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CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

On November 19, 2003, GameStop Corp. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended November 1, 2003. A copy of this press release is attached hereto as Exhibit 99.1.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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.


	Media Contact: Lori M. Milovich Director, Public & Investor Relations GameStop Corp. (817) 424-2130		Investor Contact: David W. Carlson Executive Vice President & Chief Financial Officer GameStop Corp. (817) 424-2130

Grapevine, TX (November 19, 2003) – GameStop Corp. (NYSE: GME), the nation’s largest video game and entertainment software specialty retailer, today reported sales and earnings for the third quarter ended November 1, 2003.

GameStop sales increased 14% to $326.0 million in the third quarter of 2003, compared with $286.7 million in the prior year quarter. Both new and used video game software sales were very strong, growing by 18%, with strong performances from new titles such as “Soul Calibur II” from Namco, “Madden NFL 2004” and “NBA Live 2004” from Electronic Arts Inc., and “WWE Smackdown: Here Comes The Pain” from THQ, Inc.

Comparable store sales declined by 1.9% during the third quarter compared to last year’s third quarter, which had comparable store sales of 30.3% that were fueled by the release of “Grand Theft Auto: Vice City,” the best selling video game ever. Net earnings for the third quarter increased 9% to $10.7 million, or $0.18 per diluted share, at the high end of our previously issued guidance, compared with net earnings of $9.8 million, or $0.16 per diluted share, in the prior year quarter.

New store sales performance in stores opened over the last 24 months continued to be strong, exceeding expectations, including the 83 stores opened during this quarter, and was a significant contributor to the overall sales growth of 14%.

“I am particularly happy with our third quarter performance in that virtually all elements of our business came together as planned. Our new title software sales were strong, our used sales benefited from a better inventory position in the quarter, the early stages of our holiday re-merchandising efforts have improved our customer’s shopping experience at many of our stores, and our gross margin was very strong,” said R. Richard Fontaine, Chairman and CEO. “In addition, our new store performance and effectiveness in site selection have come together so well that we will exceed our original store count for the year, and should finish the year with 300 new stores. We are very well positioned to continue this momentum into the holiday season.”

Guidance for the fourth quarter assumes comparable store sales ranging from –2.0% to +2.0%, with earnings per diluted share between $0.62 and $0.66. We continue to believe that full-year 2003 earnings per diluted share will range from $1.02 to $1.06.

During the first quarter of fiscal 2003, GameStop implemented FASB Emerging Issues Task Force Issue 02-16 (EITF 02-16), which deals with the accounting for vendor rebates, advertising allowances, and other cash consideration received from vendors. EITF 02-16 stipulates that cash consideration received from a vendor should be presumed to be a reduction of the prices of vendors’ products and should, therefore, be shown as a reduction in the cost of sales when recognized in the reseller’s statements of operations. The only exceptions to this rule are if the vendor receives an identifiable benefit or if the reimbursement is for specific, incremental, identifiable costs. If the amount of cash consideration received exceeds the cost being reimbursed, that excess amount should be characterized as a reduction of cost of sales when recognized in the reseller’s statements of operations. This new standard is effective prospectively for new arrangements, including modifications of existing arrangements, entered into after December 31, 2002. We expect that the implementation of EITF 02-16 will reduce fiscal 2003 net earnings by approximately $0.03 per diluted share due to the deferral of vendor allowances reported as a reduction in merchandise inventories. As of November 1, 2003, approximately $2.2 million in vendor allowances have been deferred and will be recognized in cost of sales as the inventory is sold. EITF 02-16 also requires the reclassification of a portion of GameStop’s vendor allowances earned in fiscal 2003 from selling, general and administrative expense to cost of goods sold. In Schedules I and II, we have presented both this year’s and last year’s third quarter and year to date results on a pro forma basis as if EITF 02-16 had been implemented prior to the beginning of fiscal 2002.

A conference call with GameStop Corp.’s management will be simulcast on the Web at (http://www.gamestop.com) beginning at 5:00 PM ET on November 19, 2003, and will be accessible at (http://www.gamestop.com/investor-relations), where it will be archived until December 3, 2003.

Headquartered in Grapevine, TX, GameStop Corp. (NYSE: GME) is the nation’s largest video game and entertainment software specialty retailer. The company operates 1,472 retail stores throughout 49 states, Puerto Rico and Ireland, primarily under the GameStop® brand. In addition, the company owns a commerce-enabled Web property, GameStop.com, and Game Informer® magazine, a leading video and computer game publication.

GameStop Corp. sells the most popular new software, hardware and game accessories for the PC and next generation video game systems from Sony, Nintendo, and Microsoft, and is also the industry’s largest reseller of used video games. In addition, the company sells computer and video game magazines and strategy guides, action figures, and other related merchandise to more than 30 million customers.

Barnes and Noble, Inc. (NYSE: BKS), the world’s largest bookseller, has approximately a 60 percent interest in GameStop. General information on GameStop Corp. can be obtained via the Internet by visiting the company’s corporate Website: http://www.gamestop.com/investor-relations/

This press release (including the attached schedules) contains “forward-looking statements.” GameStop Corp. is including this statement for the express purpose of availing itself of the protections of the safe harbor provided by the Private Securities Litigation Reform Act of 1995 with respect to all such forward-looking statements. These forward-looking statements are based on currently available information and represent the beliefs of the management of the company. These statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks include, but are not limited to, general economic and market conditions, seasonality, decreased consumer demand for the company’s products, possible disruptions in the company’s computer or telephone systems,

possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, possible disruptions or delays in the opening of new stores or the inability to obtain suitable sites for new stores, higher than anticipated store closing or relocation costs, higher interest rates, the performance of the company’s online and other initiatives, the successful integration of acquired businesses, unanticipated increases in merchandise or occupancy costs, unanticipated adverse litigation results or effects, product shortages, and other factors which may be outside of the company’s control. In addition, the video game industry has historically been cyclical in nature and dependent upon the introduction of new generation systems and related interactive software. Please refer to the company’s reports on file with the SEC for a more detailed discussion of these and other risks that could cause results to differ materially.


			13 weeks			13 weeks
			ended			ended
			November 1, 2003			November 2, 2002

Sales			$	326,042		$	286,728
Cost of sales				227,568			212,883

	Gross profit			98,474			73,845
Selling, general and administrative expenses				72,865			52,001
Depreciation and amortization				7,718			5,862

Operating earnings				17,891			15,982
Interest expense (income), net				(62	)		(380	)

Earnings before income tax expense				17,953			16,362
Income tax expense				7,260			6,577

Net earnings			$	10,693		$	9,785

Earnings per common share:
		Basic	$	0.19		$	0.17
		Diluted	$	0.18		$	0.16
Weighted average common shares outstanding:
		Basic		55,767			56,931
		Diluted		59,431			61,111


Percentage of sales:
Sales	100.0	%	100.0	%
Cost of sales	69.8	%	74.2	%

Gross profit	30.2	%	25.8	%
SG&A expenses	22.3	%	18.2	%
Depreciation and amortization	2.4	%	2.0	%

Operating earnings	5.5	%	5.6	%
Interest expense (income), net	—		(0.1	)%

Earnings before income tax expense	5.5	%	5.7	%
Income tax expense	2.2	%	2.3	%

Net earnings	3.3	%	3.4	%


			39 weeks			39 weeks
			ended			ended
			November 1, 2003			November 2, 2002

Sales			$	953,457		$	832,395
Cost of sales				680,559			616,014

	Gross profit			272,898			216,381
Selling, general and administrative expenses				212,662			165,217
Depreciation and amortization				20,807			16,605

Operating earnings				39,429			34,559
Interest expense (income), net				(648	)		(255	)

Earnings before income tax expense				40,077			34,814
Income tax expense				16,167			13,997

Net earnings			$	23,910		$	20,817

Earnings per common share:
		Basic	$	0.42		$	0.37
		Diluted	$	0.40		$	0.34
Weighted average common shares outstanding:
		Basic		56,538			56,039
		Diluted		59,953			60,372


Percentage of sales:
Sales	100.0	%	100.0	%
Cost of sales	71.4	%	74.0	%

Gross profit	28.6	%	26.0	%
SG&A expenses	22.3	%	19.9	%
Depreciation and amortization	2.2	%	2.0	%

Operating earnings	4.1	%	4.1	%
Interest expense (income), net	(0.1	)%	(0.1	)%

Earnings before income tax expense	4.2	%	4.2	%
Income tax expense	1.7	%	1.7	%

Net earnings	2.5	%	2.5	%


			November 1,		November 2,
			2003		2002

ASSETS:
Current assets:
	Cash and cash equivalents		$	91,577	$	125,121
	Receivables, net			8,013		7,461
	Merchandise inventories			309,691		268,393
	Prepaid expenses and other current assets			10,964		8,976
	Prepaid taxes			16,798		—
	Deferred taxes			6,034		3,418

		Total current assets		443,077		413,369

Property and equipment:
	Leasehold improvements			52,287		36,413
	Fixtures and equipment			124,498		77,590

				176,785		114,003
	Less accumulated depreciation and amortization			76,067		49,854

		Net property and equipment		100,718		64,149

Goodwill, net				320,826		317,957
Other noncurrent assets				1,401		1,148

		Total assets	$	866,022	$	796,623

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
	Accounts payable		$	239,184	$	209,491
	Accrued liabilities			75,334		66,388

		Total current liabilities		314,518		275,879
Deferred taxes				5,574		3,065
Other long-term liabilities				3,314		2,777

		Total liabilities		323,406		281,721


Stockholders’ equity:
	Preferred stock — authorized 5,000 shares; no shares issued or outstanding			—			—
	Class A common stock — $.001 par value; authorized 300,000 shares; 21,674 and 20,971 shares issued and
		outstanding, respectively		22			21
	Class B common stock — $.001 par value; authorized 100,000 shares; 36,009 shares issued and outstanding			36			36
	Additional paid-in-capital			499,059			491,812
	Accumulated other comprehensive loss			(25	)		—
	Retained earnings			78,530			23,033
	Treasury stock, at cost, 2,304 and 0 shares, respectively			(35,006	)		—

		Total stockholders’ equity		542,616			514,902

		Total liabilities and stockholders’ equity	$	866,022		$	796,623

Schedule I
GameStop Corp.
Pro-Forma Statement of Operations
(in thousands, except per share data)


			13 weeks			13 weeks
			ended			ended
			November 1, 2003			November 2, 2002

Sales			$	326,042		$	286,728
Cost of sales (1)				226,401			201,856

	Gross profit			99,641			84,872
Selling, general and administrative expenses (1)				72,865			63,158
Depreciation and amortization				7,718			5,862

Operating earnings				19,058			15,852
Interest expense (income), net				(62	)		(380	)

Earnings before income tax expense				19,120			16,232
Income tax expense				7,687			6,525

Net earnings			$	11,433		$	9,707

Net earnings per common share:
		Basic	$	0.21		$	0.17
		Diluted	$	0.19		$	0.16
Weighted average common shares outstanding:
		Basic		55,767			56,931
		Diluted		59,431			61,111


Percentage of sales:
Sales	100.0	%	100.0	%
Cost of sales	69.4	%	70.4	%

Gross profit	30.6	%	29.6	%
SG&A expenses	22.4	%	22.0	%
Depreciation and amortization	2.4	%	2.0	%

Operating earnings	5.8	%	5.6	%
Interest expense (income), net	—		(0.1	)%

Earnings before income tax expense	5.8	%	5.7	%
Income tax expense	2.3	%	2.3	%

Net earnings	3.5	%	3.4	%

(1)

If GameStop had implemented EITF 02-16 prior to the beginning of fiscal 2002, vendor allowances in excess of reimbursement for specific, incremental, identifiable costs would have equated to $11,157 for the 13 weeks ended November 2, 2002. GameStop would have recognized vendor allowances as a reduction in cost of sales aggregating $1,167 during the 13 weeks ended November 1, 2003. GameStop would have deferred vendor allowances aggregating $130 as a reduction in merchandise inventories during the 13 weeks ended November 2, 2002.

Schedule II
GameStop Corp.
Pro-Forma Statement of Operations
(in thousands, except per share data)


			39 weeks			39 weeks
			ended			ended
			November 1, 2003			November 2, 2002

Sales			$	953,457		$	832,395
Cost of sales (1)				677,858			597,339

	Gross profit			275,599			235,056
Selling, general and administrative expenses (1)				212,662			184,151
Depreciation and amortization				20,807			16,605

Operating earnings				42,130			34,300
Interest expense (income), net				(648	)		(255	)

Earnings before income tax expense				42,778			34,555
Income tax expense				17,197			13,891

Net earnings			$	25,581		$	20,664

Net earnings per common share:
		Basic	$	0.45		$	0.37
		Diluted	$	0.43		$	0.34
Weighted average common shares outstanding:
		Basic		56,538			56,039
		Diluted		59,953			60,372


Percentage of sales:
Sales	100.0	%	100.0	%
Cost of sales	71.1	%	71.8	%

Gross profit	28.9	%	28.2	%
SG&A expenses	22.3	%	22.1	%
Depreciation and amortization	2.2	%	2.0	%

Operating earnings	4.4	%	4.1	%
Interest expense (income), net	(0.1	%)	(0.1	%)

Earnings before income tax expense	4.5	%	4.2	%
Income tax expense	1.8	%	1.7	%

Net earnings	2.7	%	2.5	%

(1)

If GameStop had implemented EITF 02-16 prior to the beginning of fiscal 2002, vendor allowances in excess of reimbursement for specific, incremental, identifiable costs would have equated to $18,934 for the 39 weeks ended November 2, 2002. GameStop would have recognized vendor allowances as a reduction in cost of sales aggregating $2,701 during the 39 weeks ended November 1, 2003. GameStop would have deferred vendor allowances aggregating $259 as a reduction in merchandise inventories during the 39 weeks ended November 2, 2002.


	13 weeks			13 weeks
	ended			ended
	November 1, 2003			November 2, 2002

Video Game Hardware		15	%		15	%
Video Game Software		64	%		61	%
Video Game Accessories		11	%		12	%
PC Software		7	%		7	%
PC Accessories and Other		3	%		5	%


1-31228		75-2951347

(Commission File Number)		(IRS Employer Identification No.)

2250 William D. Tate Avenue, Grapevine, TX		76051

(Address of Principal Executive Offices)		(Zip Code)


	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
	Item 12. Results of Operations and Financial Condition
SIGNATURE
EX-99.1 Press Release


		GAMESTOP CORP. (Registrant)

		By:		/s/ David W. Carlson

		Name: Title:		David W. Carlson Executive Vice President and Chief Financial Officer


Exhibit Number		Description

99.1		Press Release of GameStop Corp., dated November 19, 2003

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