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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

March 26, 2008

    Attention:

    Mr. James Allegretto

    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. Allegretto:

     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 January 8, 2008. Attached you will find three tables which present the information requested
in your letter and which present the valuation of the acquired inventory in accordance with SFAS
141 paragraph 37(c)(1). The first two tables summarize the detailed information in Table III.
Table III presents an analysis of selling/disposal costs for the three fiscal years prior to the
acquisition and for the acquired inventory. Please note that we have reviewed that attached
information with Yong Kim of the Commission.

     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/ Robert A. Lloyd

    Robert A. Lloyd

    Senior Vice President and
Chief Accounting Officer

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

GameStop Corp.

Table I: Summary of Valuation of Acquired Inventory

    Inventory at estimated selling prices

    $
    458,189,000

    Less: disposal costs

    111,682,000

    Less: reasonable profit allowance for selling effort

    33,906,000

    Reasonable profit allowance as a percentage of selling costs

    30.4
    %

    Fair value of acquired inventory

    312,601,000

    Recorded value of acquired inventory

    311,496,000

    Difference

    1,105,000

Note: The difference noted above is considered immaterial to the financial results of GameStop for
the fiscal year which included the acquisition. See Table III for more details

GameStop Corp.

Table II: Summary of Disposal Costs

    Freight costs

    8,476,000

    Refurbishment costs

    1,145,000

    Credit card processing fees

    3,093,000

    Other costs of sale

    779,000

    Store payroll

    37,113,000

    Store occupancy costs

    25,200,000

    Store variable expenses

    12,371,000

    Other store expenses

    1,833,000

    Store depreciation

    6,644,000

    Store management and administration costs

    7,239,000

    Purchasing and distribution costs

    3,207,000

    Marketing expenses

    4,582,000

    111,682,000

GameStop Corp.

Table III: Analysis of Selling / Disposal Costs and Reasonable Profit Allowance for the Selling Effort

    Direct or

    Fiscal 2002

    Fiscal 2003

    Fiscal 2004

    Acquired Inventory

    Indirect

    $

    % of Sales

    $

    % of Sales

    $

    % of Sales

    $

    % of Sales

    (in thousands)

    Retail Sales of Video Game Products
(Estimated selling price in
the case of Acquired Inventory)

    1,337,865

    1,554,861

    1,807,361

    458,189

    Cost of Inventory Sold / Cost of
Acquired Inventory

    963,821

    72.0
    %

    1,086,479

    69.9
    %

    1,257,704

    69.6
    %

    Gross Profit

    374,044

    28.0
    %

    468,382

    30.1
    %

    549,657

    30.4
    %

    Selling / Disposal Costs included in
Cost of Sales:

    Freight

    Direct

    25,221

    1.9
    %

    28,201

    1.8
    %

    33,854

    1.9
    %

    8,476

    1.8
    %

    Refurbishment costs

    Direct

    2,654

    0.2
    %

    3,629

    0.2
    %

    4,896

    0.3
    %

    1,145

    0.2
    %

    Credit card and check processing
fees

    Direct

    10,705

    0.8
    %

    10,704

    0.7
    %

    11,974

    0.7
    %

    3,093

    0.7
    %

    E-commerce distribution,
processing and selling costs

    Direct

    887

    0.1
    %

    2,564

    0.2
    %

    3,122

    0.2
    %

    779

    0.2
    %

    Total selling / disposal
costs included in Cost of
Sales

    39,467

    2.9
    %

    45,098

    2.9
    %

    53,846

    3.0
    %

    13,493

    2.9
    %

    Selling / Disposal costs included in
Selling General and Administrative
costs:

    Store payroll

    Direct

    100,242

    7.5
    %

    122,992

    7.9
    %

    147,779

    8.2
    %

    37,113

    8.1
    %

    Store occupancy

    Direct

    73,182

    5.5
    %

    82,523

    5.3
    %

    101,245

    5.6
    %

    25,200

    5.5
    %

    Store variable expenses

    Direct

    35,266

    2.6
    %

    39,876

    2.6
    %

    51,039

    2.8
    %

    12,371

    2.7
    %

    Other store expenses

    Direct

    5,196

    0.4
    %

    6,410

    0.4
    %

    7,432

    0.4
    %

    1,833

    0.4
    %

    Store depreciation

    Indirect

    17,243

    1.3
    %

    20,763

    1.3
    %

    26,842

    1.5
    %

    6,644

    1.5
    %

    Store management and
administration costs

    Indirect

    18,753

    1.4
    %

    23,794

    1.5
    %

    29,448

    1.6
    %

    7,239

    1.6
    %

    Purchasing and distribution costs

    Indirect

    12,057

    0.9
    %

    11,727

    0.8
    %

    11,659

    0.6
    %

    3,207

    0.7
    %

    Marketing expenses

    Direct

    11,714

    0.9
    %

    16,971

    1.1
    %

    17,168

    0.9
    %

    4,582

    1.0
    %

    Total selling / disposal
costs included in SG&A

    273,653

    20.5
    %

    325,056

    20.9
    %

    392,612

    21.7
    %

    98,189

    21.4
    %

    Total selling / disposal costs

    313,120

    23.4
    %

    370,154

    23.8
    %

    446,458

    24.7
    %

    111,682

    24.4
    %

    Reasonable profit allowance for selling
effort = Selling costs x gross profit
rate

    87,543

    6.5
    %

    111,504

    7.2
    %

    135,777

    7.5
    %

    33,906

    7.4
    %

    Inventory Value per FAS 141

    312,601

    Recorded value of acquired inventory

    311,496

    Difference

    1,105

    Percentage of pre-tax profit for fiscal
2005 ($159,922)

    0.7
    %

Notes:

Estimates of selling / disposal costs associated with the acquired inventory were based on
historical experience of selling costs as a percentage of sales, with greater emphasis on selling
costs incurred in fiscal 2003 and fiscal 2004, when the Company’s operations were of a scale closer
to that in fiscal 2005 (when the acquisition took place). Each line item above was based on the
fiscal 2003 and fiscal 2004 percentage of sales for that line item. The compiled total
selling/disposal costs as a percentage of sales was then reviewed for reasonableness compared to
the totals for fiscal 2003 and fiscal 2004. The sales amounts for fiscal 2002, 2003 and 2004
included retail sales of video game products only, as these sales were most comparable to the
products contained in the acquired inventory. Excluded from sales were revenues derived from
magazine subscriptions and retail locations that did not sell video game products.

The
Difference in the recorded value of the inventory and the value calculated above per SFAS 141 of
$1,105,000 is considered immaterial to GameStop’s income for the fiscal year ended January 28,
2006.

Disposal Costs:

The following selling / disposal costs are included in Cost of Sales:

Freight consists primarily of freight to distribute products from the distribution centers to the retail stores. Freight is considered a direct selling cost.

Refurbishment costs consist of the cost of refurbishing used and defective products prior to re-sale. Many defective products can be fixed and re-sold. Refurbishment costs are considered direct selling costs.

Credit card and check processing fees consist primarily of the costs to third parties to process transactions paid for by credit card or check. These are considered direct selling costs.

E-commerce distribution, processing and selling costs consist of handling charges and fees paid to third parties directly related to sales of products on-line. These are considered direct selling costs.

The following selling / disposal costs are included in Selling, General and Administrative Expenses:

Store payroll costs consist of the salaries and wages paid to store managers, assistant managers and hourly sales associates. These are considered direct selling costs.

Store occupancy costs consist of rent and landlord charges. These are considered direct selling costs.

Store variable expenses consist of items which are directly related to sales and operating the stores in support of sales, such as payroll taxes, supplies and utilities. These are considered direct selling costs.

Other store expenses consist of items such as security, insurance, all of which are considered direct selling costs.

Store depreciation consists of the depreciation of assets in use in each store. This is considered an indirect selling cost.

Store management and administration costs include the costs of non-store based personnel responsible for managing and supporting the operations of the stores. These costs include expenses such as compensation,
travel and supplies and are considered indirect selling costs.

Purchasing and distribution costs include the costs of operating purchasing departments and distribution centers. These are considered indirect selling costs.

Marketing expenses include the costs of advertising, in-store marketing programs and related advertising and marketing administration. These are considered direct selling expenses.

Any indirect costs included in selling / disposal costs were included after consideration of, and reliance upon, Statement of Financial Accounting Concepts #6, paragraph 147, which states that many expenses are
not related directly to particular revenues but can be related to a period on the basis of transactions or events occurring in that period or by allocation.

Items included in Cost of Sales or Selling, General and Administrative Expenses which are excluded from selling / disposal costs:

The following items included in Cost of Sales are excluded from estimates of selling or disposal costs:

Cost of merchandise sold, which consists of net cost paid to suppliers

Shrinkage, which is considered in deriving the estimated selling price for acquired inventory

Provisions for obsolescence, which is considered in deriving the estimated selling price for acquired inventory

Provisions or credits for defective products, which is considered in deriving the estimated selling price for acquired inventory

Magazine production costs, which are related to the production of Game Informer magazine, which is unrelated to retail inventory

The following items included in Selling, General and Administrative Expenses are excluded from estimates of selling or disposal costs:

General corporate and management overhead, which is not considered a selling cost.

The costs associated with opening and closing stores, which are not considered selling costs.

Discussion of Reasonable Profit Allowance for the Selling Effort:

The reasonable profit allowance percentage that we applied to the estimated selling / disposal costs associated with the acquired inventory was based on our historical gross profit percentages. While information
on our gross profit is presented above for the three fiscal years preceding the acquisition, we based the reasonable profit percentage for the selling effort used in valuing the acquired inventory on the gross
profit achieved in fiscal 2003 and fiscal 2004 because these periods reflected a scale of operations more comparable to the acquired operations and inventory.