SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)
GameStop Corp.
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(Name of Issuer)
Class B Common Stock, par value $0.001
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(Title of Class of Securities)
36466R208
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(CUSIP Number)
December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[_] Rule 13d-1(d)
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The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 36466R208
------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Karsch Capital Management, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON
PN
CUSIP No. 36466R208
------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Karsch Management GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON
OO
CUSIP No. 36466R208
------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael A. Karsch
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON
IN
CUSIP No. 36466R208
------------------------
Item 1(a). Name of Issuer:
GameStop Corp.
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Item 1(b). Address of Issuer's Principal Executive Offices:
625 Westport Parkway
Grapevine, Texas 76051
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Item 2(a). Name of Persons Filing:
Karsch Capital Management, LP
Karsch Management GP, LLC
Michael A. Karsch
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Item 2(b). Address of Principal Business Office, or if None, Residence:
110 East 59th Street, 22nd Floor
New York, New York 10022
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Item 2(c). Citizenship:
Karsch Capital Management, LP - Delaware limited partnership
Karsch Management GP, LLC - Delaware limited liability company
Michael A. Karsch - United States
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Item 2(d). Title of Class of Securities:
Class B Common Stock, par value $0.001
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Item 2(e). CUSIP Number:
36466R208
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
Karsch Capital Management, LP
(a) Amount beneficially owned:
0 shares
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(b) Percent of class:
0%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 0
---------------------,
(ii) Shared power to vote or to direct the vote 0
---------------------,
(iii) Sole power to dispose or to direct the
disposition of 0
---------------------,
(iv) Shared power to dispose or to direct the
disposition of 0
---------------------.
Karsch Management GP, LLC:
(a) Amount beneficially owned:
0 shares
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(b) Percent of class:
0%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 0
---------------------,
(ii) Shared power to vote or to direct the vote 0
---------------------,
(iii) Sole power to dispose or to direct the 0
disposition of ---------------------,
(iv) Shared power to dispose or to direct the 0
disposition of ---------------------.
Michael A. Karsch:
(a) Amount beneficially owned:
0 shares
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(b) Percent of class:
0%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 0
---------------------,
(ii) Shared power to vote or to direct the vote 0
---------------------,
(iii) Sole power to dispose or to direct the 0
disposition of ---------------------,
(iv) Shared power to dispose or to direct the 0
disposition of ---------------------.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [X].
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
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Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not held for the purpose of
or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having such
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
KARSCH CAPITAL MANAGEMENT, LP*
By: Karsch Management GP, LLC
General Partner
By: /s/ Michael A. Karsch
---------------------------
Michael A. Karsch
Managing Member
KARSCH MANAGEMENT GP, LLC*
By: /s/ Michael A. Karsch
---------------------------
Michael A. Karsch
Managing Member
/s/ Michael A. Karsch*
---------------------------
Michael A. Karsch
February 14, 2008
* The Reporting Persons disclaim beneficial ownership of the shares reported
herein except to the extent of their pecuniary interest.
Exhibit A
AGREEMENT
The undersigned agree that this Amendment No. 1 to the Schedule 13G dated
February 14, 2008 relating to the Class B Common Stock par value $0.001 of
GameStop Corp. shall be filed on behalf of the undersigned.
KARSCH CAPITAL MANAGEMENT, LP
By: Karsch Management GP, LLC
General Partner
By: /s/ Michael A. Karsch
---------------------------
Michael A. Karsch
Managing Member
KARSCH MANAGEMENT GP, LLC
By: /s/ Michael A. Karsch
---------------------------
Michael A. Karsch
Managing Member
/s/ Michael A. Karsch
---------------------------
Michael A. Karsch
February 14, 2008
Date
SK 03407 0004 850147