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                                                                     Exhibit 3.8

              Certificate of Incorporation of GameStop Brands, Inc.

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                          CERTIFICATE OF INCORPORATION

                                       OF

                              GAMESTOP BRANDS, INC.

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                         PURSUANT TO SECTION 102 OF THE
                        DELAWARE GENERAL CORPORATION LAW

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          I, the undersigned, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, do hereby certify as follows:

          1. The name of the corporation is GameStop Brands, Inc. (hereinafter
called the "Corporation").

          2. The registered office of the Corporation is to be located at 615 S.
Dupont Highway, City of Dover, County of Kent, State of Delaware. The name of
its registered agent at that address is Capitol Services, Inc.

          3. The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

          4. The total number of shares of capital stock which the Corporation
shall have the authority to issue is two hundred (200) shares of common stock,
with $0.01 par value per share.

          5. The name and address of the sole incorporator is:

<TABLE>
<CAPTION>
     Name                  Address
     ----                  -------
<S>              <C>
Kevin A. Carey   Bryan Cave LLP
                 1290 Avenue of the Americas
                 New York, New York 10104
</TABLE>

          6. The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

                                                         State of Delaware
                                                         Secretary of State
                                                      Division of Corporations
                                                   Delivered 03:20 PM 05/21/2004
                                                     FILED 02:49 PM 05/21/2004
                                                    SRV 040377188 - 3806392 FILE

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               (a) The number of directors of the Corporation shall be such is
from time to time fixed by, or in the manner provided in the by-laws. Election
of directors need not be by ballot unless the by-laws so provide.

               (b) The Board of Directors shall have power without the assent or
vote of the stockholders to make, alter, amend, change, add to or repeal the
by-laws of the Corporation as provided in the by-laws of the Corporation; to fix
and vary the amount to be reserved for any proper purpose; to authorize and
cause to be executed mortgages and liens upon all or any part of the property of
the Corporation; to determine the use and disposition of any surplus or net
profits; and to fix the times for the declaration and payment of dividends.

               (c) The directors in their discretion may submit any contract or
act for approval or ratification at any annual meeting of the stockholders or at
any meeting of the stockholders called for the purpose of considering any such
act or contract, and any contract or act that shall be approved or be ratified,
by the vote of the holders of a majority of the stock of the Corporation which
is represented in person or by proxy at such meeting and entitled to vote
thereat (provided that a lawful quorum of stockholders be there represented in
person or by proxy) shall be as valid and binding upon the Corporation and upon
all the stockholders as though it had been approved or ratified by every
stockholder of the Corporation, whether or not the contract or act would
otherwise be open to legal attack because of directors' interest, or for any
other reason.

               (d) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation, subject, nevertheless, to the provisions of the
statutes of Delaware, of this certificate, and to any by-laws from time to time
made by the stockholders, provided, however, that no by-law so made shall
invalidate any prior act of the directors which would have been valid if such
by-law had not been made.


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          7. A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability: (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. If the General Corporation Law of the State of
Delaware is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as so
amended. Any repeal or modification of this provision shall be prospective only
and shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.

          8. The Corporation, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as the same may be amended
and supplemented, may indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matter referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person


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          IN WITNESS WHEREOF, I hereunto sign my name this 21st day of May,
2004.


                                        /s/ Kevin A. Carey
                                        ----------------------------------------
                                        Kevin A. Carey, Incorporator


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