WASHINGTON, DC 20549

                                  FORM 12b-25

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                                                 COMMISSION FILE NUMBER
                                                         CUSIP NUMBER

                           NOTIFICATION OF LATE FILING

(Check One):   [X] Form 10-K    [_] Form 11-K    [_] Form 20-F    [ ] Form 10-Q
               [_] Form N-SAR

     For Period Ended: October 31, 2001

     [_]  Transition Report on Form 10-K

     [_]  Transition Report on Form 20-F

     [_]  Transition Report on Form 11-K

     [_]  Transition Report on Form 10-Q

     [_]  Transition Report on Form N-SAR

     For the Transition Period Ended:

  Read Instruction (on back page) Before Preparing Form. Please Print or Type.

    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.

      If the notification relates to a portion of the filing checked above,
            identify the item(s) to which the notification relates:



Take-Two Interactive Software, Inc.
Full Name of Registrant

Former Name If Applicable

575 Broadway
Address of Principal Executive Office (Street and Number)

New York, New York 10012
City, State and Zip Code

PART II -- RULE 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

     |    (a)  The reasons  described in  reasonable  detail in Part III of this
     |         form  could  not be  eliminated  without  unreasonable  effort or
     |         expense;
     |    (b)  The subject annual report,  semi-annual report, transition report
     |         on  Form 10-K,  Form 20-F,  Form 11-K or  Form N-SAR, or  portion
[X]  |         thereof, will be filed on or before the  fifteenth  calendar  day
     |         following the prescribed due  date;  or  the  subject   quarterly
     |         report or transition report on Form 10-Q, or portion thereof will
     |         be  filed on or  before  the  fifth  calendar  day  following the
     |         prescribed due date; and
     |    (c)  The  accountant's  statement  or other  exhibit  required by Rule
     |         12b-25(c) has been attached if applicable.


State below in reasonable  detail why the Form 10-K,  11-K, 20-F 10-Q,  N-SAR or
the transition  report portion  thereof could not be filed within the prescribed
time period. (Attach Extra Sheets if Needed.)

         The Form 10-K for the fiscal year ended October 31, 2001 could not be
filed within the prescribed time period due to unanticipated delays arising in
connection with its preparation.


(1)  Name and telephone number of person to contact in regard to this

                    Ken Selterman                     212          334-6633
                       (Name)                     (Area Code) (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such report(s) been filed? If the answer is
     no, identify report(s).
                                                                 [X] Yes  [_] No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
                                                                 [X] Yes  [_] No

         If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.


                      Take-Two Interactive Software , Inc.
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: January 29, 2002                 By /s/ Kelly Sumner
                                        Kelly Sumner
                                        Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.


   Intentional misstatements or omissions of fact constitute Federal Criminal
                        Violations (see 18 U.S.C. 1001).


                      ATTACHMENT TO PART IV OF FORM 12b-25
                     WITH RESPECT TO ITS FORM 10-K FOR THE
                       FISCAL YEAR ENDED OCTOBER 31, 2001

         As disclosed in its December 17, 2001 press release, the registrant
intends to restate its financial statements for the fiscal year ended October
31, 2000 ("Fiscal 2000") and the quarters ended January 31, April 30 and July
31, 2001.

         The restatement of the Fiscal 2000 financial statements is expected to
result in a decrease in net sales and net income from previously reported
amounts. As previously announced, the registrant also expects that its results
of operations for the fiscal year ended October 31, 2001 ("Fiscal 2001"), which
will be reflected in its consolidated statements of operations to be included on
Form 10-K, will reflect an increase in net sales when compared to Fiscal 2000
both as previously reported and as expected to be restated.

         In addition, as previously announced, the registrant also expects that
net income for Fiscal 2001 will decrease when compared to net income for Fiscal
2000, both as reported and as expected to be restated.

         The registrant is unable to provide an estimate of any component of its
statement of operations because its financial statements for Fiscal 2001 and
restated financial statements for Fiscal 2000 and the interim quarters in Fiscal
2001 have not yet been finalized.