Registration No. 333-50033
                                                                  Rule 424(b)(3)


             SUPPLEMENT NO. 2 TO TAKE-TWO INTERACTIVE SOFTWARE, INC.
                  (THE "COMPANY") PROSPECTUS DATED MAY 26, 1998

     This Supplement  dated February 12, 1999 to the Company's  Prospectus dated
May 26, 1998 is being furnished to holders of warrants (the  "Warrants")  issued
in  connection  with the  Company's  initial  public  offering in April 1997. In
accordance with the terms of the Warrant Agreement (the "Agreement") dated as of
April 14, 1997 between  Take-Two  Software,  Inc., a Delaware  corporation  (the
"Company")  and  American  Stock  Transfer & Trust  Company,  as  Warrant  Agent
("Warrant  Agent"),  the Company has  elected to exercise  its option  under the
Agreement  to redeem on March 15,  1999 (the  "Redemption  Date")  all  Warrants
outstanding  on the  Redemption  Date at a price (the  "Redemption  Price")  per
Warrant of ten cents ($.10).

     The  Warrants,  each of which  entitles the holder to purchase one share of
Common  Stock of the Company at an  exercise  price of $5.50,  may be  exercised
until 5:00 p.m., New York City time, on the  Redemption  Date, at which time the
right to exercise the Warrants shall  terminate,  the Warrants shall become void
and  all  rights  available  to a  warrantholder  under  such  Warrants  and the
Agreement, other than the right to receive the Redemption Price for all Warrants
then  owned,  shall  cease.  Payment by the Company of the  Redemption  Price of
Warrants  not  exercised  prior  to  the  Redemption  Date  will  be  made  upon
presentation  and surrender to the Warrant Agent on or after the Redemption Date
of certificates  representing such warrants.  This may be done by either mailing
the Warrant certificates or by delivering the Warrant certificates in person to:

     American Stock Transfer & Trust Company
     40 Wall Street, 46th Floor
     New York, New York 10005

     Attention: Exchange Department

     A notice  of  redemption  is  being  mailed  to all  persons  appearing  as
registered  holders of Warrants on the transfer  records of the Warrant Agent as
of the close of business on February 12, 1999.

     As of February 12, 1999, there were 45,634 Warrants outstanding.