Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
(Amendment No. 2)
|X| Annual Report Pursuant to Section 13 or 15(d) of the Securities
 
Exchange Act of 1934
For the fiscal year ended October 31, 2004

OR

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ___ to ___

0-29230
(Commission File No.)
TAKE-TWO INTERACTIVE SOFTWARE, INC.
(Exact name of Registrant as specified in its charter)

 Delaware
 51-0350842
 (State or Other Jurisdiction of Incorporation)
 (I.R.S. Employer Identification No.)
 
 

622 Broadway, New York, New York 10012
 (Address of principal executive offices including zip code)

Registrant's telephone number, including area code: (646) 536-2842

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements in Part III of this Form 10-K or any amendment to this Form 10-K. | X |

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes |X| No |_|

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant's most recently completed second fiscal quarter was approximately $1,283,000,000.

As of December 10, 2004, there were 46,091,024 shares of the Registrant's common stock outstanding.

Documents Incorporated by Reference: None
 

 
Explanatory Note

This Form 10-K/A (Amendment No. 2) is being filed solely to file updated officer certifications (items 1 and 2 thereof) under Section 302 of the Sarbanes-Oxley Act of 2002 which are being filed with this report as Exhibits 31.1. and 31.2. For purposes of the updated Exhibits 31.1 and 31.2 being filed herewith the references therein to “Reports” refers to the Annual Report on Form 10-K/A dated February 22, 2005 filed by Take-Two Interactive Software, Inc. with the SEC on February 25, 2005 and this Annual Report on Form 10-K/A.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused the amendment to this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on this 3rd day of March 2005.


    TAKE-TWO INTERACTIVE SOFTWARE, INC.    
       
   
By: /s/ Karl H. Winters                                            
 
    Karl H. Winters   
    Chief Financial Officer   

 
 


 
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EXHIBIT INDEX
 

 
EXHIBIT   
     
31.1    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
 
      
31.2
   Certification of Chief financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   
 
      
 
 
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