As filed with the Securities and Exchange Commission on November 3, 1997
                                                        Registration No. 333-___
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------
                          GT INTERACTIVE SOFTWARE CORP.
             (Exact name of registrant as specified in its charter)

       DELAWARE                                       13-3689915
--------------------------------------------------------------------------------
(State or Other Jurisdiction of                   (I.R.S. Employer
Incorporation or Organization)                    Identification Number)

                               16 EAST 40TH STREET
                            NEW YORK, NEW YORK 10016
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 ---------------
                   SINGLETRAC ENTERTAINMENT TECHNOLOGIES, INC.
                           1996 EQUITY INCENTIVE PLAN
                                 ---------------
                     SINGLETRAC 1997/98 EMPLOYEE BONUS PLAN
                                 ---------------
                            (Full Title of the Plans)

                                RONALD CHAIMOWITZ
                               16 EAST 40TH STREET
                            NEW YORK, NEW YORK 10016
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (212) 726-6500
--------------------------------------------------------------------------------
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                    COPY TO:

                              DAVID P. LEVIN, ESQ.
                        KRAMER, LEVIN, NAFTALIS & FRANKEL
                                919 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 715-9100

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
                                                  Proposed                Proposed
Title of                                          Maximum                 Maximum                 Amount of
Securities to be          Amount to be            Offering Price          Aggregate               Registration
Registered                Registered (1)          Per Share (2)           Offering Price          Fee
------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>                     <C>                     <C>   
Common Stock,             741,727                 $9.125                  $6,768,259              $2,051
$.01 par value
========================================================================================================================
</TABLE>

(1)  Plus such  additional  number of shares as may be required  pursuant to the
     employee  benefit  plans in the  event of a stock  split,  stock  dividend,
     recapitalization,  reorganization,  merger,  consolidation or other similar
     event.

(2)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) of the  Securities  Act of 1933, as amended,  based upon the
     average of the high and low sales prices for the Common  Stock  reported on
     the Nasdaq National Market on October 28, 1997.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         GT Interactive Software Corp. (the "Registrant") hereby incorporates by
reference in this Registration Statement the following documents:

          (a)  The  Registrant's  Annual Report on Form 10-K for the fiscal year
               ended  December 31, 1996 (File No.  0-27338),  filed  pursuant to
               Section 13(a) of the Securities  Exchange Act of 1934, as amended
               (the "Exchange Act");

          (b)  The  Registrant's  Quarterly  Reports on Form 10-Q for the fiscal
               quarters  ended March 31, 1997 and June 30, 1997,  filed pursuant
               to Section 13(a) of the Exchange Act;

          (c)  The Registrant's Current Reports on Form 8-K, dated February 10, 
               1997 and October 8, 1997,  filed  pursuant to Section  13(a) of 
               the Exchange Act; and

          (d)  The  Registrant's  Registration  Statement  on  Form  8-A,  filed
               pursuant to Section 12(g) of the Exchange Act,  which  contains a
               description  of the  Registrant's  Common  Stock,  including  any
               amendment  or  report  filed for the  purpose  of  updating  such
               description.

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective  amendment to this  Registration  Statement which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

Item 4.   Description of Securities.

         Not applicable.

Item 5.   Interest of Named Experts and Counsel.

         The  validity  of the shares of Common  Stock  offered  hereby has been
passed  upon for the  Registrant  by  Kramer,  Levin,  Naftalis  &  Frankel.  At
September 30, 1997,  certain members of, and persons  associated with, such firm
owned an aggregate of 25,662 shares of Common Stock of the Registrant.

Item 6.   Indemnification of Directors and Officers.

         Reference  is  made  to  Section  102(b)(7)  of  the  Delaware  General
Corporation Law (the "DGCL"),  which permits a corporation in its certificate of
incorporation  or an  amendment  thereto  to  eliminate  or limit  the  personal
liability of a director for violations of the director's  fiduciary duty, except
(i)  for  any  breach  of  the  director's  fiduciary  duty  of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock purchases or  redemptions),  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  The  Registrant's  Amended and Restated  Certificate of  Incorporation
contains provisions permitted by Section 102(b)(7) of the DGCL.


                                       -2-

<PAGE>

         Reference  is made to  Section  145 of the DGCL which  provides  that a
corporation  may indemnify any persons,  including  directors and officers,  who
are,  or are  threatened  to be made,  parties  to any  threatened,  pending  or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by  reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of such  corporation,  or is or was  serving at the
request of such corporation as a director, officer, employee or agent of another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided such  director,  officer,  employee or agent acted in good
faith and in a manner he  reasonably  believed  to be in or not  opposed  to the
corporation's  best  interests  and,  with  respect  to any  criminal  action or
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware  corporation  may indemnify  directors  and/or officers in an action or
suit by or in the right of the  corporation  under the same  conditions,  except
that no  indemnification  is permitted without judicial approval if the director
or officer is  adjudged  to be liable to the  corporation.  Where a director  or
officer is  successful  on the merits or  otherwise in the defense of any action
referred  to above,  the  corporation  must  indemnify  him or her  against  the
expenses which such director or officer actually and reasonably incurred.

         The  Registrant's  Amended and Restated  Certificate  of  Incorporation
provides for  indemnification of directors and officers of the Registrant to the
fullest extent  permitted by the DGCL. The Registrant  also maintains  liability
insurance for each director and officer for certain  losses  arising from claims
or charges made against  them while acting in their  capacities  as directors or
officers of the Registrant.

Item 7.   Exemption from Registration Claimed.

         Not applicable.

Item 8.    Exhibits.

        Exhibit Number       Description

              4.1        Amended and Restated  Certificate of  Incorporation  of
                         the  Registrant  (incorporated  by reference to Exhibit
                         3.1 filed as part of the Registrant's  Annual Report on
                         Form 10-K for the fiscal year ended December 31, 1995).

              4.2        Amended  and   Restated   By-laws  of  the   Registrant
                         (incorporated by reference to Exhibit 3.2 filed as part
                         of the Registrant's Registration Statement on Form S-1,
                         Registration No. 333-14441).

               5         Opinion of Kramer, Levin, Naftalis & Frankel.

               23.1      Consent of Arthur Andersen LLP.

               23.2      Consent of Ernst & Young LLP.

               23.3      Consent of Kramer, Levin, Naftalis & Frankel (contained
                         in the opinion filed as Exhibit 5 hereto).

               24        Power of Attorney  (included on the  signature  page of
                         this Registration Statement).


                                       -3-

<PAGE>

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  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.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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 the time shall be deemed to be the initial bona
fide offering thereof.

         (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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  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 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. 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  Securities  Act and will be  governed by the final
adjudication of such issue.


                                       -4-

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 this 3rd day of
November, 1997.

                                      GT INTERACTIVE SOFTWARE CORP.

                                       By:  /s/ Ronald Chaimowitz 
                                            --------------------- 
                                            Name:   Ronald Chaimowitz
                                            Title:  President and
                                                    Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  each  of  Joseph  J.  Cayre,  Ronald
Chaimowitz  and  Jack  J.  Cayre,   and  each  of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement, and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully  for all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  or any of them or his  substitute  or  substitutes,  may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on November
3, 1997 in the capacities indicated.

                Signature                            Title(s)

/s/ Joseph J. Cayre                     Chairman of the Board
-------------------
Joseph J. Cayre

/s/ Andrew Gregor                       Senior  Vice   President,   Finance  and
-----------------                       Administration,   and  Chief   Financial
Andrew Gregor                           Officer    (Principal    Financial   and
                                        Accounting Officer)                     
                                        
/s/ Ronald Chaimowitz                   President,  Chief Executive  Officer and
---------------------                   Director                                
Ronald Chaimowitz                       

                                        
/s/ Jack J. Cayre                       Executive Vice President, Director
-----------------
Jack J. Cayre


/s/ Kenneth Cayre                       Director
-----------------
Kenneth Cayre


/s/ Stanley J. Cayre                    Director
--------------------
Stanley J. Cayre


/s/ Steven A. Denning                   Director
---------------------
Steven A. Denning


<PAGE>
         


/s/ William E. Ford                     Director
-------------------
William E. Ford


/s/ Jordan A. Levy                      Director
------------------
Jordan A. Levy


/s/ Alvin N. Teller                     Director
-------------------
Alvin N. Teller


         <PAGE>


                                         EXHIBIT INDEX

Exhibit No.              Description
-----------              -----------
                      
      4.1                Amended and Restated  Certificate of  Incorporation  of
                         the  Registrant  (incorporated  by reference to Exhibit
                         3.1 filed as part of the Registrant's  Annual Report on
                         Form 10-K for the fiscal year ended December 31, 1995).
                      
      4.2                Amended  and   Restated   By-laws  of  the   Registrant
                         (incorporated by reference to Exhibit 3.2 filed as part
                         of the Registrant's Registration Statement on Form S-1,
                         Registration No. 333-14441).
                      
       5                 Opinion of Kramer, Levin, Naftalis & Frankel.
                      
       23.1              Consent of Arthur Andersen LLP.
                      
       23.2              Consent of Ernst & Young LLP.
                      
       23.3              Consent of Kramer, Levin, Naftalis & Frankel (contained
                         in the opinion filed as Exhibit 5 hereto).
                      
       24                Power of Attorney  (included on the  signature  page of
                         this Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 18935}]
{"company-data": {"conformed-name": "GT INTERACTIVE SOFTWARE CORP", "cik": "0001002607", "assigned-sic": "7372", "irs-number": "133689915", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39353", "film-number": "97706800"}, "business-address": {"street1": "16 EAST 4OTH ST", "city": "NEW YORK", "state": "NY", "zip": "10016", "phone": "2127266500"}, "mail-address": {"street1": "16 EAST 40TH ST", "city": "NEW YORK", "state": "NY", "zip": "10016"}}
As filed with the Securities and Exchange Commission on November 3, 1997
                                                        Registration No. 333-___
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------
                          GT INTERACTIVE SOFTWARE CORP.
             (Exact name of registrant as specified in its charter)

       DELAWARE                                       13-3689915
--------------------------------------------------------------------------------
(State or Other Jurisdiction of                   (I.R.S. Employer
Incorporation or Organization)                    Identification Number)

                               16 EAST 40TH STREET
                            NEW YORK, NEW YORK 10016
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 ---------------
                   SINGLETRAC ENTERTAINMENT TECHNOLOGIES, INC.
                           1996 EQUITY INCENTIVE PLAN
                                 ---------------
                     SINGLETRAC 1997/98 EMPLOYEE BONUS PLAN
                                 ---------------
                            (Full Title of the Plans)

                                RONALD CHAIMOWITZ
                               16 EAST 40TH STREET
                            NEW YORK, NEW YORK 10016
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (212) 726-6500
--------------------------------------------------------------------------------
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                    COPY TO:

                              DAVID P. LEVIN, ESQ.
                        KRAMER, LEVIN, NAFTALIS & FRANKEL
                                919 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 715-9100

                         CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                  Proposed                Proposed
Title of                                          Maximum                 Maximum                 Amount of
Securities to be          Amount to be            Offering Price          Aggregate               Registration
Registered                Registered (1)          Per Share (2)           Offering Price          Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock,             741,727                 $9.125                  $6,768,259              $2,051
$.01 par value
========================================================================================================================
(1)  Plus such  additional  number of shares as may be required  pursuant to the
     employee  benefit  plans in the  event of a stock  split,  stock  dividend,
     recapitalization,  reorganization,  merger,  consolidation or other similar
     event.

(2)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) of the  Securities  Act of 1933, as amended,  based upon the
     average of the high and low sales prices for the Common  Stock  reported on
     the Nasdaq National Market on October 28, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         GT Interactive Software Corp. (the "Registrant") hereby incorporates by
reference in this Registration Statement the following documents:

          (a)  The  Registrant's  Annual Report on Form 10-K for the fiscal year
               ended  December 31, 1996 (File No.  0-27338),  filed  pursuant to
               Section 13(a) of the Securities  Exchange Act of 1934, as amended
               (the "Exchange Act");

          (b)  The  Registrant's  Quarterly  Reports on Form 10-Q for the fiscal
               quarters  ended March 31, 1997 and June 30, 1997,  filed pursuant
               to Section 13(a) of the Exchange Act;

          (c)  The Registrant's Current Reports on Form 8-K, dated February 10, 
               1997 and October 8, 1997,  filed  pursuant to Section  13(a) of 
               the Exchange Act; and

          (d)  The  Registrant's  Registration  Statement  on  Form  8-A,  filed
               pursuant to Section 12(g) of the Exchange Act,  which  contains a
               description  of the  Registrant's  Common  Stock,  including  any
               amendment  or  report  filed for the  purpose  of  updating  such
               description.

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective  amendment to this  Registration  Statement which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

Item 4.   Description of Securities.

         Not applicable.

Item 5.   Interest of Named Experts and Counsel.

         The  validity  of the shares of Common  Stock  offered  hereby has been
passed  upon for the  Registrant  by  Kramer,  Levin,  Naftalis  &  Frankel.  At
September 30, 1997,  certain members of, and persons  associated with, such firm
owned an aggregate of 25,662 shares of Common Stock of the Registrant.

Item 6.   Indemnification of Directors and Officers.

         Reference  is  made  to  Section  102(b)(7)  of  the  Delaware  General
Corporation Law (the "DGCL"),  which permits a corporation in its certificate of
incorporation  or an  amendment  thereto  to  eliminate  or limit  the  personal
liability of a director for violations of the director's  fiduciary duty, except
(i)  for  any  breach  of  the  director's  fiduciary  duty  of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock purchases or  redemptions),  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  The  Registrant's  Amended and Restated  Certificate of  Incorporation
contains provisions permitted by Section 102(b)(7) of the DGCL.

                                       -2-
Reference  is made to  Section  145 of the DGCL which  provides  that a
corporation  may indemnify any persons,  including  directors and officers,  who
are,  or are  threatened  to be made,  parties  to any  threatened,  pending  or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by  reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of such  corporation,  or is or was  serving at the
request of such corporation as a director, officer, employee or agent of another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided such  director,  officer,  employee or agent acted in good
faith and in a manner he  reasonably  believed  to be in or not  opposed  to the
corporation's  best  interests  and,  with  respect  to any  criminal  action or
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware  corporation  may indemnify  directors  and/or officers in an action or
suit by or in the right of the  corporation  under the same  conditions,  except
that no  indemnification  is permitted without judicial approval if the director
or officer is  adjudged  to be liable to the  corporation.  Where a director  or
officer is  successful  on the merits or  otherwise in the defense of any action
referred  to above,  the  corporation  must  indemnify  him or her  against  the
expenses which such director or officer actually and reasonably incurred.

         The  Registrant's  Amended and Restated  Certificate  of  Incorporation
provides for  indemnification of directors and officers of the Registrant to the
fullest extent  permitted by the DGCL. The Registrant  also maintains  liability
insurance for each director and officer for certain  losses  arising from claims
or charges made against  them while acting in their  capacities  as directors or
officers of the Registrant.

Item 7.   Exemption from Registration Claimed.

         Not applicable.

Item 8.    Exhibits.

        Exhibit Number       Description

              4.1        Amended and Restated  Certificate of  Incorporation  of
                         the  Registrant  (incorporated  by reference to Exhibit
                         3.1 filed as part of the Registrant's  Annual Report on
                         Form 10-K for the fiscal year ended December 31, 1995).

              4.2        Amended  and   Restated   By-laws  of  the   Registrant
                         (incorporated by reference to Exhibit 3.2 filed as part
                         of the Registrant's Registration Statement on Form S-1,
                         Registration No. 333-14441).

               5         Opinion of Kramer, Levin, Naftalis & Frankel.

               23.1      Consent of Arthur Andersen LLP.

               23.2      Consent of Ernst & Young LLP.

               23.3      Consent of Kramer, Levin, Naftalis & Frankel (contained
                         in the opinion filed as Exhibit 5 hereto).

               24        Power of Attorney  (included on the  signature  page of
                         this Registration Statement).

                                       -3-
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  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.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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 the time shall be deemed to be the initial bona
fide offering thereof.

         (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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  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 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. 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       -4-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 this 3rd day of
November, 1997.

                                      GT INTERACTIVE SOFTWARE CORP.

                                       By:  /s/ Ronald Chaimowitz 
                                            --------------------- 
                                            Name:   Ronald Chaimowitz
                                            Title:  President and
                                                    Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  each  of  Joseph  J.  Cayre,  Ronald
Chaimowitz  and  Jack  J.  Cayre,   and  each  of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement, and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully  for all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  or any of them or his  substitute  or  substitutes,  may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on November
3, 1997 in the capacities indicated.

                Signature                            Title(s)

/s/ Joseph J. Cayre                     Chairman of the Board
-------------------
Joseph J. Cayre

/s/ Andrew Gregor                       Senior  Vice   President,   Finance  and
-----------------                       Administration,   and  Chief   Financial
Andrew Gregor                           Officer    (Principal    Financial   and
                                        Accounting Officer)                     
                                        
/s/ Ronald Chaimowitz                   President,  Chief Executive  Officer and
---------------------                   Director                                
Ronald Chaimowitz                       

                                        
/s/ Jack J. Cayre                       Executive Vice President, Director
-----------------
Jack J. Cayre

/s/ Kenneth Cayre                       Director
-----------------
Kenneth Cayre

/s/ Stanley J. Cayre                    Director
--------------------
Stanley J. Cayre

/s/ Steven A. Denning                   Director
---------------------
Steven A. Denning
/s/ William E. Ford                     Director
-------------------
William E. Ford

/s/ Jordan A. Levy                      Director
------------------
Jordan A. Levy

/s/ Alvin N. Teller                     Director
-------------------
Alvin N. Teller
EXHIBIT INDEX

Exhibit No.              Description
-----------              -----------
                      
      4.1                Amended and Restated  Certificate of  Incorporation  of
                         the  Registrant  (incorporated  by reference to Exhibit
                         3.1 filed as part of the Registrant's  Annual Report on
                         Form 10-K for the fiscal year ended December 31, 1995).
                      
      4.2                Amended  and   Restated   By-laws  of  the   Registrant
                         (incorporated by reference to Exhibit 3.2 filed as part
                         of the Registrant's Registration Statement on Form S-1,
                         Registration No. 333-14441).
                      
       5                 Opinion of Kramer, Levin, Naftalis & Frankel.
                      
       23.1              Consent of Arthur Andersen LLP.
                      
       23.2              Consent of Ernst & Young LLP.
                      
       23.3              Consent of Kramer, Levin, Naftalis & Frankel (contained
                         in the opinion filed as Exhibit 5 hereto).
                      
       24                Power of Attorney  (included on the  signature  page of
                         this Registration Statement).