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VIA EDGAR AND OVERNIGHT MAIL

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-3561

September 29, 2009

    Attention:

    Ms. Catherine T. Brown, Esq.

    Re:

    GameStop Corp. (the “Company”, “GameStop”, “we” or “our”)

    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 Ms. Brown:

          We are writing in response to the comments of the Staff of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Commission”) that were contained in your letter
dated September 4, 2009. Please note that the numbered paragraphs below correspond to the
paragraph numbers contained in your comment letter.

    1.

    In future 10-K filings, the Company will remove the “Securities Authorized for Issuance under
Equity Compensation Plans” section from Item 5 and report the information in Item 12 of the
Form 10-K, as requested.

    2.

    In future filings, if true, the Company will state that the Chief Executive Officer and Chief
Financial Officer concluded that the disclosure controls and procedures are designed to
provide reasonable assurance of achieving their objectives and that the Chief Executive
Officer and Chief Financial Officer concluded that the Company’s disclosure controls and
procedures are effective at the reasonable assurance level.

625 Westport Parkway  ¨ Grapevine, TX
76051 ¨ 817-424-2000
¨ 817-424-2820

    In addition, the Company confirms that its disclosure controls and procedures are designed to
be effective at the reasonable assurance level and that the Chief Executive Officer and Chief
Financial Officer concluded that these disclosure controls and procedures were, in fact,
effective at the reasonable assurance level for the periods included in our annual report on
Form 10-K for the year ended January 31, 2009 and our quarterly report on Form 10-Q for the
period ended May 2, 2009.

    3.

    Minority interest related to the Company’s subsidiary, GameStop Group Limited, was not
presented on the face of the balance sheets or statements of operations in the Form 10-K for
the fiscal year ended January 31, 2009 due to the application of paragraph 15 of ARB 51, which
was in effect at that time. The statement required that cumulative losses applicable to the
minority interest in the subsidiary in excess of the minority interest in the equity capital
of the subsidiary should be charged against the majority interest, as there is no obligation
of the minority interest to make good such losses. GameStop Group Limited had cumulative
losses applicable to the minority interest owners in excess of the minority interest equity
capital of approximately $104,000 as of January 31, 2009. Therefore, the applicable losses
were included in the consolidated financial results of the Company.

    The Company adopted the provisions of SFAS 160 on February 1, 2009. During the quarter ended
May 2, 2009, GameStop Group Limited incurred additional immaterial losses. The Company
considered the provisions of SFAS 160, including the materiality criteria, and determined that
the amount attributable to the non-controlling interest for the quarter ended May 2, 2009 would
be less than 1% of either retained earnings or stockholders’ equity as a whole, which would be
immaterial to the Company’s financial statements. The results of GameStop Group Limited are
expected to improve in the future. The Company will continue to monitor the amount
attributable to the non-controlling interest. If the amount becomes material, the Company will
record the non-controlling interest amount based on the provisions of SFAS 160.

    4.

    All amounts reported in the financing section of the statement of cash flows for the Form
10-K filed April 1, 2009 are presented gross with the exception of the net change in other
noncurrent assets and other intangible assets. Reporting the net change in other noncurrent
assets and other intangible assets at their gross amounts for the 52 weeks ended January 31,
2009 would result in increases in other noncurrent assets and other intangibles of ($12,907)
and decreases in other noncurrent assets and other intangibles of $2,433.

    In future filings, beginning with the Form 10-Q for the period ending October 31, 2009, the
Company will retrospectively present all amounts in the financing section of the statement of
cash flows at their gross amounts.

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    5.

    In future filings, the Company will expand the disclosure related to goodwill and other
intangible assets in the notes to the financial statements to include the following:

    “In accordance with SFAS 142, the Company is required to evaluate goodwill and other intangible
assets not subject to amortization for impairment at least annually. This test is completed at
the beginning of the fourth quarter each year or when circumstances indicate the carrying value
of the goodwill or other intangible assets might be impaired. Goodwill has been assigned to
reporting units for the purpose of impairment testing. The Company has four business segments,
the United States, Australia, Canada and Europe, which also define our reporting units based
upon the similar economic characteristics of operations within each segment, including the
nature of products, product distribution and the type of customer and separate management
within those regions. The Company estimates fair value based on the discounted cash flows of
each reporting unit. The Company uses a two-step process to measure goodwill impairment. If
the fair value of the reporting unit is higher than its carrying value, then goodwill is not
impaired. If the carrying value of the reporting unit is higher than the fair value, then the
second test of goodwill impairment is needed. The second test compares the implied fair value
of the reporting unit’s goodwill with its carrying amount. If the carrying amount of the
reporting unit’s goodwill exceeds the implied fair value, then an impairment loss is recognized
in the amount of the excess. If the carrying value of an individual indefinite-life intangible
asset exceeds its fair value, such individual indefinite-life intangible asset is written down
by the amount of the excess. The Company completed its annual impairment test of goodwill on
the first day of the fourth quarter of fiscal 2006, fiscal 2007 and fiscal 2008 and concluded
that none of its goodwill was impaired. Note 7 provides additional information concerning the
changes in goodwill for the consolidated financial statements presented.”

    In addition, in future filings, the Company will expand its discussion of goodwill and other
intangible assets in the “Critical Accounting Policies” section of MD&A to include the
information above, as well as the following:

    “The discounted cash flow method used to determine the fair value of reporting units requires
management to make significant judgments based on the Company’s projected sales and gross
margin, annual business plans, future business strategies and economic factors. Discount rates
used in the analysis reflect the Company’s weighted average cost of capital, current market
rates and the risks associated with the projected cash flows. The impairment testing process
is subject to inherent uncertainties and subjectivity, particularly related to sales and gross
margin which can be impacted by various factors including the items listed in Item 1A. Risk
Factors. While the fair value is determined based on the best available information at the
time of assessment, any changes in business or economic conditions could materially increase or
decrease the fair value of the reporting unit’s net assets and, accordingly, could materially
increase or decrease any related impairment charge. Based on currently available information
and forecasts of the Company’s annual results, we do not anticipate recording any

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    impairment of goodwill or other intangible assets in any of the Company’s reporting units for
the fiscal year ended January 30, 2010.”

    6.

    In the preliminary purchase price allocation of Micromania, we engaged Ernst & Young LLP’s
Transaction Advisory Services Practice (“TAS”). Within the TAS practice at Ernst & Young is
the Valuation and Business Modeling sub-specialty practice, which is the group that assisted
GameStop with the identification and estimation of the fair value of the tangible and
intangible assets acquired from Micromania. As part of the identification process, we
carefully considered the definition of an identifiable intangible asset in paragraph 39 and
Appendix A of SFAS 141. Based on our experience in the industry and Ernst & Young’s
professional opinion, only the trade names and lease-related intangible assets met the
legal/contractual or separable recognition criteria outlined in SFAS 141. Other intangible
assets that were considered for valuation, but were ultimately determined not to meet the
recognition criteria, included Micromania’s franchise contracts and non-contractual customer
relationships, including Micromania’s customer loyalty program. Micromania has 13 ongoing
franchise contracts related to 13 stores operated under the “Dock Games” name. Since these
contracts represent less than 0.7% of Micromania’s total sales, and since Micromania
management plans to progressively terminate these contracts by 2012, this asset class has been
considered not material and was not valued. Micromania has no contractual relationship with
its customers. The customer base is large and is subject to a high degree of turnover and has
multiple retailers available to purchase the same product that Micromania sells. Micromania
does have a customer loyalty program offering its customers a free loyalty card that entitles
the customer to certain discounts. This program was put in place to support the further
development of the Micromania trade name, and is not considered separable from the trade name.
In addition, the Company considered whether the customer relationships were marketable to
another market participant and determined that standing alone, they would not be.
Consequently, management concluded that in accordance with the provisions of SFAS 141, the
customer relationships are not separable, nor do they meet the legal/contractual recognition
requirement.

    The two intangible assets that were valued separate and apart from goodwill were the Micromania
trade names and the lease-related intangible assets. The trade names “Micromania” and “Dock
Games,” comprising the two store formats, were identified as intangible assets and were valued
separately using the same valuation methodology. Specifically, Ernst & Young used the
Relief-from-Royalty Method, a form of the Income Approach, to estimate the fair value of the
trade names based on projected sales and cash flow. The royalty rate utilized for these trade
names was based on several factors, including Ernst & Young’s external research of third party
royalty rates in both the retail segment and among video game retailers specifically and the
historical and projected operating margins for each entity. The estimation of fair value was
determined based on the product of the projected sales of both Micromania and

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    Dock Games and their respective royalty rates, tax affected and discounted to the present using
a discount rate based on Micromania’s weighted average cost of capital.

    The fair values of the lease-related intangibles were calculated by Ernst & Young using both
elements of the Income and Market Approaches. The Rent Differential Method, a form of the
Income Approach, was used to determine the fair value of the favorable/unfavorable rental
components. The entrance fee or key money was valued based on currently available market data
using multiple factors, which is a form of the Market Approach. Together, these two components
constitute the total lease-related intangible assets, as calculated on a store-by-store basis.
Ernst & Young conducted a detailed market analysis based on extensive market research for each
leasehold right in order to determine the fair value of the rent differential and entrance
fees. This was accomplished by utilizing Ernst & Young’s French valuation professionals that
have both experience and knowledge of the French real estate market. The rent differential was
calculated using an Income Approach, which was based on taking the difference in the
contractual rent and the market rent over the remaining lease term, with an assumption of lease
renewal in certain instances. These differences were discounted to the present using a
discount rate representative of the yield expected on similar real estate investments in
France. The entrance fee was calculated based on available information and market research
regarding the current consideration being paid for similar locations. The present value of the
rent differential is added to the estimated entrance fee to determine the total fair value of
the lease-related intangibles or leasehold rights and interests for each location.

    In future filings, we will disclose the factors that contributed to a purchase price that
resulted in the recognition of a significant amount of goodwill in both MD&A and the notes to
the financial statements. Our proposed disclosure is as follows:

    “The acquisition of Micromania is an important part of the Company’s European and overall
growth strategy and gives the Company an immediate entrance into the second largest video game
market in Europe. The amount the Company paid in excess of the fair value of the net assets
acquired was primarily for (i) the expected future cash flows derived from the existing
business and its infrastructure, (ii) the geographical benefits from adding stores in a new
large growing market without cannibalizing existing sales, (iii) expanding the Company’s
expertise in the European video game market as a whole, and (iv) increasing the Company’s
impact on the European market, including increasing its purchasing power.”

    7.

    Beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended August 1,
2009, and to add more clarity as requested, GameStop revised its disclosure in the debt
footnote to state that “as of August 2, 2008 and August 1, 2009, the only long-term debt
outstanding was related to the Notes.” The Notes are defined as the offering of the
$650,000,000 aggregate principal amount of Senior Notes due 2012. In the debt footnote of the
Company’s Annual Report on Form 10-K, we stated that the

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    remaining $550,000,000 of senior notes, gross of the unamortized original issue discount of
$4,288,000, matures in the fiscal year ending January 2013 in order to comply with paragraph 10
of SFAS 47. We did not provide this information in a chart, since this is the only long-term
debt outstanding. Prospectively, in the event that we issue additional debt, we will provide a
table summarizing the composition of amounts included in the balance sheet caption long-term
debt.

    8.

    Beginning with the Quarterly Report on Form 10-Q for the period ended August 1, 2009, the
Company revised its disclosure to confirm that management expects that the ultimate resolution
of currently known contingencies will not have a material adverse effect on the Company’s
financial condition, results of operations or liquidity. We will continue to disclose this
assessment in future filings.

    9.

    In the Company’s Annual Report on Form 10-K for the period ended January 31, 2009, the
Company disclosed an amount in the income tax footnote for “Charge in lieu of income taxes
relating to the tax effect of stock-based awards tax deduction.” This amount represen