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

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))

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 Nov. 15, 2012, GameStop Corp. (“the Company”) issued a press release announcing its financial results for its third quarter ended Oct. 27, 2012.  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.

On Nov. 13, 2012, GameStop Corp.’s Board of Directors approved a cash dividend to its stockholders. The quarterly dividend of $0.25 per share will be paid on Dec. 12, 2012 to stockholders of record on the close of business on Nov. 28, 2012. Additionally, GameStop Corp. announced that its Board of Directors has authorized $500 million of funds to be used in the Company’s share repurchase plan. This new authorization replaces the $500 million stock repurchase plan announced in March 2012, which had approximately $241.6 million remaining at the time of the new authorization. These announcements were included in a press release distributed on Nov. 15, 2012. A copy of the press release is attached hereto as Exhibit 99.1.

Under the repurchase program, the Company may purchase shares of issued and outstanding Class A Common Stock, par value $0.001 per share, through open market purchases or privately negotiated transactions in compliance with Securities and Exchange Commission regulations and other legal requirements.

The timing and actual amount of share repurchases will depend on several factors including price, capital availability and other market conditions. This repurchase program does not have any specific limitations and may be suspended or terminated at any time.

(d)       Exhibits

99.1                Press Release issued by GameStop Corp., dated Nov. 15, 2012.

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.

EXHIBIT INDEX

Exhibit 99.1

GameStop Reports Third Quarter 2012 Results

Company increases share repurchase authorization to $500 million

Company declares $0.25 quarterly dividend

GRAPEVINE, Texas--(BUSINESS WIRE)--November 15, 2012--GameStop Corp. (NYSE: GME), the world’s largest multichannel video game retailer, today reported sales and earnings for the third quarter ended Oct. 27, 2012.

Third Quarter Results

Total global sales for the third quarter of 2012 were $1.77 billion compared to $1.95 billion in the prior year quarter, a decrease of 8.9%. Consolidated comparable store sales decreased 8.3%. Sales of new software, pre-owned software and new hardware declined during the quarter due to the longevity of the current console cycle and the difficult comparison of major new software titles released during the third quarter of 2012.

Sales in the Other category increased 31.1% during the quarter, primarily driven by new business channels. Digital receipts increased 31.8% to $127 million. Mobile sales, made up of tablet and pre-owned mobile products, were $43.2 million, on course to reach the company’s 2012 forecast of $150 to $200 million.

Excluding impairment charges, GameStop’s adjusted net earnings for the third quarter were $47.2 million compared to adjusted net earnings of $53.9 million in the prior year quarter. Adjusted diluted earnings per share were $0.38, exceeding the high-end of guidance by $0.02 per share.

Paul Raines, chief executive officer, stated, “Diligent operational efforts in a tough video game market as well as continued margin expansion of 200 basis points resulted in third quarter earnings exceeding expectations. We are now focused on delivering a successful holiday quarter driven by great titles, an unrivaled loyalty program, exciting new businesses and the Wii U launch.”

During the third quarter, GameStop recorded goodwill and other impairment charges of $678.8 million ($671.5 million, net of tax benefits) primarily as a result of finalizing a previously disclosed interim impairment test of the company’s goodwill and other intangible assets. This impairment test was required under ASC 350 of generally accepted accounting principles due to a temporary decline in the company’s stock price during the second quarter. The charges primarily relate to GameStop’s international reporting segments and are non-cash charges, which do not affect future operations, cash flows or liquidity position. A reconciliation of non-GAAP, or adjusted, net income to GAAP net income (loss) is included with this release (Schedule III).

Including the impairment charge, GameStop’s net loss for the third quarter was $624.3 million, compared to net earnings of $53.9 million in the prior year quarter. Diluted loss per share was $5.08, compared to diluted earnings per share of $0.39 in the prior year quarter.

Capital Allocation Update

During the third quarter of 2012, GameStop repurchased 3.7 million shares of common stock at an average price of $20.59, or $76.8 million worth of stock. Today, the company also announced that the board of directors has approved a new $500 million share repurchase plan, replacing the remaining $242 million available on the existing authorization.

Rob Lloyd, chief financial officer, said, “During the quarter, we reached an important milestone of repurchasing $1 billion of our stock since 2009. Our on-going buyback program and quarterly dividends highlight our commitment to improving total shareholder return through disciplined capital allocation.”

GameStop’s board of directors also declared a quarterly cash dividend of $0.25 per common share payable on Dec. 12, 2012 to shareholders of record at the close of business on Nov. 28, 2012.

Earnings Guidance

For the fourth quarter of fiscal 2012, GameStop expects comparable store sales to range from -7.0% to +1.0%. Diluted earnings per share are expected to range from $2.07 to $2.27. For the full year, the company is maintaining its previously announced adjusted diluted earnings per share guidance range of $3.10 to $3.30, excluding goodwill and impairment charges, based on weighted average fully diluted shares outstanding of approximately 127,000,000. Incorporating third quarter results, full year comparable store sales are now expected to range from -9.0% to -6.0%.

Note: Current guidance only includes the effect of the shares purchased thus far in fiscal 2012.

Conference Call and Webcast Information

GameStop will host a conference call at 10:00 a.m. CST on Nov. 15, 2012 to discuss the third quarter earnings results. The dial-in number for the call is 800-723-6751 and the pass code is 2817495. The call can also be accessed at GameStop Corp.’s investor relations website at http://investor.GameStop.com/. The conference call will be archived for two months on GameStop’s investor website.

About GameStop

GameStop Corp. (NYSE: GME), a Fortune 500 and S&P 500 company headquartered in Grapevine, Texas, is the world's largest multichannel video game retailer. GameStop’s retail network and family of brands include 6,650 company-operated stores in 15 countries worldwide and online at www.GameStop.com. The network also includes: www.Kongregate.com, a leading browser-based game site; Game Informer(R) magazine, the leading multi-platform video game publication; Spawn Labs, a streaming technology company; and a digital PC game distribution platform available at www.GameStop.com/pc.

General information on GameStop Corp. can be obtained at the company's corporate website. Follow GameStop on Twitter @ www.twitter.com/GameStop and find GameStop on Facebook @ www.facebook.com/GameStop.

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 the fourth quarter and fiscal 2012, 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 and accessories; the timing of release of video game titles for current generation consoles; the launch of next generation consoles and the features of such consoles; the cyclical nature of the video game industry; the risks associated with international operations and the integration of acquisitions; the impact of increased competition and changing technology in the video game industry, including browser and mobile games and alternative methods of distribution; 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 Jan. 28, 2012 filed with the SEC and available at the SEC's Internet site at http://www.sec.gov or http://investor.GameStop.com.

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

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

CONTACT:
Matt Hodges
Vice President,
Public and Investor Relations
GameStop Corp.
(817) 424-2130