Edgar Filing: TAKE TWO INTERACTIVE SOFTWARE INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â ICAHN CARL C

2. Date of Event Requiring Statement (Month/Day/Year)
12/17/2009

3. Issuer Name and Ticker or Trading Symbol
TAKE TWO INTERACTIVE SOFTWARE INC [TTWO]

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES CORP.,Â 767 FIFTH AVE., SUITE 4700

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10153

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share ("Shares")	8,375,000	I	please see footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Call options "right to purchase"	12/17/2009	12/16/2011	Common stock	783,479	$ 5.25	I	please see footnoes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾
Put options "obligation to purchase"	12/16/2011	12/16/2011	please see footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾	$ 5.25	I	please see footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ICAHN CARL C C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE., SUITE 4700 NEW YORK,Â NYÂ 10153	Â	Â X	Â	Â
BARBERRY CORP. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS,Â NYÂ 10601	Â	Â X	Â	Â
ICAHN PARTNERS LP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS,Â NYÂ 10601	Â	Â X	Â	Â
Hopper Investments LLC 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS,Â NYÂ 10601	Â	Â X	Â	Â
ICAHN PARTNERS MASTER FUND LP C/O WALKER HOUSE 87 MARY STREET GEORGE TOWN, GRAND CAYMAN,Â E9Â KY1-9001	Â	Â X	Â	Â
ICAHN PARTNERS MASTER FUND II L.P. C/O WALKER HOUSE 87 MARY STREET GRAND CAYMAN, CAYMAN ISLANDS,Â E9Â KY1-9001	Â	Â X	Â	Â
ICAHN PARTNERS MASTER FUND III L.P. C/O WALKER HOUSE 87 MARY STREET GRAND CAYMAN, CAYMAN ISLANDS,Â E9Â KY1-9001	Â	Â X	Â	Â
BECKTON CORP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS,Â NYÂ 10601	Â	Â X	Â	Â
HIGH RIVER LIMITED PARTNERSHIP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS,Â NYÂ 10601	Â	Â X	Â	Â
ICAHN ENTERPRISES G.P. INC. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS,Â NYÂ 10601	Â	Â X	Â	Â

Signatures

CARL C. ICAHN		12/24/2009
^**Signature of Reporting Person		Date
BARBERRY CORP.		12/24/2009
^**Signature of Reporting Person		Date
HOPPER INVESTMENTS LLC		12/24/2009
^**Signature of Reporting Person		Date
ICAHN PARTNERS LP		12/24/2009
^**Signature of Reporting Person		Date
ICAHN PARTNERS MASTER FUND LP		12/24/2009
^**Signature of Reporting Person		Date
ICAHN PARTNERS MASTER FUND II LP		12/24/2009
^**Signature of Reporting Person		Date
ICAHN PARTNERS MASTER FUND III LP		12/24/2009
^**Signature of Reporting Person		Date
BECKTON CORP.		12/24/2009
^**Signature of Reporting Person		Date
ICAHN ENTERPRISES G.P INC.		12/24/2009
^**Signature of Reporting Person		Date
HIGH RIVER LIMITED PARTNERSHIP		12/24/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	High River Limited Partnership ("High River") directly beneficially owns 1,674,999 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,411,244 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 2,867,208 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,030,604 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 390,945 Shares. The Shares, together with the Options, are defined as the "Securities."
(2)	Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.
(3)	Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Securities which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Securities except to the extent of their pecuniary interest therein.
(4)	Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Securities which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Securities except to the extent of their pecuniary interest therein.
(5)	Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Securities which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Securities except to the extent of their pecuniary interest therein.
(6)	Please reference the Form 3 filing dated December 24, 2009, filed separately by Mr. Icahn, Icahn Enterprises Holdings, IPH, Icahn Capital, Icahn Offshore, and Icahn Onshore.
(7)	High River Limited Partnership ("High River") directly beneficially owns 156,696 call options (the "Call Options"), Icahn Partners LP ("Icahn Partners") directly beneficially owns 225,571 Call Options, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 268,226 Call Options, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 96,413 Call Options, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 36,573 Call Options.
(8)	High River Limited Partnership ("High River") directly wrote 156,696 European-style put options (the "Put Options," and together with the Call Options, the "Options"), Icahn Partners LP ("Icahn Partners") directly wrote 225,571 Put Options, Icahn Partners Master Fund LP ("Icahn Master") directly wrote 268,226 Put Options, Icahn Partners Master Fund II LP ("Icahn Master II") directly wrote 96,413 Put Options, and Icahn Partners Master Fund III LP ("Icahn Master III") directly wrote 36,573 Put Options.
(9)	The Call Options reference an aggregate of 783,479 shares of common stock of Take-Two Interactive Software, Inc. and have an exercise price of $5.25, and expire on December 16, 2011.
(10)	The Put Options have an exercise price of $5.25, reference an aggregate of 783,479 underlying Shares and expire on December 16, 2011. The Put Options provide that they settle in cash.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.