Take-Two Interactive Software, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

D. E. Shaw Valence Portfolios, L.L.C.

(Last)

(First)

(Middle)

39TH FLOOR, TOWER 45

120 WEST FORTY-FIFTH STREET

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2007

3. Issuer Name and Ticker or Trading Symbol
TAKE TWO INTERACTIVE SOFTWARE INC [ TTWO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See attached Exhibit.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,515,766	D⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Call Option (right to buy)	⁽⁴⁾	01/16/2009	Common Stock	10,100	20	D⁽¹⁾⁽²⁾⁽³⁾
Call Option (right to buy)	⁽⁴⁾	01/18/2008	Common Stock	19,900	25	D⁽¹⁾⁽²⁾⁽³⁾
Call Option (right to buy)	⁽⁴⁾	01/18/2008	Common Stock	26,700	30	D⁽¹⁾⁽²⁾⁽³⁾
Call Option (right to buy)	⁽⁴⁾	01/18/2008	Common Stock	1,000	35	D⁽¹⁾⁽²⁾⁽³⁾
Put Option (obligation to buy)	⁽⁴⁾	01/18/2008	Common Stock	18,700	15	D⁽¹⁾⁽²⁾⁽³⁾
Put Option (obligation to buy)	⁽⁴⁾	01/16/2009	Common Stock	17,100	15	D⁽¹⁾⁽²⁾⁽³⁾
Put Option (obligation to buy)	⁽⁴⁾	03/16/2007	Common Stock	57,800	17.5	D⁽¹⁾⁽²⁾⁽³⁾
Put Option (obligation to buy)	⁽⁴⁾	06/15/2007	Common Stock	113,100	17.5	D⁽¹⁾⁽²⁾⁽³⁾
Put Option (obligation to buy)	⁽⁴⁾	06/15/2007	Common Stock	25,900	20	D⁽¹⁾⁽²⁾⁽³⁾
Put Option (obligation to buy)	⁽⁴⁾	06/15/2007	Common Stock	13,100	22.5	D⁽¹⁾⁽²⁾⁽³⁾
Put Option (obligation to buy)	⁽⁴⁾	03/16/2007	Common Stock	20,000	20	D⁽¹⁾⁽²⁾⁽³⁾
Call Option (obligation to sell)	⁽⁴⁾	06/15/2007	Common Stock	66,800	17.5	D⁽¹⁾⁽²⁾⁽³⁾
Call Option (obligation to sell)	⁽⁴⁾	01/16/2009	Common Stock	17,500	17.5	D⁽¹⁾⁽²⁾⁽³⁾
Call Option (obligation to sell)	⁽⁴⁾	01/18/2008	Common Stock	50,000	20	D⁽¹⁾⁽²⁾⁽³⁾
Call Option (obligation to sell)	⁽⁴⁾	01/16/2009	Common Stock	22,000	15	D⁽¹⁾⁽²⁾⁽³⁾
Put Option (right to sell)	⁽⁴⁾	01/16/2009	Common Stock	15,200	20	D⁽¹⁾⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

D. E. Shaw Valence Portfolios, L.L.C.

(Last)

(First)

(Middle)

39TH FLOOR, TOWER 45

120 WEST FORTY-FIFTH STREET

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

D. E. SHAW & CO, L.P.

(Last)

(First)

(Middle)

39TH FLOOR, TOWER 45

120 WEST FORTY-FIFTH STREET

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SHAW DAVID E

(Last)

(First)

(Middle)

39TH FLOOR, TOWER 45

120 WEST FORTY-FIFTH STREET

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Explanation of Responses:

1. D. E. Shaw Valence Portfolios, L.L.C. ("Valence") beneficially owns 51,600 shares of the Common Stock reported in Table 1 in the name of D. E. Shaw Valence L.L.C. ("Valence LLC"). Valence beneficially owns all of the options reported in Table 2 in the name of Valence LLC.

2. The securities of the Issuer to which this form relates are held directly by Valence, except as described in footnote 2. D. E. Shaw & Co., L.P. ("DESCO LP") (as managing member of and investment adviser to Valence) and Mr. David E. Shaw ("David E. Shaw") (as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP), may be deemed to be the beneficial owners of the Common Stock of the Issuer held by Valence for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934, as amended. (Continued in footnote 3)

3. In accordance with instruction 4(b)(iv), the entire number of shares of Common Stock that may be deemed to be beneficially owned by David E. Shaw or DESCO LP is reported herein. Each of DESCO LP and David E. Shaw disclaims any beneficial ownership of any of the securities listed in this Form 3, except to the extent of any pecuniary interest therein.

4. The derivative securities that reference this footnote are immediately exercisable "American-style" options.

Remarks:

See attachment for explanation of relationship of Reporting Persons to Issuer.

	D. E. Shaw Valence Portfolios, L.L.C. By: D. E. Shaw & Co., L.P., as managing member By: Eric Wepsic, Managing Director	03/12/2007
	D. E. Shaw & Co., L.P., as managing member By: Eric Wepsic, Managing Director	03/12/2007
	David E. Shaw By: Eric Wepsic, Attorney-in-Fact for David E. Shaw	03/12/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 to IssuerExhibit 1

Explanation of Relationship of Reporting Persons to Issuer

A written agreement (the "Agreement") was entered into as of March 4, 2007 by
OppenheimerFunds, Inc., D. E. Shaw Valence Portfolios, L.L.C. ("Valence"),
S.A.C. Capital Management, LLC and Tudor Investment Corporation (collectively,
the "Group"), and ZelnickMedia Corporation, thereby forming a group under the
Securities Exchange Act of 1934, as amended (the ?Exchange Act?).  Pursuant to
the rules of the SEC promulgated under the Exchange Act, the Group was deemed to
have acquired beneficial ownership, for purposes of Sections 13(d) and 13(g) of
the Exchange Act, of all equity securities of the Issuer beneficially owned by
each member of the Group.

None of the members of the Group purchased any additional securities in
connection with the Agreement.  As more fully reported on a Schedule 13D filed
by the Group, the Group collectively beneficially owns greater than 10% of the
Issuer's Common Stock.  The Reporting Persons disclaim beneficial ownership
(except as provided by the Agreement), of any of the Issuer's shares controlled
or beneficially owned by the other Group members.  The other Group members
disclaim any pecuniary interest in the shares of Common Stock beneficially
owned by the Reporting Persons, and the Reporting Persons disclaim any
pecuniary interest in the securities beneficially owned by the other Group
members.