<PAGE>
                                                           REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                                 GAMESTOP CORP.
             (Exact Name of Registrant as Specified in its Charter)

                                    DELAWARE
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   75-2951347
                      (I.R.S. Employer Identification No.)

                           2250 WILLIAM D. TATE AVENUE
                             GRAPEVINE, TEXAS 76051
               (Address of Principal Executive Offices) (Zip Code)

                       GAMESTOP CORP. 2001 INCENTIVE PLAN
                            (Full Title of the Plan)
                            -------------------------

                               R. RICHARD FONTAINE
                             CHIEF EXECUTIVE OFFICER
                                 GAMESTOP CORP.
                           2250 WILLIAM D. TATE AVENUE
                             GRAPEVINE, TEXAS 76051
                     (Name and Address of Agent for Service)

                                 (817) 424-2000
                     (Telephone Number, Including Area Code,
                              of Agent for Service)
                            -------------------------

                                   Copies to:

                               Jay M. Dorman, Esq.
                 Robinson Silverman Pearce Aronsohn & Berman LLP
                           1290 Avenue of the Americas
                            New York, New York 10104


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================
                                             PROPOSED MAXIMUM   PROPOSED MAXIMUM
   TITLE OF SECURITIES       AMOUNT TO BE     OFFERING PRICE        AGGREGATE           AMOUNT OF
     TO BE REGISTERED       REGISTERED (1)     PER SHARE(2)     OFFERING PRICE(2)  REGISTRATION FEE(2)
------------------------------------------------------------------------------------------------------
<S>                         <C>              <C>                <C>                <C>
  Class A Common Stock,        4,313,250          $ 3.53         $ 15,225,772.50        $  1,400.77
par value $.001 per share      4,500,000          $ 4.51         $ 20,295,000.00        $  1,867.14
                               6,186,750          $18.00         $111,361,500.00        $ 10,245.26
                              ----------                         ---------------        -----------
                              15,000,000                         $146,882,272.50        $ 13,513.17
======================================================================================================
</TABLE>


(1)   THE MAXIMUM NUMBER OF SHARES AS TO WHICH OPTIONS MAY BE GRANTED UNDER THE
      EMPLOYEE BENEFIT PLAN REFERRED TO ABOVE. IN ACCORDANCE WITH RULE 416, THIS
      REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE NUMBER OF SHARES AS
      MAY BECOME ISSUABLE BY REASON OF THE ANTI-DILUTION PROVISIONS OF SUCH
      PLAN.

(2)   ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE IN
      ACCORDANCE WITH RULE 457(H) UNDER THE SECURITIES ACT AS FOLLOWS: (I) IN
      THE CASE OF SHARES OF CLASS A COMMON STOCK WHICH MAY BE PURCHASED UPON
      EXERCISE OF OUTSTANDING OPTIONS, THE FEE IS CALCULATED ON THE BASIS OF THE
      PRICE AT WHICH THE OPTIONS MAY BE EXERCISED; AND (II) IN THE CASE OF
      SHARES OF CLASS A COMMON STOCK FOR WHICH OPTIONS HAVE NOT YET BEEN
      GRANTED, THE FEE IS CALCULATED ON THE BASIS OF THE INITIAL PUBLIC OFFERING
      PRICE OF THE CLASS A COMMON STOCK.
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents filed with the Securities and Exchange
Commission (the "Commission") by GameStop Corp., a Delaware corporation (the
"Company"), are incorporated herein by reference: (1) the Company's Registration
Statement on Form S-1 filed with the Commission (Registration No. 333-68294);
and (2) the description of the Company's Class A Common Stock, par value $.001
per share (the "Class A Common Stock") contained in Item 1 of the Company's
Registration Statement on Form 8-A filed with the Commission on January 31,
2002.

            All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date this Registration Statement is filed with the
Commission, and prior to the filing of a post-effective amendment which
indicates that all securities offered by this Registration Statement have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference 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
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such prior 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, except as indicated herein.

ITEM 4. DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Certain legal matters in connection with the shares of Class A
Common Stock being registered hereby have been passed upon for the Company by
Robinson Silverman Pearce Aronsohn & Berman LLP, 1290 Avenue of the Americas,
New York, New York 10104. Michael N. Rosen, the Chairman of Robinson Silverman
Pearce Aronsohn & Berman LLP, is a director and Secretary of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 145 of the Delaware General Corporation Law and Article X of
the Company's By-laws provide for the indemnification of the Company's directors
and officers in a variety of circumstances, which may include liabilities under
the Securities Act of 1933, as amended (the "Securities Act").

            Article X of the Company's By-laws generally requires the Company to
indemnify its directors and officers against all liabilities (including
judgments, settlements, fines and penalties) and reasonable expenses incurred in
connection with the investigation, defense, settlement or appeal of any type of
action, whether instituted by a third party or a stockholder (either directly or
derivatively) and including specifically, but without limitation, actions
brought under the Securities Act and/or the Exchange Act.

            In addition, the Company's Amended and Restated Certificate of
Incorporation contains a provision which eliminates the personal liability of a
director to the Company and its stockholders for certain breaches of his or her
fiduciary duty of care as a director. This provision does not, however,
eliminate or limit the personal liability of a director (i) for any breach of
such director's duty of loyalty to the Company
<PAGE>
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under the
Delaware statutory provision making directors personally liable, under a
negligence standard, for unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit. This provision offers persons who serve on the Board
of Directors of the Company protection against awards of monetary damages
resulting from breaches of their duty of care (except as indicated above),
including grossly negligent business decisions made in connection with takeover
proposals for the Company. As a result of this provision, the ability of the
Company or a stockholder thereof to successfully prosecute an action against a
director for a breach of his duty of care has been limited. However, the
provision does not affect the availability of equitable remedies such as an
injunction or rescission based upon a director's breach of his duty of care. The
Commission has taken the position that the provision will have no effect on
claims arising under the federal securities laws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

            Restricted securities, if any, to be reoffered or resold pursuant to
this Registration Statement will be sold pursuant to a prospectus included in
this Registration Statement or pursuant to Section 4(1) of the Securities Act or
Rule 144 under the Securities Act, and were originally issued by the Company
pursuant to an exemption under Section 4(2) of the Securities Act.

ITEM 8. EXHIBITS.

5.1         Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP, counsel
            to the Company, as to certain legal matters in connection with the
            shares of Class A Common Stock being registered.

10.5        2001 Incentive Plan of the Company, incorporated by reference to
            Exhibit 10.5 of Amendment No. 4 to the Registration Statement, filed
            with the Commission on February 5, 2002.

23.1        Independent Auditor's Consent of BDO Seidman, LLP.

23.2        Independent Auditor's Consent of Ernst & Young, LLP.

23.3        Consent of Robinson Silverman Pearce Aronsohn & Berman LLP (included
            as part of Exhibit 5.1).

24.1        Power of Attorney (included on signature page of this Registration
            Statement).

ITEM 9. UNDERTAKINGS.

      1.    The undersigned registrant hereby undertakes:

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

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

                  (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 hereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set
<PAGE>
                        forth in this Registration Statement. Notwithstanding
                        the foregoing, any increase or decrease in volume of
                        securities offered (if the total dollar value of
                        securities offered would not exceed that which was
                        registered) and any deviation from the low or high end
                        of the estimated maximum offering range may be reflected
                        in the form of prospectus filed with the Commission
                        pursuant to Rule 424(b) if, in the aggregate, the
                        changes in volume and price represent no more than a 20
                        percent change in the maximum aggregate offering price
                        set forth in the "Calculation of Registration Fee" table
                        in the effective registration statement.

                  (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;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

            (b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.

            (c) 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.

      2. The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.

      3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
<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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Grapevine, State of Texas, on the 13 day of
February, 2002.

                                        GameStop Corp.


                                        By:/s/ R. Richard Fontaine
                                           -------------------------------------
                                           R. Richard Fontaine, Chairman of the
                                           Board and Chief Executive Officer


                                POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint R. Richard Fontaine and Michael
N. Rosen, and each and any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including, without limitation, post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Name                                   Title                           Date
              ----                                   -----                           ----
<S>                                  <C>                                       <C>
  /s/ R. Richard Fontaine            Chairman of the Board and Chief           February 13, 2002
--------------------------------     Executive Officer (Principal Executive
      R. Richard Fontaine            Officer) and Director


  /s/ David W. Carlson               Chief Financial Officer (Principal        February 13, 2002
--------------------------------     Financial Officer and Principal
      David W. Carlson               Accounting Officer)


  /s/ Leonard Riggio                 Director                                  February 13, 2002
--------------------------------
      Leonard Riggio


  /s/ Michael N. Rosen               Secretary and Director                    February 13, 2002
--------------------------------
      Michael N. Rosen
</TABLE>
<PAGE>
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit No.        Document
-----------        --------
<S>                <C>
  5.1              Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP,
                   counsel to the Company, as to certain legal matters in
                   connection with the shares of Class A Common Stock being
                   registered.

  10.5             GameStop Corp. 2001 Incentive Plan, incorporated by reference
                   to Exhibit 10.5 of Amendment No. 4 to the Registration
                   Statement, filed with the Commission on February 5, 2002.

  23.1             Independent Auditor's Consent of BDO Seidman, LLP.

  23.2             Independent Auditor's Consent of Ernst & Young, LLP.

  23.3             Consent of Robinson Silverman Pearce Aronsohn & Berman LLP
                   (included as part of Exhibit 5.1).

  24.1             Power of Attorney (included on signature page of this
                   Registration Statement)
</TABLE>
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{"company-data": {"conformed-name": "GAMESTOP CORP", "cik": "0001157644", "assigned-sic": "5734", "irs-number": "752951347", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82652", "film-number": "02539787"}, "business-address": {"street1": "2250 WILLIAM D. TATE AVE.", "city": "GRAPEVINE", "state": "TX", "zip": "76051", "phone": "8174242159"}}
REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                                 GAMESTOP CORP.
             (Exact Name of Registrant as Specified in its Charter)

                                    DELAWARE
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   75-2951347
                      (I.R.S. Employer Identification No.)

                           2250 WILLIAM D. TATE AVENUE
                             GRAPEVINE, TEXAS 76051
               (Address of Principal Executive Offices) (Zip Code)

                       GAMESTOP CORP. 2001 INCENTIVE PLAN
                            (Full Title of the Plan)
                            -------------------------

                               R. RICHARD FONTAINE
                             CHIEF EXECUTIVE OFFICER
                                 GAMESTOP CORP.
                           2250 WILLIAM D. TATE AVENUE
                             GRAPEVINE, TEXAS 76051
                     (Name and Address of Agent for Service)

                                 (817) 424-2000
                     (Telephone Number, Including Area Code,
                              of Agent for Service)
                            -------------------------

                                   Copies to:

                               Jay M. Dorman, Esq.
                 Robinson Silverman Pearce Aronsohn & Berman LLP
                           1290 Avenue of the Americas
                            New York, New York 10104

                         CALCULATION OF REGISTRATION FEE
======================================================================================================
                                             PROPOSED MAXIMUM   PROPOSED MAXIMUM
   TITLE OF SECURITIES       AMOUNT TO BE     OFFERING PRICE        AGGREGATE           AMOUNT OF
     TO BE REGISTERED       REGISTERED (1)     PER SHARE(2)     OFFERING PRICE(2)  REGISTRATION FEE(2)
------------------------------------------------------------------------------------------------------
Class A Common Stock,        4,313,250          $ 3.53         $ 15,225,772.50        $  1,400.77
par value $.001 per share      4,500,000          $ 4.51         $ 20,295,000.00        $  1,867.14
                               6,186,750          $18.00         $111,361,500.00        $ 10,245.26
                              ----------                         ---------------        -----------
                              15,000,000                         $146,882,272.50        $ 13,513.17
======================================================================================================
(1)   THE MAXIMUM NUMBER OF SHARES AS TO WHICH OPTIONS MAY BE GRANTED UNDER THE
      EMPLOYEE BENEFIT PLAN REFERRED TO ABOVE. IN ACCORDANCE WITH RULE 416, THIS
      REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE NUMBER OF SHARES AS
      MAY BECOME ISSUABLE BY REASON OF THE ANTI-DILUTION PROVISIONS OF SUCH
      PLAN.

(2)   ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE IN
      ACCORDANCE WITH RULE 457(H) UNDER THE SECURITIES ACT AS FOLLOWS: (I) IN
      THE CASE OF SHARES OF CLASS A COMMON STOCK WHICH MAY BE PURCHASED UPON
      EXERCISE OF OUTSTANDING OPTIONS, THE FEE IS CALCULATED ON THE BASIS OF THE
      PRICE AT WHICH THE OPTIONS MAY BE EXERCISED; AND (II) IN THE CASE OF
      SHARES OF CLASS A COMMON STOCK FOR WHICH OPTIONS HAVE NOT YET BEEN
      GRANTED, THE FEE IS CALCULATED ON THE BASIS OF THE INITIAL PUBLIC OFFERING
      PRICE OF THE CLASS A COMMON STOCK.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents filed with the Securities and Exchange
Commission (the "Commission") by GameStop Corp., a Delaware corporation (the
"Company"), are incorporated herein by reference: (1) the Company's Registration
Statement on Form S-1 filed with the Commission (Registration No. 333-68294);
and (2) the description of the Company's Class A Common Stock, par value $.001
per share (the "Class A Common Stock") contained in Item 1 of the Company's
Registration Statement on Form 8-A filed with the Commission on January 31,
2002.

            All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date this Registration Statement is filed with the
Commission, and prior to the filing of a post-effective amendment which
indicates that all securities offered by this Registration Statement have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference 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
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such prior 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, except as indicated herein.

ITEM 4. DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Certain legal matters in connection with the shares of Class A
Common Stock being registered hereby have been passed upon for the Company by
Robinson Silverman Pearce Aronsohn & Berman LLP, 1290 Avenue of the Americas,
New York, New York 10104. Michael N. Rosen, the Chairman of Robinson Silverman
Pearce Aronsohn & Berman LLP, is a director and Secretary of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 145 of the Delaware General Corporation Law and Article X of
the Company's By-laws provide for the indemnification of the Company's directors
and officers in a variety of circumstances, which may include liabilities under
the Securities Act of 1933, as amended (the "Securities Act").

            Article X of the Company's By-laws generally requires the Company to
indemnify its directors and officers against all liabilities (including
judgments, settlements, fines and penalties) and reasonable expenses incurred in
connection with the investigation, defense, settlement or appeal of any type of
action, whether instituted by a third party or a stockholder (either directly or
derivatively) and including specifically, but without limitation, actions
brought under the Securities Act and/or the Exchange Act.

            In addition, the Company's Amended and Restated Certificate of
Incorporation contains a provision which eliminates the personal liability of a
director to the Company and its stockholders for certain breaches of his or her
fiduciary duty of care as a director. This provision does not, however,
eliminate or limit the personal liability of a director (i) for any breach of
such director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under the
Delaware statutory provision making directors personally liable, under a
negligence standard, for unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit. This provision offers persons who serve on the Board
of Directors of the Company protection against awards of monetary damages
resulting from breaches of their duty of care (except as indicated above),
including grossly negligent business decisions made in connection with takeover
proposals for the Company. As a result of this provision, the ability of the
Company or a stockholder thereof to successfully prosecute an action against a
director for a breach of his duty of care has been limited. However, the
provision does not affect the availability of equitable remedies such as an
injunction or rescission based upon a director's breach of his duty of care. The
Commission has taken the position that the provision will have no effect on
claims arising under the federal securities laws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

            Restricted securities, if any, to be reoffered or resold pursuant to
this Registration Statement will be sold pursuant to a prospectus included in
this Registration Statement or pursuant to Section 4(1) of the Securities Act or
Rule 144 under the Securities Act, and were originally issued by the Company
pursuant to an exemption under Section 4(2) of the Securities Act.

ITEM 8. EXHIBITS.

5.1         Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP, counsel
            to the Company, as to certain legal matters in connection with the
            shares of Class A Common Stock being registered.

10.5        2001 Incentive Plan of the Company, incorporated by reference to
            Exhibit 10.5 of Amendment No. 4 to the Registration Statement, filed
            with the Commission on February 5, 2002.

23.1        Independent Auditor's Consent of BDO Seidman, LLP.

23.2        Independent Auditor's Consent of Ernst & Young, LLP.

23.3        Consent of Robinson Silverman Pearce Aronsohn & Berman LLP (included
            as part of Exhibit 5.1).

24.1        Power of Attorney (included on signature page of this Registration
            Statement).

ITEM 9. UNDERTAKINGS.

      1.    The undersigned registrant hereby undertakes:

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

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

                  (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 hereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set
forth in this Registration Statement. Notwithstanding
                        the foregoing, any increase or decrease in volume of
                        securities offered (if the total dollar value of
                        securities offered would not exceed that which was
                        registered) and any deviation from the low or high end
                        of the estimated maximum offering range may be reflected
                        in the form of prospectus filed with the Commission
                        pursuant to Rule 424(b) if, in the aggregate, the
                        changes in volume and price represent no more than a 20
                        percent change in the maximum aggregate offering price
                        set forth in the "Calculation of Registration Fee" table
                        in the effective registration statement.

                  (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;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

            (b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.

            (c) 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.

      2. The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.

      3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Grapevine, State of Texas, on the 13 day of
February, 2002.

                                        GameStop Corp.

                                        By:/s/ R. Richard Fontaine
                                           -------------------------------------
                                           R. Richard Fontaine, Chairman of the
                                           Board and Chief Executive Officer

                                POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint R. Richard Fontaine and Michael
N. Rosen, and each and any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including, without limitation, post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name                                   Title                           Date
              ----                                   -----                           ----
/s/ R. Richard Fontaine            Chairman of the Board and Chief           February 13, 2002
--------------------------------     Executive Officer (Principal Executive
      R. Richard Fontaine            Officer) and Director

  /s/ David W. Carlson               Chief Financial Officer (Principal        February 13, 2002
--------------------------------     Financial Officer and Principal
      David W. Carlson               Accounting Officer)

  /s/ Leonard Riggio                 Director                                  February 13, 2002
--------------------------------
      Leonard Riggio

  /s/ Michael N. Rosen               Secretary and Director                    February 13, 2002
--------------------------------
      Michael N. Rosen
EXHIBIT INDEX
Exhibit No.        Document
-----------        --------
5.1              Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP,
                   counsel to the Company, as to certain legal matters in
                   connection with the shares of Class A Common Stock being
                   registered.

  10.5             GameStop Corp. 2001 Incentive Plan, incorporated by reference
                   to Exhibit 10.5 of Amendment No. 4 to the Registration
                   Statement, filed with the Commission on February 5, 2002.

  23.1             Independent Auditor's Consent of BDO Seidman, LLP.

  23.2             Independent Auditor's Consent of Ernst & Young, LLP.

  23.3             Consent of Robinson Silverman Pearce Aronsohn & Berman LLP
                   (included as part of Exhibit 5.1).

  24.1             Power of Attorney (included on signature page of this
                   Registration Statement)