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* ZELNICK STRAUSS (Last) (First) (Middle) C/O TAKE-TWO INTERACTIVE SOFTWARE, INC. 622 BROADWAY (Street) NEW YORK NY 10012 (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) X Director 10% Owner X Officer (give title below) Other (specify below) Executive Chairman
	3. Date of Earliest Transaction (Month/Day/Year) 04/17/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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
Common Stock	04/17/2008		A		1,500,000	A	$0	1,500,000(1)(2)	I	By ZelnickMedia Corporation

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

Explanation of Responses:

1. Represents the grant of 1,500,000 shares of restricted stock to ZelnickMedia Corporation, of which Strauss Zelnick is a partner. No shares of common stock are owned by Mr. Zelnick directly. Pursuant to the Second Amendment to the Management Agreement between the Issuer and ZelnickMedia Corporation (the "Second Amendment"), the obligation of the Issuer to grant such shares of restricted stock to ZelnickMedia Corporation became fixed at the 2008 annual meeting of stockholders of the Issuer on April 17, 2008, upon the approval by such stockholders of an amendment to the Issuer's Incentive Stock Plan to permit grants of equity awards to consultants and to increase the number of shares authorized for issuance under such plan. (Continued to footnote 2)

2. (Continued from footnote 1) Accordingly, the Issuer is required to grant such shares of restricted stock to ZelnickMedia Corporation on the earlier of (i) the fifth trading day following the filing of the Issuer's Quarterly Report on Form 10-Q for its second fiscal quarter (ending April 30, 2008), currently anticipated to be in June 2008 and (ii) June 30, 2008. For additional information regarding the shares of restricted stock and the Second Amendment, see the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2008.

	/s/ Adam Kansler, as Attorney-in-Fact for Strauss Zelnick	04/21/2008
	** 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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