As filed with the Securities and Exchange Commission on June 29, 1999
                                                            (File No. 333-     )


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


                       TAKE-TWO INTERACTIVE SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                     51-0350842
(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of incorporation or organization)

   575 Broadway, New York, New York                      10012
(Address of principal executive offices)               (Zip Code)

                         1997 Employee Stock Option Plan
                            (Full title of the plan)

                             Ryan A. Brant, Chairman
      Take-Two Interactive Software, 575 Broadway, New York, New York 10012
                     (Name and address of agent for service)

                                 (212) 334-6633
          (Telephone number, including area code, of agent for service)


                                    Copy to:
                             Robert J. Mittman, Esq.
                              Tenzer Greenblatt LLP
                              405 Lexington Avenue
                            New York, New York 10174


<PAGE>


                         CALCULATION OF REGISTRATION FEE

                                         Proposed       Proposed
                                         Maximum        Maximum
                                         Offering       Aggregate     Amount of
Title of Securities    Amount to         Price Per      Offering    Registration
to be Registered       be Registered     Share(1)       Price(1)         Fee
----------------       -------------     --------       --------     -----------
Common Stock, par       1,500,000        $7.3125      $10,968,750     $3,049.31
value $.01 per share    shares(2)


     (1) Estimated  solely for the purpose of calculating the  registration  fee
and based upon the  average  of the high and low  prices of the common  stock as
reported by the Nasdaq National Market on June 23, 1999.

     (2) Pursuant to Rule 416, there are also being registered additional shares
of common stock as may become issuable pursuant to the anti-dilution  provisions
of the Take-Two  Interactive  Software,  Inc. (the  "Registrant")  1997 Employee
Stock Option Plan (the "Plan").

     Pursuant to General  Instruction E of Form S-8, the Registrant hereby makes
the following statement:

     This  Registration  Statement  on Form S-8 is filed  by the  Registrant  to
register an additional  1,500,000  shares of its common stock which are issuable
upon the exercise of options  available  for grant under the Plan pursuant to an
amendment to the Plan  authorized  by  stockholders  of the Company on April 30,
1999.  These  1,500,000  shares are in addition to the  2,000,000  shares of the
Registrant's   common  stock  covered  under  the  Plan  which  were  previously
registered on the  Registrant's  Registration  Statement on Form S-8 (Commission
File No 333-56477) filed on June 10, 1998 (the "Prior Registration  Statement").
Pursuant to  Instruction  E of Form S-8, the contents of the Prior  Registration
Statement are hereby incorporated by reference.


<PAGE>


Item 8. Exhibits.

  Exhibit No.                   Description
  -----------                   -----------

     5             Opinion of Tenzer Greenblatt LLP.

     23.1          Consent of PricewaterhouseCoopers LLP.

     23.2          Consent of Aronowitz, Chaiken & Hardesty, LLP.

     23.4          Consent of Tenzer Greenblatt LLP (included in Exhibit 5).

     24.1          Powers of Attorney (included on the signature page).


<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized  in the city of New York,  state of New York, on the 25th day of June
1999.

                                    TAKE-TWO INTERACTIVE SOFTWARE, INC.

                                    By: /s/ Ryan A. Brant
                                        --------------------------------
                                       Ryan A. Brant
                                       Chief Executive Officer

     Each person whose signature  appears below authorizes each of Ryan A. Brant
and  Barbara  A. Ras or either of them as his true and  lawful  attorney-in-fact
with full  power of  substitution  to  execute in the name and on behalf of each
person,  individually and in each capacity stated below, and to file any and all
amendments to this Registration Statement,  including any and all post-effective
amendments thereto.

     In accordance  with the  requirements  of the Securities Act of 1933,  this
Registration  Statement was signed by the following person in the capacities and
on the dates stated.

<TABLE>
<CAPTION>
Signature                                    Title                             Date
---------                                    -----                             ----
<S>                                 <C>                                     <C>
/s/ Ryan A. Brant                   Chief Executive Officer and Director    June 25, 1999
------------------------            (Principal Executive Officer)
Ryan A. Brant


/s/ Larry Miller                    Chief Financial Officer                 June 25, 1999
------------------------            (Principal Financial Officer)
Larry Muller


/s/  Anthony R. Williams            Chief Operating Officer and Director    June 25, 1999
------------------------
Anthony R. Williams


/s/  Barbara A. Ras                 Chief Accounting Officer (Principal     June 25, 1999
------------------------            Accounting Officer) and Secretary
Barbara A. Ras


/s/  Oliver R. Grace, Jr.           Director                                June 25, 1999
------------------------
Oliver R. Grace, Jr.
                                    Director                                June __, 1999

------------------------
Neil S. Hirsch


/s/  Kelly Sumner                   Vice President of International         June 25, 1999
------------------------            Operations and Director
Kelly Sumner


/s/  Robert Flug                    Director                                June 25, 1999
------------------------
Robert Flug
</TABLE>


<PAGE>


                                  Exhibit Index

Exhibit No.                       Description                              Page
-----------                       -----------                              ----

 5                Opinion of Tenzer Greenblatt LLP

23.1              Consent of PricewaterhouseCoopers LLP

23.2              Consent of Aronowitz, Chaiken & Hardesty LLP

23.3              Consent of Tenzer Greenblatt LLP
                  (included in Exhibit 5)

24.1              Powers of Attorney
                  (included on signature page)


                                       I-2
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 7651}]
{"company-data": {"conformed-name": "TAKE TWO INTERACTIVE SOFTWARE INC", "cik": "0000946581", "assigned-sic": "7372", "irs-number": "510350842", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81797", "film-number": "99654645"}, "business-address": {"street1": "575 BROADWAY", "street2": "6TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10012", "phone": "2129412988"}, "mail-address": {"street1": "575 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10012"}}
As filed with the Securities and Exchange Commission on June 29, 1999
                                                            (File No. 333-     )

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                       TAKE-TWO INTERACTIVE SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                     51-0350842
(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of incorporation or organization)

   575 Broadway, New York, New York                      10012
(Address of principal executive offices)               (Zip Code)

                         1997 Employee Stock Option Plan
                            (Full title of the plan)

                             Ryan A. Brant, Chairman
      Take-Two Interactive Software, 575 Broadway, New York, New York 10012
                     (Name and address of agent for service)

                                 (212) 334-6633
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Robert J. Mittman, Esq.
                              Tenzer Greenblatt LLP
                              405 Lexington Avenue
                            New York, New York 10174
CALCULATION OF REGISTRATION FEE

                                         Proposed       Proposed
                                         Maximum        Maximum
                                         Offering       Aggregate     Amount of
Title of Securities    Amount to         Price Per      Offering    Registration
to be Registered       be Registered     Share(1)       Price(1)         Fee
----------------       -------------     --------       --------     -----------
Common Stock, par       1,500,000        $7.3125      $10,968,750     $3,049.31
value $.01 per share    shares(2)

     (1) Estimated  solely for the purpose of calculating the  registration  fee
and based upon the  average  of the high and low  prices of the common  stock as
reported by the Nasdaq National Market on June 23, 1999.

     (2) Pursuant to Rule 416, there are also being registered additional shares
of common stock as may become issuable pursuant to the anti-dilution  provisions
of the Take-Two  Interactive  Software,  Inc. (the  "Registrant")  1997 Employee
Stock Option Plan (the "Plan").

     Pursuant to General  Instruction E of Form S-8, the Registrant hereby makes
the following statement:

     This  Registration  Statement  on Form S-8 is filed  by the  Registrant  to
register an additional  1,500,000  shares of its common stock which are issuable
upon the exercise of options  available  for grant under the Plan pursuant to an
amendment to the Plan  authorized  by  stockholders  of the Company on April 30,
1999.  These  1,500,000  shares are in addition to the  2,000,000  shares of the
Registrant's   common  stock  covered  under  the  Plan  which  were  previously
registered on the  Registrant's  Registration  Statement on Form S-8 (Commission
File No 333-56477) filed on June 10, 1998 (the "Prior Registration  Statement").
Pursuant to  Instruction  E of Form S-8, the contents of the Prior  Registration
Statement are hereby incorporated by reference.
Item 8. Exhibits.

  Exhibit No.                   Description
  -----------                   -----------

     5             Opinion of Tenzer Greenblatt LLP.

     23.1          Consent of PricewaterhouseCoopers LLP.

     23.2          Consent of Aronowitz, Chaiken & Hardesty, LLP.

     23.4          Consent of Tenzer Greenblatt LLP (included in Exhibit 5).

     24.1          Powers of Attorney (included on the signature page).
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized  in the city of New York,  state of New York, on the 25th day of June
1999.

                                    TAKE-TWO INTERACTIVE SOFTWARE, INC.

                                    By: /s/ Ryan A. Brant
                                        --------------------------------
                                       Ryan A. Brant
                                       Chief Executive Officer

     Each person whose signature  appears below authorizes each of Ryan A. Brant
and  Barbara  A. Ras or either of them as his true and  lawful  attorney-in-fact
with full  power of  substitution  to  execute in the name and on behalf of each
person,  individually and in each capacity stated below, and to file any and all
amendments to this Registration Statement,  including any and all post-effective
amendments thereto.

     In accordance  with the  requirements  of the Securities Act of 1933,  this
Registration  Statement was signed by the following person in the capacities and
on the dates stated.
Signature                                    Title                             Date
---------                                    -----                             ----
/s/ Ryan A. Brant                   Chief Executive Officer and Director    June 25, 1999
------------------------            (Principal Executive Officer)
Ryan A. Brant

/s/ Larry Miller                    Chief Financial Officer                 June 25, 1999
------------------------            (Principal Financial Officer)
Larry Muller

/s/  Anthony R. Williams            Chief Operating Officer and Director    June 25, 1999
------------------------
Anthony R. Williams

/s/  Barbara A. Ras                 Chief Accounting Officer (Principal     June 25, 1999
------------------------            Accounting Officer) and Secretary
Barbara A. Ras

/s/  Oliver R. Grace, Jr.           Director                                June 25, 1999
------------------------
Oliver R. Grace, Jr.
                                    Director                                June __, 1999

------------------------
Neil S. Hirsch

/s/  Kelly Sumner                   Vice President of International         June 25, 1999
------------------------            Operations and Director
Kelly Sumner

/s/  Robert Flug                    Director                                June 25, 1999
------------------------
Robert Flug
Exhibit Index

Exhibit No.                       Description                              Page
-----------                       -----------                              ----

 5                Opinion of Tenzer Greenblatt LLP

23.1              Consent of PricewaterhouseCoopers LLP

23.2              Consent of Aronowitz, Chaiken & Hardesty LLP

23.3              Consent of Tenzer Greenblatt LLP
                  (included in Exhibit 5)

24.1              Powers of Attorney
                  (included on signature page)

                                       I-2