OppenheimerFunds, Inc.
                           Two World Financial Center
                               225 Liberty Street
                               New York, NY 10281

March 29, 2007

VIA ELECTRONIC TRANSMISSION
- ---------------------------
AND FACSIMILIE
- --------------

Nicholas P. Panos, Esq.
Special Counsel, Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:  Take-Two Interactive Software, Inc. ("Take-Two")
     Schedule 13D filed March 7, 2007
     Schedule 13D/A filed March 16, 2007
     Filed by OppenheimerFunds, Inc. et al.
     File No. 005-52733
     ------------------

Dear Mr. Panos:

Reference is made to the comments of the staff of the Securities and Exchange
Commission (the "SEC"), with respect to the above-referenced Schedule 13D (the
"Initial Filing") and Schedule 13D/A ("Amendment No. 1" and together with the
Initial Filing, the "Schedule 13D"), filed by the reporting persons named
therein (the "Reporting Persons"), in your letter dated March 23, 2007 (the
"Comment Letter").

I am writing to respond to the Comment Letter. As a result of developments since
the filing of Amendment No. 1, on March 26, 2007, the Reporting Persons filed
with the SEC Amendment No. 2 to the Schedule 13D ("Amendment No. 2"). Where
relevant, this response indicates disclosure in Amendment No. 2 that bears on
the matters raised in the Comment Letter. A courtesy copy of Amendment No. 2
is enclosed for your reference.

The headings and numbered paragraphs below correspond to the headings and
numbered paragraphs in the Comment Letter. For your convenience, your comments
are set forth in italics in this letter, followed by our responses. Please note
that your comments numbered 2, 3 and 4 are collectively addressed below.

Schedule 13D

1.   We note the cover page indicates that Sunday, March 4, 2007 was the date of
     the event which created the obligation for this Schedule 13D to be filed.
     Advise us of why this date was selected as the date of event that required
     filing. The disclosure that later indicates, "A written agreement (the
     "Agreement") was entered into as of March 4, 2007 by



Nicholas P. Panos, Esq.
Securities and Exchange Commission
March 29, 2007
Page 2



     OppenheimerFunds, Inc." does not properly communicate that date on which
     the Group was formed. In drafting the response to this comment, please
     specifically address the purpose of the "as of" language.

     On the evening of Sunday, March 4, 2007, OppenheimerFunds, Inc. ("OFI"),
     D.E. Shaw Valence Portfolios, L.L.C., S.A.C. Capital Management, LLC and
     Tudor Investment Corporation (collectively, the "Group") and ZelnickMedia
     Corporation ("ZelnickMedia") reached an oral agreement on the terms that
     were later reflected in the written agreement described in the Initial
     Filing and attached thereto as Exhibit 99.2. Although oral agreement was
     reached on March 4, the written agreement was not finalized, executed or
     delivered on that date. Accordingly, the Group dated the agreement "as of"
     March 4, 2007 to reflect the date on which the agreement was reached.
     Notwithstanding the absence of a written agreement, however, the Group was
     formed when the oral agreement was reached, and the Group therefore
     indicated on the cover of the Initial Filing that the filing obligation was
     triggered on March 4, 2007.

     We believe that the disclosure in the Initial Filing is consistent with
     these facts. Item 4 states, as indicated in your comment, that "A written
     agreement (the "Agreement") was entered into as of March 4, 2007 ...." That
     sentence was not intended to indicate the date on which the Group was
     formed. Later in the same paragraph, Item 4 addresses the time when the
     Group was formed: "... and no group was formed under the Exchange Act,
     until March 4, 2007."

2.   We note that a total of 17,730,046 Take-Two shares were identified as being
     shares in which Oppenheimer shared voting power. Advise us of the name(s)
     of the party or parties with whom Oppenheimer shares voting power. To the
     extent that Oppenheimer believes it automatically shares voting power over
     these shares with the other members of Group by virtue of its membership in
     the Group alone, provide us with a brief legal analysis explaining how this
     conclusion was reached.

3.   Provide us with the same analysis that will be provided in response to
     prior comment number 2 except with respect to the shares over which
     Oppenheimer is viewed as having shared dispositive power.

4.   Please reconcile for us why the amount of shares over which Oppenheimer is
     viewed to have shared dispositive power is approximately 150,000 shares
     more than the number of shares for which it has shared voting power.

     Combined Responses to Comment Nos. 2, 3 and 4
     ---------------------------------------------

     As indicated in the Initial Filing, as of March 7, 2007, OFI shared
     dispositive power with respect to 17,881,006 shares of Take-Two common
     stock (the "Common Stock") and shared voting power with respect to
     17,730,046 of those shares of Common Stock. All 17,881,006 shares of Common
     Stock were purchased on behalf of advisory clients of OFI


                                     - 2 -





Nicholas P. Panos, Esq.
Securities and Exchange Commission
March 29, 2007
Page 3



     in accounts managed by OFI pursuant to the terms of investment management
     agreements entered into by OFI in the ordinary course of business. Those
     advisory clients include 14 investment companies, 21 institutional
     accounts, and approximately 1,000 separately managed accounts.

     As indicated in Item 5(b) of the Initial Filing, pursuant to its investment
     management agreements, OFI shares with its advisory clients dispositive
     power and, in certain (but not all) cases, voting power with respect to the
     Common Stock reported as beneficially owned by OFI. Pursuant to investment
     management agreements entered into with one investment company and four
     institutional accounts representing, as of March 7, 2007, an aggregate of
     150,960 shares of Common Stock, OFI has dispositive but not voting power
     with respect to the securities (including the Common Stock) in those
     accounts. As a result, the Initial Filing indicates a difference of 150,960
     between the number of shares of Common Stock over which OFI has shared
     dispositive power and shared voting power.

     OFI does not believe that it automatically shares voting or dispositive
     power over any shares of Common Stock held by other members of the Group,
     and OFI has not reported that it has voting or dispositive power with
     respect to any shares of Common Stock as to which any other member of the
     Group has reported that it has either such power.

5.   Rule 13d-5(b) of Regulation 13D indicates the persons who form a Group are
     deemed to beneficially own all equity securities of that issuer
     beneficially owned by other members of the Group. In addition, Section
     13(d)(3) of the Securities Exchange Act of 1934 as that provision indicates
     the Group is deemed a person for purposes of that subsection. In view of
     the foregoing sources of authority, explain to us how the aggregate amount
     of shares reported as being beneficially owned in item 11 of the cover page
     was calculated. In addition, explain to us why Oppenheimer apparently
     concluded the amount of shares it beneficially owned in the aggregate
     should not reflect the total amount of shares over which the Group is
     deemed to have beneficial ownership.

     The aggregate amount of shares of Common Stock reported as being
     beneficially owned by OFI in Item 11 of its cover page was calculated as
     the maximum number of shares as to which OFI has beneficial ownership
     through its investment management agreements. This number of shares
     excludes from OFI's beneficial ownership only those shares that are held by
     other members of the Group.

     Rule 13d-5(b)(1) provides that a group is deemed to have beneficial
     ownership of the equity securities of each member of the group, and Section
     13(d)(3) provides that a group is deemed to be a person for purposes of
     Section 13(d). These provisions were intended to ensure that members of a
     group cannot evade Section 13(d)'s filing requirements if they individually
     do not beneficially own more than 5% of a class of equity security
     registered under Section 12. (In this regard, we note that one member of
     the Group beneficially owns less than 5% of the outstanding Common Stock.
     Nonetheless, because


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Nicholas P. Panos, Esq.
Securities and Exchange Commission
March 29, 2007
Page 4



     of its participation in the Group, this Group Member became subject to
     Section 13(d) when the Group was formed.)

     Although it does not so explicitly provide, Rule 13d-5(b)(1) may also be
     viewed as deeming each member of a group to be the beneficial owner of all
     shares beneficially owned by each other member of the group. This
     interpretation is expressly acknowledged in the third paragraph of Item 4
     of the Initial Filing. However, we believed that the best disclosure would
     not be to automatically aggregate in Item 11 of the cover pages all shares
     beneficially owned by all Group members because each cover page is specific
     to a particular Group member and to do so could be confusing and would mask
     another important use of Item 11.(1)

     In responding to Item 11 in this manner, we took into account that the
     Initial Filing fully discloses the existence of the Group, and discloses in
     both textual and tabular form the beneficial ownership of each member of
     the Group. OFI believes that the disclosure is clear, and that a reader of
     the Initial Filing can readily gain from the disclosure an understanding of
     both the aggregate ownership of all Group members and the individual
     ownership of each separate member of the Group. In order to further clarify
     the beneficial ownership picture in the cover pages of the Schedule 13D, in
     Amendment No. 2 the Reporting Persons have indicated in footnotes to the
     number of shares reported in Item 11 the aggregate number of shares
     beneficially owned by the entire Group and the percentage of the
     outstanding shares that that ownership represents.

Schedule 13D/A

Item 4. Purpose of Transaction
- ------------------------------

6.   We note the Group is receiving assistance in how to act by written consent.
     Advise us, with a view toward revised disclosure, of the percentage of
     share voting power needed to approve action by written consent for the
     actions sought to be undertaken. To the extent that this share percentage
     exceeds the amount of shares over which the Group has reported beneficial
     ownership, advise us:

- --------------------
(1)  Item 11 appears to tie logically to Items 7 through 10 of the cover page,
     and could engender confusion if the number appearing there did not tie to
     the shares reported in those Items. In many instances, the number of shares
     reported in Item 11 will equal the largest number of shares reported in any
     of Items 7 through 10. However, where beneficial ownership is more
     complicated, the number of shares reported in Item 11 will be different
     from and greater than what is reported in any of Items 7 through 10. For
     example, if a person beneficially owns 1,000 shares, has voting and
     dispositive power over 500 of those shares, has only voting power over of
     those 300 shares and has only dispositive power over the remaining 200
     shares, the person would report in Items 7 through 10 voting power with
     respect to 800 shares and dispositive power with respect to 700 shares.
     Only in Item 11 would the full beneficial ownership of 1,000 shares be
     indicated. If this person were a member of a group, requiring the person to
     report in Item 11 the group's aggregate ownership would mask an important
     point about the person's beneficial ownership that would only be captured
     on the cover page in Item 11.


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Nicholas P. Panos, Esq.
Securities and Exchange Commission
March 29, 2007
Page 5



     o    Why those additional shares have not been reported as being
          beneficially owned;

     o    Whether the Group obtained consents from other security holders via a
          consent solicitation, and, if so, the exception in Rule 14a-2 upon
          which the Group relied to obtain those consents; and

     o    The legal basis upon which the other entities, funds, natural personal
          or security holders who provided those consents have not been
          identified as being members of the Group. For example, expressly
          address how Oppenheimer Quest Opportunity Value Fund has concluded
          that it does not have participation in the Group notwithstanding its
          delegation of voting and dispositive power in the shares it owns to a
          Group member.

     In accordance with Delaware law and Take-Two's certificate of incorporation
     and bylaws, shareholders can act by written consent to take the actions
     described in Amendment No. 1 if consents are signed by shareholders
     representing a majority of the outstanding Common Stock. To the extent that
     the Group is able to deliver written consents in respect of all shares of
     Common Stock disclosed in the Schedule 13D as beneficially owned by the
     members of the Group, such shares will not represent a majority of the
     outstanding Common Stock. Accordingly, additional shareholders will have to
     consent in writing to the taking of those actions in order for such actions
     to become effective. Amendment No. 2 further clarifies this point by
     indicating that "[t]he actions sought to be undertaken by the written
     consents require the approval of the holders of more than 50% of the
     outstanding Shares on the effective date of each written consent. The Group
     has not obtained the written consent of any stockholder."

     No person, other than the members of the Group, has, with any member of the
     Group, entered into any agreement, arrangement or understanding with
     respect to supporting the written consent procedure discussed in Amendment
     No. 1 or otherwise with respect to the acquiring, voting, holding or
     disposing of Common Stock or any other equity security of Take-Two and
     therefore no additional persons have been identified as members of the
     Group. To the extent that ZelnickMedia or any member of the Group has or
     will solicit parties outside the Group to deliver a written consent, Rule
     14a-2(b)(2) under the Exchange Act has been or will be relied upon to
     exempt the solicitation.

     With respect to Oppenheimer Quest Opportunity Value Fund (the "Fund"), we
     note that the Fund is separately overseen by an independent Board of
     Trustees and that while OFI has the power to vote shares of Common Stock
     owned directly by the Fund, it does not have the power to cause the Fund to
     agree to become a member of the Group. Although the Fund's Board has,
     pursuant to its investment management agreement with OFI, delegated
     dispositive and voting power to OFI over the Common Stock held directly by
     the Fund, the Fund's Board of Trustees has not independently decided to
     join the Group or otherwise agreed to act together with OFI (or with any
     other member of the Group)


                                     - 5 -





Nicholas P. Panos, Esq.
Securities and Exchange Commission
March 29, 2007
Page 6



     with respect to the acquiring, voting, holding or disposing of Common Stock
     or any other equity security of Take-Two. Consequently, we do not believe
     that the Fund is a member of the Group.

     We note also that the Fund does not hold its shares of Common Stock with
     the purpose of changing or influencing control or management of Take-Two.
     Out of an abundance of caution, however, because the Fund might be viewed
     as holding its shares with the effect of changing or influencing control or
     management of Take-Two, the Fund switched from filing a Schedule 13G to
     filing a Schedule 13D to report its holdings of Common Stock following
     formation of the Group.

Item 5
- ------

7.   The disclosure indicates each of the Reporting Persons expressly declares
     that the filing shall not be construed as an admission and that any person
     beneficially owns the securities of another member of the Group. The
     ability to disclaim beneficial ownership under Rule 13d-4 is not absolute.
     See In the Matter of the Coca-Cola Company, Order Instituting Proceedings
     and Imposing Remedial Sanction, Exchange Act Release No. 13655, 1977.
     Please revise this filing as appropriate.

     OFI will, and has been advised by the other Reporting Persons that they
     will, file an amendment to the Schedule 13D eliminating all disclaimers of
     beneficial ownership of Common Stock owned by other Group members. OFI and
     the Reporting Persons understand that the ability to disclaim beneficial
     ownership under Rule 13d-4 is not absolute, but believe that under the
     circumstances these disclaimers were proper.

8.   Item 5(c) requires disclosure of any transaction in the class of securities
     that was completed within sixty days of the date of the Schedule 13D
     filing. Transactions other than purchases and sales of the class of
     securities upon which beneficial ownership has been reported also need to
     be disclosed. For example, advise us whether or not Oppenheimer has entered
     into or terminated share lending agreements with third parties with respect
     to shares in the class of securities for which the beneficial ownership
     report has been filed. To the extent that any share lending agreements have
     been entered into or terminated during the referenced sixty day period, it
     appears that a disclosure obligation exists. Please provide us, with a view
     toward disclosure, with an itemization of any share lending activity that
     falls within our interpretation of the scope of this item.

     Item 5(c) of the Initial Filing did not reflect securities lending activity
     because we did not believe that such information is responsive to that
     Item. In this regard, we note that the Instruction to Item 5(c) requires
     that the description of any transaction disclosed "shall include ... (4)
     the price per share or unit...," which suggests that Item 5(c) does not
     contemplate disclosure of securities lending transactions since they are
     not executed at a particular price. On the other hand, we do believe that
     Item 6 may require disclosure of


                                     - 6 -





Nicholas P. Panos, Esq.
Securities and Exchange Commission
March 29, 2007
Page 7



     the lending of securities and therefore included information in the
     Schedule 13D on securities lending in response to Item 5(b), which is
     expressly incorporated into Item 6.

     OFI believes that it has adequately disclosed loans of securities as to
     which it has beneficial ownership. This disclosure reflects the aggregate
     number of shares of Common Stock on loan as of the record date for
     Take-Two's upcoming annual meeting of stockholders, which is a particularly
     relevant date for this disclosure. OFI would propose to update this
     aggregate information in future filings to a date reasonably close to the
     date of the filing so that the filing will reflect reasonably current
     information and OFI will be able to obtain the information from its various
     advisory clients where it does not in the ordinary course readily have
     access to such information.(2)

     Similarly, we would include information about any shares of Common Stock
     borrowed by OFI's advisory clients. As of March 28, 2007, OFI had not on
     behalf of any of its advisory clients borrowed any Common Stock, and we
     believe that none of OFI's advisory clients had independently borrowed any
     Common Stock as of that date.

                                    * * * * *

The acknowledgment requested by the Comment Letter from each filing person is
attached to this letter as Annex A.



- --------------------
(2)  OFI's advisory clients include investment companies and institutional
     accounts. In the case of certain investment companies and institutional
     accounts, OFI's advisory duties do not include securities lending, and
     information about the lending programs of these clients is not readily
     available to OFI.


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Nicholas P. Panos, Esq.
Securities and Exchange Commission
March 29, 2007
Page 8



                                    * * * * *

Thank you very much for your prompt review of this letter. Please call me at
(212) 323-5012 should you or any other member of the SEC staff have any
questions or additional comments.


Very truly yours,


/s/ GARRETT C. BROADRUP
- -----------------------
Garrett C. Broadrup
Associate Counsel

cc:  Robert Zack, Esq.
     Phillip Gillespie, Esq.
     D. E. Shaw Valence Portfolios, L.L.C.
     S.A.C. Capital Advisors, LLC
     Tudor Investment Corporation


                                     - 8 -





                                     ANNEX A

     Each filing person named below acknowledges that:

     o    it is responsible for the adequacy and accuracy of the disclosure in
          the filings;

     o    staff comments or changes to disclosure in response to staff comments
          do not foreclose the SEC from taking any action with respect to the
          filings; and

     o    it may not assert staff comments as a defense in any proceeding
          initiated by the SEC or any person under the federal securities laws
          of the United States.

OPPENHEIMERFUNDS, INC.

By:  /s/ CHRISTOPHER LEAVY
     -----------------------------------
Name:   Christopher Leavy
Title:  Senior Vice President


D.E. SHAW VALENCE PORTFOLIOS, L.L.C.

By: D.E. Shaw & Co., L.P., as managing member

By:  /s/ ERIC WEPSIC
     -----------------------------------
Name:   Eric Wepsic
Title:  Managing Director


D.E. SHAW & CO., L.P.

By:  /s/ ERIC WEPSIC
     -----------------------------------
Name:   Eric Wepsic
Title:  Managing Director


DAVID E. SHAW

By:  /s/ ERIC WEPSIC
     -----------------------------------
Name:   Eric Wepsic, Attorney-in-fact for David E. Shaw


S.A.C. CAPITAL ADVISORS, LLC

By:  /s/ PETER NUSSBAUM
     -----------------------------------
Name:   Peter Nussbaum
Title:  Authorized Signatory





Mr. Nicholas P. Panos
Securities and Exchange Commission
March 29, 2007
Annex A

S.A.C. CAPITAL MANAGEMENT, LLC

By:  /s/ PETER NUSSBAUM
     -----------------------------------
Name:   Peter Nussbaum
Title:  Authorized Signatory


SIGMA CAPITAL MANAGEMENT, LLC

By:  /s/ PETER NUSSBAUM
     -----------------------------------
Name:   Peter Nussbaum
Title:  Authorized Signatory


CR INTRINSIC INVESTORS, LLC

By:  /s/ PETER NUSSBAUM
     -----------------------------------
Name:   Peter Nussbaum
Title:  Authorized Signatory


STEVEN A. COHEN

By:  /s/ PETER NUSSBAUM
     -----------------------------------
Name:   Peter Nussbaum, Authorized Signatory


TUDOR INVESTMENT CORPORATION

By:  /s/ WILLIAM T. FLAHERTY
     -----------------------------------
Name:   William T. Flaherty
Title:  Managing Director


/s/ PAUL TUDOR JONES, II
- ----------------------------------------
PAUL TUDOR JONES, II


/s/ JAMES J. PALLOTTA
- ----------------------------------------
JAMES J. PALLOTTA






Mr. Nicholas P. Panos
Securities and Exchange Commission
March 29, 2007
Annex A


TUDOR PROPRIETARY TRADING, L.L.C.

By:  /s/ WILLIAM T. FLAHERTY
     -----------------------------------
Name:   William T. Flaherty
Title:  Managing Director


THE TUDOR BVI GLOBAL PORTFOLIO LTD.

By: Tudor Investment Corporation, its trading advisor

By:  /s/ WILLIAM T. FLAHERTY
     -----------------------------------
Name:   William T. Flaherty
Title:  Managing Director


THE RAPTOR GLOBAL PORTFOLIO LTD.

By: Tudor Investment Corporation, its investment adviser

By:  /s/ WILLIAM T. FLAHERTY
     -----------------------------------
Name:   William T. Flaherty
Title:  Managing Director


THE ALTAR ROCK FUND L.P.

By: Tudor Investment Corporation, its general partner

By:  /s/ WILLIAM T. FLAHERTY
     -----------------------------------
Name:   William T. Flaherty
Title:  Managing Director