<PAGE>

    As filed with the Securities and Exchange Commission on August 10, 2001.
                                                     (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
       of incorporation or organization)               Identification No.)

                     575 Broadway, New York, New York 10012
                     --------------------------------------
           (Address of principal executive offices including zip code)

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


                      Kelly Sumner, Chief Executive Officer
      Take-Two Interactive Software, Inc., 575 Broadway New York, NY 10012
      --------------------------------------------------------------------
                     (Name and address of agent for service)

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

                                    Copy to:

                              Robert H. Cohen, Esq.
                      Morrison Cohen Singer & Weinstein LLP
                         750 Lexington Avenue, 8th Floor
                               New York, NY 10022



<PAGE>







                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                  Proposed Maximum            Proposed Maximum
  Titles of Securities        Amount to            Offering Price            Aggregate Offering          Amount of
    to be Registered        be Registered            Per Share                    Price (1)           Registration Fee
    ----------------        -------------            ---------                    ---------           ----------------

<S>                       <C>                        <C>                         <C>                   <C>
Common Stock, par value   1,500,000 shares           $18.45                      $27,675,000              $6,918.75
$.01 per share
</TABLE>

(1)   Estimated solely for the purpose of calculating the registration
      fee based on the closing price of the common stock as reported by
      Nasdaq on August 7, 2001.


         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 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 the stockholders on June 21, 2001. These
1,500,000 shares are in addition to the 5,000,000 shares of the Registrant's
common stock which were previously registered pursuant to the Registrant's
Registration Statement on Form S-8 (Commission File No. 333-57798) filed on
March 28, 2001 (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 Morrison Cohen Singer & Weinstein LLP

23.1              Consent of PricewaterhouseCoopers LLP

23.2              Consent of Morrison Cohen Singer & Weinstein LLP
                  (contained in Exhibit 5)

24.1              Powers of Attorney (included on 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 8th day of August
2001.

                                    TAKE-TWO INTERACTIVE SOFTWARE, INC.

                                    By: /s/ Kelly Sumner
                                       ---------------------------------
                                       Kelly Sumner
                                       Chief Executive Officer

         Each person whose signature appears below authorizes Kelly Sumner as
his true and lawful attorney-in-fact with full power of substitution to execute
in the name and on behalf of such 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                         Chairman                                            August 8, 2001
------------------------
Ryan A. Brant

/s/ Kelly Sumner                          Chief Executive Officer                             August 8, 2001
------------------------                  (Principal Executive Officer) and Director
Kelly Sumner

/s/ James H. David, Jr.                   Chief Financial Officer (Principal                  August 8, 2001
------------------------                  Financial and Accounting Officer)
James H. David, Jr.

/s/ Paul Eibeler                          President and Director                              August 8, 2001
------------------------
Paul Eibeler

/s/ Mark Lewis                            Director                                            August 8, 2001
------------------------
Mark Lewis

------------------------                  Director                                            August __, 2001
Oliver R. Grace, Jr.

/s/ Robert Flug                           Director                                            August 8, 2001
-------------------------
Robert Flug

/s/ Don Leeds                             Director                                            August 8, 2001
-------------------------
Don Leeds
</TABLE>



<PAGE>



                                  Exhibit Index




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

5               Opinion of Morrison Cohen Singer & Weinstein LLP

23.1            Consent of PricewaterhouseCoopers LLP

23.2            Consent of Morrison Cohen Singer & Weinstein LLP
                (contained in Exhibit 5)

24.1            Powers of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "filename": "b312966_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 7865}]
{"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": "333-67304", "film-number": "1704842"}, "business-address": {"street1": "575 BROADWAY", "street2": "6TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10012", "phone": "2123346633"}, "mail-address": {"street1": "575 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10012"}}
As filed with the Securities and Exchange Commission on August 10, 2001.
                                                     (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
       of incorporation or organization)               Identification No.)

                     575 Broadway, New York, New York 10012
                     --------------------------------------
           (Address of principal executive offices including zip code)

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

                      Kelly Sumner, Chief Executive Officer
      Take-Two Interactive Software, Inc., 575 Broadway New York, NY 10012
      --------------------------------------------------------------------
                     (Name and address of agent for service)

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

                                    Copy to:

                              Robert H. Cohen, Esq.
                      Morrison Cohen Singer & Weinstein LLP
                         750 Lexington Avenue, 8th Floor
                               New York, NY 10022
CALCULATION OF REGISTRATION FEE
Proposed Maximum            Proposed Maximum
  Titles of Securities        Amount to            Offering Price            Aggregate Offering          Amount of
    to be Registered        be Registered            Per Share                    Price (1)           Registration Fee
    ----------------        -------------            ---------                    ---------           ----------------
Common Stock, par value   1,500,000 shares           $18.45                      $27,675,000              $6,918.75
$.01 per share
(1)   Estimated solely for the purpose of calculating the registration
      fee based on the closing price of the common stock as reported by
      Nasdaq on August 7, 2001.

         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 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 the stockholders on June 21, 2001. These
1,500,000 shares are in addition to the 5,000,000 shares of the Registrant's
common stock which were previously registered pursuant to the Registrant's
Registration Statement on Form S-8 (Commission File No. 333-57798) filed on
March 28, 2001 (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 Morrison Cohen Singer & Weinstein LLP

23.1              Consent of PricewaterhouseCoopers LLP

23.2              Consent of Morrison Cohen Singer & Weinstein LLP
                  (contained in Exhibit 5)

24.1              Powers of Attorney (included on 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 8th day of August
2001.

                                    TAKE-TWO INTERACTIVE SOFTWARE, INC.

                                    By: /s/ Kelly Sumner
                                       ---------------------------------
                                       Kelly Sumner
                                       Chief Executive Officer

         Each person whose signature appears below authorizes Kelly Sumner as
his true and lawful attorney-in-fact with full power of substitution to execute
in the name and on behalf of such 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                         Chairman                                            August 8, 2001
------------------------
Ryan A. Brant

/s/ Kelly Sumner                          Chief Executive Officer                             August 8, 2001
------------------------                  (Principal Executive Officer) and Director
Kelly Sumner

/s/ James H. David, Jr.                   Chief Financial Officer (Principal                  August 8, 2001
------------------------                  Financial and Accounting Officer)
James H. David, Jr.

/s/ Paul Eibeler                          President and Director                              August 8, 2001
------------------------
Paul Eibeler

/s/ Mark Lewis                            Director                                            August 8, 2001
------------------------
Mark Lewis

------------------------                  Director                                            August __, 2001
Oliver R. Grace, Jr.

/s/ Robert Flug                           Director                                            August 8, 2001
-------------------------
Robert Flug

/s/ Don Leeds                             Director                                            August 8, 2001
-------------------------
Don Leeds
Exhibit Index

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

5               Opinion of Morrison Cohen Singer & Weinstein LLP

23.1            Consent of PricewaterhouseCoopers LLP

23.2            Consent of Morrison Cohen Singer & Weinstein LLP
                (contained in Exhibit 5)

24.1            Powers of Attorney (included on signature page)