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)

<TABLE>
<CAPTION>

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

</TABLE>


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

                     Non-plan Options Granted to An Employee
                     ---------------------------------------
                            (Full title of the plan)

                   Richard W. Roedel, 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    AMOUNT               OFFERING PRICE     AGGREGATE OFFERING    AMOUNT OF REGISTRATION
BE REGISTERED             TO BE REGISTERED     PER SHARE(2)       PRICE(2)              FEE
----------------------    ----------------     -----------------  -------------------   ----------------------
<S>                       <C>                  <C>                <C>                   <C>
Common  Stock, par        300,000 shares                  $31.92           $9,576,000                $1,213.28
value  $.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 common  stock  which  may  become  issuable
pursuant to the anti-dilution provisions of the options.

         (2) Calculated  solely for the purpose of determining the  registration
fee pursuant to Rule 457 under the Securities Act, based upon the exercise price
of the options.


<PAGE>


                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *

Item 2.  Registrant Information and Employee Plan Annual Information. *

         *  Information  required by Part I to be contained in the Section 10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.




                                      I-1


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  previously  filed by the registrant  with the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

         1.    Annual  Report on Form 10-K for the fiscal year ended October 31,
2003 and all amendments thereto filed on Form 10-K/A.

         2.    Quarterly  Report on Form 10-Q for the quarter  ended January 31,
2004.

         3.    Quarterly  Report on Form 10-Q for the  quarter  ended  April 30,
2004.

         4.    Quarterly  Report on Form  10-Q for the  quarter  ended  July 31,
2004.

         5.    Current Report on Form 8-K for the event dated October 17, 2003.

         6.    The description of the registrant's common stock contained in its
Registration  Statement on Form 8-A together  with any amendment or report filed
with the  Securities  and Exchange  Commission  for the purpose of updating this
description.

         7.    All documents  subsequently  filed by the registrant  pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof  from the  respective  date of
filing of such documents.  Any statement contained in a document incorporated by
reference herein is modified or superseded for all purposes to the extent that a
statement contained in this Registration  Statement or in any other subsequently
filed  document  which is  incorporated  by reference  modifies or replaces such
statement.

         Any reference  herein shall be deemed to be modified or superseded  for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other  subsequently  filed documents which also is incorporated
or deemed to be  incorporated  by reference  herein  modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable


                                      II-1


<PAGE>


Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
("GCL") provides for the indemnification of officers and directors under certain
circumstances  against  expenses  incurred in successfully  defending  against a
claim and  authorizes  Delaware  corporations  to indemnify  their  officers and
directors under certain  circumstances against expenses and liabilities incurred
in legal  proceedings  involving  such persons  because of their being or having
been an officer or director.

         Section 102(b) of the GCL permits a corporation, by so providing in its
certificate of incorporation,  to eliminate or limit director's liability to the
corporation  and its  shareholders  for monetary  damages arising out of certain
alleged breaches of their fiduciary duty.  Section 102(b)(7) of the GCL provides
that no such  limitation  of liability  may affect a director's  liability  with
respect to any of the following:  (i) breaches of the director's duty of loyalty
to the corporation or its shareholders;  (ii) acts or omissions not made in good
faith or which  involve  intentional  misconduct  of knowing  violations of law;
(iii) liability for dividends paid or stock repurchased or redeemed in violation
of the GCL; or (iv) any transaction  from which the director derived an improper
personal  benefit.  Section  102(b)(7)  does not authorize any limitation on the
ability of the  corporation or its  shareholders  to obtain  injunction  relief,
specific performance or other equitable relief against directors.

         The registrant's  Certificate of  Incorporation  provides that it shall
indemnify its officers and directors to the maximum  extent  permitted from time
to time under the GCL and requires  the  registrant  to advance  expenses to any
director or officer to the extent that such  indemnification  and advancement of
expenses  is  permitted  under  such law,  as it may,  from time to time,  be in
effect.

         In  addition,  the  registrant's  By-laws  require  the  registrant  to
indemnify,  to the fullest  extent  permitted  by law,  any  director,  officer,
employee  or agent for acts which such  person  reasonably  believes  are not in
violation  of  the  registrant's   corporate   purposes  as  set  forth  in  the
registrant's Certificate of Incorporation. At present, the GCL provides that, in
order to be entitled to  indemnification,  an individual must have acted in good
faith and in a manner he or she  reasonably  believed to be in or not opposed to
the best interests of the registrant.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.


                                      II-2

<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)

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         (1)   To file,  during  any  period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
the Securities Act of 1933;

               (ii) To reflect in the Registration Statement any facts or events
arising  after  the  effective  date  of the  prospectus  (or  the  most  recent
post-effective  amendments  thereto)  which,  individually  or in the aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes  in volume and prices  represent  no more than 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and

               (iii)To include  any  material  information  with  respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the Registration Statement.

Provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  filed  with a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference  in the  registration
statement.

         (2)   That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                      II-3


<PAGE>


         (3)   To  remove  from   registration  by  means  of  a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed  in such Act and will be governed by the final  adjudication
of such issue.


                                      II-4


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

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

/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-5


<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 Signature Page of the
                       Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "v06716_s-8.txt", "secsgml_size_bytes": 18427}]
{"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": "333-118985", "film-number": "041030352"}, "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 of incorporation     (I.R.S. Employer Identification No.)
 or organization)
622 Broadway, New York, New York                            10012
   --------------------------------                        ------------
 (Address of principal executive offices)                    (Zip Code)

                     Non-plan Options Granted to An Employee
                     ---------------------------------------
                            (Full title of the plan)

                   Richard W. Roedel, 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    AMOUNT               OFFERING PRICE     AGGREGATE OFFERING    AMOUNT OF REGISTRATION
BE REGISTERED             TO BE REGISTERED     PER SHARE(2)       PRICE(2)              FEE
----------------------    ----------------     -----------------  -------------------   ----------------------
Common  Stock, par        300,000 shares                  $31.92           $9,576,000                $1,213.28
value  $.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 common  stock  which  may  become  issuable
pursuant to the anti-dilution provisions of the options.

         (2) Calculated  solely for the purpose of determining the  registration
fee pursuant to Rule 457 under the Securities Act, based upon the exercise price
of the options.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *

Item 2.  Registrant Information and Employee Plan Annual Information. *

         *  Information  required by Part I to be contained in the Section 10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  previously  filed by the registrant  with the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

         1.    Annual  Report on Form 10-K for the fiscal year ended October 31,
2003 and all amendments thereto filed on Form 10-K/A.

         2.    Quarterly  Report on Form 10-Q for the quarter  ended January 31,
2004.

         3.    Quarterly  Report on Form 10-Q for the  quarter  ended  April 30,
2004.

         4.    Quarterly  Report on Form  10-Q for the  quarter  ended  July 31,
2004.

         5.    Current Report on Form 8-K for the event dated October 17, 2003.

         6.    The description of the registrant's common stock contained in its
Registration  Statement on Form 8-A together  with any amendment or report filed
with the  Securities  and Exchange  Commission  for the purpose of updating this
description.

         7.    All documents  subsequently  filed by the registrant  pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof  from the  respective  date of
filing of such documents.  Any statement contained in a document incorporated by
reference herein is modified or superseded for all purposes to the extent that a
statement contained in this Registration  Statement or in any other subsequently
filed  document  which is  incorporated  by reference  modifies or replaces such
statement.

         Any reference  herein shall be deemed to be modified or superseded  for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other  subsequently  filed documents which also is incorporated
or deemed to be  incorporated  by reference  herein  modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable

                                      II-1
Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
("GCL") provides for the indemnification of officers and directors under certain
circumstances  against  expenses  incurred in successfully  defending  against a
claim and  authorizes  Delaware  corporations  to indemnify  their  officers and
directors under certain  circumstances against expenses and liabilities incurred
in legal  proceedings  involving  such persons  because of their being or having
been an officer or director.

         Section 102(b) of the GCL permits a corporation, by so providing in its
certificate of incorporation,  to eliminate or limit director's liability to the
corporation  and its  shareholders  for monetary  damages arising out of certain
alleged breaches of their fiduciary duty.  Section 102(b)(7) of the GCL provides
that no such  limitation  of liability  may affect a director's  liability  with
respect to any of the following:  (i) breaches of the director's duty of loyalty
to the corporation or its shareholders;  (ii) acts or omissions not made in good
faith or which  involve  intentional  misconduct  of knowing  violations of law;
(iii) liability for dividends paid or stock repurchased or redeemed in violation
of the GCL; or (iv) any transaction  from which the director derived an improper
personal  benefit.  Section  102(b)(7)  does not authorize any limitation on the
ability of the  corporation or its  shareholders  to obtain  injunction  relief,
specific performance or other equitable relief against directors.

         The registrant's  Certificate of  Incorporation  provides that it shall
indemnify its officers and directors to the maximum  extent  permitted from time
to time under the GCL and requires  the  registrant  to advance  expenses to any
director or officer to the extent that such  indemnification  and advancement of
expenses  is  permitted  under  such law,  as it may,  from time to time,  be in
effect.

         In  addition,  the  registrant's  By-laws  require  the  registrant  to
indemnify,  to the fullest  extent  permitted  by law,  any  director,  officer,
employee  or agent for acts which such  person  reasonably  believes  are not in
violation  of  the  registrant's   corporate   purposes  as  set  forth  in  the
registrant's Certificate of Incorporation. At present, the GCL provides that, in
order to be entitled to  indemnification,  an individual must have acted in good
faith and in a manner he or she  reasonably  believed to be in or not opposed to
the best interests of the registrant.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

                                      II-2
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)

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         (1)   To file,  during  any  period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
the Securities Act of 1933;

               (ii) To reflect in the Registration Statement any facts or events
arising  after  the  effective  date  of the  prospectus  (or  the  most  recent
post-effective  amendments  thereto)  which,  individually  or in the aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes  in volume and prices  represent  no more than 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and

               (iii)To include  any  material  information  with  respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the Registration Statement.

Provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  filed  with a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference  in the  registration
statement.

         (2)   That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-3
(3)   To  remove  from   registration  by  means  of  a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed  in such Act and will be governed by the final  adjudication
of such issue.

                                      II-4
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/ Paul Eibeler            Director                                      September 14, 2004
-----------------------
Paul Eibeler

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

/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-5
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 Signature Page of the
                       Registration Statement)