TAKE-TWO INTERACTIVE SOFTWARE, INC. and SUBSIDIARIES
                                                                    Exhibit 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                            Section 302 Certification

I, Karl H. Winters,  Chief Financial Officer of Take-Two  Interactive  Software,
Inc, certify that:

      1. I  have  reviewed  this  Annual  Report  on  Form  10-K/A  of  Take-Two
Interactive Software, Inc. and

      2.  Based on my  knowledge,  this  report  does  not  contain  any  untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report.




February 27, 2006                                    /s/ Karl H. Winters
                                                     -------------------
                                                         Karl H. Winters
                                                         Chief Financial Officer