UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


         Date of report (Date of earliest event reported) March 4, 2005



                       TAKE-TWO INTERACTIVE SOFTWARE, INC.
             (Exact Name of Registrant as Specified in its Charter)



          Delaware                   0-29230                  51-0350842
- --------------------------------   ----------------     -----------------------
(State or other jurisdiction       (Commission             (I.R.S. Employer
      of incorporation)            File Number)          Identification No.)



              622 Broadway, New York, New York                      10012
- -------------------------------------------------------------------------------
         (Address of principal executive offices)                (Zip code)


       Registrant's telephone number, including area code: (646) 536-2842

- --------------------------------------------------------------------------------


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[_]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[_]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))






Item 2.02 Results of Operations and Financial Condition.

     On March 3, 2005 Take-Two Interactive Software, Inc. (the "Company") issued
a news release reporting the earnings results of the Company for its fiscal
quarter ended January 31, 2005. A copy of the news release is attached to this
Current Report as Exhibit 99.1.

     The information in this Current Report on Form 8-K, including the exhibit
included herewith, is furnished pursuant to Item 2.02 and shall not be deemed to
be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section.


Item 9.01 Financial Statements and Exhibits


(c)      Exhibits

99.1  Press Release dated March 3, 2005 relating to Take-Two Interactive
      Software, Inc.'s financial results for the first fiscal quarter ended
      January 31, 2005.



                                   SIGNATURES


     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                    TAKE-TWO INTERACTIVE SOFTWARE, INC.

Date:  March 4, 2005                By: /s/ Karl H. Winters
                                    ----------------------------------
                                           Karl H. Winters
                                           Chief Financial Officer



                                INDEX TO EXHIBITS




Exhibit No. Description
- ----------  -----------
99.1       Press Release dated March 3, 2005 relating to Take-Two Interactive
           Software, Inc.'s financial results for the first fiscal quarter ended
           January 31, 2005.