SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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 NY 10036 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TAKE TWO INTERACTIVE SOFTWARE INC [ TTWO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See attached Exhibit 1.
	3. Date of Earliest Transaction (Month/Day/Year) 03/16/2007
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Put Option (obligation to buy)	$17.5	03/16/2007		E			578	(1)	03/16/2007	Common Stock	57,800	(2)	0	D(3)(4)
Put Option (obligation to buy)	$20	03/16/2007		E			200	(1)	03/16/2007	Common Stock	20,000	(2)	0	D(3)(4)

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 NY 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 NY 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 NY 10036 (City) (State) (Zip)

Explanation of Responses:

1. The derivative securities that reference this footnote were immediately exercisable "American-style" options.

2. No consideration was paid or received as a result of the expiration of the options reported in Table II.

3. D. E. Shaw Valence Portfolios, L.L.C. ("Valence") beneficially owned all of the options reported in Table 2, which options are held in the name of D. E. Shaw Valence L.L.C.

4. 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 securities of the Issuer held by Valence for purposes of Rule 16a-1(a)(2) of the Exchange Act. In accordance with instruction 4(b)(iv), the entire amount of securities that may be deemed to be beneficially owned by David E. Shaw or DESCO LP was previously reported on Form 3. Each of DESCO LP and David E. Shaw disclaims any beneficial ownership of any of the securities listed in this Form 4 or previously reported on Form 3, except to the extent of any pecuniary interest therein.

Remarks:

See attached Exhibit 1 for explanation of relationship 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	03/29/2007
	D. E. Shaw & Co., L.P. By: Eric Wepsic, Managing Director	03/29/2007
	David E. Shaw By: Eric Wepsic, Attorney-in-Fact for David E. Shaw	03/29/2007
	** 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 4 (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).
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Exhibit 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.