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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

November 18, 2010

GAMESTOP CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-32637	20-2733559
(State or other jursidiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

625 Westport Parkway, Grapevine, TX	76051
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(817) 424-2000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

On November 18, 2010, GameStop Corp. issued a press release announcing its financial results for its third quarter ended October 30, 2010. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained in this Current Report, including the exhibit, shall not be incorporated by reference into any filing of GameStop Corp., whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued by GameStop Corp., dated November 18, 2010.

SIGNATURES

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 hereunto duly authorized.

		GAMESTOP CORP.
		(Registrant)

Date:	November 18, 2010
		/s/ Robert A. Lloyd
		Name:	Robert A. Lloyd
		Title:	Chief Financial Officer

Table of Contents

GAMESTOP CORP.

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by GameStop Corp., dated November 18, 2010

Exhibit 99.1

GameStop Reports Third Quarter 2010 Results

Earnings Per Share of $0.38 Exceeds Street Estimates; Raising Full Year Guidance

New Software Sales Increase 9%

Digital Technologies Rolled Out for Holidays

GRAPEVINE, Texas--(BUSINESS WIRE)--November 18, 2010--GameStop Corp. (NYSE: GME), the world’s largest video game and entertainment software retailer, today reported record sales and earnings for the third fiscal quarter ended October 30, 2010.

Financial Results

Total sales for the third quarter increased 3.5% to $1.90 billion, in comparison to $1.83 billion in the prior year quarter. Continued significant market share gains on a strong slate of new title releases drove a 9% increase in new software sales.

U.S. segment comparable store sales were 5.3%, while total company comparable store sales increased 1.1%. New software sales were strong worldwide, but weakness in international hardware sales negatively affected the international comparable store sales. The shift in sales mix had a positive result on the company’s gross margins and net earnings.

The top five selling games during the quarter were Microsoft’s Halo: Reach, Madden NFL 2011 from Electronic Arts, Fallout: New Vegas by Bethesda Softworks, NBA 2K11 from 2K Sports and Medal of Honor from Electronic Arts.

Net earnings for the third quarter increased 4.8% to $54.7 million, including $6.0 million of debt retirement costs ($3.8 million net of tax benefits), as compared to net earnings of $52.2 million, including $2.5 million of debt retirement costs ($1.6 million net of tax benefits), in the prior year quarter. Diluted earnings per share increased 16.1% to $0.36, including $0.02 of debt retirement costs, as compared to $0.31, including $0.01 of debt retirement costs, in the prior year quarter. Excluding debt retirement costs, GameStop’s diluted earnings per share were $0.38, achieving the high-end of company guidance.

During the quarter, the company repurchased and retired 2,611,993 shares of its common stock at an average cost of $18.91 per share under its current $300 million share repurchase program.

J. Paul Raines, Chief Executive Officer, stated, “Our global retail team increased revenues, expanded gross margins and maintained tight expense control which led to solid earnings growth. Based on brisk sales trends of new software titles and motion controller launches, we are enthusiastic about our business and have raised our full year earnings guidance.”

Dan DeMatteo, Executive Chairman, commented, “Several technology and consumer initiatives have entered the market, each of them strengthening our core business and establishing GameStop as the retail leader in providing consumers with exciting ways to experience video gaming. The PowerUp Rewards™ Loyalty Program, Kongregate.com, in-store digital content sales and a re-tooled gamestop.com were all implemented to expand market share and increase our share of wallet. Lastly, the on-going execution of share buybacks and debt retirement reinforces our commitment to exercise disciplined capital allocation practices to maximize shareholder returns.”

Year-to-date, GameStop has opened 156 net new stores: 89 in the U.S., 47 in Europe, 8 in Canada and 12 in Australia/New Zealand.

Updated Guidance

GameStop is raising its full year diluted earnings per share guidance range from $2.58 to $2.68 to $2.63 to $2.69, excluding debt retirement costs, representing a 16% to 19% increase over fiscal 2009. The company projects fourth quarter diluted earnings per share to range from $1.53 to $1.59, an increase of 19% to 23% over the prior year quarter.

The company expects comparable store sales for the fourth quarter to range from 2.0% to 4.0% and full year comparable store sales are still expected to range from flat to 2.0%.

About GameStop

GameStop Corp. (NYSE: GME), a Fortune 500 and S&P 500 company headquartered in Grapevine, Texas, is the world's largest multi-channel video game retailer. GameStop’s retail network and family of brands include 6,606 company-operated stores in 17 countries worldwide, www.Kongregate.com, a leading browser based game site with more than 10 million monthly unique visitors, and Game Informer(R) magazine, the leading multi-platform video game publication. The company also sells video games and related merchandise at www.GameStop.com. General information on GameStop Corp. can be obtained at the company's corporate website.

Safe Harbor

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, the outlook for fiscal 2010, future financial and operating results, projected store openings, the company's plans, objectives, expectations and intentions, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of GameStop's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. GameStop undertakes no obligation to publicly update or revise any forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the inability to obtain sufficient quantities of product to meet consumer demand, including console hardware; the timing of release of video game titles for next generation consoles; the risks associated with expanded international operations and the integration of acquisitions; the impact of increased competition and changing technology, including alternative methods of distribution, in the video game industry; and economic, regulatory and other events, including litigation, that could reduce or impact consumer demand or affect the company’s business. Additional factors that could cause GameStop's results to differ materially from those described in the forward-looking statements can be found in GameStop's Annual Report on Form 10-K for the fiscal year ended January 30, 2010 filed with the SEC and available at the SEC's Internet site at http://www.sec.gov or http://investor.gamestop.com.


GameStop Corp.
Statements of Operations
(in thousands, except per share data)

	13 weeks			13 weeks
	ended			ended
	Oct 30, 2010			Oct 31, 2009

Sales	$	1,899,152		$	1,834,727
Cost of sales		1,352,835			1,311,643

Gross profit		546,317			523,084

Selling, general and administrative
expenses		408,854			391,210
Depreciation and amortization		44,670			41,605

Operating earnings		92,793			90,269

Interest expense, net		9,669			10,466
Debt extinguishment expense		5,966			2,461

Earnings before income
tax expense		77,158			77,342

Income tax expense		22,846			25,117

Consolidated net income		54,312			52,225
Net loss attributable to noncontrolling interests		396			-
Consolidated net income attributable to GameStop	$	54,708		$	52,225

Net income per common share:
Basic¹	$	0.36		$	0.32
Diluted¹	$	0.36		$	0.31

Weighted average common shares
outstanding:
Basic		150,709			164,702
Diluted		153,276			168,113



Percentage of Sales:

Sales		100.0	%		100.0	%
Cost of sales		71.2	%		71.5	%

Gross profit		28.8	%		28.5	%

SG&A expenses		21.5	%		21.3	%
Depreciation and amortization		2.4	%		2.3	%

Operating earnings		4.9	%		4.9	%

Interest expense, net		0.5	%		0.6	%
Debt extinguishment expense		0.3	%		0.1	%

Earnings before income
tax expense		4.1	%		4.2	%

Income tax expense		1.2	%		1.4	%
Consolidated net income		2.9	%		2.8	%

Net loss attributable to noncontrolling interests		0.0	%		0.0	%

Consolidated net income attributable to GameStop		2.9	%		2.8	%

¹Basic net income per share and diluted net income per share are calculated based on consolidated net income attributable to GameStop.


GameStop Corp.
Statements of Operations
(in thousands, except per share data)

	39 weeks			39 weeks
	ended			ended
	Oct 30, 2010			Oct 31, 2009

Sales	$	5,780,942		$	5,553,984
Cost of sales		4,147,018			3,993,381

Gross profit		1,633,924			1,560,603

Selling, general and administrative
expenses		1,217,654			1,151,815
Depreciation and amortization		129,418			119,109

Operating earnings		286,852			289,679

Interest expense, net		29,281			33,422
Debt extinguishment expense		5,966			5,323

Earnings before income
tax expense		251,605			250,934

Income tax expense		82,626			89,591

Consolidated net income		168,979			161,343
Net loss attributable to noncontrolling interests		1,244			-
Consolidated net income attributable to GameStop	$	170,223		$	161,343

Net income per common share:
Basic¹	$	1.12		$	0.98
Diluted¹	$	1.10		$	0.96

Weighted average common shares
outstanding:
Basic		151,841			164,604
Diluted		154,638			167,981



Percentage of Sales:

Sales		100.0	%		100.0	%
Cost of sales		71.7	%		71.9	%

Gross profit		28.3	%		28.1	%

SG&A expenses		21.1	%		20.7	%
Depreciation and amortization		2.2	%		2.2	%

Operating earnings		5.0	%		5.2	%

Interest expense, net		0.5	%		0.6	%
Debt extinguishment expense		0.1	%		0.1	%

Earnings before income
tax expense		4.4	%		4.5	%

Income tax expense		1.5	%		1.6	%
Consolidated net income		2.9	%		2.9	%

Net loss attributable to noncontrolling interests		0.0	%		0.0	%

Consolidated net income attributable to GameStop		2.9	%		2.9	%

¹ Basic net income per share and diluted net income per share are calculated based on consolidated net income attributable to GameStop.


GameStop Corp.
Balance Sheets
(in thousands, except per share data)

			Oct 30,			Oct 31,
			2010			2009
ASSETS:
Current assets:
	Cash and cash equivalents		$	181,062		$	292,027
	Receivables, net			58,845			52,543
	Merchandise inventories			1,942,416			1,733,962
	Prepaid expenses and other current assets			95,916			91,059
	Deferred taxes			21,808			24,503
		Total current assets		2,300,047			2,194,094

Property and equipment:
	Land			24,328			11,819
	Buildings & leasehold improvements			564,943			516,492
	Fixtures and equipment			785,748			692,660
				1,375,019			1,220,971
	Less accumulated depreciation and amortization			768,951			629,276
		Net property and equipment		606,068			591,695

Goodwill, net				2,004,636			1,978,987
Other noncurrent assets				304,314			318,547
		Total assets	$	5,215,065		$	5,083,323


LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
	Accounts payable		$	1,514,627		$	1,328,041
	Accrued liabilities			564,283			510,296
		Total current liabilities		2,078,910			1,838,337


Other long-term liabilities				118,043			111,127
Senior notes payable, net of discount				248,903			447,121
		Total liabilities		2,445,856			2,396,585

Stockholders' equity:
	Preferred stock - authorized 5,000 shares; no shares
		issued or outstanding		--			--
	Class A common stock - $.001 par value; authorized 300,000 shares;
		151,369 and 164,752 shares outstanding,
		respectively		151			165
	Additional paid-in-capital			1,034,858			1,334,481
	Accumulated other comprehensive income			167,624			170,259
	Retained earnings			1,567,978			1,181,833
		Equity attributable to GameStop Corp. stockholders		2,770,611			2,686,738
	Equity attributable to noncontrolling interest			(1,402	)		-
		Total equity		2,769,209			2,686,738
		Total liabilities and stockholders' equity	$	5,215,065		$	5,083,323


Schedule I
GameStop Corp.
Sales Mix


	13 Weeks Ended				13 Weeks Ended
	Oct 30, 2010				Oct 31, 2009
			Percent				Percent
	Sales		of Total		Sales		of Total
Sales (in millions):

New video game hardware	$	276.0	14.5	%	$	321.4	17.5	%
New video game software		839.1	44.2	%		769.4	41.9	%
Used video game products		528.0	27.8	%		507.7	27.7	%
Other		256.1	13.5	%		236.2	12.9	%

Total	$	1,899.2	100.0	%	$	1,834.7	100.0	%





Schedule II
GameStop Corp.
Gross Profit Mix


	13 Weeks Ended				13 Weeks Ended
	Oct 30, 2010				Oct 31, 2009
			Gross				Gross
	Gross		Profit		Gross		Profit
	Profit		Percent		Profit		Percent

Gross Profit (in millions):

New video game hardware	$	21.7	7.9	%	$	26.8	8.3	%
New video game software		182.4	21.7	%		173.8	22.6	%
Used video game products		250.2	47.4	%		240.0	47.3	%
Other		92.0	35.9	%		82.5	34.9	%

Total	$	546.3	28.8	%	$	523.1	28.5	%

CONTACT:
Media Contact:
Chris Olivera
Vice President,
Corporate Communications
GameStop Corp.
(817) 424-2130
or
Investor Contact:
Matt Hodges
Director,
Investor Relations
GameStop Corp.
(817) 424-2130