<PAGE>

     As filed with the Securities and Exchange Commission on April 16, 1998





                       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)

                         1994 Employee Stock Option Plan
                         -------------------------------
                            (Full title of the plan)

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

                                 (212) 941-2988
          -------------------------------------------------------------
          (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>
<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE

                                                                Proposed                Proposed
                                                                Maximum                 Maximum
                                                                Aggregate               Aggregate            Amount of
Title of Securities                   Amount to                 Price Per               Offering             Registra-
to be Registered                      be Registered             Share(1)                Price(1)             tion Fee
----------------                      -------------             --------                --------             --------

<S>                                    <C>                        <C>                   <C>                   <C>    
Common Stock, par                      759,676 shares             $1.07                 $812,853              $239.79
value $.01
per share(2)

</TABLE>

         (1) Estimated solely for the purpose of calculating the registration
fee and based upon the average price at which options may be exercised.

         (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 Plans.






<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 of 1933 and the Note to Part I of Form S-8.







<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:

         (a) Current Report on Form 8-K dated July 29, 1997;

         (b) Current Report on Form 8-K/A dated July 29, 1997;

         (c) Current Report on Form 8-K dated October 24, 1997;

         (d) Current Report on Form 8-K dated December 24, 1997;

         (e) Current Report on Form 8-K/A dated December 24, 1997;

         (f) Annual Report on Form 10-KSB for the fiscal year ended October 31,
1997;

         (g) Quarterly Report on Form 10-QSB for the three month period ended
January 31, 1998;

         (h) Current Report on Form 8-K dated March 18, 1998; and

         (i) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A.

         (j) 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.

                  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 Delaware General Corporation Law ("DGCL")
contains provisions entitling the Company's directors and officers to
indemnification from judgments, finds, amounts paid in settlement and reasonable
expenses (including attorneys' fees) as the result of an action or proceeding in
which they may be involved by reason of having been a director or officer of the
Company. In its Certificate of Incorporation, the Company has included a
provision that limits, to the fullest extent now or hereafter permitted by the
DGCL, the personal liability of its directors to the Company or its stockholders
for monetary damages arising from a breach of their fiduciary duties as
directors. Under the DGCL as current in effect, this provision limits a
director's liability except where such director (i) breaches his duty of loyalty
to the Company or its stockholders, (ii) fails to act in good faith or engaged
in intentional misconduct or a knowing violation of law, (iii) authorizes
payment of an unlawful dividend or stock purchase or redemption as provided in
Section 174 of the DGCL, or (iv) obtains an improper personal benefit. This
provision does not prevent the Company or its stockholders from seeking
equitable remedies, such an injunctive relief or recision. If equitable remedies
are found not to be available to stockholders in any particular case,
stockholders may not have any effective remedy against actions taken by
directors that constitute negligence or gross negligence.

         The Certificate of Incorporation also includes provisions to the effect
that (subject to certain exceptions) the Company shall, to the maximum extent
permitted from time to time under the law of the State of Delaware, indemnify,
and upon request shall 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 Bylaws
require the Company to indemnify, to the fullest extent permitted by law, any
director, officer, employee or agent of the Company for acts which such person
reasonably believes are not in violation of the Company's corporate purposes as
set forth in the Certificate of Incorporation. At present, the DGCL 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 Company's best interests.

                  Item 7. Exemption from Registration Claimed.

                  Not applicable.





                                      II-2

<PAGE>



                  Item 8.           Exhibits.

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

                           1.1    1994 Employee Stock Option
                                  Plan of the Registrant
                                  (incorporated by reference to
                                  Registration Statement on Form
                                  SB-2, No. 33-6414)

                           5      Opinion of Tenzer Greenblatt
                                  LLP

                           23.2   Consent of Coopers & Lybrand,
                                  L.L.P.

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

                           24.1   Powers of Attorney (included
                                  on Page II-5)


         Item (k) Undertakings.

                  The undersigned Registrant hereby undertakes:

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

                  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.

                  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.

                  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)




                                      II-3

<PAGE>



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 procedures, 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 the Act and will
be governed by the final adjudication of such issue.






                                      II-4

<PAGE>



                                   SIGNATURES

         In accordance with 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 of filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, in the City of New
York, State of New York, on the 14th day of April, 1998.

                                    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 Anthony R. Williams 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                    April 14, 1998
-------------------------------------------- and Director (Principal 
Ryan A. Brant                                Executive Officer)      
                                             


  /s/ Anthony R. Williams                    Chief Financial Officer                    April 14, 1998
-------------------------------------------- and Director (Principal 
Anthony R. Williams                          Accounting Officer)     
                                             


  /s/ Oliver R. Grace, Jr.                   Director                                   April 14, 1998
--------------------------------------------
Oliver R. Grace, Jr.



  /s/ Neil S. Hirsch                         Director                                   April 14, 1998
--------------------------------------------
Neil S. Hirsch



  /s/ David P. Clark                         Director                                   April 14, 1998
--------------------------------------------
David P. Clark



  /s/ Kelly Sumner                           Director                                   April 14, 1998
--------------------------------------------
Kelly Sumner



  /s/ Robert Flug                            Director                                   April 14, 1998
--------------------------------------------
Robert Flug

</TABLE>






                                      II-5

<PAGE>



                                  Exhibit Index


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

         1.1    1994  Employee Stock Option Plan of Registrant
                (incorporated by reference to Registration Statement
                on Form SB-2, No. 33-6414)

          5     Opinion of Tenzer Greenblatt LLP

        23.2    Consent of Coopers & Lybrand, L.L.P.

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

        24.1    Powers of Attorney (included on Page II-4 of the
                Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16467}]
{"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": "333-50251", "film-number": "98595224"}, "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 April 16, 1998

                       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)

                         1994 Employee Stock Option Plan
                         -------------------------------
                            (Full title of the plan)

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

                                 (212) 941-2988
          -------------------------------------------------------------
          (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
                                                                Aggregate               Aggregate            Amount of
Title of Securities                   Amount to                 Price Per               Offering             Registra-
to be Registered                      be Registered             Share(1)                Price(1)             tion Fee
----------------                      -------------             --------                --------             --------
Common Stock, par                      759,676 shares             $1.07                 $812,853              $239.79
value $.01
per share(2)
(1) Estimated solely for the purpose of calculating the registration
fee and based upon the average price at which options may be exercised.

         (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 Plans.
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 of 1933 and the Note to Part I of Form S-8.
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:

         (a) Current Report on Form 8-K dated July 29, 1997;

         (b) Current Report on Form 8-K/A dated July 29, 1997;

         (c) Current Report on Form 8-K dated October 24, 1997;

         (d) Current Report on Form 8-K dated December 24, 1997;

         (e) Current Report on Form 8-K/A dated December 24, 1997;

         (f) Annual Report on Form 10-KSB for the fiscal year ended October 31,
1997;

         (g) Quarterly Report on Form 10-QSB for the three month period ended
January 31, 1998;

         (h) Current Report on Form 8-K dated March 18, 1998; and

         (i) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A.

         (j) 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.

                  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 Delaware General Corporation Law ("DGCL")
contains provisions entitling the Company's directors and officers to
indemnification from judgments, finds, amounts paid in settlement and reasonable
expenses (including attorneys' fees) as the result of an action or proceeding in
which they may be involved by reason of having been a director or officer of the
Company. In its Certificate of Incorporation, the Company has included a
provision that limits, to the fullest extent now or hereafter permitted by the
DGCL, the personal liability of its directors to the Company or its stockholders
for monetary damages arising from a breach of their fiduciary duties as
directors. Under the DGCL as current in effect, this provision limits a
director's liability except where such director (i) breaches his duty of loyalty
to the Company or its stockholders, (ii) fails to act in good faith or engaged
in intentional misconduct or a knowing violation of law, (iii) authorizes
payment of an unlawful dividend or stock purchase or redemption as provided in
Section 174 of the DGCL, or (iv) obtains an improper personal benefit. This
provision does not prevent the Company or its stockholders from seeking
equitable remedies, such an injunctive relief or recision. If equitable remedies
are found not to be available to stockholders in any particular case,
stockholders may not have any effective remedy against actions taken by
directors that constitute negligence or gross negligence.

         The Certificate of Incorporation also includes provisions to the effect
that (subject to certain exceptions) the Company shall, to the maximum extent
permitted from time to time under the law of the State of Delaware, indemnify,
and upon request shall 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 Bylaws
require the Company to indemnify, to the fullest extent permitted by law, any
director, officer, employee or agent of the Company for acts which such person
reasonably believes are not in violation of the Company's corporate purposes as
set forth in the Certificate of Incorporation. At present, the DGCL 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 Company's best interests.

                  Item 7. Exemption from Registration Claimed.

                  Not applicable.

                                      II-2
Item 8.           Exhibits.

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

                           1.1    1994 Employee Stock Option
                                  Plan of the Registrant
                                  (incorporated by reference to
                                  Registration Statement on Form
                                  SB-2, No. 33-6414)

                           5      Opinion of Tenzer Greenblatt
                                  LLP

                           23.2   Consent of Coopers & Lybrand,
                                  L.L.P.

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

                           24.1   Powers of Attorney (included
                                  on Page II-5)

         Item (k) Undertakings.

                  The undersigned Registrant hereby undertakes:

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

                  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.

                  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.

                  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)

                                      II-3
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 procedures, 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 the Act and will
be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         In accordance with 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 of filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, in the City of New
York, State of New York, on the 14th day of April, 1998.

                                    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 Anthony R. Williams 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                    April 14, 1998
-------------------------------------------- and Director (Principal 
Ryan A. Brant                                Executive Officer)      
                                             

  /s/ Anthony R. Williams                    Chief Financial Officer                    April 14, 1998
-------------------------------------------- and Director (Principal 
Anthony R. Williams                          Accounting Officer)     
                                             

  /s/ Oliver R. Grace, Jr.                   Director                                   April 14, 1998
--------------------------------------------
Oliver R. Grace, Jr.

  /s/ Neil S. Hirsch                         Director                                   April 14, 1998
--------------------------------------------
Neil S. Hirsch

  /s/ David P. Clark                         Director                                   April 14, 1998
--------------------------------------------
David P. Clark

  /s/ Kelly Sumner                           Director                                   April 14, 1998
--------------------------------------------
Kelly Sumner

  /s/ Robert Flug                            Director                                   April 14, 1998
--------------------------------------------
Robert Flug
II-5
Exhibit Index

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

         1.1    1994  Employee Stock Option Plan of Registrant
                (incorporated by reference to Registration Statement
                on Form SB-2, No. 33-6414)

          5     Opinion of Tenzer Greenblatt LLP

        23.2    Consent of Coopers & Lybrand, L.L.P.

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

        24.1    Powers of Attorney (included on Page II-4 of the
                Registration Statement)