Washington, DC 20549

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 5)

                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

              Date of Event Which Requires Filing of this Statement
                                DECEMBER 31, 2008

                 Check the appropriate box to designate the rule
                    pursuant to which this Schedule is filed

                                [ ] Rule 13d-1(b)
                                [X] Rule 13d-1(c)
                                [ ] Rule 13d-1(d)

                                 (CUSIP NUMBER)

1) Name of Reporting Person: UniCredit S.p.A.

         IRS Identification                      000000000
         No. of Above

2)       Check the Appropriate Box               (a)
         of A Member of  Group
         (See Instructions)                      (b)

3)       SEC Use Only

4)       Citizenship of Place of
         Organization                            Italy

         Number of                               (5)Sole Voting
         Shares                                  Power               3,594,982
         Beneficially Owned                      [See Item 4 below.]
         by Each Reporting
         Person With                             (6)Shared Voting
                                                 Power                   0

                                                 (7)Sole Disposi-
                                                 tive Power          3,594,982
                                                 [See Item 4 below.]

                                                 (8)Shared Disposi-
                                                 tive Power              0

9)       Aggregate Amount Beneficially           3,594,982
         Owned by Each                           [See Item 4 below.]
         Reporting Person

10)      Check if the aggregate Amount in Row (9) Exclude Certain Shares (See

11)      Percent of Class Represented
         By Amount in Row 9.                     4.6%

12)      Type of Reporting
         Person (See Instructions)               HC

Item 1(a)         Name of Issuer.

                           TAKE-TWO INTERACTIVE SOFTWARE INC.

Item 1(b)         Address of Issuer's Principal Executive Offices:

                  MR. SAMUEL A. JUDD
                  622 BROADWAY
                  NEW YORK, NY 10012

Item 2(a)         Name of Person Filing:

                     UniCredit S.p.A.

Item 2(b)         Address of Principal Business Office:

                  Piazza Cordusio 2
                  20123 Milan, Italy

Item 2(c)         Citizenship:


Item 2(d)         Title of Class of Securities:

                  Common Stock

Item 2(e)         Cusip Number:


Item 3            The person filing this statement pursuant to Rule 13d-1(b)
                  or 13d-2(b) is:


Item 4.  Ownership.

(a) Amount Beneficially Owned: 3,594,982

(b) Percent of Class: 4.6%

(c) Number of shares as to which such person has

         (i) sole power to vote or to direct the vote 3,594,982**

         (ii) shared power to vote or to direct vote 0

         (iii) sole power to dispose or to direct disposition of 3,594,982**

         (iv) shared power to dispose or to direct disposition 0

**Shares reported on this Schedule 13G (the Shares) are owned by Funds
(unregistered entities) advised by Pioneer Investment Management Limited
(PIML), or Pioneer Investment Management SGR Milan - AR, (PIM SGR Milan - AR,
and together with PIML; the Investment Advisory Businesses).  The Shares
include (i) 2,870,435 shares (approximately 3.7% of the Issuer's outstanding
shares) owned by Funds advised by PIML, and 724,547 shares (less than 1% of the
Issuer's outstanding shares) owned by Funds advised by PIM SGR Milan - AR.

The Investment Advisory Businesses are indirect subsidiaries of the Reporting
Person. In their role as investment manager or adviser to the Funds, the
Investment Advisory Businesses possess investment and/or voting control over the
Shares. The Reporting Person disclaims beneficial ownership of the Shares.  The
filing of this Schedule 13G shall not be construed as an admission that the
Reporting Person or any of its subsidiaries is the beneficial owner of the
Shares for any other purposes than Section 13(d) of the Securities Exchange Act
of 1934.

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date Hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check here: X

Item 6. Ownership of More than Five Percent on Behalf of Another Person.


Item 7.  Identification and Classification of the Subsidiary Which Acquired
         the Security Being Reported On By the Parent Holding Company.


Item 8.  Identification and Classification of Members of the Group.


Item 9.  Notice of Dissolution of the Group.


Item 10. Certification.

         By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.

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

                  FEBRUARY 11, 2009

                  /s/Dario Frigerio
                  Name: Dario Frigerio
                  Title: Head of Asset Management Division

                  /s/Paolo Fiorentino
                  Name: Paolo Fiorentino
                  Title: Head of Global Banking Services Division