As filed with the Securities and Exchange Commission on August 26, 1998
                                                        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)




                                417 FIFTH AVENUE
                            NEW YORK, NEW YORK 10016
                    (Address of Principal Executive Offices)
                                 ---------------
                          GT INTERACTIVE SOFTWARE CORP.
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)
                                RONALD CHAIMOWITZ
                                417 FIFTH AVENUE
                            NEW YORK, NEW YORK 10016
                     (Name and Address of Agent for Service)

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

                                   COPIES 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
                                           Maximum    Proposed
                                           Offering    Maximum        Amount of
Title of Securities to    Amount to be    Price Per   Aggregate     Registration
    be Registered          Registered      Share(1)  Offering Price      Fee
--------------------------------------------------------------------------------
Common Stock, par
value $.01  per share    1,000,000 shares  $ 5.5938   $ 5,593,800     $ 1,651
--------------------------------------------------------------------------------

(1)  Estimated  solely for purposes of calculating the registration fee pursuant
     to  Rule  457(c)  under  the  Securities  Act  of  1933,  as  amended  (the
     "Securities  Act"), based upon the average of the high and low sales prices
     for the Common Stock reported on the Nasdaq  National  Market on August 25,
     1998.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         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, 1997 (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  Transition Report on Form 10-K for the transition
period from January 1, 1998 to March 31, 1998 (File No. 0-27338), filed pursuant
to Section 13(a) of the Exchange Act;

         (c) The  Registrant's  Current Report on Form 8-K, filed March 4, 1998,
pursuant to Section 13(a) of the Exchange Act;

         (d) The Registrant's  Current Report on Form 8-K/A,  filed May 7, 1998,
pursuant to Section 13(a) of the Exchange Act;

         (e) The  Registrant's  Current Report on Form 8-K, filed July 22, 1998,
pursuant to Section 13(a) of the Exchange Act;

         (f) The Registrant's  Current Report on Form 8-K, filed August 5, 1998,
pursuant to Section 13(a) of the Exchange Act;

         (g) The  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
quarter  ended June 30, 1998,  filed  pursuant to Section  13(a) of the Exchange
Act; and

         (h) 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.

         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.  Certain
members of, and persons  associated  with,  such firm own an aggregate of 24,662
shares of Common Stock.

                                        2

<PAGE>


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,  as
amended, contains provisions permitted by Section 102(b)(7) of the DGCL.

         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,  as
amended,   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  and  Certificate  of
                                                Amendment  of  the  Amended  and
                                                Restated      Certificate     of
                                                Incorporation  of the Registrant
                                                (incorporated  by  reference  to
                                                Exhibit 3.1 filed as part of the
                                                Registrant's Quarterly Report on
                                                Form 10-Q for the fiscal quarter
                                                ended June 30, 1998).

                           4.2                  Amended and Restated  By-laws of
                                                the  Registrant  (as  amended on
                                                July 23, 1998)  (incorporated by
                                                reference  to Exhibit  3.2 filed
                                                as



                                        3

<PAGE>



                                                part    of   the    Registrant's
                                                Quarterly  Report  on Form  10-Q
                                                for  the  fiscal  quarter  ended
                                                June 30, 1998).

                           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).

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, 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  26th day of
August, 1998.

                             GT INTERACTIVE SOFTWARE CORP.



                             By: /s/ Ronald Chaimowitz
                                 ---------------------
                             Name:   Ronald Chaimowitz
                             Title:  Chairman of the Board of Directors
                                     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 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  attorney-in-fact  and  agent,  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
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

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


      SIGNATURE                TITLE(S)                            DATE
      ---------                --------                            ----
/s/ Joseph J. Cayre       Chairman Emeritus of the Board       August 26, 1998
----------------------    of Directors 
Joseph J. Cayre           


/s/ Andrew Gregor         Senior Vice President, Finance       August 26, 1998
----------------------    and Administration, and Chief    
Andrew Gregor             Financial Officer (Principal     
                          Financial and Accounting Officer)

                          
/s/ Ronald Chaimowitz     Chairman of the Board of             August 26, 1998
----------------------    Directors and Chief Executive 
Ronald Chaimowitz         Officer                       
                          

/s/ Jack J. Cayre         Executive Vice President, Director   August 26, 1998
----------------------
Jack J. Cayre

/s/ Stanley Cayre         Director                             August 26, 1998
----------------------
Stanley Cayre

/s/ Steven A. Denning     Director                             August 26, 1998
----------------------
Steven A. Denning


                                        5

<PAGE>



/s/ William E. Ford       Director                             August 26, 1998
----------------------
William E. Ford
/s/ Jordan A. Levy        Director                             August 26, 1998
----------------------
Jordan A. Levy
/s/ Alvin N. Teller       Director                             August 26, 1998
----------------------
Alvin N. Teller
/s/ Philip J. Riese       Director                             August 26, 1998
----------------------
Phillip J. Riese



                                        6
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As filed with the Securities and Exchange Commission on August 26, 1998
                                                        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)

                                417 FIFTH AVENUE
                            NEW YORK, NEW YORK 10016
                    (Address of Principal Executive Offices)
                                 ---------------
                          GT INTERACTIVE SOFTWARE CORP.
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)
                                RONALD CHAIMOWITZ
                                417 FIFTH AVENUE
                            NEW YORK, NEW YORK 10016
                     (Name and Address of Agent for Service)

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

                                   COPIES 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
                                           Maximum    Proposed
                                           Offering    Maximum        Amount of
Title of Securities to    Amount to be    Price Per   Aggregate     Registration
    be Registered          Registered      Share(1)  Offering Price      Fee
--------------------------------------------------------------------------------
Common Stock, par
value $.01  per share    1,000,000 shares  $ 5.5938   $ 5,593,800     $ 1,651
--------------------------------------------------------------------------------

(1)  Estimated  solely for purposes of calculating the registration fee pursuant
     to  Rule  457(c)  under  the  Securities  Act  of  1933,  as  amended  (the
     "Securities  Act"), based upon the average of the high and low sales prices
     for the Common Stock reported on the Nasdaq  National  Market on August 25,
     1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         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, 1997 (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  Transition Report on Form 10-K for the transition
period from January 1, 1998 to March 31, 1998 (File No. 0-27338), filed pursuant
to Section 13(a) of the Exchange Act;

         (c) The  Registrant's  Current Report on Form 8-K, filed March 4, 1998,
pursuant to Section 13(a) of the Exchange Act;

         (d) The Registrant's  Current Report on Form 8-K/A,  filed May 7, 1998,
pursuant to Section 13(a) of the Exchange Act;

         (e) The  Registrant's  Current Report on Form 8-K, filed July 22, 1998,
pursuant to Section 13(a) of the Exchange Act;

         (f) The Registrant's  Current Report on Form 8-K, filed August 5, 1998,
pursuant to Section 13(a) of the Exchange Act;

         (g) The  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
quarter  ended June 30, 1998,  filed  pursuant to Section  13(a) of the Exchange
Act; and

         (h) 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.

         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.  Certain
members of, and persons  associated  with,  such firm own an aggregate of 24,662
shares of Common Stock.

                                        2
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,  as
amended, contains provisions permitted by Section 102(b)(7) of the DGCL.

         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,  as
amended,   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  and  Certificate  of
                                                Amendment  of  the  Amended  and
                                                Restated      Certificate     of
                                                Incorporation  of the Registrant
                                                (incorporated  by  reference  to
                                                Exhibit 3.1 filed as part of the
                                                Registrant's Quarterly Report on
                                                Form 10-Q for the fiscal quarter
                                                ended June 30, 1998).

                           4.2                  Amended and Restated  By-laws of
                                                the  Registrant  (as  amended on
                                                July 23, 1998)  (incorporated by
                                                reference  to Exhibit  3.2 filed
                                                as

                                        3
part    of   the    Registrant's
                                                Quarterly  Report  on Form  10-Q
                                                for  the  fiscal  quarter  ended
                                                June 30, 1998).

                           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).

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, 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  26th day of
August, 1998.

                             GT INTERACTIVE SOFTWARE CORP.

                             By: /s/ Ronald Chaimowitz
                                 ---------------------
                             Name:   Ronald Chaimowitz
                             Title:  Chairman of the Board of Directors
                                     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 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  attorney-in-fact  and  agent,  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
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

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

      SIGNATURE                TITLE(S)                            DATE
      ---------                --------                            ----
/s/ Joseph J. Cayre       Chairman Emeritus of the Board       August 26, 1998
----------------------    of Directors 
Joseph J. Cayre           

/s/ Andrew Gregor         Senior Vice President, Finance       August 26, 1998
----------------------    and Administration, and Chief    
Andrew Gregor             Financial Officer (Principal     
                          Financial and Accounting Officer)

                          
/s/ Ronald Chaimowitz     Chairman of the Board of             August 26, 1998
----------------------    Directors and Chief Executive 
Ronald Chaimowitz         Officer                       
                          

/s/ Jack J. Cayre         Executive Vice President, Director   August 26, 1998
----------------------
Jack J. Cayre

/s/ Stanley Cayre         Director                             August 26, 1998
----------------------
Stanley Cayre

/s/ Steven A. Denning     Director                             August 26, 1998
----------------------
Steven A. Denning

                                        5
/s/ William E. Ford       Director                             August 26, 1998
----------------------
William E. Ford
/s/ Jordan A. Levy        Director                             August 26, 1998
----------------------
Jordan A. Levy
/s/ Alvin N. Teller       Director                             August 26, 1998
----------------------
Alvin N. Teller
/s/ Philip J. Riese       Director                             August 26, 1998
----------------------
Phillip J. Riese

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