked copies of your disclosure
to expedite our review.  Please furnish a lette r that keys your responses to our comments and
provides any requested information.  Detailed cover letters greatly facilitate  our review.  Please
understand that we may have additional comments after reviewing your responses to our comments.

Daniel A. DeMatteo
GameStop Corp. September 4, 2009 Page 6
  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in these filings to be certain that the filings include all information required under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
 ‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our  comments on your filings.
 You may contact Sondra Snyder, Staff Accountant, at (202)  551-3332 or Jennifer
Thompson, Branch Chief, at (202) 551-3737 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact Catherine Brown, Staff Attorney, at
(202) 551-3513 or me at (202) 551-3720 w ith any other questions you may have.

Sincerely,

H. Christopher Owings  Assistant Director