As filed with the Securities and Exchange Commission on September 14, 2004.
                              Registration 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)

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

          2002 Stock Option Plan of Take-Two Interactive Software, Inc.
          -------------------------------------------------------------
                            (Full title of the plan)

             Richard W. Roedel, Chairman and Chief Executive Officer
                       Take-Two Interactive Software, Inc.
                                  622 Broadway
                            New York, New York 10012
                     (Name and address of agent for service)

                                 (646) 536-2842
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Robert J. Mittman, Esq.
                                Ethan Seer, Esq.
                                 Blank Rome LLP
                              405 Lexington Avenue
                            New York, New York 10174

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                           Proposed  Maximum
                                                           Aggregate             Proposed Maximum
Title of Securities to                                     Offering Price        Aggregate Offering        Amount of Registration
be Registered              Amount to be Registered (1)     Per Share(2)          Price (2)                 Fee
------------------------   ---------------------------     -----------------     -------------------       ----------------------
<S>                        <C>                             <C>                   <C>                       <C>
Common  Stock, par value   2,000,000 shares                $31.44                $62,880,000               $7,966.90
$.01 per share
</TABLE>

      (1) In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933
(the  "Securities   Act"),  this   registration   statement  also  registers  an
indeterminate number of shares of the Registrant's common stock which may become
issuable pursuant to the anti-dilution provisions of the Registrant's 2002 Stock
Option Plan, as amended (the "Plan").

      (2) Calculated  solely for the purpose of determining the registration fee
pursuant to Rule 457 under the  Securities  Act,  based upon:  (i) as to 717,500
shares of the Registrant's  common stock that may be issued upon the exercise of
outstanding  options  granted under the Plan,  upon the exercise  prices of such
options,  and (ii) as to the  remaining  1,282,500  shares  of the  Registrant's
common  stock  reserved  for  issuance  upon the exercise of options that may be
granted under the Plan, upon the average of the high and low sales prices of the
Registrant's common stock as reported by Nasdaq on September 9, 2004.

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

      This  Registration  Statement  on Form  S-8  filed  by the  Registrant  to
register an additional  2,000,000  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 of the Registrant on June
17, 2004.  These 2,000,000 shares are in addition to the 3,000,000 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. 333-99433)
filed on September 11, 2002 and the 1,000,000 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. 333-106171) (the "Prior  Registration
Statements").  Pursuant to  Instruction E of Form S-8, the contents of the Prior
Registration Statements are hereby incorporated by reference.

<PAGE>

Item 8.  Exhibits.

       Exhibit No.         Description
       -----------         -----------
         5                 Opinion of Blank Rome  LLP
         23.1              Consent of PricewaterhouseCoopers LLP
         23.2              Consent of Blank Rome  LLP (included in Exhibit 5)
         24.1              Power  of  Attorney (included  on  the  Signature
                           Page of this Registration Statement)


                                      II-1
<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 14th day of
September 2004.

                                       TAKE-TWO INTERACTIVE SOFTWARE, INC.

                                       By: /s/ Richard W. Roedel
                                          --------------------------------------
                                               Richard W. Roedel
                                               Chief Executive Officer

      Each person whose signature appears below authorizes each of Richard W.
Roedel and Karl H. Winters, or either of them acting individually, as his true
and lawful attorney-in-fact, each with full power of substitution, to sign the
Registration Statement on Form S-8 of Take-Two Interactive Software, Inc.,
including any and all pre-effective and post-effective amendments, in the name
and on behalf of each such person, individually and in each capacity stated
below, and to file the same, with exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
                   Signature                                        Title                                   Date
                   ---------                                        -----                                   ----
<S>                                             <C>                                                  <C>
/s/ Richard W. Roedel                           Chairman of the Board and Chief Executive            September 14, 2004
---------------------------------               Officer (Principal Executive Officer)
Richard W. Roedel

/s/ Karl H. Winters                             Chief Financial and Accounting Officer               September 14, 2004
---------------------------------
Karl H. Winters

/s/ Paul Eibeler                                Director                                             September 14, 2004
---------------------------------
Paul Eibeler

/s/ Robert Flug                                 Director                                             September 14, 2004
---------------------------------
Robert Flug

/s/ Steven Tisch                                Director                                             September 14, 2004
---------------------------------
Steven Tisch
                                                Director                                                         , 2004
---------------------------------
Oliver R. Grace, Jr.

/s/ Todd Emmel                                  Director                                             September 14, 2004
----------------------------------
Todd Emmel

/s/ Mark Lewis                                  Director                                             September 14, 2004
---------------------------------
Mark Lewis

/s/ Barbara A. Kaczynski                        Director                                             September 14, 2004
--------------------------------
Barbara A. Kaczynski
</TABLE>


                                      II-2
<PAGE>

                                  Exhibit Index
                                  -------------

       Exhibit No.         Description
       -----------         -----------
         5                 Opinion of Blank Rome  LLP
         23.1              Consent of PricewaterhouseCoopers LLP
         23.2              Consent of Blank Rome  LLP (included in Exhibit 5)
         24.1              Power  of  Attorney (included  on the  Signature
                           Page of this Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "v06704_s8.txt", "secsgml_size_bytes": 9648}]
{"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": "333-118984", "film-number": "041030334"}, "business-address": {"street1": "622 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10012", "phone": "2125362842"}, "mail-address": {"street1": "622 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10012"}}
As filed with the Securities and Exchange Commission on September 14, 2004.
                              Registration 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)

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

          2002 Stock Option Plan of Take-Two Interactive Software, Inc.
          -------------------------------------------------------------
                            (Full title of the plan)

             Richard W. Roedel, Chairman and Chief Executive Officer
                       Take-Two Interactive Software, Inc.
                                  622 Broadway
                            New York, New York 10012
                     (Name and address of agent for service)

                                 (646) 536-2842
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Robert J. Mittman, Esq.
                                Ethan Seer, Esq.
                                 Blank Rome LLP
                              405 Lexington Avenue
                            New York, New York 10174
CALCULATION OF REGISTRATION FEE
Proposed  Maximum
                                                           Aggregate             Proposed Maximum
Title of Securities to                                     Offering Price        Aggregate Offering        Amount of Registration
be Registered              Amount to be Registered (1)     Per Share(2)          Price (2)                 Fee
------------------------   ---------------------------     -----------------     -------------------       ----------------------
Common  Stock, par value   2,000,000 shares                $31.44                $62,880,000               $7,966.90
$.01 per share
(1) In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933
(the  "Securities   Act"),  this   registration   statement  also  registers  an
indeterminate number of shares of the Registrant's common stock which may become
issuable pursuant to the anti-dilution provisions of the Registrant's 2002 Stock
Option Plan, as amended (the "Plan").

      (2) Calculated  solely for the purpose of determining the registration fee
pursuant to Rule 457 under the  Securities  Act,  based upon:  (i) as to 717,500
shares of the Registrant's  common stock that may be issued upon the exercise of
outstanding  options  granted under the Plan,  upon the exercise  prices of such
options,  and (ii) as to the  remaining  1,282,500  shares  of the  Registrant's
common  stock  reserved  for  issuance  upon the exercise of options that may be
granted under the Plan, upon the average of the high and low sales prices of the
Registrant's common stock as reported by Nasdaq on September 9, 2004.

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

      This  Registration  Statement  on Form  S-8  filed  by the  Registrant  to
register an additional  2,000,000  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 of the Registrant on June
17, 2004.  These 2,000,000 shares are in addition to the 3,000,000 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. 333-99433)
filed on September 11, 2002 and the 1,000,000 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. 333-106171) (the "Prior  Registration
Statements").  Pursuant to  Instruction E of Form S-8, the contents of the Prior
Registration Statements are hereby incorporated by reference.
Item 8.  Exhibits.

       Exhibit No.         Description
       -----------         -----------
         5                 Opinion of Blank Rome  LLP
         23.1              Consent of PricewaterhouseCoopers LLP
         23.2              Consent of Blank Rome  LLP (included in Exhibit 5)
         24.1              Power  of  Attorney (included  on  the  Signature
                           Page of this Registration Statement)

                                      II-1
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 14th day of
September 2004.

                                       TAKE-TWO INTERACTIVE SOFTWARE, INC.

                                       By: /s/ Richard W. Roedel
                                          --------------------------------------
                                               Richard W. Roedel
                                               Chief Executive Officer

      Each person whose signature appears below authorizes each of Richard W.
Roedel and Karl H. Winters, or either of them acting individually, as his true
and lawful attorney-in-fact, each with full power of substitution, to sign the
Registration Statement on Form S-8 of Take-Two Interactive Software, Inc.,
including any and all pre-effective and post-effective amendments, in the name
and on behalf of each such person, individually and in each capacity stated
below, and to file the same, with exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                        Title                                   Date
                   ---------                                        -----                                   ----
/s/ Richard W. Roedel                           Chairman of the Board and Chief Executive            September 14, 2004
---------------------------------               Officer (Principal Executive Officer)
Richard W. Roedel

/s/ Karl H. Winters                             Chief Financial and Accounting Officer               September 14, 2004
---------------------------------
Karl H. Winters

/s/ Paul Eibeler                                Director                                             September 14, 2004
---------------------------------
Paul Eibeler

/s/ Robert Flug                                 Director                                             September 14, 2004
---------------------------------
Robert Flug

/s/ Steven Tisch                                Director                                             September 14, 2004
---------------------------------
Steven Tisch
                                                Director                                                         , 2004
---------------------------------
Oliver R. Grace, Jr.

/s/ Todd Emmel                                  Director                                             September 14, 2004
----------------------------------
Todd Emmel

/s/ Mark Lewis                                  Director                                             September 14, 2004
---------------------------------
Mark Lewis

/s/ Barbara A. Kaczynski                        Director                                             September 14, 2004
--------------------------------
Barbara A. Kaczynski
II-2
Exhibit Index
                                  -------------

       Exhibit No.         Description
       -----------         -----------
         5                 Opinion of Blank Rome  LLP
         23.1              Consent of PricewaterhouseCoopers LLP
         23.2              Consent of Blank Rome  LLP (included in Exhibit 5)
         24.1              Power  of  Attorney (included  on the  Signature
                           Page of this Registration Statement)