On March 24, 2008, the Board of Directors of Take-Two Interactive Software, Inc. (the “Company”) adopted a stockholders rights plan and declared a distribution of one right (a “Right”) for each share of common stock, par value $0.01 per share, of the Company (“Common Stock”).  One Right is attached to each outstanding share of Common Stock.  The terms of the Rights are set forth in a Stockholders Rights Agreement, dated as of March 24, 2008 between the Company and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agreement”).

At the time the Board of Directors adopted the stockholders rights plan, it committed to redeem the Rights 180 days after the date of adoption.  On September 19, 2008, consistent with such commitment, the Board of Directors approved the redemption of all the outstanding Rights pursuant to the Rights Agreement.  The redemption is effective immediately and holders of Rights have no further rights with respect to the Rights other than to receive a redemption payment of $0.0001 per Right.  The redemption payment will be paid to stockholders of record as of the close of business on September 29, 2008.  As a result of the redemption, the Rights Agreement has terminated.

The information set forth in Item 1.02 is incorporated herein by reference.