FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   FONTAINE R RICHARD 2. Date of Event Requiring Statement (Month/Day/Year) 10/08/2005 3. Issuer Name and Ticker or Trading Symbol GSC Holdings Corp. [GME] (Last) (First) (Middle) C/O GAMESTOP CORP., 625 WESTPORT PARKWAY 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) GRAPEVINE, TX 76051 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Class A Common Stock, par value $.001 per share (1) 100 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy) (1)	10/08/2005	12/04/2010	Class A Common Stock	212,500	$ 3.53	D	Â
Stock Option (Right to Buy) (1)	10/08/2005	02/12/2012	Class A Common Stock	660,000	$ 18	D	Â
Stock Option (Right to Buy) (1)	  (2)	03/25/2013	Class A Common Stock	63,000	$ 11.8	D	Â
Stock Option (Right to Buy) (1)	  (3)	03/01/2014	Class A Common Stock	141,000	$ 18.57	D	Â
Stock Option (Right to Buy) (1)	  (4)	03/10/2015	Class A Common Stock	150,000	$ 20.25	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FONTAINE R RICHARD C/O GAMESTOP CORP. 625 WESTPORT PARKWAY GRAPEVINE, TX 76051	  X	Â	  Chairman and CEO	Â

Signatures

/s/ R. Richard Fontaine		10/11/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	As a result of, and pursuant to, the consummation on October 8, 2005 of the business combination transaction (the "Transaction") between GameStop Corp., now known as GameStop Holdings Corp. (the "Company"), and Electronics Boutique Holdings Corp. pursuant to which the Company became a wholly owned subsidiary of GSC Holdings Corp., now known as GameStop Corp. ("GameStop"), (a) each share of the Reporting Person's company Class A Common Stock was converted into the right to receive one share of GameStop Class A Common Stock and (b) each of the Reporting Person's options to acquire shares of Company Class A Common Stock, whether or not vested immediately prior to the effective time of the Transaction, was converted into the right to receive an option to acquire an equal number of shares of GameStop Class A Common Stock at the same exercise price.
(2)	Two thirds of these options are immediately exercisable and one third becomes exercisable on March 26, 2006.
(3)	One third of these options are immediately exercisable and the remaining two thirds become exercisable on March 2 of each of the years 2006 and 2007.
(4)	One third of these options become exercisable on March 11 of each of the years 2006 through 2008.

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