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                                                                                                            OMB APPROVAL
                                           SECURITIES AND EXCHANGE COMMISSION                       -----------------------------
                                                Washington, D.C. 20549                              OMB Number:        
                                                                                                    Estimated average burden
                                                      FORM 12b-25                                   hours per response ..... 2.50
                                             NOTIFICATION OF LATE FILING                               COMMISSION FILE NUMBER
(Check One):  |X| Form 10-KSB |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR                -----------------------------

     For Period Ended: October 31, 1997                                                            

     [ ] 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

                          Read the attached instruction sheet before Preparing Form. Please Print or Type.

         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:


                                                  PART I -- REGISTRANT INFORMATION

Full Name of Registrant  
                      Take-Two Interactive Software, Inc.
Former Name if Applicable
                                  575 Broadway
Address of Principal Executive Office (Street and Number)

                            New York, New York 10012
City, State and Zip Code  

                                                 PART II -- RULE 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 appropriate box.)

  |X|   | (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, Form 11-K, Form N-SAR,
        |     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 why the Form 10-K, 11-K, 20-F 10-Q,  N-SAR, or the transition report or portion thereof,  could not
be filed within the prescribed time period. (Attach Extra Sheets if Needed.)

The Company is in the process of compiling the necessary financial information.

                                                                                                                     SEC 1344 (6/94)




<C> <S>                                                                             
(1) Name and telephone number of person to contact in regard to this notification

               Ryan A. Brant                                   (212)                                    941-2988
    ____________________________________________  _______________________________  _________________________________________________
                  (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 the 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.

     The Company  expects to incur a net loss for the three months and year ended October 31, 1997. The Company has not yet compiled
     the necessary financial data for these periods.


                                                Take-Two Interactive Software, Inc.
                                            (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 29, 1998                                       By Ryan A. Brant

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).
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                                                        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

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 amended 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 Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of
    Regulation S-T.