UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12b-25

                           SEC File Number: 000-29230

                           NOTIFICATION OF LATE FILING

(Check One):

|X| Form 10-K         |_| Form 20-F         |_| Form 11-K         |_| Form 10-Q

|_| Form N-SAR        |_| FormN-CSR

         For Period Ended: October 31, 2003

         [ ] Transition Report on Form 10-K

         [ ] Transition Report on Form 20-F

         [ ] Transition Report on Form 11-K

         [ ] Transition Report on Form 10-Q

         [ ] Transition Report on Form N-SAR

         For the Transition Period Ended: N/A

         Nothing in this form shall be  construed  to imply that the  Commission
has verified any information contained herein.

         If the  notification  relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:


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                          PART I-REGISTRANT INFORMATION

                      Take- Two Interactive Software, Inc.
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                             Full Name of Registrant

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                            Former Name if Applicable

                                  622 Broadway
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            Address of Principal Executive Office (Street and Number)

                               New York, NY 10022
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                           (City, State and Zip Code)



                        PART II - RULES 12b-25(b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate)

                  (a) The reasons  described in reasonable detail in Part III of
                  this form could not be eliminated without  unreasonable effort
                  or expense;

[X]               (b) The subject annual report,  semi-annual report, transition
                  report on Form  10-K,  Form  20-F,  11-K , Form  N-SAR or Form
                  N-CSR,  or  portion  thereof,  will be filed on or before  the
                  fifteenth  calendar day following the  prescribed due date; or
                  the  subject  quarterly  report or  transition  report on Form
                  10-Q, or portion  thereof will be filed on or before the fifth
                  calendar day following the prescribed due date; and

                  (c) The  accountant's  statement or other exhibit  required by
                  Rule 12b-25(c) has been attached if applicable.

                               PART III -NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR,  N-CSR or the  transition  report or portion  thereof  could not be filed
within the prescribed time period. (Attached extra sheets if needed.)

Take-Two  Interactive  Software,  Inc.  (the  "Company")  could not complete its
Annual  Report on Form 10-K for the fiscal  year  ended  October  31,  2003 on a
timely basis due to issues raised in the previously  disclosed  investigation by
the staff of the SEC's Division of Enforcement into certain  accounting  matters
relating to the Company's  financial  statements.  Among other things, the SEC's
staff has raised  issues  with  respect  to the  Company's  revenue  recognition
policies  and its  impact on the  Company's  current  and  historical  financial
statements.

The Company intends to amend its revenue recognition  policies by adopting a new
methodology for recording  reserves for price  concessions.  The revision in the
Company's  revenue  recognition   policies  will  result  in  a  restatement  of
previously  issued  financial   statements,   generally  reflecting  an  earlier
recognition  of reserves  for price  concessions.  The  restatement  will affect
changes in reported revenue and earnings,  and related balance sheet amounts, on
both a current and historical basis.

The restatement will affect the Company's financial results for each of the four
fiscal years ended  October 31, 2002,  the four  quarters of fiscal 2002 and the
interim  quarters of fiscal 2003. In addition,  this change in methodology  will
affect the Company's  fourth quarter fiscal 2003  financial  results  previously
announced on December 18, 2003,  as well as the Company's  previously  announced
guidance for fiscal 2004.

The anticipated effect of the adoption of the revised  recognition policy on the
Company's net sales, net income and diluted net income per share for fiscal 2003
and fiscal 2002 are as follows:



                                                    Year Ended                            Year Ended
                                                 October 31, 2003                      October 31, 2002
                                        -----------------------------------      ------------------------------
(In thousands, except per share data)          As              Anticipated              As        Anticipated
                                               --             ------------              --    ---------------
                                        announced          Adjusted  Range        Reported     Adjusted Range
                                        ---------          ---------------        --------     --------------
                                                                                    
Net Sales                               $1,037,112   $1,033,000-$1,036,000        $795,018   $795,000-$798,000
Net Income                                 $99,972         $98,250-$99,750         $71,565     $71,500-$73,000
Net Income per share (Diluted)               $2.31             $2.27-$2.30           $1.81         $1.81-$1.84



The numbers  reported  under the  anticipated  adjusted  range columns above are
estimated,  subject to  finalization  by  management  and audit and may  change.
Moreover,  the quarterly  results within the annual  periods set forth above may
vary materially from those previously reported or announced.

The Company is also reviewing certain  transactions  involving sales of products
to retailers in fiscal 2000 and the first three  quarters of fiscal 2001. If the
review of these additional  transactions requires a restatement,  it will result
in a shift in the timing of the recognition of revenue and product costs, with a
corresponding  effect  on  the  Company's  financial  position  and  results  of
operations.   The  amounts  and  timing  of  the  revenue  recognition  are  not
determinable at this time.




                           PART IV - OTHER INFORMATION

(1)      Name and  telephone  number  of  person  to  contact  in regard to this
notification

Karl H. Winters                        646                         536-2842
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    (Name)                          (Area Code)               (Telephone Number)

(2)      Have all other periodic  reports  required under Section 13 or 15(d) of
the Securities  Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant  was  required to file such  report(s)  been filed?  If answer is no,
identify report(s).    |X| Yes |_| No

(3)      Is it anticipated that any significant  change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings  statements  to be included  in the subject  report or portion thereof?
                       |X| Yes |_| No

         If  so:  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.

                                 See Attachment





                       Take-Two Interactive Software, Inc.
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                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date:  January 30, 2004                 By: /s/ Karl H. Winters
                                        ----------------------------------------
                                        Karl H. Winters, Chief Financial Officer

         Instruction:  The form may be signed  by an  executive  officer  of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature.  If
the  statement  is  signed  on  behalf  of  the   registrant  by  an  authorized
representative   (other   than   an   executive   officer),   evidence   of  the
representative's  authority to sign on behalf of the  registrant  shall be filed
with the form.

                                    ATTENTION

         Intentional  misstatements  or  omissions  of fact  constitute  Federal
criminal violations (See 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

         1.       This form is required by Rule 12b-25 of the General  Rules and
Regulations under the Securities Exchange Act of 1934.

         2.       One signed original and four conformed copies of this form and
amendments  thereto must be completed and filed with the Securities and Exchange
Commission,  Washington,  D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information  contained in or filed with
the form will be made a matter of public record in the commission files.

         3.       A  manually  signed  copy of the form and  amendments  thereto
shall be filed  with each  national  securities  exchange  on which any class of
securities of the registrant is registered.

         4.       Amendments  to the  notifications  must  also be filed on Form
12b-25 but need not restate information that has been correctly  furnished.  The
form shall be clearly identified as an amendment notification.

         5.       ELECTRONIC  FILERS.  This form shall not be used by electronic
filers  unable to timely file a report  solely due to  electronic  difficulties.
Filers  unable to  submit a report  within  the time  period  prescribed  due to
difficulties in electronic filing should comply with either Rule 201 or Rule 202
of Regulations S-T (Section 232.201 or Section 232.202 of this chapter) or apply
for an  adjustment  in filing  date  pursuant  to Rule 13(b) of  Regulation  S-T
(Section 232.12(c) of this chapter).




                            ATTACHMENT TO PART IV OF
                                 FORM 12b-25 OF
                       TAKE-TWO INTERACTIVE SOFTWARE, INC.

                With respect to its Form 10-K for the fiscal year
                             Ended October 31, 2003

         The Company  estimates  that its results of  operations  for the fiscal
year ended  October 31, 2003 as reflected in its  statements of operations to be
included  in its Form 10-K for the  fiscal  year  ended  October  31,  2003 will
reflect a  substantial  increase  in net sales when  compared to the fiscal year
ended October 31, 2002. In addition, the Company expects to report a substantial
increase  in net  income in fiscal  2003 when  compared  to net income in fiscal
2002.