SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 18)

Ben Feder
Chief Executive Officer
Take-Two Interactive Software, Inc.
622 Broadway
New York, NY 10012
(646) 536-2842

(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person filing statement)

Copies to:

o  Check the box if the filing relates to preliminary communications made before the
commencement date of a tender offer.

                This Amendment No. 18 to Schedule 14D-9 amends and supplements the Schedule 14D-9, originally filed by Take-Two Interactive Software, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on March 26, 2008, as amended by Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 thereto (the “Schedule 14D-9”), relating to the tender offer commenced by EA08 Acquisition Corp. (“Purchaser”), a Delaware corporation and wholly owned subsidiary of Electronic Arts Inc., a Delaware corporation (“EA”), to acquire all of the issued and outstanding shares of Common Stock, par value $0.01 per share, of the Company (the “Shares”) at a purchase price of $26.00 net per Share in cash without interest, upon the terms and conditions set forth in the Offer to Purchase dated March 13, 2008 and in the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”) contained in the Schedule TO filed by Purchaser with the SEC on March 13, 2008.   On March 28, 2008, the Offer was extended to 11:59 p.m., New York City time, on Friday, April 18, 2008.  On April 18, 2008, Purchaser adjusted the purchase price to $25.74 per Share and the Offer was extended to 11:59 p.m., New York City time, on Friday, May 16, 2008.   On May 19, 2008, the Offer was extended to 11:59 p.m., New York City time on Monday, June 16, 2008.  On June 17, 2008, the Offer was extended to 11:59 p.m., New York City time on Friday, July 18, 2008.  On July 21, 2008, the Offer was extended to 11:59 p.m., New York City time on Monday, August 18, 2008.  On August 18, 2008, EA publicly announced that it would allow the Offer to expire on Monday, August 18, 2008 at 11:59 p.m., New York City time. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9.

ITEM 4.  THE SOLICITATION OR RECOMMENDATION

                Item 4(b) is hereby amended by adding thereto the following information.

                On August 15, 2008, John Riccitiello, Chief Executive Officer of EA, called Strauss Zelnick, Executive Chairman of the Board of Directors of the Company, to discuss EA’s Offer to acquire the Company. Following discussions over the weekend between EA and the Company, EA accepted the Company’s offer to provide a management presentation to EA containing non-public information, contingent on EA executing a confidentiality agreement. The letters between the parties are filed as exhibits hereto and are incorporated herein by reference.

                On August 18, 2008, EA announced that it had accepted the Company’s offer to provide a management presentation to EA containing non-public information, and also announced that it will allow its Offer to expire on Monday, August 18, 2008 at 11:59 p.m., New York City time. On August 18, 2008, the Company issued a press release in response to EA’s announcement.

                A copy of the press release is filed as an exhibit hereto and is incorporated herein by reference.

ITEM 9.  EXHIBITS

                Item 9 is hereby amended and supplemented by adding the following thereto:

2

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  August 18, 2008

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INDEX TO EXHIBITS

4

Exhibit (a)(21)

FOR IMMEDIATE RELEASE

CONTACT

Meg Maise (Corporate Press/Investor Relations)

Take-Two Interactive Software, Inc.

(646) 536-2932

meg.maise@take2games.com

Brunswick Group

Steve Lipin/Nina Devlin

(212) 333-3810

taketwo@brunswickgroup.com

TAKE-TWO INTERACTIVE SOFTWARE, INC. CONFIRMS THAT ELECTRONIC ARTS WILL JOIN TAKE-TWO’S FORMAL PROCESS REVIEWING STRATEGIC ALTERNATIVES AND THAT EA’S TENDER OFFER WILL EXPIRE

New York, NY— August 18, 2008 — Take-Two Interactive Software, Inc. (NASDAQ:TTWO) today confirmed that it expects to sign a confidentiality agreement with Electronic Arts allowing EA to enter into Take-Two’s formal process to evaluate strategic alternatives.  Take-Two also affirmed that it is continuing its discussions as part of this process to maximize value for stockholders.

Take-Two also noted that EA will allow its unsolicited conditional tender offer to acquire all of Take-Two’s outstanding shares to expire at 11:59 p.m., New York City time, today.

Strauss Zelnick, Chairman of Take-Two, commented, “We welcome EA into our formal process and look forward to demonstrating to their Board the significant strides made by Take-Two since they last undertook a detailed review of our business in early 2007.  Our Board remains unwavering in its belief that EA’s unsolicited conditional tender offer of $25.74 per share was inadequate and undervalued Take-Two’s world-class entertainment franchises and our strong operational and financial performance.”

Ben Feder, Chief Executive Officer, added, “We are continuing to consider all alternatives that will maximize value to our stockholders.  As part of that commitment, we are engaged in discussions with other parties as part of a formal process to generate greater value and will act quickly to assist EA in moving expeditiously through our process.  In the meantime, we remain focused on executing on our business goals and creating value for stockholders and consumers of our products.”

For more information, please visit www.taketwovalue.com.

About Take-Two Interactive Software

Headquartered in New York City, Take-Two Interactive Software, Inc. is a global developer, marketer, distributor and publisher of interactive entertainment software games for the PC, PLAYSTATION®3 and PlayStation®2 computer entertainment systems, PSP® (PlayStation®Portable) system, Xbox 360® and Xbox® video game and entertainment systems from Microsoft, Wii™, Nintendo GameCube™, Nintendo DS™ and Game Boy® Advance. The Company publishes and develops products through its wholly owned labels Rockstar Games, 2K Games, 2K Sports and 2K Play, and distributes software, hardware and accessories in North America through its Jack of All Games subsidiary. Take-Two’s common stock is publicly traded on NASDAQ under the symbol TTWO. For more corporate and product information please visit our website at www.take2games.com. All trademarks and copyrights contained herein are the property of their respective holders.

Important Legal Information

In connection with the tender offer commenced by Electronic Arts Inc., the Company has filed with the Securities Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9. The Company’s stockholders should read carefully the Solicitation/Recommendation Statement on Schedule 14D-9 (including any amendments or supplements thereto) prior to making any decisions with respect to Electronic Arts’ tender offer because it contains important information. Free copies of the Solicitation/Recommendation Statement on Schedule 14D-9 and the related amendments or supplements thereto that the Company has filed with the SEC are available at the SEC’s website at www.sec.gov. This communication does not constitute an offer to sell or invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to Electronic Arts’ tender offer or otherwise.

This press release may contain forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The statements contained herein which are not historical facts are considered forward-looking statements under federal securities laws. Such forward-looking statements are based on the beliefs of our management as well as assumptions made by and information currently available to them. The Company has no obligation to update such forward-looking statements. Actual results may vary significantly from these forward-looking statements based on a variety of factors. These risks and uncertainties include the matters relating to the Special Committee’s investigation of the Company’s stock option grants and the restatement of our consolidated financial statements. The investigation and conclusions of the Special Committee may result in claims and proceedings relating to such matters, including previously disclosed shareholder and derivative litigation and actions by the Securities and Exchange Commission and/or other governmental agencies and negative tax or other implications for the Company resulting from any accounting adjustments or other factors. Further risks and uncertainties associated with Electronic Arts’ tender offer to acquire the Company’s outstanding shares are as follows: the risk that key employees may pursue other employment opportunities due to concerns as to their employment security with the Company; the risk that the acquisition proposal will make it more difficult for the Company to execute its strategic plan and pursue other strategic opportunities; the risk that the future trading price of our common stock is likely to be volatile and could be subject to wide price fluctuations; and the risk that stockholder litigation in connection with Electronic Arts’ tender offer, or otherwise, may result in significant costs of defense, indemnification and liability. Other important factors are described in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2007, in the section entitled “Risk Factors,” as updated in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2008, in the section entitled “Risk Factors.” All forward-looking statements are qualified by these cautionary statements and are made only as of the date they are made.

# # #

Exhibit (e)(7)

August 17, 2008

Mr. John S. Riccitiello

Chief Executive Officer

Electronic Arts Inc.

209 Redwood Shores Parkway

Redwood City, CA  94065

Dear John:

Thank you for your recent expression of interest for Electronic Arts Inc. (“EA”) to participate in Take-Two Interactive Software, Inc.’s (the “Company”) formal process to evaluate the Company’s strategic alternatives.  As you know, we have been willing to have EA participate in this process following the successful launch of GTA IV, and we are happy to include EA now.

As I mentioned when we spoke on Friday, our process begins with an in-depth management presentation.  The Company has made significant strides since EA first expressed interest in the Company and this presentation includes material non-public information to which you would not otherwise have access, including information relating to our three year product release schedule and management’s financial projections.  The presentation also includes information about the underlying factors that have driven our strong operational and financial performance.  I believe our presentation will enable you to understand better the value of our Company to EA.

Prior to the management presentation, we will only require EA to enter into a confidentiality agreement.  The agreement would be limited to provisions required to comply with federal securities laws and to ensure the Company’s ability to protect the confidentiality of the information shared with you.  I can assure you that this requirement is the same as or more favorable to EA than that which we have employed with all other participants in the process.

We understand that a number of months have passed since you first expressed interest in the Company and, accordingly, we will act quickly to assist you in moving through our process.  Once we execute a confidentiality agreement, we are prepared to schedule the management presentation immediately.

With my best personal regards.

Take-Two Interactive Software, Inc.  622 Broadway, New York, NY  10012, USA

Exhibit (e)(8)

[LETTERHEAD OF ELECTRONIC ARTS INC.]

August 18, 2008

Mr. Strauss Zelnick

Executive Chairman of the Board of Directors

Take-Two Interactive Software, Inc.

622 Broadway

New York, NY 10012

Dear Strauss:

Thank you for taking my call on Friday and for your response letter on August 17, 2008.

As discussed on Friday, given the passage of time, we have to validate the assumptions used in the model to support our offer price of $25.74 per share in cash. In addition, we no longer believe we can integrate Take-Two ahead of the important holiday season. Accordingly, we require due diligence to support a transaction and are therefore letting the tender offer expire tonight. However, we are pleased to accept your offer to review your management presentation as outlined in your letter.

We continue to have great respect for Take-Two’s creative teams and products and are hopeful that we can work together to reach a mutually agreed transaction.

Sincerely,