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<PAGE>

                                  SCHEDULE 14A
                                 (RULE 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION


           PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                      EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)


Filed by the Registrant

|X| Filed by a Party other than the Registrant

Check the appropriate box:

     Preliminary Proxy Statement        Confidential, For Use of the Commission
|X|  Definitive Proxy Statement          Only (as permitted by Rule 14a-6(e)(2))
     Definitive Additional Materials
     Soliciting Material Pursuant to
      Rule 14a-11(c) or 14a-12

                       ELECTRONICS BOUTIQUE HOLDINGS CORP.
                 ----------------------------------------------
                (Name of Registrant as Specified In Its Charter)

    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X|  No Fee Required
     Fee computed on table below per Exchange Act Rules 14(a)6(i)(1) and 011.

     (1) Title of each class of securities to which investment applies:

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

     (2) Aggregate number of securities to which investment applies:

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

     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 011: (set forth the amount on which the
         filing fee is calculated and state how it was determined):

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

     (4) Proposed maximum aggregate value of transaction:

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

     (5) Total fee paid

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

    Fee paid previously with preliminary materials.

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

     Check box if any part of the fee is offset as provided by Exchange Act Rule
011(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

     (1) Amount Previously Paid:

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

     (2) Form, Schedule or Registration Statement No.:

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

     (3) Filing Party:

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

     (4) Date Filed:

         -------------------------------------------------------------------
<PAGE>


                                     [LOGO]

                       ELECTRONICS BOUTIQUE HOLDINGS CORP.
                            931 SOUTH MATLACK STREET
                        WEST CHESTER, PENNSYLVANIA 19382


                                  June 8, 2001



DEAR FELLOW STOCKHOLDER:

     On behalf of the Board of Directors, I am pleased to invite you to attend
the annual meeting of stockholders of Electronics Boutique Holdings Corp., to be
held on Monday, July 16, 2001, at 11:00 a.m., local time, at Electronics
Boutique's executive offices, 931 South Matlack Street, West Chester,
Pennsylvania. The Notice of Meeting, Proxy Statement and form of proxy are
enclosed with this letter.

     At the annual meeting, stockholders will elect two persons to serve as
directors of Electronics Boutique and vote upon a proposal to ratify the Board's
appointment of KPMG LLP as independent accountants for Electronics Boutique for
fiscal 2002. Our Annual Report to Stockholders for the fiscal year ended
February 3, 2001 accompanies this Proxy Statement.

     I am delighted you have chosen to invest in Electronics Boutique and hope
that, whether or not you plan to attend the annual meeting, you will vote as
soon as possible by completing, signing and returning the enclosed proxy card in
the envelope provided. Your vote is important. Voting by written proxy will
ensure your representation at the annual meeting if you do not attend in person.

     I look forward to seeing you at the annual meeting.



                                 Very truly yours,

                                 /s/ James J. Kim
                                 ---------------------------
                                 JAMES J. KIM
                                 Chairman of the Board


<PAGE>

                                     [LOGO]

                       ELECTRONICS BOUTIQUE HOLDINGS CORP.
                            931 SOUTH MATLACK STREET
                        WEST CHESTER, PENNSYLVANIA 19382

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

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                           TO BE HELD ON JULY 16, 2001

TO THE STOCKHOLDERS:

     NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
Electronics Boutique Holdings Corp., a Delaware corporation, will be held on
Monday, July 16, 2001, at 11:00 a.m., local time, at Electronics Boutique's
executive offices, 931 South Matlack Street, West Chester, Pennsylvania, for the
following purposes:

     1.   To elect two Class III Directors, each to serve for a term of three
          years;

     2.   To consider and vote upon a proposal to ratify the appointment of KPMG
          LLP, independent certified public accountants, as auditors for
          Electronics Boutique for its fiscal year ending February 2, 2002; and

     3.   To act upon such other matters and transact such other business as may
          properly come before the annual meeting or any adjournments or
          postponements thereof.

     The Board of Directors has fixed the close of business on May 18, 2001 as
the record date for determining the stockholders entitled to receive notice of
and to vote, either in person or by proxy, at the annual meeting and at any and
all adjournments or postponements thereof.

                                       By Order of the Board of Directors:


                                       /s/ John R. Panichello
                                       -------------------------------
                                       JOHN R. PANICHELLO
                                       Senior Vice President,
                                       Chief Financial Officer
                                       and Secretary
West Chester, Pennsylvania
June 8, 2001

                             YOUR VOTE IS IMPORTANT.

     TO VOTE YOUR SHARES, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY
      AND MAIL IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID RETURN ENVELOPE.

<PAGE>
                                 ---------------
                                 PROXY STATEMENT
                                 ---------------

     This Proxy Statement is furnished to the stockholders of Electronics
Boutique Holdings Corp. ("Electronics Boutique") in connection with the
solicitation on behalf of the Board of Directors of Electronics Boutique of
proxies to be voted at the 2001 Annual Meeting of Stockholders of Electronics
Boutique (together with any adjournments or postponements thereof, the "Annual
Meeting"). The Annual Meeting will be held on Monday, July 16, 2001 at 11:00
a.m., local time, at Electronics Boutique's executive offices, which are located
at 931 South Matlack Street, West Chester, Pennsylvania 19382.

     This Proxy Statement, the accompanying proxy and Electronics Boutique's
Annual Report to Stockholders were first mailed to Electronics Boutique's
stockholders on or about June 8, 2001.

     All shares represented by properly executed proxies will be voted in
accordance with directions on the proxies. If no direction is indicated, the
shares will be voted at the Annual Meeting FOR the election of all the named
nominees for director and FOR the ratification of the appointment of KPMG LLP as
independent accountants for Electronics Boutique for the fiscal year ending
February 2, 2002. A stockholder executing and returning a proxy may revoke it at
any time before it is exercised by written notice to the Secretary of
Electronics Boutique or by voting in person at the Annual Meeting.

     The Board of Directors does not know of any matters to be brought before
the Annual Meeting other than the items set forth in the accompanying Notice of
Annual Meeting of Stockholders. The enclosed proxy confers discretionary
authority to the Board-appointed persons named therein to vote on any other
matter that is properly presented for action at the Annual Meeting.

     The cost of solicitation of proxies by the Board of Directors is to be
borne by Electronics Boutique. In addition to the use of the mails, proxies may
be solicited by telephone and telecopier transmission by the directors, officers
and employees of Electronics Boutique. Arrangements may also be made with
brokerage houses and other custodians, nominees and fiduciaries for the
forwarding of solicitation material to the beneficial owners of stock held of
record by such persons, and Electronics Boutique may reimburse such custodians,
nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them
in connection with the solicitation.

YOU ARE HEREBY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS TO COMPLETE, SIGN,
DATE AND RETURN THE PROXY IN THE ACCOMPANYING ENVELOPE, WHICH IS POSTAGE-PAID IF
MAILED IN THE UNITED STATES.


<PAGE>

                                ABOUT THE MEETING

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?


     At our Annual Meeting, stockholders will act upon the matters outlined
in the Notice of Annual Meeting of Stockholders on the cover page of this
proxy statement, including the election of two Class III directors and the
ratification of KPMG LLP as our independent accountants for the fiscal year
ending February 2, 2002. In addition, management will report on the
performance of Electronics Boutique during fiscal 2001 and respond to
appropriate questions from stockholders.


WHO IS ENTITLED TO VOTE AT THE MEETING?

     Only stockholders of record of shares of common stock at the close of
business on May 18, 2001 (the "Record Date") will be entitled to vote at the
Annual Meeting. On the Record Date, 22,441,790 shares of common stock, the only
outstanding voting securities of Electronics Boutique, were outstanding. If you
were a stockholder of record of shares of common stock on that date, you will be
entitled to vote all of the shares that you held on that date at the Annual
Meeting.

WHAT ARE THE VOTING RIGHTS OF THE STOCKHOLDERS OF ELECTRONICS BOUTIQUE COMMON
STOCK?

     Each share of common stock is entitled to one vote on each proposal
submitted to stockholders. Stockholders of record may vote on a matter by
marking the appropriate box on the proxy.

WHO CAN ATTEND THE ANNUAL MEETING?

     Any interested person may attend the Annual Meeting.

WHAT CONSTITUTES A QUORUM?

     A majority of the outstanding shares of common stock of Electronics
Boutique, represented in person or by proxy, shall constitute a quorum for the
transaction of business at the Annual Meeting. As of the Record Date, 22,441,790
shares of common stock of Electronics Boutique were outstanding. Thus, the
presence, in person or by proxy, of the stockholders of common stock
representing at least 11,220,896 votes will be required to establish a quorum.
Directors will be elected by a plurality of the votes of the shares present at
the Annual Meeting and entitled to vote on the election of directors. Action on
all other matters scheduled to come before the Annual Meeting will be authorized
by the affirmative vote of the majority of shares present at the Annual Meeting
and entitled to vote on such matters. Abstentions will be treated as shares that
are present and entitled to vote for purposes of determining the presence of a
quorum but as unvoted for purposes of determining the approval of any matter
submitted to the stockholders for a vote. If a broker indicates on the proxy
that it does not have discretionary authority as to certain shares to vote on a
particular matter, those shares will not be considered as present and entitled
to vote with respect to that matter.

HOW DO I VOTE?

     If you complete and properly sign the accompanying proxy card and return it
to Electronics Boutique, it will be voted as you direct. If you are a
stockholder of record and attend the Annual Meeting, you may deliver your
completed proxy card in person. "Street name" stockholders who wish to vote at
the Annual Meeting will need to obtain a proxy form from the institution that
holds their shares.

CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?

     Yes. Even after you have submitted your proxy card, you may change your
vote at any time before the proxy is exercised by filing with the secretary of
the company either a notice of revocation or a duly executed proxy


                                       2
<PAGE>

bearing a later date. The powers of the proxy holders will be suspended if you
attend the Annual Meeting in person and so request, although attendance at the
Annual Meeting will not by itself revoke a previously granted proxy.

WHAT ARE THE BOARD'S RECOMMENDATIONS?

     Unless you give other instructions on your proxy card, the persons named as
proxy holders on the proxy card will vote in accordance with the recommendations
of the Board. The Board's recommendation is set forth with the description of
each item in this proxy statement. In summary, the Board recommends a vote for
Mr. Kim and Mr. Firestone as Class III Directors with terms expiring at the 2004
annual meeting of stockholders and a vote for KPMG LLP to act as Electronics
Boutique's independent accountants for the fiscal year ending February 2, 2002.

     With respect to any other matter that properly comes before the Annual
Meeting, the proxy holders will vote as recommended by the Board of Directors,
or, if no recommendation is given, in their own discretion.

                         ITEM 1 - ELECTION OF DIRECTORS

     Electronics Boutique's Certificate of Incorporation and Bylaws provide that
its directors are to be classified into three classes, with the directors in
each class serving for three-year terms and until their successors are elected.

     The Board has nominated James J. Kim and Joseph J. Firestone, each of whom
is currently a member of the Board, for election as Class III Directors. If
elected, such nominees will serve for a three-year term to expire at Electronics
Boutique's annual meeting of stockholders in 2004 or until their successors are
duly elected and qualified. Information regarding the foregoing nominees, as
well as the other persons who are expected to serve on the Board following the
Annual Meeting, is set forth below.

     The Board has no reason to believe that either of the nominees will not
serve if elected, but if either nominee should subsequently become unavailable
to serve as a director, the persons named as proxies may, in their discretion,
vote for a substitute nominee designated by the Board or, alternatively, the
Board may reduce the number of directors to be elected at the Annual Meeting.

     THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF BOTH
NOMINEES. PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED EXCEPT WHERE AUTHORITY
HAS BEEN WITHHELD.

NOMINEES FOR ELECTION AS CLASS III DIRECTORS - TERM EXPIRES AT THE 2004 ANNUAL
MEETING OF STOCKHOLDERS

JAMES J. KIM

Mr. Kim, age 65, has served as Electronics Boutique's Chairman and a Class III
Director since March 1998. Mr. Kim founded The Electronics Boutique, Inc.
("EB"), the predecessor of Electronics Boutique, in 1977 and has served as its
Chairman since its inception. Mr. Kim has served as Chairman and Chief Executive
Officer of Amkor Technology, Inc. ("Amkor") and Amkor Electronics, Inc. ("AEI")
since September 1997 and 1968, respectively. In April 1998, AEI merged with and
into Amkor. Amkor is a semiconductor packaging and test service company. Mr. Kim
also serves as the Chairman of Anam Semiconductor, Inc. in South Korea. Mr. Kim
also serves as a member of the Board of Managers of Vis.align LLC, a company
which provides information technology services and as a director of Mattson
Technology, Inc., a supplier of high productivity semiconductor processing
equipment. Mr. Kim is the father of Susan Y. Kim, a Class I Director and the
father-in-law of John R. Panichello, Electronics Boutique's Senior Vice
President and Chief Financial Officer. Mr. Kim is a member of the Compensation
Committee of the Board.

JOSEPH J. FIRESTONE


Mr. Firestone, age 69, has served as the President, Chief Executive Officer and
a Class III Director of Electronics Boutique since March 1998. Mr. Firestone has
served as the President of EB, the predecessor of Electronics Boutique, since
February 1984, and the President and Chief Executive Officer of EB since
February 1995. Effective June 11, 2001, Mr. Firestone is retiring as
President and Chief Executive Officer of Electronics Boutique and will serve
as a consultant to the Board of Directors through July 2003.



                                       3
<PAGE>

Mr. Firestone served as a director of an affiliate of EB, Electronics Boutique
Plc ("EB-UK"), from November 1995 until November 1999 and served as the
non-executive chairman of EB-UK from November 1995 until June 1998. Mr.
Firestone also serves on the Executive Advisory Board of the Center for
Retailing Education and Research of the University of Florida and as a Director
of the National Retail Federation.

CLASS I DIRECTORS - TERM EXPIRES AT THE 2002 ANNUAL MEETING OF STOCKHOLDERS


JEFFREY W. GRIFFITHS

Mr. Griffiths, age 50, has served as Electronics Boutique's Senior Vice
President of Merchandising and Distribution since March 1998. Mr. Griffiths
has served as Senior Vice President of Merchandising and Distribution of
Electronics Boutique's predecessor since March 1996. Effective June 11, 2001,
Mr. Griffiths will be promoted to President and Chief Executive Officer of
Electronics Boutique and join the Board as a Class I Director. From March
1987 to February 1996, Mr. Griffiths served as Vice President of
Merchandising of Electronics Boutique's predecessor, and from April 1984
until February 1987 he served as Merchandise Manager. Mr. Griffiths serves on
the Board of Directors of the Interactive Entertainment Merchants Association.


SUSAN Y. KIM

Ms. Kim, age 38, has served as a Class I Director of Electronics Boutique since
March 1998. Ms. Kim served as a Senior District Manager of EB from 1991 to 1992,
as EB's Personnel Manager from 1989 to 1991, as a Buyer for EB from 1986 to
1989, and as a Field Manager for EB from 1985 to 1986. Ms. Kim is the daughter
of James J. Kim, Electronics Boutique's Chairman and the wife of John R.
Panichello, Electronics Boutique's Senior Vice President and Chief Financial
Officer.

STANLEY ("MICKEY") STEINBERG

Mr. Steinberg, age 68, has served as a Class I Director of Electronics Boutique
since September 1998. Mr. Steinberg has served as a consultant to Sony Corp. of
America since June 1998. From August 1994 to June 1998, Mr. Steinberg served as
Chairman of Sony Retail Entertainment. From 1989 until 1994, Mr. Steinberg
served as Executive Vice President and Chief Operating Officer of Walt Disney
Imagineering. Mr. Steinberg serves on the Board of Directors of AMC, Inc. and
from August 1997 until June 1998, served on the Board of Directors of Loews
Cineplex Entertainment. Mr. Steinberg is a member of the Audit Committee of the
Board.

CLASS II DIRECTORS - TERM EXPIRES AT THE 2003 ANNUAL MEETING OF STOCKHOLDERS

DEAN S. ADLER

Mr. Adler, age 44, has served as a Class II Director of Electronics Boutique
since March 1998. In March 1997, Mr. Adler formed Lubert/Adler Partners, LP, a
limited partnership investing primarily in real estate and real estate related
ventures. For ten years prior thereto, Mr. Adler was a principal and co-head of
the private equity group of CMS Companies, which specialized in acquiring
operating businesses and real estate within the private equity market. Mr. Adler
was also an instructor at The Wharton School of the University of Pennsylvania.
Mr. Adler serves on the Boards of Directors of US Franchise Systems, Inc., Trans
World Entertainment Corporation, and Developers Diversified Realty Corporation.
Mr. Adler is a member of the Audit Committee and Compensation Committee of the
Board.

LOUIS J. SIANA

Mr. Siana, age 69, has served as a Class II Director of Electronics Boutique
since March 1998. Mr. Siana is a certified public accountant and a senior
partner in the accounting firm of Siana, Carr & O'Connor LLP. Mr. Siana is a
member of the Audit Committee and Compensation Committee of the Board.

              FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

ATTENDANCE AT MEETINGS

     The Board held six meetings during fiscal 2001. No director attended fewer
than 75% of the total number of meetings of the Board and Board Committees on
which such director served.

COMMITTEES OF THE BOARD

     The Board has established two standing committees: the Audit Committee and
the Compensation Committee.


                                       4
<PAGE>

     AUDIT COMMITTEE. The Audit Committee reviews the professional services
provided by Electronics Boutique's independent accountants and the independence
of such firm from the management of Electronics Boutique. This Committee also
reviews the scope of the audit by Electronics Boutique's independent
accountants, the annual financial statements of Electronics Boutique, its
systems of internal accounting controls and such other matters with respect to
the accounting, internal auditing and financial reporting practices and
procedures as it may find appropriate or as may be brought to its attention, and
meets from time to time with members of Electronics Boutique's finance and
internal audit staff. The Audit Committee is currently comprised of the
following non-employee directors: Messrs. Adler, Siana and Steinberg, each of
which is independent as defined by the requirements of NASDAQ. The Audit
Committee met four times in fiscal 2001. The Audit Committee adopted a formal
written charter which was approved by the Board. A copy of the Audit Committee's
charter is attached to this Proxy Statement as Exhibit "A".

     COMPENSATION COMMITTEE. The Compensation Committee reviews executive
salaries, administers the stock option plan of Electronics Boutique and approves
the salaries, bonuses and other benefits of the executive officers of
Electronics Boutique. In addition, the Compensation Committee advises and
consults with Electronics Boutique's management regarding benefit plans and
compensation policies and practices of Electronics Boutique. The Compensation
Committee is comprised of the following non-employee directors: Messrs: Kim,
Adler and Siana. The Compensation Committee met once during fiscal 2001.

     The Board has not established a Nominating Committee, nor does any other
committee perform similar functions.

AUDIT COMMITTEE REPORT

     Notwithstanding anything to the contrary set forth in Electronics
Boutique's filings under the Securities Act of 1933 or the Securities Exchange
Act of 1934 that might incorporate other filings with the Securities and
Exchange Commission, including this Proxy Statement, in whole or in part, the
following report shall not be deemed incorporated by reference into any such
filings.

     The Audit Committee has reviewed and discussed Electronics Boutique's
audited financial statements with both management and KPMG LLP, Electronics
Boutique's independent accountants. The Audit Committee has discussed with KPMG
LLP the matters required to be discussed by Statement on Auditing Standards No.
61 (Communication with Audit Committees). The Audit Committee has received the
written disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees) and has discussed with KPMG LLP, the independent auditors'
independence.

     Based on the reviews and discussions referred to above, the Audit Committee
recommends to the Board that the financial statements referred to above be
included in Electronics Boutique's Annual Report on Form 10-K.

                           AUDIT COMMITTEE:
                           ----------------

                           Dean S. Adler
                           Louis J. Siana
                           Stanley Steinberg


                                       5
<PAGE>

COMPENSATION OF BOARD OF DIRECTORS

     Non-employee directors receive a fee of $1,500 for each Board or Board
Committee meeting attended. In addition, since fiscal 2000, Mr. Kim, the
Chairman of the Board, has received an annual salary of $250,000, payable
quarterly, and a bonus equal to one-half of the annual bonus of Electronics
Boutique's President, along with options to purchase one-half of the number of
shares of common stock granted to Electronics Boutique's President. Directors
who are also full-time employees of Electronics Boutique receive no additional
compensation for service as directors.

                               EXECUTIVE OFFICERS

     Set forth below is information regarding the executive officers of
Electronics Boutique who are not members of or nominees for the Board.




SETH P. LEVY

Mr. Levy, age 43, has served as Senior Vice President and Chief Information
Officer and the President of Electronics Boutique's EBWORLD.COM subsidiary since
March 1999. From February 1997 to March 1999, Mr. Levy served as the Vice
President and Chief Information Officer. From 1991 until February 1997, Mr. Levy
served as the Director of System Development for the May Merchandising and May
Department International divisions of May Department Stores.

JOHN R. PANICHELLO


Mr. Panichello, age 39, has served as the Senior Vice President and Chief
Financial Officer of Electronics Boutique since March 1998. Mr. Panichello
has served as the Senior Vice President of Finance of Electronics Boutique's
predecessor and the President of the BC Sports Collectibles division since
March 1997. Effective June 11, 2001, Mr. Panichello will be promoted to
Senior Vice President and Chief Operating Officer of Electronics Boutique.
From March 1996 to February 1997, Mr. Panichello served as Electronics
Boutique's Senior Vice President of Finance and, from June 1994 to February
1996, he served as Vice President and Treasurer. Mr. Panichello served as a
director of EB-UK from May 1995 until November 1999. Mr. Panichello is a
Certified Public Accountant. Mr. Panichello is the husband of Susan Y. Kim
and the son-in-law of James J. Kim.


STEPHEN R. MORGAN

Mr. Morgan, age 49, joined Electronics Boutique in January 2001 as Senior Vice
President of Stores. From May 1998 until January 2001, Mr. Morgan served as
President and CEO of Millennium Futures, Inc., a commodity trading company. From
July 1996 until May 1998, he served as Senior Vice President, Director of Stores
at Filene's Department Stores. From May 1988 until July 1996, he served as
Regional Vice President at Filene's Department Stores.

JAMES A. SMITH


Mr. Smith, age 45, has served as the Senior Vice President of Finance of
Electronics Boutique since August 2000. Effective June 11, 2001, Mr. Smith
will be promoted to Senior Vice President and Chief Financial Officer of
Electronics Boutique. Mr. Smith served as Electronics Boutique's Vice
President-Finance from May 1998 until August 2000, as Vice President and
Controller from March 1996 to May 1998, and as Controller from November 1993
until March 1996.


                                       6
<PAGE>

                ITEM 2 - RATIFICATION OF INDEPENDENT ACCOUNTANTS

     The Board, upon the recommendation of the Audit Committee, has appointed
the firm of KPMG LLP, independent certified public accountants, to audit the
books, records and accounts of Electronics Boutique and its subsidiaries for the
fiscal year ending February 2, 2002, subject to ratification of such appointment
by Electronics Boutique's stockholders. KPMG LLP and its predecessors have
served as independent accountants for Electronics Boutique and EB since the 1995
fiscal year, and are considered well qualified. Representatives of KPMG LLP are
expected to be present at the Annual Meeting and will have the opportunity to
make a statement if they desire to do so. It is also expected that they will be
available to respond to appropriate questions.

     THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE RATIFICATION OF
KPMG LLP. PROXIES SOLICITED BY THE BOARD WILL BE VOTED FOR THE RATIFICATION OF
KPMG LLP UNLESS STOCKHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.

AUDIT FEES

     The aggregate fees billed by KPMG LLP for professional services rendered
for the audit of Electronics Boutique's annual financial statements for fiscal
2001 and for the reviews of financial statements included in Electronics
Boutique's Quarterly Reports on 10-Q for fiscal 2001 were $180,000.

ALL OTHER FEES

     The aggregate fees billed by KPMG, LLP for professional services, other
than the services described under "Audit Fees" for fiscal 2001, were $169,600.



                                       7
<PAGE>

                             EXECUTIVE COMPENSATION

COMPENSATION SUMMARY

     The following table summarizes for Electronics Boutique's last three fiscal
years the compensation of Electronics Boutique's President and Chief Executive
Officer and the other executive officers of Electronics Boutique whose salary
and bonus was in excess of $100,000 during fiscal 2001 (the "Named Executive
Officers"), for services rendered in all capacities to Electronics Boutique and
its subsidiaries.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                   LONG-TERM
                                                    ANNUAL COMPENSATION           COMPENSATION
                                                   -----------------------        ------------
                                                                                   SECURITIES
                                     FISCAL                                        UNDERLYING      ALL OTHER
          NAME AND TITLE              YEAR         SALARY         BONUS(1)         OPTIONS(#)     COMPENSATION
          --------------             ------        ------         --------         -----------    ------------
<S>                                   <C>         <C>             <C>                <C>            <C>
Joseph J. Firestone                   2001        $604,221        $441,375           145,000        $2,000(2)
President, Chief Executive Officer    2000        $529,582        $535,000            30,000        $1,590(2)
and Director                          1999        $488,436        $500,000           428,571        $2,000(2)

Jeffrey W. Griffiths                  2001        $289,800        $107,002            80,000        $2,000(2)
Senior Vice President of              2000        $257,749        $129,700            15,000        $1,531(2)
Merchandising and Distribution        1999        $238,852        $121,200           150,000        $2,000(2)

John R. Panichello                    2001        $252,818        $ 93,750            70,000        $2,000(2)
Senior Vice President and Chief       2000        $192,978        $ 97,100            15,000        $1,522(2)
Financial Officer                     1999        $178,475        $ 90,750           128,571        $2,000(2)

Seth P. Levy                          2001        $195,297        $ 72,373            47,000        $2,000(2)
Senior Vice President and             2000        $173,604        $ 87,725            15,000        $1,715(2)
Chief Information Officer             1999        $156,668        $ 29,000            32,143        $2,000(2)

James A. Smith                        2001        $160,832        $ 67,500              --          $2,000(2)
Senior Vice President of Finance      2000        $117,992        $ 25,000             7,500        $1,598(2)
                                      1999        $108,874        $ 23,200            32,143        $2,000(2)
</TABLE>

 -------------------
(1)  Amounts have been listed for the year earned although actually paid in the
     following fiscal year or deferred at the executive's election until a
     subsequent fiscal year.

(2)  Consists of Electronics Boutique's matching contribution pursuant to its
     401(k) defined contribution plan.


                                       8
<PAGE>


FISCAL 2001 STOCK OPTION GRANTS

         The following table sets forth certain information regarding grants of
stock options made during fiscal 2001 to the Named Executive Officers pursuant
to Electronics Boutique's stock option plan. No grants of stock appreciation
rights were made during fiscal 2001 to any of the Named Executive Officers or
any other employees of Electronics Boutique.

                        OPTION GRANTS IN LAST FISCAL YEAR
                                INDIVIDUAL GRANTS

<TABLE>
<CAPTION>
                                          % OF TOTAL                                POTENTIAL REALIZABLE VALUE
                           NUMBER OF       OPTIONS                                  AT ASSUMED ANNUAL RATES OF
                           SECURITIES     GRANTED TO                                 STOCK PRICE APPRECIATION
                           UNDERLYING     EMPLOYEES                                      FOR OPTION TERM
                            OPTIONS       IN FISCAL     EXERCISE     EXPIRATION     --------------------------
NAME                        GRANTED         YEAR         PRICE          DATE              5%          10%
----                      -----------     ---------    -----------   ----------      ----------    ----------
<S>                         <C>            <C>         <C>             <C>           <C>           <C>
Joseph J. Firestone         145,000        34.6%       $15.0625/sh     2/27/10       $1,373,545    $3,480,833
Jeffrey W. Griffiths         80,000        19.1%       $15.0625/sh     2/27/10       $  757,818    $1,920,460
John R. Panichello           70,000        16.7%       $15.0625/sh     2/27/10       $  663,091    $1,680,402
Seth P. Levy                 47,000        11.2%       $15.0625/sh     2/27/10       $  445,218    $1,128,270
</TABLE>

OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES

     The following table sets forth certain information regarding the total
number and aggregate value of options exercised by each of the Named Executive
Officers during fiscal 2001 and the total number and aggregate value of options
held by each of the Named Executive Officers at February 3, 2001.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                                   NUMBER OF
                                                                   SECURITIES
                                                                   UNDERLYING
                                                                   UNEXERCISED            VALUE OF UNEXERCISED
                                                                   OPTIONS AT           IN-THE-MONEY OPTIONS AT
                                                                FISCAL YEAR-END(#)         FISCAL YEAR-END($)
                               SHARES ACQUIRED      VALUE         EXERCISABLE/               EXERCISABLE/
           NAME                 ON EXERCISE(#)    REALIZED($)     UNEXERCISABLE             UNEXERCISABLE(1)
--------------------------     ---------------    -----------   ------------------      ------------------------
<S>                            <C>                <C>           <C>                     <C>
Joseph J. Firestone                 0                  0        295,714 / 603,571       $1,410,713 / $2,677,944
Jeffrey W. Griffiths                0                  0        105,000 / 245,000       $  493,750 / $1,050,625
John R. Panichello                  0                  0         90,714 / 213,571       $  423,213 / $  906,069
Seth P. Levy                        0                  0         26,429 /  94,143       $  105,806 / $  340,831
James A. Smith                      0                  0         23,929 /  39,643       $  105,806 / $  158,706
</TABLE>

-------------
(1)  In-the-money options are options having a per share exercise price below
     the closing price of shares of Common Stock on the Nasdaq National Market
     on February 2, 2001 (the last trading day in fiscal 2001). The dollar
     amounts shown represent the amount by which the product of such closing
     price and the number of shares purchasable upon the exercise of such
     in-the-money options exceeds the aggregate price payable upon such
     exercise.


                                       9
<PAGE>

EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS


     In fiscal 1999, Electronics Boutique entered into employment agreements
with Messrs. Firestone, Griffiths and Panichello providing for their
employment as Chief Executive Officer, Senior Vice President of Merchandising
and Distribution and Senior Vice President and Chief Financial Officer,
respectively. The agreements are each for a period of three years and, in
some cases, may be extended automatically for additional one year terms,
unless terminated by either party in accordance with their terms. The
agreements provide for compensation consisting of base salaries of $500,000,
$242,375 and $181,500 for Messrs. Firestone, Griffiths and Panichello,
respectively, and certain fringe and other employee benefits that are made
available to the senior executives of Electronics Boutique. In the event that
employment is terminated for any reason other than death, disability or
"cause" (as defined in the agreements), the executive is entitled to receive
his then current base salary for the greater of his remaining term under the
employment agreement or a one year period. The agreements also limit certain
severance payments to an amount equal to $100 less than the maximum that
could be paid to the executive and deducted by Electronics Boutique under
Section 280G of the Internal Revenue Code in the event of termination of
employment for any reason other than death, disability or "cause," or if the
termination is related to a "change in control." In the event of disability,
the agreements provide for the continuation of the executive's compensation
for a period of one year, or, if greater, the remaining term of the
agreement. Effective June 11, 2001, Mr. Firestone is retiring as President
and Chief Executive Officer of Electronics Boutique and will serve as a
consultant to the Board of Directors through July 2003. Also, effective June
11, 2001, Mr. Griffiths will be promoted to President and Chief Executive
Officer of Electronics Boutique and Mr. Panichello will be promoted to Senior
Vice President and Chief Operating Officer of Electronics Boutique.


     In fiscal 2000, Electronics Boutique entered into an employment
agreement with Mr. Levy providing for his employment as Senior Vice President
and Chief Information Officer. The agreement runs for a period of two years
and, in some cases, may be extended automatically for additional one-year
terms, unless terminated by either party in accordance with its terms. The
agreement provides for compensation consisting of a base salary of $174,500
and certain fringe and other employee benefits that are made available to the
senior executives of Electronics Boutique. In the event that employment is
terminated for any reason other than death, disability or "cause" (as defined
in the agreement), Mr. Levy is entitled to receive his then current base
salary for the greater of his remaining term under the employment agreement
or a one year period. The agreement also limits certain severance payments to
an amount equal to $100 less than the maximum that could be paid to Mr. Levy
and deducted by Electronics Boutique under Section 280G of the Internal
Revenue Code in the event of termination of employment for any reason other
than death, disability or "cause," or if the termination is related to a
"change in control." In the event of disability, the agreement provides for
the continuation of Mr. Levy's compensation for a period of one year, or, if
greater, the remaining term of the agreement.


     In fiscal 2001, Electronics Boutique entered into an employment agreement
with Mr. Smith providing for his employment as Senior Vice President of Finance.
The agreement runs for a period of two years and, in some cases, may be extended
automatically for additional one-year terms, unless terminated by either party
in accordance with its terms. The agreement provides for compensation consisting
of a base salary of $180,000 and certain fringe and other employee benefits that
are made available to the senior executives of Electronics Boutique. In the
event that employment is terminated for any reason other than death, disability
or "cause" (as defined in the agreement), Mr. Smith is entitled to receive his
then current base salary for the greater of his remaining term under the
employment agreement or a one year period. The agreement also limits certain
severance payments to an amount equal to $100 less than the maximum that could
be paid to Mr. Smith and deducted by Electronics Boutique under Section 280G of
the Internal Revenue Code in the event of termination of employment for any
reason other than death, disability or "cause," or if the termination is related
to a "change in control." In the event of disability, the agreement provides for
the continuation of Mr. Smith's compensation for a period of one year, or, if
greater, the remaining term of the agreement. Effective June 11, 2001, Mr.
Smith will be promoted to Senier Vice President and Chief Financial Officer
of Electronics Boutique.


     In fiscal 2001, Electronics Boutique entered into an employment agreement
with Mr. Morgan providing for his employment as Senior Vice President of Stores.
The agreement runs for a period of three years and, in some cases, may be
extended automatically for additional one-year terms, unless terminated by
either party in accordance with its terms. The agreement provides for
compensation consisting of a base salary of $250,000 and certain fringe and
other employee benefits that are made available to the senior executives of
Electronics Boutique. In the event that employment is terminated for any reason
other than death, disability or "cause" (as defined in the agreement), Mr.
Morgan is entitled to receive his then current base salary for the greater of
his remaining term under the employment agreement or a one year period. The
agreement also limits certain severance payments to an amount


                                       10
<PAGE>

equal to $100 less than the maximum that could be paid to Mr. Morgan and
deducted by Electronics Boutique under Section 280G of the Internal Revenue Code
in the event of termination of employment for any reason other than death,
disability or "cause," or if the termination is related to a "change in
control." In the event of disability, the agreement provides for the
continuation of Mr. Morgan's compensation for a period of one year, or, if
greater, the remaining term of the agreement.

             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Overview of Electronics Boutique's Executive Compensation Policies and Practices

     The current members of the Compensation Committee are Messrs. Kim, Adler
and Siana. Mr. Kim is Electronics Boutique's Chairman and Messrs. Adler and
Siana are non-employee directors of Electronics Boutique. The Compensation
Committee, which was formed in July 1998, is charged with reviewing Electronics
Boutique's compensation practices and policies generally and specifically
establishing such practices and policies for the Chief Executive Officer and the
other executive officers of Electronics Boutique.

     The compensation of the Chief Executive Officer, Jeffrey Griffiths and John
Panichello for fiscal 2001 was agreed to in employment agreements entered into
by Electronics Boutique and each executive prior to the completion of
Electronics Boutique's initial public offering and the formation of the
Compensation Committee. The compensation levels in the employment agreements
were based on recommendations regarding current market data for the specific
positions held by each of the incumbents, as well as individual and Electronics
Boutique's prior year and anticipated future performance. The recommendations
were reviewed and approved by Electronics Boutique's Chairman, in the case of
the Chief Executive Officer, and by Electronics Boutique's Chief Executive
Officer for the other positions. The employment agreements for Messrs. Levy,
Smith and Morgan were entered into by Electronics Boutique in consultation with
the Compensation Committee.

     The Compensation Committee has developed and continuously enhances
compensation policies, plans and programs which align the financial interests of
Electronics Boutique's senior management, in their management capacities, with
those of its stockholders. The Compensation Committee believes that (i)
executive compensation should be meaningfully related to the performance of
Electronics Boutique and the value created for stockholders; (ii) compensation
programs should support both short and long-term goals and objectives of
Electronics Boutique; (iii) compensation programs should reward individuals for
outstanding contributions to Electronics Boutique's success; and (iv) short and
long-term compensation policies play a significant role in attracting and
retaining well qualified executives. For the Chief Executive Officer's
compensation, the Compensation Committee considers the recommendations of
Electronics Boutique's Chairman, who is also a member of the Compensation
Committee. For the compensation of Electronics Boutique's other executive
officers, the Compensation Committee considers the recommendation of Electronics
Boutique's Chief Executive Officer.

     In setting annual compensation for executive officers, the Compensation
Committee reviews a number of criteria relating to the financial performance of
Electronics Boutique generally and of each executive officer specifically during
the prior fiscal year, establishes expectations as to each such individual's
future contributions to Electronics Boutique and considers industry and
comparably-sized company data. In making its decision on compensation levels,
the Compensation Committee does not use any predetermined formula or assign any
particular weight to any individual criteria.

Industry Data

     Electronics Boutique participates in and subscribes to a number of
compensation and benefits surveys. In fiscal 2001, the predominant compensation
survey utilized to determine the compensation of Electronics Boutique's
executive officers was the 2000 National Retail Federation Survey of Specialty
Store Retailers (the "NRF Survey").

     The NRF Survey provided detailed compensation information, by position,
including base salary and bonus for executives in the retail industry. In
addition, the NRF Survey reported, as to each position, a compensation
comparison by category. Categories included merchandise (e.g.,
gifts/entertainment, apparel, footwear, etc.), sales


                                       11
<PAGE>

volume, number of stores, number of employees, average store square footage,
average store volume, and primary retail location (regional malls versus other
locations). Each category, as it applied to Electronics Boutique, was evaluated
to determine an average compensation level for each executive officer. The
survey also provides information regarding cash and other incentives applicable
to senior management.

Base Salary

     Recommendations for base salary levels take into account what is being paid
elsewhere in the market, as described above, so that Electronics Boutique can
remain competitive. Increases in base salary also take into account what has
happened in the business in the prior fiscal year as well as what is expected to
happen in the upcoming year. These factors include:

      SALES                   Electronics Boutique's prior fiscal year sales
                              volume is an important factor when evaluating base
                              salary increases. Increased sales volume indicates
                              that the executives have ensured that products are
                              in Electronics Boutique's stores at the proper
                              time, stores are staffed with knowledgeable sales
                              people, and customers are satisfied with
                              Electronics Boutique's products and service.

      FORECASTED SALES        Evaluation of industry forecasts for the retail
                              industry, what new products will be introduced
                              into the market, and the overall economic outlook
                              for the country are all important factors
                              regarding Electronics Boutique's anticipated
                              profitability and, therefore, compensation levels.

      GROWTH                  Electronics Boutique's growth is evaluated, in
                              both absolute terms and as compared to planned
                              rates of growth, based on several determinants, as
                              follows:

                                  o Number of stores
                                  o Comparable store sales
                                  o Overall sales volume
                                  o Market share
                                  o Net income
                                  o Planned vs. actual growth rates

      NET PROFIT GOALS        These include an evaluation of store profit and
                              loss, expenses associated with the management of
                              the stores and support from the home office and
                              distribution center.

Bonus

         Bonus payments are made based on Electronics Boutique's performance for
the prior fiscal year. Bonus amounts included in the agreements are determined
by performance and compared to external research provided in the surveys and
reports described above to ensure competitiveness within the industry.

Stock Based Incentive Awards

         The Compensation Committee believes that it is important for
executives, as well as other employees, to have a vested interest in Electronics
Boutique, through the granting of stock options which generally vest over a
three-year period, thereby more closely aligning the long-term interest of
executives with that of Electronics Boutique's stockholders. The Compensation
Committee believes that stock options provide incentive to executives by giving
them a strong economic interest in maximizing stock price appreciation and
enhancing their performance in attaining long-term Electronics Boutique
objectives. The Compensation Committee made grants under Electronics Boutique's
2000 Equity Participation Plan and granted stock options to purchase an
aggregate of 402,000 shares of Common Stock to the Named Executive Officers
during fiscal 2001. Mr. Firestone also authorized grants of stock options to new
employees with the consent of the Compensation Committee. All stock options
granted


                                       12
<PAGE>


during fiscal 2001 by Electronics Boutique had exercise prices equal to the fair
market value of the Common Stock on the date of grant. All employees of
Electronics Boutique are eligible to receive grants of stock options under the
2000 Equity Participation Plan, and the Compensation Committee, upon senior
management's recommendations, makes an effort to ensure that option grants are
made to a significant number of levels of employees within Electronics Boutique,
given the competitive nature of the industry with respect to recruiting and
retaining the best available personnel.

CEO COMPENSATION

         As Chief Executive Officer, Mr. Firestone is compensated pursuant to
his employment agreement. In accordance with Mr. Firestone's employment
agreement, Mr. Firestone's current annual base salary, as approved by the
Compensation Committee, is $588,500. Under his employment agreement, Mr.
Firestone is entitled to a cash bonus up to 100% of his annual base salary. Mr.
Firestone earned a bonus of 75% of his annual base salary, or $441,375 in fiscal
2001, $166,375 of Mr. Firestone's bonus was paid in 2001 and $275,000 was
deferred at Mr. Firestone's election. The Compensation Committee awarded Mr.
Firestone the bonus based on Electronics Boutique's achievements in fiscal 2001,
including the measurement factors indicated below compared to fiscal 2000
levels:

         Measurement Area                             Percentage Increase
         ----------------                             -------------------
         Net Sales                                            5.6%
         Number of Stores                                    19.1%
         Comparable Store Sales                              (4.5)%
         Net Income                                         (34.9)%

         The Compensation Committee believes Mr. Firestone's current
compensation is fully consistent with Electronics Boutique's philosophy on
executive compensation and appropriate in view of Electronics Boutique's
performance in fiscal 2001.

Tax Deductibility; Other

         Section 162(m) of the Internal Revenue Code imposes a $1 million limit
on the allowable tax deduction of compensation paid by a publicly-held
corporation to its chief executive officer and its other four most highly
compensated officers employed at year-end, subject to certain pre-established
objective performance-based exceptions. The Compensation Committee intends to
take Section 162(m) into account when formulating its compensation policies for
Electronics Boutique's executive officers and to comply with Section 162(m)
where the Compensation Committee determines compliance to be practicable and in
the best interests of Electronics Boutique and its stockholders.

         The Report of the Compensation Committee shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934 and shall not otherwise be deemed filed under
such Acts.

Conclusion

         The Committee intends to seek to continue to operate under, and to
adjust where necessary, these performance-driven compensation policies and
practices to assure that they are consistent with the goals and objectives of
Electronics Boutique, and with the primary mission of the full Board of
increasing long-term stockholder value.

                                Respectfully submitted,

                                JAMES J. KIM
                                DEAN S. ADLER
                                LOUIS J. SIANA


                                       13
<PAGE>

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The members of the Compensation Committee during fiscal 2001 were James
J. Kim, Dean S. Adler and Louis J. Siana. Mr. Kim had a direct or indirect
material interest in certain transactions involving Electronics Boutique during
fiscal 2001. See "Certain Relationships and Related Transactions."


                                       14
<PAGE>

                     COMPARISON OF TOTAL STOCKHOLDER RETURN

         The following graph compares the cumulative total stockholder return on
the Common Stock with the Standard & Poor's 500 Composite Index and the Standard
& Poor's Retail (Specialty) Index for the period from July 28, 1998 through
February 2, 2001, assuming an initial investment of $100 and the reinvestment of
all dividends.

    ELECTRONICS BOUTIQUE HOLDINGS CORP. V. S&P 500 V. S&P RETAIL (SPECIALTY)

            [THE TABLE BELOW WAS REPRESENTED IN THE PRINTED MATERIAL
                                BY A LINE GRAPH]

<TABLE>
<CAPTION>
                                                 7/28/98      1/30/99     1/29/00    2/02/01
                                                 -------      -------     -------    -------
<S>                                                <C>          <C>         <C>       <C>
Electronics Boutique Holdings Corp.                $100         $131        $117      $135
S&P 500                                            $100         $114        $126      $123
S&P Retail (Specialty)                             $100         $ 91        $ 66      $ 68
</TABLE>


                                       15
<PAGE>


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The table below sets forth, as of May 18, 2001, certain information
regarding the beneficial ownership of Common Stock by each stockholder known to
Electronics Boutique to be the beneficial owner of more than 5% of the Common
Stock, each of Electronics Boutique's directors and Named Executive Officers,
and all directors and executive officers as a group.

<TABLE>
<CAPTION>

                                                        SHARES BENEFICIALLY
                                                               OWNED(2)
NAME AND ADDRESS OF                                 ----------------------------
BENEFICIAL OWNER(1)                                  NUMBER           PERCENTAGE
--------------------                                ----------        ----------
<S>                                                 <C>               <C>
EB Nevada, Inc.(3)                                  13,669,100            60.9%
2255-A Renaissance Drive, Suite 4
Las Vegas, Nevada 89119

James J. and Agnes C. Kim(3)(4)                     13,669,200            60.9%
931 South Matlack Street
West Chester, Pennsylvania 19382

Eastbourne Capital Management, L.L.C.(5)             1,186,000             5.3%

Provident Investment Counsel, Inc.(6)                1,129,500             5.0%

Joseph J. Firestone                                    345,047              *

Dean S. Adler                                           10,000              *

Susan Y. Kim(3)(4)                                     114,047              *

Louis J. Siana                                          10,000              *

Stanley Steinberg                                       12,000              *

John R. Panichello(4)                                  114,047              *

Jeffrey W. Griffiths                                   133,936              *

Seth P. Levy                                            43,096              *

Steven R. Morgan                                             0              *

James A. Smith                                          24,929              *

All directors and executive officers as
  a group (10 persons)(7)                              693,055             3.0%
</TABLE>

--------------------
*Less than 1.0%

(1)  Unless otherwise noted, Electronics Boutique believes that all persons
     named in the above table have sole voting and investment power with respect
     to the shares beneficially owned by them.

(2)  For purposes of this table, a person is deemed to be the "beneficial owner"
     of any shares that such person has the right to acquire within 60 days,
     including upon the exercise of stock options. For purposes of


                                       16
<PAGE>

     computing the percentage of outstanding shares held by each person named
     above on a given date, any security that such person has the right to
     acquire within 60 days is deemed to be outstanding, but is not deemed to be
     outstanding for the purpose of computing the percentage ownership of any
     other person.

(3)  EB Nevada, Inc. is a wholly-owned subsidiary of The Electronics Boutique,
     Inc., all of the outstanding capital stock of which is owned by James J.
     Kim, Agnes C. Kim, the David D. Kim Trust of December 31, 1987, the John T.
     Kim Trust of December 31, 1987 and the Susan Y. Kim Trust of December 31,
     1987 (such trusts referred to as the "Kim Trusts"). Each of the Kim Trusts
     has in common Susan Y. Kim and John F.A. Earley as co-trustees, in addition
     to a third trustee (John T. Kim in the case of the Susan Y. Kim Trust and
     the John T. Kim Trust and David D. Kim in the case of the David D. Kim
     Trust) (the trustees of each trust may be deemed to be the beneficial
     owners of the shares held by such trust). In addition, the trust agreement
     for each of these trusts encourages the trustees of the trusts to vote the
     shares of Common Stock held by them, in their discretion, in concert with
     James J. Kim's family. Accordingly, the trusts, together with their
     respective trustees and James J. and Agnes C. Kim, may be considered a
     "group" under Section 13(d) of the Exchange Act. This group may be deemed
     to have beneficial ownership of the shares owned by EB Nevada, Inc.

(4)  James J. Kim and Agnes C. Kim are the parents of Susan Y. Kim. John R.
     Panichello and Susan Y. Kim are husband and wife.

(5)  Based on Schedule 13G dated February 17, 2001.

(6)  Based on Schedule 13G dated February 16, 2001.

(7)  Excludes shares which may be deemed to be beneficially owned by James J.
     Kim.



                                       17
<PAGE>


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Pursuant to the terms of a Services Agreement with EB-UK, Electronics
Boutique provides management, administrative and advertising assistance in
exchange for the payment of management fees by EB-UK equal to 1.0% of net sales,
plus a bonus calculated on the basis of net income in excess of a
pre-established target set by EB-UK. Electronics Boutique earned $4.4 million in
management fees under the Services Agreement in fiscal 2001. As of January 31,
2001, EB Nevada owned approximately 19.1% of the outstanding shares of capital
stock of EB-UK.

         Pursuant to the corporate reorganization which took place in connection
with Electronics Boutique's initial public offering, on May 31, 1998,
Electronics Boutique of America Inc. ("EBOA"), an operating subsidiary of
Electronics Boutique, joined EB as a party to certain loan documents with Fleet
Financial Corporation and entered into a lease agreement with EB, pursuant to
which EBOA leased the West Chester headquarters and primary distribution center
from EB until June 2000 at a monthly rate of $50,000. In June 2000, EBOA
purchased the property, which comprises a single 140,000 square foot facility on
several acres in West Chester, Pennsylvania for $6.7 million, EB's cost of
acquisition.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires Electronics Boutique's directors and executive officers, and
certain persons who own more than 10% of the outstanding Common Stock, to file
with the SEC and the Nasdaq Stock Market (the "NASDAQ") initial reports of
ownership and reports of changes in ownership of Common Stock ("Section 16(a)
Reports"). Executive officers, directors and greater than 10% stockholders are
required by SEC regulation to furnish Electronics Boutique with copies of all
Section 16(a) Reports they file. During fiscal 2001, all of the executive
officers of Electronics Boutique filed all Section 16(a) Reports required to be
filed during fiscal 2001. To Electronics Boutique's knowledge, all beneficial
owners of more than 10% of the Common Stock outstanding complied with all
applicable filing requirements under Section 16(a) of the Exchange Act with
respect to their beneficial ownership of common stock during fiscal 2001.



                                       18
<PAGE>

                STOCKHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING

         Any proposal of a stockholder intended to be presented at Electronics
Boutique's 2002 annual meeting of stockholders must conform to the applicable
proxy rules of the Securities and Exchange Commission concerning the submission
and content of proposals and must be received in writing by the Secretary of
Electronics Boutique by February 18, 2002, for inclusion in Electronics
Boutique's proxy, notice of meeting and proxy statement relating to the 2002
annual meeting.

         Under Electronics Boutique's Bylaws, a stockholder proposal intended to
be included in the proxy material for the 2002 annual meeting must generally be
received by Electronics Boutique not less than 60 nor more than 90 days prior to
the meeting. Any such proposal must also comply with the other provisions
contained in Electronics Boutique's Bylaws relating to stockholder proposals.

                           ANNUAL REPORT ON FORM 10-K

         Electronics Boutique will furnish without charge to any stockholder,
upon written request, a copy of Electronics Boutique's annual report on Form 10K
for the fiscal year ended February 3, 2001. Requests for this report should be
addressed to Investor Relations, Electronics Boutique Holdings Corp., 931 South
Matlack Street, West Chester, Pennsylvania 19382.

                                  OTHER MATTERS

         The Board knows of no business which will be presented for
consideration at the Annual Meeting other than that shown above. However, if any
business shall properly come before the Annual Meeting, the persons named in the
enclosed proxy or their substitutes will vote the proxy in respect of any such
business in accordance with their best judgment pursuant to the discretionary
authority conferred thereby.

June 8, 2001

PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED
ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.



                                       19
<PAGE>

                                                                       EXHIBIT A

            CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS


I.   GENERAL OVERVIEW

     The Audit Committee's function is one of oversight, recognizing that the
     Company's management is responsible for preparing the Company's financial
     statements and that the outside auditors are responsible for auditing those
     financial statements. Additionally, the Committee recognizes that financial
     management, including the internal auditors, as well as the outside
     auditors, have more knowledge and detailed information concerning the
     Company's financial statements than do Committee members consequently, in
     carrying out its oversight responsibilities, the Committee is not providing
     any expert or special assurance as to the Company's financial statements or
     any professional certification as to the external auditors' work.

II.  AUDIT COMMITTEE PURPOSE

     The Audit Committee is appointed by the Board of Directors to assist the
     Board in fulfilling its oversight responsibilities. The Audit Committee's
     primary duties and responsibilities are to:

          o    Monitor the integrity of the Company's financial reporting
               process and systems of internal controls regarding finance,
               accounting, and legal compliance.

          o    Monitor the independence and performance of the Company's
               independent auditors and internal auditing department.

          o    Provide an avenue of communication among the independent
               auditors, management, the internal auditing department, and the
               Board of Directors.

     The Audit Committee has the authority to conduct any investigation
     appropriate to fulfilling its responsibilities, and it has direct access to
     the independent auditors as well as anyone in the organization. The Audit
     Committee has the ability to retain, at the Company's expense, special
     legal, accounting, or other consultants or experts it deems necessary in
     the performance of its duties.

III. AUDIT COMMITTEE COMPOSITION AND MEETINGS

     Audit Committee members shall meet the requirements of the NASDAQ. The
     Audit Committee shall be comprised of three or more directors as determined
     by the Board, each of whom shall be independent nonexecutive directors,
     free from any relationship that would interfere with the exercise of his or
     her independent judgment; provided, however, that in accordance with NASDAQ
     guidelines, if the Board determines, under exceptional and limited
     circumstances, that it is in the best interest of the Company and its
     shareholders, subject to appropriate disclosure, to appoint a
     non-independent director as a member of the Audit Committee, then the Board
     may make such appointment so long as such appointee is not a current
     employee or immediate family member of any current employee. All members of
     the Committee shall have a basic understanding of finance and accounting
     and be able to read and understand fundamental financial statements, and at
     least one member of the Committee shall have accounting or related
     financial management expertise.

     Audit Committee members shall be appointed by the Board. If an Audit
     Committee Chair is not designated or present, the members of the Committee
     may designate a Chair by majority vote of the Committee membership.


                                      A-1
<PAGE>


     The Committee shall meet at least four times annually, or more frequently
     as circumstances dictate. The Audit Committee Chair shall prepare and/or
     approve an agenda in advance of each meeting. The Committee should meet
     privately in executive session at least annually with management, the
     director of the internal auditing department, the independent auditors, and
     as a committee to discuss any matters that the Committee or each of these
     groups believe should be discussed. In addition, the Committee, or at least
     its Chair, should communicate with management and the independent auditors
     quarterly to review the Company's financial statements and significant
     findings based upon the auditors limited review procedures.

IV.  AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES

     Review Procedures
     -----------------

     1.   Review and reassess the adequacy of this Charter at least annually.
          Submit the charter to the Board of Directors for approval and have the
          document published at least every three years in accordance with SEC
          regulations.

     2.   Review the Company's annual audited financial statements prior to
          filing or distribution. Review should include discussion with
          management and independent auditors of significant issues regarding
          accounting principles, practices, and judgments.

     3.   In consultation with the management, the independent auditors, and the
          internal auditors, consider the integrity of the Company's financial
          reporting processes and controls. Discuss significant financial risk
          exposures and the steps management has taken to monitor, control, and
          report such exposures. Review significant findings prepared by the
          independent auditors and the internal auditing department together
          with management's responses.

     4.   Review with financial management the Company's quarterly financial
          results prior to the release of earnings and/or the Company's
          quarterly financial statements prior to filing or distribution.
          Discuss any significant changes to the Company's accounting principles
          and any items required to be communicated by the independent auditors
          in accordance with SAS 61 (see item 9). The Chair of the Committee may
          represent the entire Audit Committee for purposes of this review.

     Independent Auditors
     --------------------

     5.   The independent auditors are ultimately accountable to the Audit
          Committee and the Board of Directors. The Audit Committee shall review
          the independence and performance of the auditors and annually
          recommend to the Board of Directors the appointment of the independent
          auditors or approve any discharge of auditors when circumstances
          warrant.

     6.   Approve the fees and other significant compensation to be paid to the
          independent auditors.

     7.   On an annual basis, the Committee should review and discuss with the
          independent auditors all significant relationships they have with the
          Company that could impair the auditors' independence.

     8.   Review the independent auditors audit plan - discuss scope, staffing,
          locations, reliance upon management, and internal audit and general
          audit approach.

     9.   Prior to releasing the year-end earnings, discuss the results of the
          audit with the independent auditors. Discuss certain matters required
          to be communicated to audit committees in accordance with AICPA SAS
          61.

     10.  Consider the independent auditors' judgments about the quality and
          appropriateness of the Company's accounting principles as applied in
          its financial reporting.

                                      A-2
<PAGE>

     Internal Audit Department and Legal Compliance
     ----------------------------------------------

     11.  Review the budget, plan, changes in plan, activities, organizational
          structure, and qualifications of the internal audit department, as
          needed.

     12.  Review the appointment, performance, and replacement of the senior
          internal audit executive.

     13.  Review significant reports prepared by the internal audit department
          together with management's response and follow-up to these reports.

     14.  On at least an annual basis, review with the Company's counsel, any
          legal matters that could have a significant impact on the
          organization's financial statements, the Company's compliance with
          applicable laws and regulations, and inquiries received from
          regulators or governmental agencies.

     Other Audit Committee Responsibilities
     --------------------------------------

     15.  Review and approve an annual report to shareholders as required by the
          Securities and Exchange Commission. The report should be included in
          the Company's annual proxy statement.

     16.  Perform any other activities consistent with this Charter, the
          Company's Bylaws, and governing law, as the Committee or the Board
          deems necessary or appropriate.

     17.  Review and approve the minutes of meetings and periodically report to
          the Board of Directors on significant results of the foregoing
          activities.

     18.  Periodically review the Company's Code of Ethical Conduct and ensure
          that management has established a system to enforce this Code.

     19.  Periodically perform self-assessment of audit committee performance.

                                      A-3

<PAGE>


                       ELECTRONICS BOUTIQUE HOLDINGS CORP.
                    PROXY SOLICITED BY THE BOARD OF DIRECTORS
                 ANNUAL MEETING OF STOCKHOLDERS - JULY 16, 2001

The undersigned stockholder of ELECTRONICS BOUTIQUE HOLDINGS CORP. ("Electronics
Boutique"), revoking all previous proxies, hereby constitutes and appoints John
R. Panichello and James A. Smith, and each of them acting individually, as the
agents and proxies of the undersigned, with full power of substitution in each,
for and in the name and stead of the undersigned, to attend the 2001 Annual
Meeting of Stockholders of Electronics Boutique to be held on Monday, July 16,
2001 at 11:00 A.M., local time, at Electronics Boutique's executive offices, 931
South Matlack Street, West Chester, Pennsylvania 19382, and to vote all shares
of Common Stock of Electronics Boutique which the undersigned would be entitled
to vote if personally present at the 2001 Annual Meeting, and at any adjournment
or postponement thereof; provided, that said proxies are authorized and directed
to vote as indicated with respect to the matters set forth on the reverse side
hereof:

This Proxy will be voted in the manner directed herein by the undersigned
stockholder(s). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" ALL
NOMINEES FOR DIRECTOR AND "FOR" THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP.
This Proxy also delegates discretionary authority to vote with respect to any
other business which may properly come before the 2001 Annual Meeting or any
adjournment or postponement thereof.

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE ANNUAL REPORT, NOTICE OF THE
2001 ANNUAL MEETING AND THE PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH.
The undersigned also hereby ratifies all that the said agents and proxies may do
by virtue hereof and hereby confirms that this Proxy shall be valid and may be
voted whether or not the stockholder's name is signed as set forth below or a
seal is affixed or the description, authority or capacity of the person signing
is given or other defect of signature exists.

                        (CONTINUED ON THE REVERSE SIDE.)

<PAGE>


1. Election of Directors

        FOR all nominees.

   WITHHOLD all nominees.

        FOR, except vote withheld from the following nominee(s): ______________.

Nominees: JAMES J. KIM and JOSEPH J. FIRESTONE will be considered nominees for
election at the 2001 Annual Meeting.

2. The ratification of the appointment of KPMG LLP, independent certified public
accountants, as auditors for Electronics Boutique for the fiscal year ending
February 2, 2002.

            FOR                     AGAINST               ABSTAIN

3. In their discretion, the proxies will vote on such other business as may
properly come before the 2001 Annual Meeting.

     Please check here if you plan to attend the 2001 Annual Meeting in person.

NOTE: PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE. Please sign this Proxy exactly as name(s) appear in address below.
When signing as attorney-in-fact, executor, administrator, trustee or guardian,
please add your title as such. Corporations please sign with full corporate name
by a duly authorized officer and affix the corporate seal.

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

      -------------------------------------
      Signature(s)                     Date


</TEXT>
</DOCUMENT>
</SUBMISSION>
