Exhibit 14.1
**GameStop Corp.**
**CODE OF ETHICS FOR****SENIOR FINANCIAL OFFICERS**
     GameStop Corp. (the “Company”) iscommitted to full and accurate financial disclosure incompliance with applicable laws, rules and regulations and tomaintaining its books and records in accordance with applicableaccounting policies, laws, rules and regulations. This Code ofEthics for Senior Financial Officers, applicable to theCompany’s Chairman of the Board and Chief ExecutiveOfficer, President, Chief Financial Officer, Controller, VicePresident-Finance and any Executive Vice President of theCompany (together, “Senior Financial Officers”), setsforth specific policies to guide the Company’s SeniorFinancial Officers in the performance of their duties. As SeniorFinancial Officers, you perform a task that is critical to theCompany. This Code is designed to assist you in that task.
     The Company’s Code of Business Conduct andEthics, which this Code of Ethics is intended to supplement,sets forth the fundamental principles and key policies andprocedures that govern the conduct of all of us in our business.You are bound by the requirements and standards set forth in theCode of Business Conduct and Ethics, as well as those set forthin this Code of Ethics and other applicable policies andprocedures.
**Compliance with Rules andRegulations**
     The Company is committed to conducting ourbusiness in accordance with all applicable laws, rules andregulations and in accordance with the highest standards ofbusiness ethics. As a Senior Financial Officer, you must notonly comply with applicable laws, however. You also haveleadership responsibilities that include creating a culture ofhigh ethical standards and commitment to compliance; maintaininga work environment that encourages employees to raise concerns;and promptly addressing employee compliance concerns.
**Conflicts of Interest**
     In order to maintain the highest degree ofintegrity in the conduct of the Company’s business and yourindependent judgment, you must avoid any activity or personalinterest that creates or appears to create a conflict betweenyour interests and the interests of the Company. A conflict ofinterest occurs when your private interests interfere in anyway, or even appear to interfere, with the interests of theCompany as a whole. You should conduct the Company’sbusiness in an honest and ethical manner, and never act in amanner that could cause you to lose your independence andobjectivity.
     Although we cannot list every conceivableconflict, following are some common examples that illustrateactual or apparent conflicts of interest that should be avoided:
**     *ImproperPersonal Benefits from the Company***
     Conflicts of interest arise when an officer or amember of his or her family receives improper personal benefitsas a result of his or her position in the Company. You may notaccept any benefits from the Company that have not been dulyauthorized and approved pursuant to Company policy andprocedure, including any Company loans or guarantees of yourpersonal obligations.
**     *FinancialInterests in Other Businesses***
     Neither you nor your immediate family members mayhave an ownership interest in any other enterprise if thatinterest compromises or appears to compromise your loyalty tothe Company. For example, you may not own an interest in acompany that competes with the Company. You may not own aninterest in a company that does business with the Company (suchas a Company customer/client or supplier) unless you

 
obtain the written approval of the AuditCommittee of the Board of Directors before making any suchinvestment. However, it is not typically considered a conflictof interest (and therefore prior written approval of the AuditCommittee of the Board of Directors is not required) to makeinvestments with a total value of no more than ten percent (10%)of your annual compensation in competitors, customers/clients orsuppliers that are listed on a national or internationalsecurities exchange.
**     *BusinessArrangements with the Company and CorporateOpportunities***
     Without the prior written approval of the AuditCommittee of the Board of Directors, you may not participate ina joint venture, partnership or other business arrangement withthe Company. If you learn of a business or investmentopportunity through the use of corporate property or informationor your position at the Company, such as from a competitor oractual or potential client, supplier or business associate ofthe Company (including a principal, officer, director oremployee of any of the above), you may not participate in thebusiness or make the investment and must instead inform theChief Executive Officer (or, with respect to the Chief ExecutiveOfficer, inform the Audit Committee of the Board of Directors).Such an opportunity is an investment opportunity for theCompany, not for you individually.
**     *OutsideEmployment or Activities With a Competitor***
     Simultaneous employment with or serving as adirector of a competitor of the Company is strictly prohibited,as is any activity that is intended to or that you shouldreasonably expect to advance a competitor’s interests. Youmay not market products or services in competition withCompany’s current or potential business activities. It isyour responsibility to consult with the Chief Executive Officer(or, with respect to the Chief Executive Officer, consult withthe Audit Committee of the Board of Directors) to determinewhether a planned activity will compete with any of theCompany’s business activities before you pursue theactivity in question.
**     *OutsideEmployment With a Customer/ Client or Supplier***
     Without the prior written approval of the AuditCommittee of the Board of Directors, you may not be acustomer/client or be employed by, serve as a director of orrepresent a customer/client of the Company. Similarly, withoutthe prior written approval of the Audit Committee, you may notbe a supplier or be employed by, serve as a director of orrepresent a supplier to the Company. Nor may you accept money orbenefits of any kind from a third party as compensation orpayment for any advice or services that you may provide to aclient, supplier or anyone else in connection with its businesswith the Company.
**     *Charitable,Government and Other Outside Activities***
     The Company encourages all employees toparticipate in projects and causes that further the welfare ofour local communities. However, you must obtain the priorwritten approval of the Audit Committee of the Board ofDirectors before serving as a director or trustee of anycharitable, not-for-profit, for-profit, or other entity.Notwithstanding the foregoing, you will not need to obtain AuditCommittee approval for your service as a director on up to threeboards on which you serve as of the effective date of this Codeof Ethics, provided that you notify the Board of suchdirectorships. Similarly, you must obtain the prior writtenapproval of the Audit Committee of the Board of Directors beforerunning for election or seeking appointment to anygovernment-related position.
**     *FamilyMembers Working In The Industry***
     If your spouse or significant other, yourchildren, parents, or in-laws, or someone else with whom youhave a familial relationship is a competitor, supplier orcustomer/client of the Company or is employed by one, you mustdisclose the situation to the Audit Committee of the Board ofDirectors so that the Company may assess the nature and extentof any concern and how it can be resolved. You must carefullyguard against inadvertently disclosing Company confidentialinformation and being involved in decisions on behalf of theCompany that involve the other company.

 

**     *Use Of TheCompany’s Time And Assets***
     Except as specifically authorized by the Company,Company assets, including Company time, equipment, materials,resources and proprietary information, must be used forlegitimate business purposes only. Incidental and occasionalpersonal use of the Company’s electronic mail and telephonesystems is permitted. However, you should be aware that evenpersonal messages on the Company’s computer and telephonesystems are Company property and you should therefore have noexpectation of personal privacy in connection with your use ofthese resources.
**Disclosures in Periodic Reports**
     As a public company, the Company is required tofile various periodic reports with the Securities and ExchangeCommission. It is Company policy to make full, fair, accurate,timely and understandable disclosure in compliance with allapplicable laws and regulations in all required periodic reports.
**Compliance with the Code of Ethics**
     If you have questions about this Code of Ethics,you should seek guidance from the Chief Financial Officer. Ifyou know of or suspect a violation of applicable laws orregulations or the Code of Ethics, you must immediately reportthat information to the Chief Executive Officer (or, withrespect to the Chief Executive Officer, the Audit Committee ofthe Board of Directors). *No one will be subject toretaliation because of a good faith report of suspectedmisconduct*.
**Waivers of the Code**
     The Company will waive application of thepolicies set forth in this Code of Ethics only whencircumstances warrant granting a waiver, and then only inconjunction with any appropriate monitoring of the particularsituation. Changes in and waivers of this Code of Ethics may bemade only by the Board of Directors or the Audit Committee ofthe Board of Directors and will be disclosed as required underapplicable law and regulations.
**No Rights Created**
     This Code is a statement of the fundamentalprinciples and key policies and procedures that govern theCompany’s Senior Financial Officers in the conduct of theCompany’s business. It is not intended to and does notconstitute an employment contract or assurance of continuedemployment, and does not create any rights in any employee,client, supplier, competitor, shareholder or any other person orentity.

 

**ACKNOWLEDGMENT FORM**
     I have received and read the Code of Ethics forSenior Financial Officers, and I understand its contents. Iagree to comply fully with the standards, policies andprocedures contained in the Code of Ethics and theCompany’s related policies and procedures. I understandthat I have an obligation to report to the Chief ExecutiveOfficer (or, with respect to the Chief Executive Officer, theAudit Committee of the Board of Directors) any suspectedviolations of the Code of Ethics that I am aware of. I certifythat, except as fully disclosed in accordance with the terms ofthis Code of Ethics, I have not engaged in any transactions oractivities that would constitute an actual or apparent conflictwith the interests of the Company. I further certify that I amin full compliance with the Code of Ethics and any relatedpolicies and procedures:
  Signature      Printed Name      Title      Date