GT INTERACTIVE SOFTWARE CORP
8-K, 1996-11-06
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                   ----------
                                    FORM 8-K


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15 (d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                DATE OF REPORT (Date of earliest event reported):
                                November 5, 1996
                                   ----------


                          GT INTERACTIVE SOFTWARE CORP.
             (Exact name of registrant as specified in its charter)


            Delaware                      0-27338               13-3689915
(State or other jurisdiction of  (Commission file number)    (I.R.S. employer
 incorporation or organization)                             identification no.)





     16 East 40th Street, New York, NY                     10016
  (Address of principal executive offices)              (Zip code)



       Registrant's telephone number, including area code: (212) 726-6500


<PAGE>

Item 5.  Other Events.

         PRESS  RELEASE WITH RESPECT TO THE  REGISTRANT'S  DETERMINATION  NOT TO
         PROCEED WITH ITS PUBLIC OFFERING, AS RELEASED ON NOVEMBER 5, 1996.

         The press release filed as an exhibit hereto is incorporated  herein by
         reference.


Item 7.  Financial Statements and Exhibits.

(c)      Exhibits

Exhibit No.       Description
99.1              Press Release issued by the Registrant dated November 5, 1996.

                                       2

<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                      GT INTERACTIVE SOFTWARE CORP.


                                      By:  /s/ ANDREW GREGOR
                                           -----------------
                                               Andrew Gregor
                                               Chief Financial Officer and
                                               Senior Vice President,
                                               Finance and Administration

                                               Date:  November 5, 1996


                                       3
<PAGE>

                                      INDEX


Exhibit No.      Description
99.1             Press Release issued by the Registrant dated November 5, 1996.

                                       4


                                                                    Exhibit 99.1


Contact:      Allyne Mills                                       Dawn Berrie
              212/726-4202                                       212/726-4235
              (media)                                            (investors)

                              FOR IMMEDIATE RELEASE

                          GT DETERMINES NOT TO PROCEED
                         WITH FOLLOW-ON PUBLIC OFFERING

NEW YORK, NY, November 5, 1996 -- GT Interactive  Software Corp. (NASDAQ:  GTIS)
today  announced that it has decided not to proceed with its proposed  follow-on
public offering in light of current market conditions.



                                       5



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