<PAGE>


    As filed with the Securities and Exchange Commission on October 10, 2000
                             Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       ELECTRONICS BOUTIQUE HOLDINGS CORP.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   51-0308583
                     (I.R.S. Employer Identification Number)


                               931 MATLACK STREET
                        WEST CHESTER, PENNSYLVANIA 19382
                    (Address of principal executive offices)

                        2000 EMPLOYEE STOCK PURCHASE PLAN
                         2000 EQUITY PARTICIPATION PLAN
                           (Full titles of the Plans)
                           ---------------------------

                    JOHN R. PANICHELLO, SENIOR VICE PRESIDENT
                           AND CHIEF FINANCIAL OFFICER
                       ELECTRONICS BOUTIQUE HOLDINGS CORP.
                               931 MATLACK STREET
                        WEST CHESTER, PENNSYLVANIA 19382
                     (Name and address of agent for service)

                                 (610) 430-8100
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                           STEPHEN T. BURDUMY, ESQUIRE
                        WILLIAM W. MATTHEWS, III, ESQUIRE
                 KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS LLP
                               260 S. BROAD STREET
                      PHILADELPHIA, PENNSYLVANIA 19102-3163
                                 (215) 568-6060


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                               Proposed maximum
Title of securities to be   Amount to be       offering price per       Proposed maximum            Amount of registration
registered                  registered(1)      share(2)                 aggregate offering price(2) fee
--------------------------  ------------------ -----------------------  -------------------------   -----------------------
<S>                             <C>                 <C>                        <C>                        <C>
Common Stock, par value
$.01 per share issuable
under the 2000 Employee         1,000,000           $20.125/share              $20,125,000                $ 5,313
Stock Purchase Plan
--------------------------  ------------------ -----------------------  -------------------------   -----------------------
Common Stock, par value
$.01 per share issuable         2,000,000           $20.125/share              $40,250,000                $10,626
pursuant to the 2000
Equity Participation Plan
==========================  ================== =======================  =========================   =======================
</TABLE>

1.       Pursuant to Rule 416, this Registration Statement also registers an
         indeterminable number of additional shares of Common Stock as may
         hereafter be offered or issued as a result of stock splits, stock
         dividends or similar transactions without consideration.
2.       Based upon the average of the high and low trading prices of the
         Registrant's Common Stock as reported by the NASDAQ National Market on
         October 10, 2000, as estimated solely for the purpose of calculating
         the registration fee in accordance with Rule 457(c) under the
         Securities Act of 1933.


<PAGE>



                                     PART I

                       INFORMATION REQUIRED IN PROSPECTUS

        The documents containing the information specified in Part I of this
        Registration Statement on Form S-8 will be sent or given to participants
        in the 2000 Employee Stock Purchase Plan and/or 2000 Equity
        Participation Plan as specified by Rule 428(b)(i) under the Securities
        Act of 1933, as amended. Such documents are not required to be, and are
        not being, filed by Electronics Boutique Holdings Corp. with the
        Securities and Exchange Commission, either as part of this Registration
        Statement or as prospectuses or prospectus supplements pursuant to Rule
        424 under the Securities Act of 1933, as amended. Such documents,
        together with the documents incorporated by reference herein pursuant to
        Item 3 of Part II of this Registration Statement on Form S-8, constitute
        a prospectus that meets the requirements of Section 10(a) of the
        Securities Act of 1933, as amended.








                                       2
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed by Electronics Boutique Holdings
Corp. (the "Registrant") with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934 (the "Exchange Act"), are incorporated by
reference into this Registration Statement on Form S-8:

                  1.       The Registrant's Quarterly Report on Form 10-Q for
                           the period ended July 29, 2000, filed with the
                           Securities and Exchange Commission on September 9,
                           2000;

                  2.       The Registrant's Quarterly Reports on Form 10-Q for
                           the quarter ended April 29, 2000, filed with the
                           Securities and Exchange Commission on June 13, 2000;

                  3.       The Registrant's Annual Report on Form 10-K for the
                           fiscal year ended January 29, 2000, filed with the
                           Securities and Exchange Commission on April 28, 2000;

                  4.       The Registrant's Current Reports on Form 8-K filed
                           with the Securities and Exchange Commission on
                           April 6, 2000 and April 25, 2000;

                  5.       The Registrant's Proxy Statement on Schedule 14A
                           dated June 16, 2000; and

                  6.       The description of Registrant's common stock, $.01
                           par value per share (the "Common Stock") contained in
                           the Registration Statement on Form 8-A filed on July
                           9, 1998, including all amendments and reports filed
                           for the purpose of updating such description.

                  All documents filed pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the completion or termination of this offering shall be deemed to
be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained in a
document, all or a portion of which is incorporated or deemed to be incorporated
by reference herein, shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.           INTEREST OF NAMED EXPERTS AND COUNSEL.

                  None.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Delaware General Corporation Law authorizes corporations
to limit or eliminate the personal liability of the directors to corporation and
their stockholders for monetary damages for breach of directors' fiduciary duty
of care. The duty of care requires that, when acting on behalf of the
corporation, directors must exercise an informed business judgment based on all
material information reasonably available to them. Absent the limitations
allowed under the Delaware statute, directors could be accountable to
corporations and their stockholders for monetary damages for conduct that does
not satisfy their duty of care. The Registrant's Certificate of Incorporation
(the "Certificate of Incorporation") limits the liability of the Registrant's
directors to the Registrant or its stockholders to the fullest extent permitted
by the Delaware statute. Specifically, directors of the Registrant will not be
personally liable for monetary damages for breach of a director's fiduciary duty
as a director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant and its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock

                                      II-1

<PAGE>



repurchases or redemptions as provided in Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. The inclusion of this provision in the Certificate of
Incorporation may have the effect of reducing the likelihood of derivative
litigation against directors and may discourage or deter stockholders or
management from bringing a lawsuit against directors for breach of their duty of
care, even though such an action, if successful, might otherwise have benefitted
the Registrant and its stockholders. At present, there is no litigation or
proceeding pending involving a director of the Registrant as to which
indemnification is being sought, nor is the Registrant aware of any threatened
litigation that may result in claims for indemnification by any director.

                  The By-Laws of the Registrant are silent with respect to
indemnification of directors.

                  The Registrant has directors and officers liability insurance
coverage and has entered into indemnification agreements with each of its
directors and executive officers.

                  Reference is made to Item 9 of this Registration Statement for
additional information regarding indemnification of directors and officers.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.

Exhibit No.       Description
-----------       -----------

3.1(1)            Certificate of Incorporation

3.2(1)            By-Laws

4.1               2000 Employee Stock Purchase Plan

4.2               2000 Equity Participation Plan

5.1               Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers, LLP,
                  counsel to the Registrant, as to the legality of the
                  securities being registered hereby

23.1              Consent of KPMG LLP

23.2              Consent of Klehr, Harrison, Harvey, Branzburg, & Ellers, LLP,
                  counsel to the Company (contained in Exhibit 5.1)

25                Powers of Attorney (see signature page)

----------

(1)     Incorporated by reference to Registrant's Registration Statement on Form
        S-1, as amended (Registration No. 333-48523).

ITEM 9.           UNDERTAKINGS.

        (a)  Rule 415 Offering

             The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this Registration
                  Statement:

                                      II-2

<PAGE>




                      (i)      to include any prospectus required by Section
                      10(a)(3) of the Securities Act of 1933;

                      (ii)     to reflect in the prospectus any facts or events
                      arising after the effective date of this Registration
                      Statement (or the most recent post-effective amendment
                      thereof) which, individually or in the aggregate,
                      represent a fundamental change in the information set
                      forth in this Registration Statement; and

                      (iii)    to include any material information with respect
                      to the plan of distribution not previously disclosed in
                      this Registration Statement or any material change to such
                      information in this Registration Statement;

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial BONA
                  FIDE offering thereof; and

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

            (b)   Filings incorporating subsequent Exchange Act documents by
reference

                  The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the Registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 and each filing of the Plan's annual
                  report pursuant to Section 15(d) of the Securities Exchange
                  Act of 1934 that is incorporated by reference in this
                  registration statement shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial BONA FIDE offering thereof.

            (h)   Request for acceleration of effective date or filing of
registration statement on Form S-8

                  Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the registrant in the successful defense
                  of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.



                                      II-3

<PAGE>



                                   SIGNATURES

                      Pursuant to the requirements of the Securities Act of
        1933, the Registrant certifies that it has reasonable grounds to believe
        that it meets all of the requirements for filing on Form S-8 and has
        duly caused this Registration Statement on Form S-8 to be signed on its
        behalf by the undersigned, thereunto duly authorized, in the City of
        West Chester, Commonwealth of Pennsylvania, on this 10th day of October,
        2000.

                                             ELECTRONICS BOUTIQUE HOLDINGS CORP.


                                             By: /s/ Joseph J.  Firestone
                                                --------------------------------
                                                 Joseph J. Firestone
                                                 President, Chief Executive
                                                 Officer and Director

                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby appoints Joseph J. Firestone and John R. Panichello, and
each of them, as attorneys-in-fact, with full power of substitution in each, for
him or her in any and all capacities to sign any amendments of this Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and their substitutes, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact, or their substitutes,
may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities on the
dates indicated.

<TABLE>
<CAPTION>
Signature                                            Title                              Date
---------                                            -----                              ----
<S>                                                  <C>                                <C>


--------------------------------------------
James J. Kim                                         Chairman of the Board              October 9, 2000

    /s/ Joseph J. Firestone
--------------------------------------------
Joseph J. Firestone                                  President, Chief
                                                     Executive Officer and Director     October 9 2000

    /s/ Dean S. Adler
--------------------------------------------
Dean S. Adler                                        Director                           October 9, 2000

    /s/ Susan Y.  Kim
--------------------------------------------
Susan Y. Kim                                         Director                           October 9, 2000

    /s/ Louis J.  Siana
--------------------------------------------
Louis J. Siana                                       Director                           October 9, 2000

    /s/ Stanley Steinberg
--------------------------------------------
Stanley Steinberg                                    Director                           October 9, 2000

    /s/ John R.  Panichello
--------------------------------------------
John R. Panichello                                   Senior Vice President,             October 9, 2000
                                                     Chief Financial Officer
                                                     and Chief Accounting Officer
</TABLE>


                                      II-4

<PAGE>



                                  EXHIBIT INDEX


Exhibit
No.              Description
-------          -----------

4.1              2000 Employee Stock Purchase Plan

4.2              2000 Equity Participation Plan

5.1              Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers, LLP,
                 counsel to the Registrant, as the legality of the securities
                 being registered hereby.

23.1             Consent of KPMG LLP.


                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "a2027516zs-8.txt", "description": "S-8", "secsgml_size_bytes": 20691}]
{"company-data": {"conformed-name": "ELECTRONICS BOUTIQUE HOLDINGS CORP", "cik": "0001057746", "assigned-sic": "5734", "irs-number": "510379406", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47684", "film-number": "737951"}, "business-address": {"street1": "103 FOULK ROAD", "street2": "STE 202", "city": "WILMINGTON", "state": "DE", "zip": "19803", "phone": "3027784778"}, "mail-address": {"street1": "931 MATLACK ST", "city": "WEST CHESTER", "state": "PA", "zip": "19382"}}
As filed with the Securities and Exchange Commission on October 10, 2000
                             Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       ELECTRONICS BOUTIQUE HOLDINGS CORP.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   51-0308583
                     (I.R.S. Employer Identification Number)

                               931 MATLACK STREET
                        WEST CHESTER, PENNSYLVANIA 19382
                    (Address of principal executive offices)

                        2000 EMPLOYEE STOCK PURCHASE PLAN
                         2000 EQUITY PARTICIPATION PLAN
                           (Full titles of the Plans)
                           ---------------------------

                    JOHN R. PANICHELLO, SENIOR VICE PRESIDENT
                           AND CHIEF FINANCIAL OFFICER
                       ELECTRONICS BOUTIQUE HOLDINGS CORP.
                               931 MATLACK STREET
                        WEST CHESTER, PENNSYLVANIA 19382
                     (Name and address of agent for service)

                                 (610) 430-8100
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                           STEPHEN T. BURDUMY, ESQUIRE
                        WILLIAM W. MATTHEWS, III, ESQUIRE
                 KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS LLP
                               260 S. BROAD STREET
                      PHILADELPHIA, PENNSYLVANIA 19102-3163
                                 (215) 568-6060

                         CALCULATION OF REGISTRATION FEE
Proposed maximum
Title of securities to be   Amount to be       offering price per       Proposed maximum            Amount of registration
registered                  registered(1)      share(2)                 aggregate offering price(2) fee
--------------------------  ------------------ -----------------------  -------------------------   -----------------------
Common Stock, par value
$.01 per share issuable
under the 2000 Employee         1,000,000           $20.125/share              $20,125,000                $ 5,313
Stock Purchase Plan
--------------------------  ------------------ -----------------------  -------------------------   -----------------------
Common Stock, par value
$.01 per share issuable         2,000,000           $20.125/share              $40,250,000                $10,626
pursuant to the 2000
Equity Participation Plan
==========================  ================== =======================  =========================   =======================
1.       Pursuant to Rule 416, this Registration Statement also registers an
         indeterminable number of additional shares of Common Stock as may
         hereafter be offered or issued as a result of stock splits, stock
         dividends or similar transactions without consideration.
2.       Based upon the average of the high and low trading prices of the
         Registrant's Common Stock as reported by the NASDAQ National Market on
         October 10, 2000, as estimated solely for the purpose of calculating
         the registration fee in accordance with Rule 457(c) under the
         Securities Act of 1933.
PART I

                       INFORMATION REQUIRED IN PROSPECTUS

        The documents containing the information specified in Part I of this
        Registration Statement on Form S-8 will be sent or given to participants
        in the 2000 Employee Stock Purchase Plan and/or 2000 Equity
        Participation Plan as specified by Rule 428(b)(i) under the Securities
        Act of 1933, as amended. Such documents are not required to be, and are
        not being, filed by Electronics Boutique Holdings Corp. with the
        Securities and Exchange Commission, either as part of this Registration
        Statement or as prospectuses or prospectus supplements pursuant to Rule
        424 under the Securities Act of 1933, as amended. Such documents,
        together with the documents incorporated by reference herein pursuant to
        Item 3 of Part II of this Registration Statement on Form S-8, constitute
        a prospectus that meets the requirements of Section 10(a) of the
        Securities Act of 1933, as amended.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed by Electronics Boutique Holdings
Corp. (the "Registrant") with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934 (the "Exchange Act"), are incorporated by
reference into this Registration Statement on Form S-8:

                  1.       The Registrant's Quarterly Report on Form 10-Q for
                           the period ended July 29, 2000, filed with the
                           Securities and Exchange Commission on September 9,
                           2000;

                  2.       The Registrant's Quarterly Reports on Form 10-Q for
                           the quarter ended April 29, 2000, filed with the
                           Securities and Exchange Commission on June 13, 2000;

                  3.       The Registrant's Annual Report on Form 10-K for the
                           fiscal year ended January 29, 2000, filed with the
                           Securities and Exchange Commission on April 28, 2000;

                  4.       The Registrant's Current Reports on Form 8-K filed
                           with the Securities and Exchange Commission on
                           April 6, 2000 and April 25, 2000;

                  5.       The Registrant's Proxy Statement on Schedule 14A
                           dated June 16, 2000; and

                  6.       The description of Registrant's common stock, $.01
                           par value per share (the "Common Stock") contained in
                           the Registration Statement on Form 8-A filed on July
                           9, 1998, including all amendments and reports filed
                           for the purpose of updating such description.

                  All documents filed pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the completion or termination of this offering shall be deemed to
be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained in a
document, all or a portion of which is incorporated or deemed to be incorporated
by reference herein, shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.           INTEREST OF NAMED EXPERTS AND COUNSEL.

                  None.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Delaware General Corporation Law authorizes corporations
to limit or eliminate the personal liability of the directors to corporation and
their stockholders for monetary damages for breach of directors' fiduciary duty
of care. The duty of care requires that, when acting on behalf of the
corporation, directors must exercise an informed business judgment based on all
material information reasonably available to them. Absent the limitations
allowed under the Delaware statute, directors could be accountable to
corporations and their stockholders for monetary damages for conduct that does
not satisfy their duty of care. The Registrant's Certificate of Incorporation
(the "Certificate of Incorporation") limits the liability of the Registrant's
directors to the Registrant or its stockholders to the fullest extent permitted
by the Delaware statute. Specifically, directors of the Registrant will not be
personally liable for monetary damages for breach of a director's fiduciary duty
as a director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant and its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock

                                      II-1
repurchases or redemptions as provided in Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. The inclusion of this provision in the Certificate of
Incorporation may have the effect of reducing the likelihood of derivative
litigation against directors and may discourage or deter stockholders or
management from bringing a lawsuit against directors for breach of their duty of
care, even though such an action, if successful, might otherwise have benefitted
the Registrant and its stockholders. At present, there is no litigation or
proceeding pending involving a director of the Registrant as to which
indemnification is being sought, nor is the Registrant aware of any threatened
litigation that may result in claims for indemnification by any director.

                  The By-Laws of the Registrant are silent with respect to
indemnification of directors.

                  The Registrant has directors and officers liability insurance
coverage and has entered into indemnification agreements with each of its
directors and executive officers.

                  Reference is made to Item 9 of this Registration Statement for
additional information regarding indemnification of directors and officers.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.

Exhibit No.       Description
-----------       -----------

3.1(1)            Certificate of Incorporation

3.2(1)            By-Laws

4.1               2000 Employee Stock Purchase Plan

4.2               2000 Equity Participation Plan

5.1               Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers, LLP,
                  counsel to the Registrant, as to the legality of the
                  securities being registered hereby

23.1              Consent of KPMG LLP

23.2              Consent of Klehr, Harrison, Harvey, Branzburg, & Ellers, LLP,
                  counsel to the Company (contained in Exhibit 5.1)

25                Powers of Attorney (see signature page)

----------

(1)     Incorporated by reference to Registrant's Registration Statement on Form
        S-1, as amended (Registration No. 333-48523).

ITEM 9.           UNDERTAKINGS.

        (a)  Rule 415 Offering

             The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this Registration
                  Statement:

                                      II-2
(i)      to include any prospectus required by Section
                      10(a)(3) of the Securities Act of 1933;

                      (ii)     to reflect in the prospectus any facts or events
                      arising after the effective date of this Registration
                      Statement (or the most recent post-effective amendment
                      thereof) which, individually or in the aggregate,
                      represent a fundamental change in the information set
                      forth in this Registration Statement; and

                      (iii)    to include any material information with respect
                      to the plan of distribution not previously disclosed in
                      this Registration Statement or any material change to such
                      information in this Registration Statement;

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial BONA
                  FIDE offering thereof; and

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

            (b)   Filings incorporating subsequent Exchange Act documents by
reference

                  The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the Registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 and each filing of the Plan's annual
                  report pursuant to Section 15(d) of the Securities Exchange
                  Act of 1934 that is incorporated by reference in this
                  registration statement shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial BONA FIDE offering thereof.

            (h)   Request for acceleration of effective date or filing of
registration statement on Form S-8

                  Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the registrant in the successful defense
                  of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

                      Pursuant to the requirements of the Securities Act of
        1933, the Registrant certifies that it has reasonable grounds to believe
        that it meets all of the requirements for filing on Form S-8 and has
        duly caused this Registration Statement on Form S-8 to be signed on its
        behalf by the undersigned, thereunto duly authorized, in the City of
        West Chester, Commonwealth of Pennsylvania, on this 10th day of October,
        2000.

                                             ELECTRONICS BOUTIQUE HOLDINGS CORP.

                                             By: /s/ Joseph J.  Firestone
                                                --------------------------------
                                                 Joseph J. Firestone
                                                 President, Chief Executive
                                                 Officer and Director

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby appoints Joseph J. Firestone and John R. Panichello, and
each of them, as attorneys-in-fact, with full power of substitution in each, for
him or her in any and all capacities to sign any amendments of this Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and their substitutes, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact, or their substitutes,
may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities on the
dates indicated.
Signature                                            Title                              Date
---------                                            -----                              ----
--------------------------------------------
James J. Kim                                         Chairman of the Board              October 9, 2000

    /s/ Joseph J. Firestone
--------------------------------------------
Joseph J. Firestone                                  President, Chief
                                                     Executive Officer and Director     October 9 2000

    /s/ Dean S. Adler
--------------------------------------------
Dean S. Adler                                        Director                           October 9, 2000

    /s/ Susan Y.  Kim
--------------------------------------------
Susan Y. Kim                                         Director                           October 9, 2000

    /s/ Louis J.  Siana
--------------------------------------------
Louis J. Siana                                       Director                           October 9, 2000

    /s/ Stanley Steinberg
--------------------------------------------
Stanley Steinberg                                    Director                           October 9, 2000

    /s/ John R.  Panichello
--------------------------------------------
John R. Panichello                                   Senior Vice President,             October 9, 2000
                                                     Chief Financial Officer
                                                     and Chief Accounting Officer
II-4
EXHIBIT INDEX

Exhibit
No.              Description
-------          -----------

4.1              2000 Employee Stock Purchase Plan

4.2              2000 Equity Participation Plan

5.1              Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers, LLP,
                 counsel to the Registrant, as the legality of the securities
                 being registered hereby.

23.1             Consent of KPMG LLP.

                                      II-5