SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 11

to

Schedule TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)

OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

Take-Two Interactive Software, Inc.

(Name of Subject Company—(Issuer))

EA08 Acquisition Corp.

Electronic Arts Inc.

(Names of Filing Persons—(Offeror))

Common Stock, Par Value $.01 Per Share

(Title of Class of Securities)

874054109

(CUSIP Number of Class of Securities)

Stephen G. Bené

Senior Vice President, General Counsel and Secretary

Electronic Arts Inc.

209 Redwood Shores Parkway

Redwood City, California 94065

Telephone: (650) 628-1500

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

Richard Capelouto, Esq.

Simpson Thacher & Bartlett LLP

2550 Hanover Street

Palo Alto, California 94304

Telephone: (650) 251-5000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$2,152,261,826	$84,583.89

* Calculated solely for purposes of determining the filing fee. Calculated by multiplying $25.74, the per share tender offer price, by 84,240,550, which represents (i) 76,826,485 outstanding shares of common stock as of March 21, 2008 (according to the Subject Company’s Solicitation/Recommendation Statement on Schedule 14D-9 relating to the Offer), minus (ii) 10 shares of common stock beneficially owned by the filing persons as of the date hereof, plus (iii) 1,500,000 shares of restricted stock of the Subject Company issued to ZelnickMedia Corporation on February 14, 2008 pursuant to its management agreement with Subject Company and plus (iv) 5,914,075 shares of common stock subject to outstanding options as of October 31, 2007 (3,905,000 shares according to the Subject Company’s Annual Report on Form 10—K for the period ended October 31, 2007 plus 2,009,075 shares subject to options granted by the Subject Company to ZelnickMedia Corporation).

** Calculated as 0.00393% of the transaction value. The amount of filing fee was calculated in accordance with Section 14(g)(3) of and Rule 0-11(d) under the Securities Exchange Act of 1934, as amended.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$84,583.89	Filing Parties:	EA08 Acquisition Corp. Electronic Arts Inc.
Form or Registration No.:	SC TO	Date Filed:	March 13, 2008

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

This Amendment No. 11 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on March 13, 2008, as amended (the “Schedule TO”), by Electronic Arts Inc. (“Parent”) and EA08 Acquisition Corp., a wholly-owned subsidiary of Parent (“Purchaser”), relating to the offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $.01 per share, and the associated preferred stock purchase rights (together, the “Shares”), of Take-Two Interactive Software, Inc. (“Take-Two” or the “Company”) at a purchase price of $25.74 net per share in cash (subject to applicable withholding taxes), without interest, upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase dated April 18, 2008 (the “Amended and Restated Offer to Purchase”) and in the related Amended and Restated Letter of Transmittal, as each may be amended or supplemented from time to time.

Except as specifically set forth herein, this Amendment No. 11 does not modify any of the information previously reported on the Schedule TO. All capitalized terms used in this Amendment No. 11 and not otherwise defined have the respective meanings ascribed to them in the Amended and Restated Offer to Purchase.

As permitted by General Instruction F to the Schedule TO, the information set forth in the Schedule TO, as amended by this Amendment No. 11, including the Amended and Restated Offer to Purchase and the related Amended and Restated Letter of Transmittal and all other appendices, schedules, exhibits and annexes hereto and thereto, is hereby expressly incorporated by reference herein in response to Items 1 through 12 of the Schedule TO. You should read this Amendment No. 11 to the Schedule TO together with the Schedule TO.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and restated as follows:

(a)(1)(A)	Offer to Purchase dated March 13, 2008. *
(a)(1)(B)	Letter of Transmittal. *
(a)(1)(C)	Notice of Guaranteed Delivery. *
(a)(1)(D)	Letter from Purchaser to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *
(a)(1)(E)	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute W-9. *
(a)(1)(G)	Summary Advertisement as published on March 13, 2008. *
(a)(1)(H)	Amended and Restated Offer to Purchase dated April 18, 2008. *
(a)(1)(I)	Amended and Restated Letter of Transmittal. *
(a)(1)(J)	Amended and Restated Notice of Guaranteed Delivery. *
(a)(1)(K)	Amended and Restated Letter from Purchaser to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *
(a)(1)(L)	Amended and Restated Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *
(a)(5)(A)	Press Release issued by Electronic Arts Inc., dated March 13, 2008. *
(a)(5)(B)	Electronic Arts Press Release, dated February 24, 2008 posted at www.eatake2.com (incorporated by reference to Exhibit 99.1 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).

(a)(5)(C)	Open Letter to the Public, dated February 24, 2008 posted at www.eatake2.com (incorporated by reference to Exhibit 99.2 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).
(a)(5)(D)	Electronic Arts Frequently Asked Questions, dated as of February 24, 2008 posted at www.eatake2.com (incorporated by reference to Exhibit 99.3 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).
(a)(5)(E)	Transcript of February 25, 2008 Electronic Arts Conference Call posted at www.eatake2.com (incorporated by reference to Exhibit 99.1 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).
(a)(5)(F)	February 25, 2008 Conference Call Prepared Remarks posted at www.eatake2.com (incorporated by reference to Exhibit 99.2 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).
(a)(5)(G)	Transcript of Warren C. Jenson remarks at the March 3, 2008 Morgan Stanley Technology Conference (incorporated by reference to Exhibit 99.1 of Electronic Arts Inc.’s current report on Form 8-K filed on March 4, 2008).
(a)(5)(H)	Electronic Arts Inc. e-mail response to inquiries from the press regarding the response of Take-Two Interactive Software, Inc. to the tender offer set forth in Take-Two’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on March 26, 2008. *
(a)(5)(I)	Press Release issued by Electronic Arts Inc., dated March 28, 2008. *
(a)(5)(J)	Press Release issued by Electronic Arts Inc., dated April 17, 2008. *
(a)(5)(K)	Press Release issued by Electronic Arts Inc., dated April 18, 2008. *
(a)(5)(L)	Transcript of question and response related to the Offer addressed during Electronic Arts’ fourth quarter fiscal year 2008 earnings conference call held on May 13, 2008. *
(a)(5)(M)	Press Release issued by Electronic Arts Inc., dated May 19, 2008. *
(a)(5)(N)	Press Release issued by Electronic Arts Inc., dated June 17, 2008. *
(a)(5)(O)	Transcript of questions and responses related to the Offer addressed during the breakout session at William Blair & Company’s 28th Annual Growth Stock Conference on June 17, 2008.
(b)(1)	Commitment Letter for up to $1 billion loan facility, dated May 9, 2008, between Electronic Arts, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank and the other lenders named therein. *
(c)	Not applicable.
(d)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed

SIGNATURES

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

Dated: June 17, 2008.

ELECTRONIC ARTS INC.
By:	/s/    STEPHEN G. BENÉ
Name:	Stephen G. Bené
Title:	Senior Vice President, General Counsel, and Secretary

EA08 ACQUISITION CORP.
By:	/s/    STEPHEN G. BENÉ
Name:	Stephen G. Bené
Title:	Vice President and Secretary

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase dated March 13, 2008. *
(a)(1)(B)	Letter of Transmittal. *
(a)(1)(C)	Notice of Guaranteed Delivery. *
(a)(1)(D)	Letter from Purchaser to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *
(a)(1)(E)	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute W-9. *
(a)(1)(G)	Summary Advertisement as published on March 13, 2008. *
(a)(1)(H)	Amended and Restated Offer to Purchase dated April 18, 2008. *
(a)(1)(I)	Amended and Restated Letter of Transmittal. *
(a)(1)(J)	Amended and Restated Notice of Guaranteed Delivery. *
(a)(1)(K)	Amended and Restated Letter from Purchaser to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *
(a)(1)(L)	Amended and Restated Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *
(a)(5)(A)	Press Release issued by Electronic Arts Inc., dated March 13, 2008. *
(a)(5)(B)	Electronic Arts Press Release, dated February 24, 2008 posted at www.eatake2.com (incorporated by reference to Exhibit 99.1 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).
(a)(5)(C)	Open Letter to the Public, dated February 24, 2008 posted at www.eatake2.com (incorporated by reference to Exhibit 99.2 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).
(a)(5)(D)	Electronic Arts Frequently Asked Questions, dated as of February 24, 2008 posted at www.eatake2.com (incorporated by reference to Exhibit 99.3 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).
(a)(5)(E)	Transcript of February 25, 2008 Electronic Arts Conference Call posted at www.eatake2.com (incorporated by reference to Exhibit 99.1 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).
(a)(5)(F)	February 25, 2008 Conference Call Prepared Remarks posted at www.eatake2.com (incorporated by reference to Exhibit 99.2 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).
(a)(5)(G)	Transcript of Warren C. Jenson remarks at the March 3, 2008 Morgan Stanley Technology Conference (incorporated by reference to Exhibit 99.1 of Electronic Arts Inc.’s current report on Form 8-K filed on March 4, 2008).
(a)(5)(H)	Electronic Arts Inc. e-mail response to inquiries from the press regarding the response of Take-Two Interactive Software, Inc. to the tender offer set forth in Take-Two’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on March 26, 2008. *
(a)(5)(I)	Press Release issued by Electronic Arts Inc., dated March 28, 2008. *
(a)(5)(J)	Press Release issued by Electronic Arts Inc., dated April 17, 2008. *
(a)(5)(K)	Press Release issued by Electronic Arts Inc., dated April 18, 2008. *
(a)(5)(L)	Transcript of question and response related to the Offer addressed during Electronic Arts’ fourth quarter fiscal year 2008 earnings conference call held on May 13, 2008. *
(a)(5)(M)	Press Release issued by Electronic Arts Inc., dated May 19, 2008. *
(a)(5)(N)	Press Release issued by Electronic Arts Inc., dated June 17, 2008. *
(a)(5)(O)	Transcript of questions and responses related to the Offer addressed during the breakout session at William Blair & Company’s 28th Annual Growth Stock Conference on June 17, 2008.
(b)(1)	Commitment Letter for up to $1 billion loan facility, dated May 9, 2008, between Electronic Arts, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank and the other lenders named therein. *
(c)	Not applicable.
(d)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed

EX-99.(A)(5)(O)

Exhibit (a)(5)(O)

Responses by John S. Riccitiello, Chief Executive Officer of Electronic Arts Inc. (“EA”), to questions related to EA’s proposed acquisition of Take-Two Interactive Software, Inc. during the breakout session at William Blair & Company’s 28th Annual Growth Stock Conference on June 17, 2008.

Unidentified Audience Member

I wanted you to know that we announced the Take-Two acquisition sort of time horizon; and if they don’t get it done before the release, we will not be able to maximize the value if the release does not come out. So here’s why you keep extending the offer on the key facility, even though the next version will not be for many years from now.

John Riccitiello - EA

This is John. The question — they want me to sort of repeat the questions for the benefit of everybody. But the question was surrounding Take-Two. And the question was about what we said I think at the time of the announcement when we made the tender offer.

For clarity’s sake, I think you’ve got a slight mis-remembering of what we said. We were extremely explicit that there was no possibility whatsoever that we would be able to acquire the Company or close the transaction prior to the release of GTA IV. What we said is we wanted to close the transaction in time to affect holiday sales for some of the games like Midnight Club, catalog for GTA and others. And so the reason we’re continuing to extend it, that was our plan all along and that was the way we described it at the time. Does that answer your question? I mean I can go on a little further. I mean ultimately –

Unidentified Audience Member

(inaudible question - microphone inaccessible)

John Riccitiello - EA

We think the acquisition is an attractive one from an intellectual property studio and returns perspective. There is strong synergies with Electronic Arts; we believe we can sell more of their content than they can. So it is — from our perspective, it’s long-term accretive in a very positive way.

The point we were making about if you will the depreciating nature of the asset was not necessarily about GTA. It is that one more holiday period where we can sell more puts money onto the bottom line. And remember they have 70 odd million shares outstanding, I think they have 73, 74 million shares outstanding. So for every 74 million we can generate, that is $1.00 a share, right, and $1.00 a share makes a difference here, and we can make a difference this holiday, and we counted on that within our share price.

We think our price offer was full and fair. And one of the assets or one of the opportunities we count (inaudible) when we get our analysis of what to pay for the asset was what income we could generate on the asset in the near term.

Unidentified Audience Member

If I could just follow up on that, you already have an enormous slate of new products this year, and even asked about crowding effects and having too much in one year. Was that also a crowd for your slate of holiday products. Which if you think about bumping one of your 14, 15 titles in this calendar ‘09?

John Riccitiello - EA

The question is about crowding out. What I would really like to crowd out is a few titles from Sony, Microsoft, Nintendo, Activision, Midway and Namco. And frankly I think once they on the shelf, it does not really crowd out one company like internal to EA versus the competitors. So it is a matter of really how compelling it is to the consumer. I mean frankly if it is a Rock Star game, or it is an Irrational Game, which is BioShock, the consumer on the shelf will see it labeled BioShock from Irrational or GTA or Midnight Club from Rock Star. And it is all a matter of the strength of the title to get on the shelf. So we are all for crowding out. It is just not our own stuff we want to crowd out.

Unidentified Audience Member

(inaudible question - microphone inaccessible)

John Riccitiello - EA

It is difficult to actually give you a lot more given the regulatory process and disclosure requirements and limitations. I would tell you that I don’t actually read personally a lot into Take-Two’s approach. I think that they are clearly a seller and they are cooperating as appropriate for their circumstance.

It is not uncommon for these requests to be pretty all-encompassing. And it is not uncommon for companies to resist and or narrow the scope of inquiry, and to do so in a way that can sometimes be interpreted wrongly or misinterpreted by the press.

Frankly, the process appears to us to be going smoothly. And we have to work through it. It is not different than we anticipated. So without giving you anymore of an I can, I think you can bank on the fact that it is not different than we anticipated. So we’re still progressing.

I’m not able to give you a specific timetable, although, I have got a good sense of what is likely to be in my head. But there is limitations on what we can disclose until we realize certain milestones and satisfaction of the FTC.