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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended October 30, 2004
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from           to

Commission file number 1-31228

GameStop Corp.

Delaware		75-2951347
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2250 William D. Tate Avenue, Grapevine, Texas (Address of principal executive offices)		76051 (Zip Code)

Registrant’s telephone number, including area code:

      Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark whether the registrant is an accelerated filer (as defined on Rule 12b-2 of the Exchange Act).     Yes þ          No o

      Number of shares of $.001 par value Class A Common Stock outstanding as of November 29, 2004: 20,835,506

      Number of shares of $.001 par value Class B Common Stock outstanding as of November 29, 2004: 29,901,662

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TABLE OF CONTENTS

				Page
				No.
PART I — FINANCIAL INFORMATION
Item 1.		Financial Statements
		Consolidated Balance Sheets — October 30, 2004 (unaudited), November 1, 2003 (unaudited) and January 31, 2004			2
		Consolidated Statements of Operations (unaudited) — For the 13 weeks and 39 weeks ended October 30, 2004 and November 1, 2003			3
		Consolidated Statement of Stockholders’ Equity (unaudited) — October 30, 2004			4
		Consolidated Statements of Cash Flows (unaudited) — For the 39 weeks ended October 30, 2004 and November 1, 2003			5
		Notes to Consolidated Financial Statements			6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			13
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			19
Item 4.		Controls and Procedures			19
PART II — OTHER INFORMATION
Item 1.		Legal Proceedings			19
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			20
Item 6.		Exhibits			21
SIGNATURE					23
EXHIBIT INDEX					24
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO Purusant to Section 906
Certification of CFO Pursuant to Section 906

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PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements

GAMESTOP CORP.

				October 30,				November 1,				January 31,
				2004				2003				2004
				(Unaudited)				(Unaudited)
				(In thousands, except per share data)
ASSETS:
Current assets:
	Cash and cash equivalents			$	101,563			$	91,577			$	204,905
	Receivables, net				10,490				8,013				9,545
	Merchandise inventories				274,752				309,691				223,526
	Prepaid expenses and other current assets				14,987				10,964				14,340
	Prepaid taxes				12,047				16,798				12,775
	Deferred taxes				7,661				6,034				7,661
		Total current assets			421,500				443,077				472,752
Property and equipment:
	Land				2,000				—				—
	Buildings and leasehold improvements				87,484				52,287				57,259
	Fixtures and equipment				169,543				124,498				131,556
					259,027				176,785				188,815
	Less accumulated depreciation and amortization				109,435				76,067				84,784
		Net property and equipment			149,592				100,718				104,031
Goodwill, net					320,888				320,826				320,826
Other noncurrent assets					1,849				1,401				1,315
		Total other assets			322,737				322,227				322,141
		Total assets		$	893,829			$	866,022			$	898,924
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
	Accounts payable			$	190,657			$	239,184			$	204,011
	Accrued liabilities				104,348				75,334				79,839
	Note payable, current portion				49,673				—				—
		Total current liabilities			344,678				314,518				283,850
Deferred taxes					17,820				5,574				17,731
Other long-term liabilities					3,364				3,314				3,310
Note payable, long-term portion					24,347				—				—
					45,531				8,888				21,041
		Total liabilities			390,209				323,406				304,891
Stockholders’ equity:
	Preferred stock — authorized 5,000 shares; no shares issued or outstanding				—				—				—
	Class A common stock — $.001 par value; authorized 300,000 shares; 23,844, 21,674 and 22,993 shares issued, respectively				24				22				23
	Class B common stock — $.001 par value; authorized 100,000 shares; 29,902, 36,009 and 36,009 shares issued and outstanding				30				36				36
	Additional paid-in-capital				496,025				499,059				510,597
	Accumulated other comprehensive income (loss)				437				(25	)			296
	Retained earnings				57,104				78,530				118,087
	Treasury stock, at cost, 3,263, 2,304 and 2,304 shares, respectively				(50,000	)			(35,006	)			(35,006	)
		Total stockholders’ equity			503,620				542,616				594,033
		Total liabilities and stockholders’ equity		$	893,829			$	866,022			$	898,924

See accompanying notes to consolidated financial statements.

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GAMESTOP CORP.

			13 Weeks Ended								39 Weeks Ended
			October 30,				November 1,				October 30,				November 1,
			2004				2003				2004				2003
			(In thousands, except per share data)
							(Unaudited)
Sales			$	416,737			$	326,042			$	1,134,066			$	953,457
Cost of sales				296,407				227,568				800,989				680,559
	Gross profit			120,330				98,474				333,077				272,898
Selling, general and administrative expenses				91,136				72,865				263,727				212,662
Depreciation and amortization				9,342				7,718				26,183				20,807
	Operating earnings			19,852				17,891				43,167				39,429
Interest income				(470	)			(290	)			(1,189	)			(1,190	)
Interest expense				564				228				936				542
	Earnings before income tax expense			19,758				17,953				43,420				40,077
Income tax expense				7,699				7,260				17,011				16,167
	Net earnings		$	12,059			$	10,693			$	26,409			$	23,910
Net earnings per common share — basic			$	0.22			$	0.19			$	0.47			$	0.42
Weighted average shares of common stock — basic				54,334				55,767				55,981				56,538
Net earnings per common share — diluted			$	0.21			$	0.18			$	0.45			$	0.40
Weighted average shares of common stock — diluted				57,367				59,431				59,010				59,953

See accompanying notes to consolidated financial statements.

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GAMESTOP CORP.

																							Accumulated
			Common Stock																Additional				Other
																			Paid in				Comprehensive				Retained				Treasury
			Shares				Class A				Shares				Class B				Capital				Income				Earnings				Stock				Total
			(In thousands)
			(Unaudited)
Balance at January 31, 2004				22,993			$	23				36,009			$	36			$	510,597			$	296			$	118,087			$	(35,006	)		$	594,033
Comprehensive income:
	Net earnings for the 39 weeks ended October 30, 2004							—				—				—				—				—				26,409				—
	Foreign currency translation							—				—				—				—				141				—				—
Total comprehensive income																																				26,550
Exercise of employee stock options (including tax benefit of $3,564)				851				1				—				—				9,811				—				—				—				9,812
Repurchase and retirement of Class B common stock				—				—				(6,107	)			(6	)			(24,383	)			—				(87,392	)			—				(111,781	)
Treasury stock acquired, 959 shares				—				—				—				—				—				—				—				(14,994	)			(14,994	)
Balance at October 30, 2004				23,844			$	24				29,902			$	30			$	496,025			$	437			$	57,104			$	(50,000	)		$	503,620

See accompanying notes to consolidated financial statements.

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GAMESTOP CORP.

					39 Weeks				39 Weeks
					Ended				Ended
					October 30,				November 1,
					2004				2003
					(In thousands)
					(Unaudited)
Cash flows from operating activities:
	Net earnings				$	26,409			$	23,910
	Adjustments to reconcile net earnings to net cash flows provided by (used in) operating activities:
		Depreciation and amortization				26,183				20,807
		Amortization of loan cost				294				233
		Tax benefit realized from exercise of stock options by employees				3,564				2,815
		Deferred taxes				89				(17	)
		Loss on disposal of property and equipment				204				188
		Increase in other long-term liabilities for scheduled rent increases in long-term leases				150				243
		Minority interest				(96	)			(200	)
		Changes in operating assets and liabilities, net
			Receivables, net			(945	)			(494	)
			Merchandise inventories			(51,226	)			(146,130	)
			Prepaid expenses and other current assets			(647	)			(746	)
			Prepaid taxes			728				(16,798	)
			Accounts payable, accrued liabilities and accrued income taxes payable			11,155				66,002
			Net cash flows provided by (used in) operating activities			15,862				(50,187	)
Cash flows from investing activities:
	Purchase of property and equipment					(71,819	)			(51,725	)
	Acquisition of controlling interest in Gamesworld Group Limited, net of cash acquired					(62	)			(3,027	)
	Net increase in other noncurrent assets					(828	)			(509	)
			Net cash flows used in investing activities			(72,709	)			(55,261	)
Cash flows from financing activities:
	Issuance of shares relating to employee stock options					6,248				2,247
	Issuance of debt relating to repurchase of Class B shares					74,020				—
	Repurchase of Class B shares					(111,781	)			—
	Repayment of debt of Gamesworld Group Limited					—				(2,296	)
	Purchase of treasury shares through repurchase program					(14,994	)			(35,006	)
			Net cash flows used in financing activities			(46,507	)			(35,055	)
Exchange rate effect on cash and cash equivalents						12				50
Net decrease in cash and cash equivalents						(103,342	)			(140,453	)
Cash and cash equivalents at beginning of period						204,905				232,030
Cash and cash equivalents at end of period					$	101,563			$	91,577

See accompanying notes to consolidated financial statements.

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GAMESTOP CORP.

1.	Basis of Presentation

      The unaudited consolidated financial statements include the accounts of GameStop Corp. (the “Company”) and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. All dollar and share amounts in the consolidated financial statements and notes to the consolidated financial statements are stated in thousands unless otherwise indicated.

      The unaudited consolidated financial statements included herein reflect all adjustments (consisting only of normal, recurring adjustments) which are, in the opinion of the Company’s management, necessary for a fair presentation of the information for the periods presented. These consolidated financial statements are condensed and, therefore, do not include all of the information and footnotes required by generally accepted accounting principles. These consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the 52 weeks ended January 31, 2004. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. Changes in the estimates and assumptions used by management could have significant impact on the Company’s financial results. Actual results could differ from those estimates.

      Due to the seasonal nature of the business, the results of operations for the 39 weeks ended October 30, 2004 are not indicative of the results to be expected for the 52 weeks ending January 29, 2005.

2.	Accounting for Stock-Based Compensation

      Statement of Financial Accounting Standards No. 123, “Accounting for Stock Based Compensation,” (“SFAS 123”) encourages but does not require companies to record compensation cost for stock-based employee compensation plans at fair value. As permitted under Statement of Financial Accounting Standards No. 148, “Accounting for Stock Based Compensation — Transition and Disclosure,” (“SFAS 148”) which amended SFAS 123, the Company has elected to continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company’s stock at the date of the grant over the amount an employee must pay to acquire the stock.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table illustrates the effect on net earnings and net earnings per common share as if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation for the options granted under its plans:

		13 Weeks Ended								39 Weeks Ended
		October 30,				November 1,				October 30,				November 1,
		2004				2003				2004				2003
		(In thousands, except per share data)
Net earnings, as reported		$	12,059			$	10,693			$	26,409			$	23,910
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			2,446				2,276				6,987				6,455
Pro forma net earnings		$	9,613			$	8,417			$	19,422			$	17,455
Net earnings per common share — basic, as reported		$	0.22			$	0.19			$	0.47			$	0.42
Net earnings per common share — basic, pro forma		$	0.18			$	0.15			$	0.35			$	0.31
Net earnings per common share — diluted, as reported		$	0.21			$	0.18			$	0.45			$	0.40
Net earnings per common share — diluted, pro forma		$	0.17			$	0.14			$	0.33			$	0.29

      There were no options granted during either of the 13 week-periods ended October 30, 2004 or November 1, 2003. The weighted-average fair value of the options granted during the 39 weeks ended October 30, 2004 and November 1, 2003 were estimated at $7.86 and $5.17, respectively, using the Black-Scholes option pricing model with the following assumptions:

		39 Weeks Ended
		October 30,				November 1,
		2004				2003
Volatility			60.1	%			61.8	%
Risk-free interest rate			3.3	%			3.1	%
Expected life (years)			6.0				6.0
Expected dividend yield			0	%			0	%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3.	Computation of Net Earnings Per Common Share

      A reconciliation of shares used in calculating basic and diluted net earnings per common share follows:

			13 Weeks Ended								39 Weeks Ended
			October 30,				November 1,				October 30,				November 1,
			2004				2003				2004				2003
			(In thousands, except per share data)
Net earnings			$	12,059			$	10,693			$	26,409			$	23,910
Weighted average common shares outstanding				54,334				55,767				55,981				56,538
Common share equivalents related to options and warrants				3,033				3,664				3,029				3,415
Common shares and common share equivalents				57,367				59,431				59,010				59,953
Net earnings per common share:
	Basic		$	0.22			$	0.19			$	0.47			$	0.42
	Diluted		$	0.21			$	0.18			$	0.45			$	0.40

      Options to purchase approximately 5,044 shares of common stock at exercise prices ranging from $18.00 to $21.25 per share were outstanding during the 13 weeks ended October 30, 2004, but were not included in the computation of diluted earnings per share because they were anti-dilutive. These options expire at various times through 2014.

4.	Debt

      In June 2004, the Company amended and restated its $75,000 senior secured revolving credit facility, which now expires in June 2009. The revolving credit facility is governed by an eligible inventory borrowing base agreement, defined as 55% of non-defective inventory, net of certain reserves. Loans incurred under the credit facility will be maintained from time to time, at the Company’s option, as: (1) Prime Rate loans which bear interest at the prime rate (defined in the credit facility as the higher of (a) the administrative agent’s announced prime rate, or (b)  1/2 of 1% in excess of the federal funds effective rate, each as in effect from time to time); or (2) LIBO Rate loans bearing interest at the LIBO Rate for the applicable interest period, in each case plus an applicable interest margin. In addition, the Company is required to pay a commitment fee, currently 0.375%, for any unused amounts of the revolving credit facility. Any borrowings under the revolving credit facility are secured by the assets of the Company. Under certain circumstances, the revolving credit facility may restrict our ability to pay dividends. There have been no borrowings under the revolving credit facility.

      In October 2004, the Company issued a promissory note in favor of Barnes & Noble in the principal amount of $74,020 in connection with the repurchase of Class B common shares held by Barnes & Noble (see note 11). The promissory note is payable in installments over three years, with $37,500 due on January 15, 2005 and three payments of $12,173 due on October 15, 2005, October 15, 2006 and October 15, 2007. The note is unsecured and bears interest at 5.5% per annum, payable when principal installments are due.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5.	Comprehensive Income

      Comprehensive income is net earnings, plus certain other items that are recorded directly to stockholders’ equity and consists of the following:

			13 Weeks Ended								39 Weeks Ended
			October 30,				November 1,				October 30,				November 1,
			2004				2003				2004				2003
							(In thousands)
Net earnings			$	12,059			$	10,693			$	26,409			$	23,910
Other comprehensive income (loss):
	Foreign currency translation adjustments			312				50				141				(25	)
Total comprehensive income			$	12,371			$	10,743			$	26,550			$	23,885

6.	Income Taxes

      The tax provisions for the 13 weeks and 39 weeks ended October 30, 2004 and November 1, 2003 are based upon management’s estimate of the Company’s annualized effective tax rate.

7.	Certain Relationships and Related Transactions

      The Company operates departments within bookstores operated by Barnes & Noble, an affiliate of the Company up until November 15, 2004. The Company pays a license fee to Barnes & Noble on the gross sales of such departments. Management deems the license fee to be reasonable and based upon terms equivalent to those that would prevail in an arm’s length transaction. These charges amounted to $186 and $207 for the 13 weeks ended October 30, 2004 and November 1, 2003, respectively, and $567 and $643 for the 39 weeks ended October 30, 2004 and November 1, 2003, respectively.

      The Company participates in Barnes & Noble’s worker’s compensation, property and general liability insurance programs. The costs incurred by Barnes & Noble under these programs are allocated to the Company based upon the Company’s total payroll expense, property and equipment, and insurance claim history. Management deems the allocation methodology to be reasonable. These charges amounted to $621 and $628 for the 13 weeks ended October 30, 2004 and November 1, 2003, respectively, and $1,941 and $1,793 for the 39 weeks ended October 30, 2004 and November 1, 2003, respectively.

      In July 2003, the Company purchased an airplane from a company controlled by a member of the Board of Directors. The purchase price was $9,500 and was negotiated through an independent third party following an independent appraisal.

      In October 2004, the Board of Directors authorized a repurchase of Class B common stock held by Barnes & Noble. The Company repurchased 6,107 shares of Class B common stock at a price equal to $18.26 per share for aggregate consideration of $111,520. The repurchase price per share was determined by using a discount of 3.5% on the last reported trade of the Company’s Class A common stock on the New York Stock Exchange prior to the time of the transaction. The Company paid $37,500 in cash and issued a promissory note in the principal amount of $74,020, which is payable in installments over the next three years and bears interest at 5.5% per annum, payable when principal installments are due. Interest expense on the promissory note for the 13 weeks and 39 weeks ended October 30, 2004 totaled $328.

8.	Legal Proceedings

      On May 29, 2003, former Store Manager Carlos Moreira (“Moreira”) filed a class action lawsuit against the Company and its wholly-owned subsidiary Gamestop, Inc. (collectively “GameStop”) in Los Angeles County Superior Court alleging that GameStop’s salaried retail managers were misclassified as exempt and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

should have been paid overtime. Moreira is seeking to represent a class of current and former salaried retail managers who were employed by GameStop in California at any time between May 29, 1999 and September 30, 2004. Moreira has alleged claims for violation of California Labor Code sections 203, 226 and 1194 and California Business and Professions Code section 17200. Moreira is seeking recovery of unpaid overtime, interest, penalties, attorneys’ fees and costs. During court-ordered mediation in March 2004, the parties reached a settlement which, if finally approved by the court, would define the class of current and former salaried retail managers and would result in a cost to the Company of approximately $2,750. On September 30, 2004, the court granted preliminary approval of the settlement. The matter is now in the claims administration process. A final hearing on the fairness of the settlement is set for January 28, 2005. A provision for this proposed settlement was recorded in the 13 weeks ended May 1, 2004. Management expects that the settlement and resolution of this case will take place in fiscal 2005.

      On October 20, 2004, former Store Manager John P. Kurtz (“Kurtz”) filed a collective action lawsuit against the Company in U.S. District Court, Western District of Louisiana, Lafayette/ Opelousas Division, alleging that GameStop’s salaried retail managers were misclassified as exempt and should have been paid overtime, in violation of the Fair Labor Standards Act. Kurtz is seeking to represent all current and former salaried retail managers who were employed by GameStop for the three years before October 20, 2004. Kurtz is seeking recovery of unpaid overtime, interest, penalties, attorneys’ fees and costs. GameStop is in the process of preparing an initial response and intends to vigorously defend this action. Management does not believe there is sufficient information to estimate the amount of the possible loss, if any, resulting from the lawsuit.

      In the ordinary course of our business, the Company is, from time to time, subject to various other legal proceedings. Management does not believe that any such other legal proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s operations or financial condition.

9.	Supplemental Cash Flow Information

			39 Weeks				39 Weeks
			Ended				Ended
			October 30,				November 1,
			2004				2003
Cash paid during the period for:
	Interest		$	188			$	238
	Income taxes			13,867				50,982

10.	Acquisitions

      On June 23, 2003, the Company acquired a controlling interest in Gamesworld Group Limited (“Gamesworld”), an Ireland-based electronic games retailer, for approximately $3,340. The acquisition was accounted for using the purchase method of accounting and, accordingly, the results of operations for the period subsequent to the acquisition are included in the consolidated financial statements. The excess of purchase price over the net assets acquired, in the amount of approximately $2,930, has been recorded as goodwill. The pro forma effect assuming the acquisition of Gamesworld at the beginning of fiscal 2003 is not material.

11.	Repurchase of Equity Securities

      In March 2003, the Board of Directors authorized a common stock repurchase program for the purchase of up to $50,000 of the Company’s Class A common shares. The Company had the right to repurchase shares from time to time in the open market or through privately negotiated transactions, depending on prevailing

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

market conditions and other factors. During the 39 weeks ended October 30, 2004, the Company repurchased 959 shares at an average share price of $15.64. During the 39 weeks ended November 1, 2003, the Company repurchased 2,304 shares at an average share price of $15.19. From the inception of this repurchase program through October 30, 2004, the Company repurchased 3,263 shares at an average share price of $15.32, totaling $50,000, and, as of October 30, 2004, had no amount remaining available for purchases under this repurchase program. The repurchased shares will be held in treasury.

      In October 2004, the Board of Directors authorized a repurchase of Class B common stock held by Barnes & Noble. The Company repurchased 6,107 shares of Class B common stock at a price equal to $18.26 per share for aggregate consideration of $111,520. The Company paid $37,500 in cash and issued a promissory note in the amount of $74,020, which is payable in installments over the next three years and bears interest at 5.5% per annum, payable when principal payments are due. The repurchased shares were immediately retired.

12.	Recent Events

      In October 2004, Barnes & Noble announced that it intended to distribute to its stockholders its remaining 29,902 shares of the Company’s Class B common stock in a tax-free dividend, and set the close of regular trading on November 2, 2004 as the record date for the distribution. The distribution occurred on November 12, 2004. The Class B shares retained their super voting power of 10 votes per share and are separately listed on the New York Stock Exchange under the symbol GME.B.

13.	Shareholders’ Equity

      On October 25, 2004, the Board of Directors of the Company declared a dividend of one right (a “Right”) for each outstanding share of the Company’s Class A common stock and Class B common stock (together the “Common Stock”). The distribution of the Rights was made on October 28, 2004 to stockholders of record on that date. Each Right entitles the holder to purchase from the Company one one-thousandth of a share of a new series of preferred stock, designated as Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”), at a price of $100 per one one-thousandth of a share. The Rights will be exercisable only if a person or group acquires 15% or more of the voting power of the Company’s outstanding Common Stock or announces a tender offer or exchange offer, the consummation of which would result in such person or group owning 15% or more of the voting power of the Company’s outstanding Common Stock.

      If a person or group acquires 15% or more of the voting power of the Company’s outstanding Common Stock, each Right will entitle a holder (other than such person or any member of such group) to purchase, at the Right’s then current exercise price, a number of shares of Common Stock having a market value of twice the exercise price of the Right. In addition, if the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold at any time after the Rights have become exercisable, each Right will entitle its holder to purchase, at the Right’s then current exercise price, a number of the acquiring company’s common shares having a market value at that time of twice the exercise price of the Right. Furthermore, at any time after a person or group acquires 15% or more of the voting power of the outstanding Common Stock of the Company but prior to the acquisition of 50% of such voting power, the Board of Directors may, at its option, exchange part or all of the Rights (other than Rights held by the acquiring person or group) at an exchange rate of one one-thousandth of a share of Series A Preferred Stock or one share of the Company’s Common Stock for each Right.

      The Company will be entitled to redeem the Rights at any time prior to the acquisition by a person or group of 15% or more of the voting power outstanding Common Stock of the Company, at a price of $.01 per Right. The Rights will expire on October 28, 2014.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The Company has 5,000 shares of $.001 par value preferred stock authorized for issuance, of which 500 shares have been designated by the Board of Directors as Series A Preferred Stock and reserved for issuance upon exercise of the Rights. Each such share of Series A Preferred Stock will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such stock) and will be entitled to a preferred dividend equal to the greater of $1.00 or 1,000 times any dividend declared on the Company’s Common Stock. In the event of liquidation, the holders of Series A Preferred Stock will receive a preferred liquidation payment of $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon. Each share of Series A Preferred Stock will have 10,000 votes, voting together with the Company’s Common Stock. However, in the event that dividends on the Series A Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, holders of the Series A Preferred Stock shall have the right, voting as a class, to elect two of the Company’s Directors. In the event of any merger, consolidation or other transaction in which the Company’s Common Stock is exchanged, each share of Series A Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per share of the Company’s Common Stock. At October 30, 2004 there were no shares of Series A Preferred Stock outstanding.

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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

      The following discussion should be read in conjunction with the information contained in our consolidated financial statements, including the notes thereto. Statements regarding future economic performance, management’s plans and objectives, and any statements concerning assumptions related to the foregoing contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations constitute forward-looking statements. Certain factors, which may cause actual results to vary materially from these forward-looking statements, accompany such statements or appear in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2004 filed with the Securities and Exchange Commission on April 14, 2004 (the “Form 10-K”).

General

      We are the largest specialty retailer of video game products and PC entertainment software in the United States, based on the number of U.S. retail stores we operate and our total U.S. revenues. We sell new and used video game hardware, video game software and accessories, as well as PC entertainment software and related accessories and other merchandise. As of October 30, 2004, we operated 1,746 stores, in 49 states, the District of Columbia, Ireland, Puerto Rico and Guam, primarily under the name GameStop. We also operate an electronic commerce web site under the name gamestop.com and publish Game Informer, the largest circulation multi-platform video game magazine in the United States.

      Growth in the video game industry is driven by the introduction of new technology. In October 2000, Sony introduced PlayStation 2 and in June 2001 Nintendo introduced Game Boy Advance. Microsoft introduced Xbox and Nintendo introduced GameCube in November 2001. Nintendo introduced the Game Boy Advance SP in March 2003. Sony redesigned the PlayStation 2 and introduced it as the PSTwo in October 2004. As is typical following the introduction of new video game platforms, sales of new video game hardware generally increase as a percentage of sales in the first full year following introduction. As video game platforms mature, the sales mix attributable to complementary video game software and accessories, which generate higher gross margins, generally increases in the second and third years. The net effect is generally a decline in gross margins in the first full year following new platform releases and an increase in gross margins in the second and third years. Unit sales of maturing video game platforms are typically also driven by manufacturer-funded retail price decreases, further driving sales of related software and accessories. We expect that the installed base of these hardware platforms and sales of related software and accessories will increase in the future.

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Results of Operations

      The following table sets forth certain statement of operations items as a percentage of sales for the periods indicated:

		13 Weeks Ended								39 Weeks Ended
		October 30,				November 1,				October 30,				November 1,
		2004				2003				2004				2003
Statement of Operations Data:
Sales			100.0	%			100.0	%			100.0	%			100.0	%
Cost of sales			71.1				69.8				70.6				71.4
Gross profit			28.9				30.2				29.4				28.6
Selling, general and administrative expenses			21.9				22.3				23.3				22.3
Depreciation and amortization			2.2				2.4				2.3				2.2
Operating earnings			4.8				5.5				3.8				4.1
Interest income, net			0.1				0.0				0.0				(0.1	)
Earnings before income tax expense			4.7				5.5				3.8				4.2
Income tax expense			1.8				2.2				1.5				1.7
Net earnings			2.9	%			3.3	%			2.3	%			2.5	%

	13 Weeks Ended October 30, 2004 Compared with the 13 Weeks Ended November 1, 2003

      Sales increased by $90.7 million, or 27.8%, from $326.0 million in the 13 weeks ended November 1, 2003 to $416.7 million in the 13 weeks ended October 30, 2004. The increase in sales was primarily attributable to the additional sales resulting from 274 net new stores opened since November 1, 2003, and an 11.8% increase in comparable store sales. Stores are included in our comparable store sales base beginning in the thirteenth month of operation. The comparable store sales increase for the third quarter of 2004 was partially due to several strong new game releases and strong hardware sales, driven primarily by the launch of the PSTwo.

      Cost of sales increased by $68.8 million, or 30.2%, from $227.6 million in the 13 weeks ended November 1, 2003 to $296.4 million in the 13 weeks ended October 30, 2004. Cost of sales as a percentage of sales increased from 69.8% in the 13 weeks ended November 1, 2003 to 71.1% in the 13 weeks ended October 30, 2004. This increase was primarily the result of the shift in sales mix to lower margin new video game products.

      Selling, general and administrative expenses increased by $18.2 million, or 25.0%, from $72.9 million in the 13 weeks ended November 1, 2003 to $91.1 million in the 13 weeks ended October 30, 2004. These increases were primarily attributable to the increase in the number of stores in operation, and the related increases in store, distribution, and corporate office operating expenses, and the $2.8 million charge attributable to the professional fees related to the spin-off of our Class B common shares previously owned by Barnes & Noble. Selling, general and administrative expenses as a percentage of sales decreased from 22.3% in the 13 weeks ended November 1, 2003 to 21.9% in the 13 weeks ended October 30, 2004. The decrease in selling, general and administrative expenses as a percentage of sales was primarily due to the leverage created from strong sales volumes.

      Depreciation and amortization expense increased from $7.7 million for the 13 weeks ended November 1, 2003 to $9.3 million in the 13 weeks ended October 30, 2004. This increase of $1.6 million was due to the capital expenditures for new stores and management information systems.

      Interest income resulting from the investment of excess cash balances increased from $0.3 million in the 13 weeks ended November 1, 2003 to $0.5 million in the 13 weeks ended October 30, 2004. In addition, interest expense increased from $0.2 million in the 13 weeks ended November 1, 2003 to $0.6 million in the

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      Tax expense for the 13 weeks ended November 1, 2003 and the 13 weeks ended October 30, 2004 was based upon management’s estimate of the Company’s annualized effective tax rate, which is expected to decrease from fiscal 2003 (the 52 weeks ended January 31, 2004) to fiscal 2004 (the 52 weeks ending January 29, 2005) due to corporate restructuring. Income tax expense increased from $7.3 million for the 13 weeks ended November 1, 2003 to $7.7 million in the 13 weeks ended October 30, 2004.

      The factors described above led to an increase in operating earnings of $2.0 million, or 11.2%, from $17.9 million in the 13 weeks ended November 1, 2003 to $19.9 million in the 13 weeks ended October 30, 2004, and an increase in net earnings of $1.4 million, or 13.1%, from $10.7 million in the 13 weeks ended November 1, 2003 to $12.1 million in the 13 weeks ended October 30, 2004.

	39 Weeks Ended October 30, 2004 Compared with the 39 Weeks Ended November 1, 2003

      Sales increased by $180.6 million, or 18.9%, from $953.5 million in the 39 weeks ended November 1, 2003 to $1,134.1 million in the 39 weeks ended October 30, 2004. The increase in sales was primarily attributable to the additional sales resulting from 274 net new stores opened since November 1, 2003 and a 2.6% increase in comparable store sales.

      Cost of sales increased by $120.4 million, or 17.7%, from $680.6 million in the 39 weeks ended November 1, 2003 to $801.0 million in the 39 weeks ended October 30, 2004. Cost of sales as a percentage of sales decreased from 71.4% in the 39 weeks ended November 1, 2003 to 70.6% in the 39 weeks ended October 30, 2004. This decrease was primarily the result of the shift in sales mix to higher margin used video game products and efficiencies in freight expense from investments in our distribution network.

      Selling, general and administrative expenses increased by $51.0 million, or 24.0%, from $212.7 million in the 39 weeks ended November 1, 2003 to $263.7 million in the 39 weeks ended October 30, 2004. These increases were primarily attributable to the increase in the number of stores in operation, and the related increases in store, distribution, and corporate office operating expenses, the $2.8 million provision for the proposed California labor litigation settlement, and the $2.8 million charge attributable to the professional fees related to the spin-off of our Class B common shares previously owned by Barnes & Noble. Selling, general and administrative expenses as a percentage of sales increased from 22.3% in the 39 weeks ended November 1, 2003 to 23.3% in the 39 weeks ended October 30, 2004. The increase in selling, general and administrative expenses as a percentage of sales was primarily due to the costs associated with the continued rollout of new stores and the effect these stores have on leveraging of selling, general and administrative expenses, and due to the provision for the proposed California labor litigation settlement, the charge attributable to the professional fees related to the spin-off of our Class B common shares and investments in our international infrastructure.

      Depreciation and amortization expense increased from $20.8 million for the 39 weeks ended November 1, 2003 to $26.2 million in the 39 weeks ended October 30, 2004. This increase of $5.4 million was due to the capital expenditures for new stores and management information systems.

      Interest income resulting from the investment of excess cash balances remained constant at $1.2 million in the 39 weeks ended November 1, 2003 and $1.2 million in the 39 weeks ended October 30, 2004. Interest expense increased from $0.5 million in the 39 weeks ended November 1, 2003 to $0.9 million in the 39 weeks ended October 30, 2004. This increase in interest expense was due to the interest accrued on the note payable to Barnes & Noble in connection with the repurchase of Class B common stock.

      Tax expense for the 39 weeks ended November 1, 2003 and the 39 weeks ended October 30, 2004 was based upon management’s estimate of the Company’s annualized effective tax rate, which is expected to decrease from fiscal 2003 to fiscal 2004 due to corporate restructuring. Income tax expense increased from $16.2 million for the 39 weeks ended November 1, 2003 to $17.0 million in the 39 weeks ended October 30, 2004.

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      The factors described above led to an increase in operating earnings of $3.8 million, or 9.6%, from $39.4 million in the 39 weeks ended November 1, 2003 to $43.2 million in the 39 weeks ended October 30, 2004, and an increase in net earnings of $2.5 million, or 10.5%, from $23.9 million in the 39 weeks ended November 1, 2003 to $26.4 million in the 39 weeks ended October 30, 2004.

Seasonality

      The Company’s business, like that of many retailers, is seasonal, with the major portion of the sales and operating profit realized during the quarter which includes the holiday selling season.

Liquidity and Capital Resources

      During the 39 weeks ended October 30, 2004, cash provided by operations was $15.9 million compared to cash used in operations of $50.2 million during the 39 weeks ended November 1, 2003. In the 39 weeks ended October 30, 2004, cash provided by operations was primarily due to net income of $26.4 million, depreciation and amortization of $26.2 million and an increase in accounts payable and accrued liabilities of $11.2 million, which were offset by an increase in merchandise inventories of $51.2 million. In the 39 weeks ended November 1, 2003, cash used in operations was primarily due to an increase in merchandise inventories of $146.1 million and an increase in prepaid taxes of $16.8 million, which were offset partially by net income of $23.9 million, depreciation and amortization of $20.8 million and an increase in accounts payable and accrued liabilities of $66.0 million. The increases in accounts payable and accrued liabilities in both the 39 week-periods ended October 30, 2004 and November 1, 2003 are typical as purchases of merchandise inventories are made in anticipation of fourth quarter seasonal activity.

      Cash used in investing activities was $72.7 million and $55.3 million during the 39 weeks ended October 30, 2004 and November 1, 2003, respectively. During the 39 weeks ended October 30, 2004, our capital expenditures included approximately $21.4 million to acquire and build-out a new corporate headquarters and distribution center facility in Grapevine, Texas. The remaining $50.4 million in capital expenditures was used to open new stores, remodel existing stores and invest in information systems. During the 39 weeks ended November 1, 2003, we had capital expenditures of $51.7 million to open new stores, remodel existing stores and invest in information systems.

      Our future capital requirements will depend on the number of new stores we open and the timing of those openings within a given fiscal year. We opened 257 stores in the 39 weeks ended November 1, 2003 compared to 252 stores in the 39 weeks ended October 30, 2004 and expect to open between 300 and 330 stores in fiscal 2004. Projected capital expenditures for fiscal 2004 are approximately $90.0 million, to be used primarily to fund new store openings, purchase, improve and equip our new headquarters and distribution center and invest in distribution and information systems.

      The projected capital expenditures for fiscal 2004 include approximately $29 million to purchase, improve and equip the 420,000 square foot headquarters and distribution center facility in Grapevine, Texas which the Company acquired in March 2004. We expect that the total cost to purchase, improve and equip this facility will be approximately $32 million. The distribution systems in this facility are expected to be ready for testing in late 2004 and the facility is expected to be fully operational in 2005 and all headquarters and distribution functions will be relocated at that time.

      In June 2004, the Company amended and restated its $75.0 million senior secured revolving credit facility, which now expires in June 2009. The revolving credit facility is governed by an eligible inventory borrowing base agreement, defined as 55% of non-defective inventory, net of certain reserves. Loans incurred under the credit facility will be maintained from time to time, at the Company’s option, as: (1) Prime Rate loans which bear interest at the prime rate (defined in the credit facility as the higher of (a) the administrative agent’s announced prime rate, or (b)  1/2 of 1% in excess of the federal funds effective rate, each as in effect from time to time); or (2) LIBO Rate loans bearing interest at the LIBO Rate for the applicable interest period, in each case plus an applicable interest margin. In addition, the Company is required to pay a commitment fee, currently 0.375%, for any unused amounts of the revolving credit facility. Any borrowings under the revolving credit facility are secured by the assets of the Company. Under certain circumstances, the

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      In March 2003, the Board of Directors authorized a common stock repurchase program for the purchase of up to $50.0 million of the Company’s Class A common shares. The Company had the right to repurchase shares from time to time in the open market or through privately negotiated transactions, depending on prevailing market conditions and other factors. During the 39 weeks ended October 30, 2004, the Company repurchased 959,000 shares at an average share price of $15.64. During the 39 weeks ended November 1, 2003, the Company repurchased 2,304,000 shares at an average share price of $15.19. From the inception of this repurchase program through October 30, 2004, the Company repurchased 3,263,000 shares at an average share price of $15.32, totaling $50.0 million, and, as of October 30, 2004, had no amount remaining available for purchases under this repurchase program. The repurchased shares will be held in treasury.

      In October 2004, the Board of Directors authorized a repurchase of Class B common stock held by Barnes & Noble. The Company repurchased 6,107,000 shares of Class B common stock at a price equal to $18.26 per share for aggregate consideration of $111.5 million. The Company paid $37.5 million in cash and issued a promissory note in the principal amount of $74.0 million, which is payable in installments over the next three years and bears interest at 5.5% per annum, payable when principal payments are due. The note is unsecured. The repurchased shares were immediately retired.

      Based on our current operating plans, we believe that cash generated from our operating activities and available cash balances will be sufficient to fund our operations, store expansion and remodeling activities and corporate capital expenditure programs and service the note payable to Barnes & Noble for at least the next 12 months.

      On October 25, 2004, the Board of Directors of the Company declared a dividend of one Preferred Share Purchase Right (a “Right”) for each outstanding share of the Company’s common stock (“Common Stock”). The distribution of the Rights was automatically made on October 28, 2004 to stockholders of record on that date. No action is necessary on the part of holders of the Company’s Common Stock. Each Right entitles the holder to purchase from the Company one one-thousandth of a share of a new series of preferred stock, designated as Series A Junior Participating Preferred Stock, par value $.001 per share (the “Preferred Stock”) at a price of $100 per one one-thousandth of a share.

      The Rights will be exercisable only if a person or group acquires 15% or more of the voting power of the Company’s outstanding Common Stock or announces a tender offer or exchange offer, the consummation of which would result in such person or group owning 15% or more of the voting power of the Company’s outstanding Common Stock. Once exercisable, each Right will entitle a holder to purchase a number of shares of the Company’s Common Stock having a market value of twice the exercise price of the Right. In addition, if the Company is acquired at any time after the Rights have become exercisable, each Right will entitle its holder to purchase a number of the acquiring company’s common shares having a market value at that time of twice the exercise price of the Right. Furthermore, at any time after a person or group acquires 15% or more of the voting power of the outstanding Common Stock of the Company but prior to the acquisition of 50% of such voting power, the Board of Directors may, at its option, exchange part or all of the Rights at an exchange rate of one one-thousandth of a share of Preferred Stock or one share of the Company’s Common Stock for each Right.

      The Company will be entitled to redeem the Rights at any time prior to the acquisition by a person or group of 15% or more of the voting power of the outstanding Common Stock of the Company, at a price of $.01 per Right. The Rights will expire on October 28, 2014.

      The Company has authorized 500,000 shares of the Preferred Stock, designated by the Board of Directors as reserved for issuance upon exercise of the Rights. Each share of Preferred Stock will be entitled to certain dividend and liquidation Preferences and will be entitled to 10,000 votes, voting together with the Company’s Common Stock. In addition, in the event that dividends on the Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, holders of the Preferred Stock shall have the right to elect two of the Company’s Directors whose terms shall continue until all accrued and unpaid dividends shall have

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Critical Accounting Policies

      Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles. Preparation of these statements requires management to make judgments and estimates. Some accounting policies have a significant impact on amounts reported in these financial statements. A summary of significant accounting policies and a description of accounting policies that are considered critical may be found in our 2003 Annual Report on Form 10-K, filed on April 14, 2004, in Note 1 of “Notes to the Consolidated Financial Statements.”

Disclosure Regarding Forward-Looking Statements

      This report on Form 10-Q and other oral and written statements made by the Company to the public contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). The forward-looking statements involve a number of risks and uncertainties. A number of factors could cause our actual results, performance, achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, but are not limited to:

	•	our reliance on suppliers and vendors for new product releases;
	•	economic conditions affecting the electronic game industry;
	•	the competitive environment in the electronic game industry;
	•	our ability to open and operate new stores;
	•	our ability to successfully and efficiently transfer our headquarters and distribution center to our new facility;
	•	our ability to attract and retain qualified personnel; and
	•	other factors described in the Form 10-K, including those set forth under the caption “Business — Risk Factors.”

      In some cases, forward-looking statements can be identified by the use of terms such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “pro forma,” “should,” “seeks,” “will” or similar expressions. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on these forward-looking statements.

      Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Form 10-Q. In light of these risks and uncertainties, the forward-looking events and circumstances contained in this Form 10-Q may not occur, causing actual results to differ materially from those anticipated or implied by our forward-looking statements.

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Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Exposure

      We do not use derivative financial instruments to hedge interest rate exposure. We limit our interest rate risks by investing our excess cash balances in short-term, highly-liquid instruments with an original maturity of three months or less. We do not expect any material losses from our invested cash balances, and we believe that our interest rate exposure is modest.

Foreign Exchange Exposure

      We do not believe we have material foreign currency exposure because only a very immaterial portion of our business is transacted in other than United States currency. The Company historically has not entered into hedging transactions with respect to its foreign currency, but may do so in the future.

Item 4.	Controls and Procedures

(a)	Evaluation of Disclosure Controls and Procedures

      As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

(b)	Changes in Internal Controls

      There was no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings

      On May 29, 2003, former Store Manager Carlos Moreira (“Moreira”) filed a class action lawsuit against the Company and its wholly-owned subsidiary Gamestop, Inc. (collectively “GameStop”) in Los Angeles County Superior Court alleging that GameStop’s salaried retail managers were misclassified as exempt and should have been paid overtime. Moreira is seeking to represent a class of current and former salaried retail managers who were employed by GameStop in California at any time between May 29, 1999 and September 30, 2004. Moreira has alleged claims for violation of California Labor Code sections 203, 226 and 1194 and California Business and Professions Code section 17200. Moreira is seeking recovery of unpaid overtime, interest, penalties, attorneys’ fees and costs. During court-ordered mediation in March 2004, the parties reached a settlement which, if finally approved by the court, would define the class of current and former salaried retail managers and would result in a cost to the Company of approximately $2,750,000. On September 30, 2004, the court granted preliminary approval of the settlement. The matter is now in the claims administration process. A final hearing on the fairness of the settlement is set for January 28, 2005. A provision for this proposed settlement was recorded in the 13 weeks ended May 1, 2004. Management expects that the settlement and resolution of this case will take place in fiscal 2005.

      On October 20, 2004, former Store Manager John P. Kurtz (“Kurtz”) filed a collective action lawsuit against the Company in U.S. District Court, Western District of Louisiana, Lafayette/ Opelousas Division,

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      In the ordinary course of our business, we are from time to time subject to various other legal proceedings. We do not believe that any such other legal proceedings, individually or in the aggregate, will have a material adverse effect on our operations or financial condition.

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities(1)

										Total Number of				Maximum Dollar
										Shares Purchased as				Value of Shares that
										Part of Publicly				May Yet Be
		Total Number of				Average Price Paid				Announced Plans or				Purchased Under the
Period		Shares Purchased				per Share				Programs				Plans or Programs
August 1, 2004 - August 28, 2004			—				—				—			$	0
August 29, 2004 - October 2, 2004			6,107,338				18.26				—			$	0
October 3, 2004 - October 30, 2004			—				—				—			$	0
Total			6,107,338				18.26				—			$	0

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(1)	In October 2004, the Board of Directors authorized the repurchase of 6,107,338 of the Company’s Class B common shares from Barnes & Noble. As of October 30, 2004, the Company had no amount remaining available for purchases under any repurchase program.

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Item 6.	Exhibits

Exhibit
Number				Description
	3	.1		Amended and Restated Certificate of Incorporation.(1)
	3	.2		Bylaws.(1)
	3	.3		Certificate of Designation of Preferences and Rights of Preferred Stock, Series A of the Company.(2)
	4	.1		Rights Agreement, dated October 25, 2004, between the Company and The Bank of New York, as Rights Agent.(2)
	10	.1		Separation Agreement, dated as of January 1, 2002, between Barnes & Noble and GameStop Corp.(3)
	10	.2		Tax Disaffiliation Agreement, dated as of January 1, 2002, between Barnes & Noble and GameStop Corp.(1)
	10	.3		Insurance Agreement, dated as of January 1, 2002, between Barnes & Noble and GameStop Corp.(1)
	10	.4		Operating Agreement, dated as of January 1, 2002, between Barnes & Noble and GameStop Corp.(1)
	10	.5		2001 Incentive Plan.(3)
	10	.6		Lease, dated as of March 6, 1997, between RREEF Mid-Cities Industrial L.P. and Babbage’s Etc. LLC.(1)
	10	.7		First Amendment to Lease, dated as of December 30, 1999, between RREEF Mid-Cities Industrial L.P. and Babbage’s Etc. LLC.(1)
	10	.8		Registration Rights Agreement, dated as of January 1, 2002, between Barnes & Noble and GameStop Corp.(1)
	10	.9		Amended and Restated Credit Agreement, dated as of June 21, 2004.(4)
	10	.10		Amended and Restated Security Agreement, dated as of June 21, 2004.(4)
	10	.11		Amended and Restated Securities Collateral Pledge Agreement, dated as of June 21, 2004, between GameStop Corp. and Fleet Retail Group, Inc., as Administrative Agent.(4)
	10	.12		Amended and Restated Securities Collateral Pledge Agreement, dated as of June 21, 2004, between GameStop, Inc. and Fleet Retail Group, Inc., as Administrative Agent.(4)
	10	.13		Securities Collateral Pledge Agreement, dated as of June 21, 2004, between GameStop of Texas (GP), LLC and Fleet Retail Group, Inc., as Administrative Agent.(4)
	10	.14		Securities Collateral Pledge Agreement, dated as of June 21, 2004, between GameStop (LP), LLC and Fleet Retail Group, Inc., as Administrative Agent.(4)
	10	.15		Amended and Restated Patent and Trademark Securities Agreement, dated as of June 21, 2004.(4)
	10	.16		Stock Purchase Agreement, dated as of October 1, 2004, by and among the Company, B&N Gamestop Holding Corp. and Barnes & Noble.(5)
	10	.17		Promissory Note, dated as of October 1, 2004, made by the Company in favor of B&N GameStop Holding Corp.(5)
	31	.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31	.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32	.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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(1)	Incorporated by reference to the Registrant’s Amendment No. 3 to Form S-1 filed with the Securities and Exchange Commission on January 24, 2002 (No. 333-68294).
(2)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on October 28, 2004.

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(3)	Incorporated by reference to the Registrant’s Amendment No. 4 to Form S-1 filed with the Securities and Exchange Commission on February 5, 2002 (No. 333-68294).
(4)	Incorporated by reference to the Registrant’s Form 10-Q for the fiscal quarter ended July 31, 2004 filed with the Securities and Exchange Commission on September 7, 2004.
(5)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on October 5, 2004.

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SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GAMESTOP CORP.

	By:	/s/ DAVID W. CARLSON

	David W. Carlson
	Executive Vice President and
	Chief Financial Officer
	(Principal Accounting and
	Financial Officer)

Date: December 9, 2004

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EXHIBIT INDEX

Exhibit
Number				Description
	3	.1		Amended and Restated Certificate of Incorporation.(1)
	3	.2		Bylaws.(1)
	3	.3		Certificate of Designation of Preferences and Rights of Preferred Stock, Series A of the Company.(2)
	4	.1		Rights Agreement, dated October 25, 2004, between the Company and The Bank of New York, as Rights Agent.(2)
	10	.1		Separation Agreement, dated as of January 1, 2002, between Barnes & Noble and GameStop Corp.(3)
	10	.2		Tax Disaffiliation Agreement, dated as of January 1, 2002, between Barnes & Noble and GameStop Corp.(1)
	10	.3		Insurance Agreement, dated as of January 1, 2002, between Barnes & Noble and GameStop Corp.(1)
	10	.4		Operating Agreement, dated as of January 1, 2002, between Barnes & Noble and GameStop Corp.(1)
	10	.5		2001 Incentive Plan.(3)
	10	.6		Lease, dated as of March 6, 1997, between RREEF Mid-Cities Industrial L.P. and Babbage’s Etc. LLC.(1)
	10	.7		First Amendment to Lease, dated as of December 30, 1999, between RREEF Mid-Cities Industrial L.P. and Babbage’s Etc. LLC.(1)
	10	.8		Registration Rights Agreement, dated as of January 1, 2002, between Barnes & Noble and GameStop Corp.(1)
	10	.9		Amended and Restated Credit Agreement, dated as of June 21, 2004.(4)
	10	.10		Amended and Restated Security Agreement, dated as of June 21, 2004.(4)
	10	.11		Amended and Restated Securities Collateral Pledge Agreement, dated as of June 21, 2004, between GameStop Corp. and Fleet Retail Group, Inc., as Administrative Agent.(4)
	10	.12		Amended and Restated Securities Collateral Pledge Agreement, dated as of June 21, 2004, between GameStop, Inc. and Fleet Retail Group, Inc., as Administrative Agent.(4)
	10	.13		Securities Collateral Pledge Agreement, dated as of June 21, 2004, between GameStop of Texas (GP), LLC and Fleet Retail Group, Inc., as Administrative Agent.(4)
	10	.14		Securities Collateral Pledge Agreement, dated as of June 21, 2004, between GameStop (LP), LLC and Fleet Retail Group, Inc., as Administrative Agent.(4)
	10	.15		Amended and Restated Patent and Trademark Securities Agreement, dated as of June 21, 2004.(4)
	10	.16		Stock Purchase Agreement, dated as of October 1, 2004, by and among the Company, B&N Gamestop Holding Corp. and Barnes & Noble.(5)
	10	.17		Promissory Note, dated as of October 1, 2004, made by the Company in favor of B&N GameStop Holding Corp.(5)
	31	.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31	.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32	.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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(1)	Incorporated by reference to the Registrant’s Amendment No. 3 to Form S-1 filed with the Securities and Exchange Commission on January 24, 2002 (No. 333-68294).

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(2)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on October 28, 2004.
(3)	Incorporated by reference to the Registrant’s Amendment No. 4 to Form S-1 filed with the Securities and Exchange Commission on February 5, 2002 (No. 333-68294).
(4)	Incorporated by reference to the Registrant’s Form 10-Q for the fiscal quarter ended July 31, 2004 filed with the Securities and Exchange Commission on September 7, 2004.
(5)	Incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on October 5, 2004.

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