SecProbe.io

August 1, 2011
 Via E-Mail

J. Paul Raines Chief Executive Officer GameStop Corp. 625 Westport Parkway Grapevine, Texas
Re: GameStop Corp.
 Form 10-K for Fiscal Year Ended January 29, 2011
Filed March 30, 2011 Definitive Proxy Statement on Schedule 14A Filed May 16, 2011 File No. 001-32637

Dear Mr. Raines:
 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 proposed revisions.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for Fiscal Year Ended January 29, 2011

 Risks Related to Our Indebtedness, page 21

 Despite current anticipated indebtedness…, page 22

1. Please revise to quantify the amount of additional indebtedness that you may incur
pursuant to the exceptions and qualifications contained in the indenture governing the
senior notes and your se nior credit facility.

J. Paul Raines GameStop Corp. August 1, 2011 Page 2

 Item 2.  Properties, page 23

2. Please file the lease governi ng your distribution facility in Louisville, Kentucky or
explain to us why you do not believe such leas e is material.  See Item 601(b)(10)(ii)(D)
of Regulation S-K.
 Definitive Proxy Statement on Schedule 14A

 Election of Directors – Proposal 1, page 2

 Information Concerning the Dire ctors and Nominees, page 2

3. Please revise to disclose on an individual basis each director’s and each nominee’s
specific experience, qualifications, attributes or skills that led to your conclusion that
such person should serve as your director.  For further guidance, please consider
Question 116.05 in our Regula tion S-K Compliance and Disc losure Interpretations.
 Compensation Discussion and Analysis, page 12

 Key Elements of Compensation, page 16

Base Salaries, page 16

4. In addition to providing the disclosure in this  subsection with respec t to your fiscal 2011
base salaries, please also provi de such disclosure with re spect to your fiscal 2010 base
salaries.  We note that you have provided so me disclosure with respect to your fiscal
2010 base salaries in your definitive pr oxy statement filed on May 18, 2010.  However,
such disclosure does not include all aspects of  your fiscal 2010 base  salaries, including
the increases paid to Messrs. Raines, Ba rtel and Lloyd in connection with their
promotions.  See Item 402(b)(2)(ix) of Regulation S-K
 Long-term Incentive Awards, page 19

5. Please discuss how each of the factors refere nced in the third a nd fifth paragraphs on
page 19 contributed to your decision to gran t the amounts of restri cted stock and cash
bonuses that are disclosed on page 20 and in  the Summary Compensation Table.  For
example, please discuss the specific metr ics you used to evaluate your financial
performance over the preceding year and the specific performance, responsibilities and
contributions of each of your named executive officers.  See Item 402(b)(1)(v), (b)(2)(v)
and (b)(2)(vii) of Regulation S-K.

J. Paul Raines GameStop Corp. August 1, 2011 Page 3

 Executive Compensation, page 25

6. We note the disclosure in f ootnote (5) to the Summary Co mpensation Table and footnote
(3) to the Director Compensation Table that  the amounts reported represent the amount
charged to expense in the appl icable fiscal year.  Please ex plain to us what you mean by
“the amount…charged to expense in the a pplicable fiscal year” and why you based
disclosure on this measure instead of disc losing the full, pre-tax amount of the award.
Please also provide an analys is of why you disclosed the amounts of such awards in the
“Bonus” column of the Summary Compensation Table and in the “All Other Compensation” column of the Director Co mpensation Table.  We note that you have
disclosed that “[t]he purpose of the matc hing cash bonus was to preserve the pool of
shares available for grant unde r the 2001 Incentive Plan and to use the cash bonus to
satisfy any applicable withhol ding taxes due to the Compa ny from the recipient with
respect to the related restricted share vesting and eliminate the need for recipients to sell
shares upon vest to cover withhol ding taxes.”  In light of this purpose, please analyze
whether the cash bonus may properly be characterized as a tax gross-up.

7. Please explain to us the accounting model you applied with respect to the Cash Bonus
Awards and your rationale for using that m odel.  Please include in your response your
consideration as to the applicability of ASC 718.

8. We also note the disclosure in footnote (8) to the Summary Compensation Table.
Regarding Mr. Raines $1 million signing bonus, please explain whether (and if so, when)
cash amounts were paid to him in full, subjec t only to a repayment obligation, or if they
were awarded pursuant to some other arrange ment.   If the entire $1 million amount was
paid to Mr. Raines in a lump sum, pleas e explain why the amounts considered earned
during each fiscal year are reported separately.

9. Please include in footnote (3) a cross-referen ce to the discussion of the assumptions used
in determining the grant date fair value of the restricted stock awards.  Please also include
such cross-reference in footnote (2) to the di rector compensation table.  See Instruction 1
to Item 402(c)(2)(v) and (vi) of Regulati on S-K and Instruction to Item 402(k) of
Regulation S-K.
 Grants of Plan-Based Awards in Last Fiscal Year, page 27

10. Please disclose how you determined the thre shold, target and maximum payouts for the
June 2, 2010 grants to Messrs. Raines, Bartel  and Lloyd, considering you state that these
grants were tied to promotions.  S ee Item 402(b)(1)(v) of Regulation S-K.

J. Paul Raines GameStop Corp. August 1, 2011 Page 4

 Employment Agreements and Potential Payment upon Change in Control or Termination, page
29

11. Please disclose whether Catherine Smith r eceived any payments upon her resignation.
See Instruction 4 to Item 402(j) of Regulation S-K.
 Director Compensation, page 31

12. Please disclose your compensation arrangemen ts for directors that resulted in the
amounts disclosed in the “Fees Earned or Paid  in Cash” column.  We  note that it appears
that you provide such disclosure in your  definitive proxy statement filed on May 18,
2010.  However, such disclosure should also  be provided in the proxy statement that
discloses the fees earned for the last comp leted fiscal year.  See Item 402(k)(3) of
Regulation S-K.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Charles Lee at (202) 5 51-3427 or me at (202) 551-3264 with any
questions.
Sincerely,
   /s/ Mara L. Ransom
Mara L. Ransom Legal Branch Chief
cc: Robert A. Lloyd  Troy W. Crawford