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VIA EDGAR AND BY OVERNIGHT

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-3561

November 29, 2007

    Attention:

    Mr. William Choi

    Re:

    GameStop Corp. (the “Company” or “GameStop”)

    Form 10-K for the Fiscal Year Ended February 3, 2007

    Filed April 4, 2007

    File No. 1-32637

Dear Mr. Choi:

     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 November 2, 2007. The “bullet points” below correspond to those stated in your comment
letter.

    •

    Table I attached summarizes the estimated selling price of the inventories acquired
from Electronics Boutique, the costs of disposal and the reasonable profit allowance for
our selling efforts.

    The revalued inventory balance was less than Electronics Boutique’s book value because
GameStop’s estimates of the realizable selling price of the inventory were less than
Electronics Boutique’s and because of additional estimated obsolescence and disposal costs
associated with certain inventory.

    Electronics Boutique’s inventory included items, primarily used video game products and
older video game products, with listed retail sales prices greater than GameStop believed
to be realistic. The retail sales prices on newer video game products tended to be
comparable between GameStop and Electronics Boutique, as competition among video game
retailers generally results in recently released products being priced similarly. Older
products and used video game products are
not subject to the same level of competition as recently released products. GameStop’s
estimates of selling prices for these products were based on historical

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    experience with
substantially similar (in many cases identical) inventory. GameStop performed an item by
item comparison of Electronics Boutique’s inventory to GameStop’s inventory comparing
retail sales prices and average costs. GameStop analyzed all video game hardware products,
video game software products, used video game products and accessories and other items
using the UPC code and any other identifying data. In those cases in which GameStop had
historical sales data to support its retail sales prices, adjustments were made to reduce
the Electronics Boutique inventory to GameStop’s selling prices. GameStop had sales data
for substantially all of the video game hardware, software, accessories and used products
it obtained from Electronics Boutique. Additionally, Electronics Boutique carried
inventory items which GameStop did not carry as they did not fit in GameStop’s product
selection. Adjustments were made to reduce these items to a selling price which would
clear them out yielding a margin that was in line with margins realized by GameStop on
similar items. The total of these adjustments was $12,902,000, as indicated in Table I.

    Electronics Boutique carried an obsolescence reserve for write-downs or write-offs of
slow-moving or obsolete inventory. This reserve was established using formulas based on
inventory quantities on hand, rates of sell through and anticipated funding from vendors.
GameStop reviewed this methodology and determined that, in addition to the reserve already
established by Electronics Boutique, there were two software products which Electronics
Boutique carried that GameStop determined to be slow moving or obsolete based on GameStop’s
experience with the same products. Electronics Boutique carried substantially more of
these products than GameStop and GameStop management did not believe that the products
would sell at the price at which Electronics Boutique carried them. An adjustment totaling
$2,528,000 was made to reduce Electronics Boutique’s selling prices on these items to the
estimated selling prices at which GameStop believed these products would sell, while still
yielding a reasonable profit margin. This adjustment increased the obsolescence reserve
from $5,851,000 to $8,379,000, as indicated in Table I. The resulting obsolescence reserve
is distinct from the $12.9 million adjustment to selling prices described above, as the
$12.9 million resulted primarily from a direct comparison of the retail prices of the
inventory items on hand, with little judgment as to whether the items were slow moving or
obsolete. The obsolescence reserve did consider whether goods were slow moving or
obsolete.

    Based on GameStop’s experience with substantially similar inventory products, management
did not believe that Electronics Boutique’s reserve for actual defective products in
inventory and the related disposal costs, or write-offs, was adequate. GameStop’s
management developed estimates using GameStop’s years of experience in refurbishing similar
inventory and selling it as used and historical information regarding defective rates,
repair rates and subsequent estimated selling prices. As can be seen in Table I, as of the
acquisition date, Electronics Boutique actually had a reserve for defective products which increased the overall inventory

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    balance. This resulted from the method used by Electronics Boutique to monitor defective
products and establish a related reserve. GameStop did not use this method and did not
find it acceptable for continued use. An adjustment was made to increase the reserve for
defective products by $4,808,000, resulting in a reserve amount of $4,630,000, as shown in
Table I. Actual uses of the defective reserve for product dispositions subsequent to the
acquisition date were known based upon the costs of the individual products which were
disposed. This defective reserve was not contemplated or duplicated in the other reserves
discussed herein.

    The reserve for shrink is designed to recognize the estimated cost associated with ongoing
theft of product, which will not actually be known until the next physical inventory count.
A shrink reserve is appropriate for retail companies to include in the valuation of
inventory as it represents an estimate of product no longer in the company’s control. This
shrink reserve was not contemplated or duplicated in the other reserves discussed herein.

    The provision for EITF 02-16 is also an appropriate reserve for a retail company in that
the reduction of inventory cost for the excess of vendor allowances in excess of
advertising costs, as required by EITF 02-16, would be overly burdensome, if not
impossible, to affect on an item-by item basis. This provision for EITF 02-16 was also not
contemplated or duplicated in the other reserves discussed herein.

    GameStop did not believe that there were any additional disposal costs associated with the
acquired inventory.

    •

    GameStop’s management determined that the amount of profit the Company expected to earn
for the selling effort was reasonable based upon the experience GameStop had in selling
the same products as Electronics Boutique in the same retail channels. In GameStop’s
management’s opinion, a reasonable profit to be earned from the selling effort for the
Electronics Boutique inventory could be determined by applying the same profit that
GameStop had applied to its inventory. The profit allowance for the selling effort on the
acquired inventory was determined to be 32%, as shown in Table I, based upon the
compilation of the profit allowance on each item in the acquired inventory. The
item-by-item comparison described above included a comparison of retail prices and average
costs, from which management was able to determine a reasonable profit allowance by item.

    GameStop’s management’s opinion that a reasonable profit could be determined by applying
the same profit that GameStop had applied to its inventory included consideration that the
selling effort to be put forth by GameStop to sell the acquired inventory in the
Electronics Boutique stores was the same as would be required to sell GameStop’s existing
inventory in GameStop’s existing stores. In addition,

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    management considered GameStop would operate the Electronics Boutique stores in
substantially the same way as the GameStop stores and continue to distribute and sell the
inventory in the same way following the acquisition.

    •

    The amounts included in the $36,287,000 in allowances against the Electronics Boutique
inventory were used subsequent to the October 9, 2005 acquisition date as detailed in
Table II attached to this letter. All of these allowances were written off against
inventory. Descriptions of the use of these allowances are as follows:

    Adjustments to Retail to Reflect GameStop Estimated Selling Prices: Certain of the
adjustments to Electronics Boutiques retail prices and average costs were made as soon as
possible after completing the acquisition. The remaining adjustments were made on an
item-by-item basis upon integration of the Electronics Boutique inventory management system
into the GameStop inventory management system, which took place between February 2006 and
May 2006.

    Obsolescence Reserve: The entire reserve for obsolescence was charged for write-downs of
inventory within 12 months from the acquisition date as markdowns were taken on an
item-by-item basis.

    Defective Products Reserve: The entire reserve for defective products was utilized to
reduce the value of inventory within the first few months after the acquisition date on an
item-by-item basis as defective products were written off or disposed of.

    Shrink Reserve: This reserve was used between the acquisition date and April 2006 as the
Electronics Boutique inventory was subjected to physical inventory counts and missing items
were written off.

    EITF 02-16 Provision: The provision for EITF 02-16 reflected in Table I was relieved as a
reduction in cost of sales as the related inventory was sold by adjusting the provision at
the end of subsequent quarters using a calculation prepared in accordance with EITF 02-16.

     If you have any questions or comments regarding the foregoing, please do not hesitate to
contact me at 817-424-2130.

    Very truly yours,

    /s/ David W. Carlson

    David W. Carlson

    Executive Vice President and

Chief Financial Officer

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Table I: Summary of Valuation of Acquired Inventory

    Purchase

    Per Electronics

    Accounting

    Boutique

    Adjustments

    Per GameStop

    Inventory at retail

    $
    513,762,000

    Adjustments to retail to reflect GameStop estimated selling prices

    (19,052,000
    )A

    Adjusted inventory at retail

    494,710,000

    Less: reasonable profit allowance

    (159,829,000
    )

    Reasonable profit allowance as a percentage of retail

    32.3
    %

    Inventory at Cost

    $
    347,783,000

    $
    12,902,000
    A,B

    334,881,000

    Less: Other Reserves

    Obsolescence Reserve

    (5,851,000
    )

    $
    2,528,000

    (8,379,000
    )                     B

    Defective Products Reserve

    178,000

    $
    4,808,000

    (4,630,000
    )                     B

    Shrink Reserve

    (1,250,000
    )

    $
    —

    (1,250,000
    )                     B

    EITF 02-16 Provision

    (9,126,000
    )

    $
    —

    (9,126,000
    )                     B

    Merchandise Inventories, net

    $
    331,734,000

    $
    20,238,000

    $
    311,496,000

    A:

    The adjustments to retail prices totaled approximately $19,052,000. The related adjustments to the cost basis of the inventory totaled $12,902,000 (B)

    B:

    Total of all reserves as disclosed on Schedule II of GameStop Form 10-K = $36,287,000

Table II: Summary of Uses of Reserves Against Acquired Inventory

    Write-offs between

    October 9, 2005 and

    October 8, 2006

    Adjustments to retail to reflect GameStop estimated selling prices

    $
    12,902,000

    Obsolescence Reserve

    8,379,000

    Defective Products Reserve

    4,630,000

    Shrink Reserve

    1,250,000

    EITF 02-16 Provision

    9,126,000

    $
    36,287,000