<PAGE>


    As filed with the Securities and Exchange Commission on March 28, 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)

                  Various Stock Option Agreements for Employees
                  ---------------------------------------------
                            (Full title of the plan)


                             Ryan A. Brant, Chairman
      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       777,516 shares            $9.7117                 $7,551,002.14             $1,887.75
           $.01 per share
</TABLE>



      (1) Estimated solely for the purpose of calculating the registration fee
          based on the average exercise price of the options.

      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 options.

      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 777,516 shares of its common stock which are issuable
upon the exercise of options granted to employees of the Registrant under
various agreements. These 777,516 shares are in addition to the 1,016,832
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. 333-45432) filed on September 8, 2000 (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 28th day of
March 2001.

                       TAKE-TWO INTERACTIVE SOFTWARE, INC.

                        By:  /s/ Ryan A. Brant
                            --------------------------
                            Ryan A. Brant
                            Chairman

      Each person whose signature appears below authorizes Ryan A. Brant 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 and Director                               March 28, 2001
---------------------------------         (Principal Executive Officer)
Ryan A. Brant

   /s/ James H. David, Jr.                Chief Financial Officer (Principal                  March 28, 2001
---------------------------------         Financial and Accounting Officer)
James H. David, Jr.

   /s/ Barry Rutcofsky                    Co-Chairman and Director                            March 28, 2001
---------------------------------
Barry Rutcofsky

   /s/ Paul Eibeler                       President and Director                              March 28, 2001
---------------------------------
Paul Eibeler

   /s/ Kelly Sumner                       Chief Executive Officer and Director                March 28, 2001
---------------------------------
Kelly Sumner

   /s/ Oliver R. Grace, Jr.               Director                                            March 28, 2001
---------------------------------
Oliver R. Grace, Jr.

   /s/ Robert Flug                        Director                                            March 28, 2001
---------------------------------
Robert Flug

    /s/ Don Leeds                         Director                                            March 28, 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": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 7934}]
{"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": "333-57800", "film-number": "1582626"}, "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 March 28, 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)

                  Various Stock Option Agreements for Employees
                  ---------------------------------------------
                            (Full title of the plan)

                             Ryan A. Brant, Chairman
      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       777,516 shares            $9.7117                 $7,551,002.14             $1,887.75
           $.01 per share
(1) Estimated solely for the purpose of calculating the registration fee
          based on the average exercise price of the options.

      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 options.

      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 777,516 shares of its common stock which are issuable
upon the exercise of options granted to employees of the Registrant under
various agreements. These 777,516 shares are in addition to the 1,016,832
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. 333-45432) filed on September 8, 2000 (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 28th day of
March 2001.

                       TAKE-TWO INTERACTIVE SOFTWARE, INC.

                        By:  /s/ Ryan A. Brant
                            --------------------------
                            Ryan A. Brant
                            Chairman

      Each person whose signature appears below authorizes Ryan A. Brant 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 and Director                               March 28, 2001
---------------------------------         (Principal Executive Officer)
Ryan A. Brant

   /s/ James H. David, Jr.                Chief Financial Officer (Principal                  March 28, 2001
---------------------------------         Financial and Accounting Officer)
James H. David, Jr.

   /s/ Barry Rutcofsky                    Co-Chairman and Director                            March 28, 2001
---------------------------------
Barry Rutcofsky

   /s/ Paul Eibeler                       President and Director                              March 28, 2001
---------------------------------
Paul Eibeler

   /s/ Kelly Sumner                       Chief Executive Officer and Director                March 28, 2001
---------------------------------
Kelly Sumner

   /s/ Oliver R. Grace, Jr.               Director                                            March 28, 2001
---------------------------------
Oliver R. Grace, Jr.

   /s/ Robert Flug                        Director                                            March 28, 2001
---------------------------------
Robert Flug

    /s/ Don Leeds                         Director                                            March 28, 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)