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.
 -------------------------------------------------------------------------------
                                (Name of Issuer)


                     Class B Common Stock, par value $0.001
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    36466R208
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 2007
--------------------------------------------------------------------------------
             (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)


----------

     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.
            --------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:


            625 Westport Parkway
            Grapevine, Texas 76051
            --------------------------------------------------------------------

Item 2(a).  Name of Persons Filing:


            Karsch Capital Management, LP
            Karsch Management GP, LLC
            Michael A. Karsch
            --------------------------------------------------------------------

Item 2(b).  Address of Principal Business Office, or if None, Residence:

            110 East 59th Street, 22nd Floor
            New York, New York 10022
            --------------------------------------------------------------------

Item 2(c).  Citizenship:

            Karsch Capital Management, LP - Delaware limited partnership
            Karsch Management GP, LLC - Delaware limited liability company
            Michael A. Karsch - United States
            --------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:


            Class B Common Stock, par value $0.001
            --------------------------------------------------------------------


Item 2(e).  CUSIP Number:


            36466R208
            --------------------------------------------------------------------


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
          ----------------------------------------------------------------------

     (b)  Percent of class:

          0%
          ----------------------------------------------------------------------

     (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
          ----------------------------------------------------------------------

     (b)  Percent of class:

          0%
          ----------------------------------------------------------------------

     (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
          ----------------------------------------------------------------------

     (b)  Percent of class:

          0%
          ----------------------------------------------------------------------

     (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].


          ----------------------------------------------------------------------


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
          ----------------------------------------------------------------------


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
          ----------------------------------------------------------------------


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
          ----------------------------------------------------------------------


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
          ----------------------------------------------------------------------


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