UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A

[X]      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                                       or

[_]      TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES
         AND EXCHANGE ACT OF 1934

         For the transition period from __________ to __________

                         Commission File Number 0-24363

                          INTERPLAY ENTERTAINMENT CORP.
           (Exact name of the registrant as specified in its charter)

           DELAWARE                                              33-0102707
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                16815 VON KARMAN AVENUE, IRVINE, CALIFORNIA 92606
                    (Address of principal executive offices)

                                 (949) 553-6655
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12 (b) of the Act: None

          Securities registered pursuant to Section 12 (g) of the Act:

                         COMMON STOCK, $0.001 PAR VALUE

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

As of June 28, 2003,  the aggregate  market value of voting common stock held by
non-affiliates was approximately $3,499,417, based upon the closing price of the
common stock on that date.

As of April 28, 2004,  93,855,634  shares of common stock of the Registrant were
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
None.


<PAGE>


                                 AMENDMENT NO. 1
                   TO THE ANNUAL REPORT ON FORM 10-K FILED BY
                 INTERPLAY ENTERTAINMENT CORP. ON APRIL 27, 2004

     The following Items comprising Part III were omitted from the Annual Report
on Form 10-K filed by Interplay  Entertainment  Corp. (which we will refer to as
"we," "us," or "our" in this Amendment) on April 27, 2004 (the "Form 10-K"),  as
permitted by rules and regulations  promulgated by the U.S.  Securities Exchange
Commission  (the  "SEC").  Part III of that  Form  10-K is  hereby  amended  and
restated to insert those Items as set forth herein.  All capitalized  terms used
herein but not  defined  shall have the  meanings  ascribed  to them in the Form
10-K.

                                    PART III


ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

SUMMARY  INFORMATION  CONCERNING  DIRECTORS,   EXECUTIVE  OFFICERS  AND  CERTAIN
SIGNIFICANT EMPLOYEES

         The  following  table  sets forth  certain  information  regarding  our
directors and executive officers and their ages as of April 28, 2004:

DIRECTORS                         AGE       PRESENT POSITION
---------                         ---       ----------------

Herve Caen                         42       Chairman of the Board of Directors,
                                            Chief Executive Officer and Interim
                                            Chief Financial Officer
Eric Caen                          38       Director

Michel Vulpillat                   42       Director
Michel Welter (1)(2)(3)            45       Director
Gerald DeCiccio (1)(2)(3)          46       Director
Robert Stefanovich (1)(2)(3)       39       Director
Phillip G. Adam                    50       President

(1)  Member of the Audit Committee of the Board of Directors.
(2)  Member of the Compensation Committee of the Board of Directors.
(3)  Member of the Independent Committee of the Board of Directors.

Herve Caen and Eric Caen are brothers.  There are no other family  relationships
between any director and/or any executive officer. Mr. Nathan Peck resigned from
our Board of Directors  effective  as of April 28, 2004.  The Board of Directors
intends to fill such vacancy as soon as practicable.  The Board of Directors has
determined  that there are no other  significant  employees for purposes of this
Item 10.

BACKGROUND INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS

     HERVE CAEN joined us as President and as a director in November  1999.  Mr.
Caen was appointed interim Chief Executive Officer in January 2002 and currently
serves as our Chief  Executive  Officer and interim Chief  Financial  Officer to
date. Mr. Caen has served as Chairman of our Board of Directors  since September
2001.  Mr.  Caen has  served  as  Chairman  of the Board of  Directors  of Titus
Interactive S.A., an interactive  entertainment software company since 1991. Mr.
Caen was also  Chief  Executive  Officer  of Titus  Interactive  S.A.  from 1991
through  December 31, 2002.  Mr. Caen also serves as Managing  Director of Titus
Interactive Studio, Titus SARL and Digital Integration Services, which positions
he has held since  1985,  1991 and 1998,  respectively.  Mr. Caen also serves as
Chief  Executive  Officer  of  Titus  Software  Corporation,  Chairman  of Titus
Software UK Limited  and  Representative  Director  of Titus  Japan K.K.,  which
positions he has held since 1988, 1991 and 1998, respectively.


                                       2
<PAGE>


     ERIC CAEN has served as a director since November 1999. Mr. Caen has served
as a Director and as President of Titus Interactive S.A. since 1991. Mr. Caen is
also currently the Chief Executive  Officer of Titus  Interactive  S.A. Mr. Caen
also serves as Vice  President  of Titus  Software  Corporation,  Secretary  and
Director  of Titus  Software UK Limited  and  Director  of Titus Japan K.K.  and
Digital Integration Limited,  which positions he has held since 1988, 1991, 1998
and 1998,  respectively.  Mr. Caen has also served as Managing Director of Total
Fun 2, a French  record  production  company,  since  1998.  Mr.  Caen served as
Managing director of Titus SARL from 1988 to 1991.

     MICHEL H.  VULPILLAT  joined our Board of Directors in September  2001. Mr.
Vulpillat  is currently a managing  member of Edge LLC, a consulting  company in
the fields of international  business and business  engineering started in 1996.
Mr. Vulpillat also currently serves as a director for Titus Interactive S.A. and
Titus Japan K.K., a subsidiary of Titus  Interactive S.A. Mr. Vulpillat has also
served as Vice President of Special  Operations of Titus  Interactive S.A. since
1998. From 1988 to 1994, Mr. Vulpillat  co-founded and served as Chief Executive
Officer  of  Titus  Software  Corporation.  Mr.  Vulpillat  received  a Ph.D  in
thermodynamics and fluid mechanics from ENSAM, a French University, and received
various French Diplomas in business and mechanical engineering.

     MICHEL WELTER joined our Board of Directors in September  2001. Mr. Welter,
together  with his  company  Weltertainment,  is  involved  in the  trading  and
exploitation of animated TV series.  From 2000 to 2002 he served as President of
CineGroupe  International,  a Canadian  company,  which  develops,  produces and
distributes animated television series and movies. From 1990 to the end of 2000,
Mr.  Welter  served as  President  of Saban  Enterprises  where he launched  the
international merchandising for the hit series "Power Rangers" and was in charge
of  international   business   development   where  he  put  together   numerous
co-productions with companies in Europe and Asia.

     GERALD DECICCIO joined our Board of Directors in October 2003.  Since 1999,
Mr.  DeCiccio  has also  served as the Chief  Financial  Officer of GTC  Telecom
Corp., a telecommunications  products provider, based in Costa Mesa, California.
While at GTC Telecom  Corp.,  Mr.  DeCiccio  assisted  GTC  Telecom  through its
initial public offering and with the completion of other types of financings. In
2000,  Mr.  DeCiccio  also  became a member  of the  Board of  Directors  of GTC
Telecom. Prior to that, Mr. DeCiccio served as the Vice President of Finance and
Administration  for National  Telephone &  Communications,  Inc., a $150 million
inter-exchange  carrier and provider of  communications  products and  services.
Between 1995 and 1997,  Mr.  DeCiccio was the Corporate  Controller  for Newport
Corporation, a $140 million multi-national manufacturer and distributor of laser
and optics products.  Mr. DeCiccio is a Certified Public Accountant in the State
of California.

     ROBERT  STEFANOVICH  joined our Board of  Directors  in October  2003.  Mr.
Stefanovich has served as Executive Vice President and Chief  Financial  Officer
of Artemis International Solutions Corporation since September 2002. He has held
senior finance  positions in both publicly  traded and privately held technology
companies. Prior to joining Artemis, he held several senior positions, including
Chief  Financial  Officer for a publicly  traded  medical device  company,  Vice
President for Administration at Science Applications  International  Corporation
(SAIC), a Fortune 500 company and SEC Reporting Manager at Raychem  Corporation.
Between 1992 and 1997,  he served as an Audit Manager and member of the Software
Advisory Group at Price Waterhouse LLP (now PricewaterhouseCoopers) in San Jose,
California and Frankfurt,  Germany.  He holds an MBA in  Finance/Accounting  and
Engineering.

     PHILLIP  G. ADAM  joined us as Vice  President  of Sales and  Marketing  in
December  1990,  served as our Vice  President  of  Business  Development  since
October  1994,  and has served as our President  since  October  2002.  Prior to
joining us, from January 1984 to December  1990, Mr. Adam served as President of
Spectrum Holobyte, an interactive entertainment software publisher, where he was
a  co-founder.  From May 1990 to May 1996,  Mr. Adam served as the Chairman or a
member of the Board of  Directors of the Software  Publishers  Association  and,
during part of such period, as President of the Software Publishers Association.
From March 1997 to March 1998,  Mr.  Adam  served as the  Chairman of the Public
Policy Committee of the Interactive Digital Software Association.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
our  executive  officers,  directors,  and  persons  who own more  than 10% of a
registered  class of our equity  securities  to file  reports of  ownership  and
changes in ownership  with the SEC.  Executive  officers,  directors and greater
than 10% stockholders are required by SEC rules and


                                       3
<PAGE>


regulations  to furnish us with all Section 16(a) forms they file.  Based solely
on  our  review  of  the  copies  of  the  forms  received  by  us  and  written
representations  from certain reporting persons that they have complied with the
relevant filing  requirements,  we believe that,  during the year ended December
31,  2003,  all  our  executive   officers,   directors  and  greater  than  10%
stockholders complied with all Section 16(a) filing requirements.

AUDIT COMMITTEE INDEPENDENCE AND AUDIT COMMITTEE FINANCIAL EXPERT.

     The Audit Committee  currently  consists of Gerald DeCiccio,  Michel Welter
and Robert  Stefanovich.  The Board has determined  that Mr. Gerald DeCiccio and
Mr. Robert Stefanovich are each an "audit committee  financial expert",  as that
term is defined in Section 407 of the Sarbanes-Oxley Act of 2002 and pursuant to
the rules and  regulations  of the SEC. The Board has also  determined  that Mr.
DeCiccio and Mr.  Stefanovich are  "independent",  as that term is defined under
the rules of the National Association of Securities Dealers, Inc.

CODE OF ETHICS

     We have adopted a Code of Ethics for all of our  employees,  including  our
principal executive officer,  principal financial officer,  principal accounting
officer or controller and any person performing similar  functions.  The Code of
Ethics has been filed as an exhibit to this Amendment No. 1 of the Report.

ITEM 11.   EXECUTIVE COMPENSATION

     The following table sets forth certain information concerning  compensation
earned during the last three fiscal years ended  December 31, 2003, by our Chief
Executive  Officer and  President  whose total salary and bonus during such year
exceeded  $100,000  (collectively,  the "Named  Executive  Officers").  No other
executive officer serving at December 31, 2003,  received total salary and bonus
during 2003 in excess of $100,000.

<TABLE>
                           SUMMARY COMPENSATION TABLE
<CAPTION>
                                                              LONG-TERM
                                                             COMPENSATION
                                                 ANNUAL      ------------
                                              COMPENSATION    SECURITIES
                                             --------------   UNDERLYING    ALL OTHER
  NAME AND PRINCIPAL POSITION       YEAR     SALARY   BONUS   OPTIONS(#)   COMPENSATION
  ---------------------------       ----     ------   -----   ----------   ------------
<S>                                 <C>    <C>          <C>       <C>       <C>
Herve Caen (1)................      2003   $487,147     --        --           (2)
    Chairman of the Board of        2002    250,000     --        --            --
    Directors, Chief Executive      2001    250,000     --        --            --
    Officer and Interim Chief
    Financial Officer

Phillip Adam..................      2003   $200,000     --        --        $12,000(3)
    President                       2002    168,000     --        --          5,331(3)
                                    2001    168,000     --        --          5,137(3)

---------------
<FN>
(1)  Mr. Caen joined us in November  1999 at an annual base salary of  $250,000.
     Mr. Caen waived  payment of his salary from November  1999 through  October
     2000. In March 2003,  our  Compensation  Committee  approved an annual base
     salary  increase for Mr. Caen as Chief  Executive  Officer from $250,000 to
     $360,000,  retroactive  to December 1, 2002.  For fiscal 2003, Mr. Caen was
     compensated an additional  $100,000 for serving as interim Chief  Financial
     Officer.  Mr. Caen was paid his  retroactive  pay increase for the month of
     December 2002 in fiscal year 2003.
(2)  Mr.  Caen  received  2,000  shares  of  our  common  stock  pursuant  to  a
     non-discretionary grant made under the terms of our Employee Stock Purchase
     Program.
(3)  Mr. Adam's other compensation  consists of matching payments made under our
     401(k) plan.
</FN>
</TABLE>


                                       4
<PAGE>


                       STOCK OPTION GRANTS IN FISCAL 2003

     There were no stock  options or stock  appreciation  rights  granted to the
Named Executive Officers during the year ended December 31, 2003.

                         AGGREGATE OPTION/ SAR EXERCISES
                         AND 2003 YEAR-END OPTION VALUES

     There  were no  exercises  of stock  options or stock  appreciation  rights
during the year ended December 31, 2003 for any of the Named Executive Officers.

<TABLE>
<CAPTION>
                                                      NUMBER OF SECURITIES          VALUE OF
                                                          UNDERLYING          UNEXERCISED IN-THE-
                                                      UNEXERCISED OPTIONS       MONEY OPTIONS AT
                                                         AT YEAR-END               YEAR-END
                   SHARES ACQUIRED                      (EXERCISABLE/            (EXERCISABLE/
NAME                 ON EXERCISE      VALUE REALIZED    UNEXERCISABLE)        UNEXERCISABLE) (1)
----               ---------------    --------------    --------------        ------------------
<S>                      <C>                <C>           <C>                        <C>
Herve Caen               --                 --                --                      --
Phillip Adam             --                 --            10,000/0                   $0/$0

----------
<FN>
(1)  Represents an amount equal to the difference between the closing sale price
     for our common  stock  ($0.08) on the  Over-The-Counter  Bulletin  Board on
     December 31, 2003, and the option exercise price,  multiplied by the number
     of unexercised  in-the-money options. None of the options held by the Named
     Executive Officers were in-the-money at year-end.
</FN>
</TABLE>

DIRECTOR COMPENSATION

     Currently,  we pay  each  of our  non-employee  directors  compensation  as
follows:

     o    $5,000 in cash  compensation  per quarter for  attendance  at Board of
          Directors meetings.

     o    $5,000  in cash  compensation  per annum for each  Board  committee  a
          director is a member of and participates in.

     o    Upon election and  appointment to the Board,  or upon loss of employee
          status of an  employee  director,  an option to  purchase up to 25,000
          shares of our common stock under the Third  Amended and Restated  1997
          Stock  Incentive Plan.  These director  options are each for a term of
          ten years and vest over the first three years.

     o    An option to purchase 5,000 shares of our common stock under the Third
          Amended and Restated  1997 Stock  Incentive  Plan for each  subsequent
          year of director  service.  These director options are each for a term
          of ten years and vest over the first three years.

EMPLOYMENT AGREEMENTS

     Mr. Herve Caen currently serves as our Chief Executive  Officer and interim
Chief Financial Officer. We previously entered into an employment agreement with
Mr.  Herve Caen for a term of three years  through  November  2002,  pursuant to
which he currently  serves as our  Chairman of the Board of Directors  and Chief
Executive Officer.  The employment  agreement provided for an annual base salary
of  $250,000,  with  such  annual  raises  as may be  approved  by the  Board of
Directors,  plus annual bonuses at the discretion of the Board of Directors. Mr.
Caen is also entitled to  participate  in the incentive  compensation  and other
employee  benefit  plans  established  by us from time to time.  Mr. Caen waived
payment of his salary  through  October  2000. In March 2003,  our  Compensation
Committee  approved an annual base salary increase for Mr. Caen from $250,000 to
$360,000, with retroactive pay from December 1, 2002. The Compensation Committee
is currently negotiating a new employment agreement with Mr. Herve Caen.

     Mr.  Phillip Adam  currently  serves as our  President.  In March 2003, our
Compensation Committee approved a three-year employment agreement with Phil Adam
as President  for an annual base salary of $200,000  with  retroactive  pay from
January 1, 2003.  The  Compensation  Committee  is currently  negotiating  a new
employment agreement with Mr. Adam as President.


                                       5
<PAGE>


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The  Compensation  Committee  currently  consists of Michel Welter , Robert
Stefanovich  and Gerald  DeCiccio.  From  January  2003 to May 2003,  Ms.  Maren
Stenseth served on our Compensation  Committee.  Ms. Stenseth  resigned from our
Board of  Directors  in May 2003.  During 2003,  decisions  regarding  executive
compensation were made by our Compensation  Committee.  None of the current 2003
members of our Compensation  Committee nor any of our 2003 executive officers or
directors had a relationship that would constitute an interlocking  relationship
with executive officers and directors of another entity.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The following is the Report of the  Compensation  Committee  describing the
compensation  policies  applicable to the  Company's  executive  officers.  This
information  shall not be deemed to be  "soliciting  material"  or to be "filed"
with the SEC nor shall this  information be  incorporated  by reference into any
future filing under the  Securities  Act of 1933, as amended,  or the Securities
Exchange  Act of 1934,  as  amended,  except  to the  extent  that  the  Company
specifically incorporates it by reference into a filing.

Compensation Policies and Objectives

     The Compensation  Committee  reviews and approves the annual salary,  bonus
and other benefits,  including incentive  compensation  awards, of our executive
officers, including the Chief Executive Officer. The Compensation Committee also
reviews the employee benefit plans and recommends  changes to the existing plans
to the Board of  Directors.  The  executive  compensation  policy is designed to
attract and retain exceptional  executives by offering compensation for superior
performance  that is  competitive  with other  well-managed  organizations.  The
Compensation  Committee  measures  executive  performance  on an individual  and
corporate basis.

There are three components to the executive compensation program, as follows:

     Base Salary.  Base  salaries for  executives  and other key  employees  are
determined by individual  financial and  non-financial  performance  and general
economic conditions of the company and of the industry. In recommending salaries
for executive  officers,  the Compensation  Committee (i) reviews the historical
performance of the executives, and (ii) reviews specific information provided by
its  accountants  and other  consultants,  as  necessary,  with  respect  to the
competitiveness of salaries paid to the our executives.

     Annual Bonus.  Annual  bonuses for  executives  and other key employees are
tied  directly to the  company's  financial  performance  as well as  individual
performance.  The purpose of annual  cash  bonuses is to reward  executives  for
achievements of corporate,  financial and operational goals. Annual cash bonuses
are intended to reward the  achievement of outstanding  performance.  If certain
objective  and  subjective  performance  goals are not met,  annual  bonuses are
reduced or not paid.

     Long-Term  Incentives.   The  purpose  of  these  plans  is  to  create  an
opportunity  for executives and other key employees to share in the  enhancement
of stockholder  value through stock options.  The overall goal of this component
of pay is to create a strong link between the  management of the company and its
stockholders  through management stock ownership and the achievement of specific
corporate financial measures that result in the appreciation of our share price.
Stock options are awarded in order to tie the executive  officers'  interests to
the company's  performance and align those  interests  closely with those of our
stockholders.  The Compensation Committee generally has followed the practice of
granting  options on terms that provide that the options  become  exercisable in
installments over a two to five year period. The Compensation Committee believes
that this feature not only provides an employee  retention factor but also makes
longer-term growth in share prices important for those receiving options.

     No stock  options  were  granted to our  executive  officers  in 2003.  The
Compensation  Committee  continues to review the  desirability  of issuing stock
options to its executive officers in any given fiscal year to provide incentives
in connection with our corporate objectives.


                                       6
<PAGE>


Fiscal Year 2003 Chief Executive Officer Compensation

     The  salary,  annual  raises  and  annual  bonus of Herve  Caen,  our Chief
Executive  Officer  and interim  Chief  Financial  Officer,  are  determined  in
accordance with Mr. Caen's  employment  agreement with us. Mr. Caen's employment
agreement  provides for a base salary of $250,000 per year,  with annual  raises
and bonuses as may be approved at the discretion of our Board of Directors.  The
amounts of any annual raises or bonuses are  determined  in accordance  with the
policies and objectives set forth above.  For the fiscal year ended December 31,
2003, Mr. Caen received  $487,147 in compensation as Chief Executive Officer and
interim  Chief  Financial  Officer,  of which the  retroactive  pay  increase of
December 2002 was paid in March 2003. The  Compensation  Committee did not award
Mr. Caen any options  during  2003.  The  Compensation  Committee  is  currently
negotiating a new employment agreement with Mr. Herve Caen.

Tax Law Implications for Executive Compensation

     Section  162(m) of the Internal  Revenue Code limits us to a deduction  for
federal income tax purposes of no more than $1 million of  compensation  paid to
certain  Named  Executive  Officers  in a taxable  year.  Compensation  above $1
million  may be deducted if it is  "performance-based  compensation"  within the
meaning of the Code.  The  Compensation  Committee  believes that at present the
compensation  paid to each Named  Executive  Officer in a taxable  year will not
exceed the  deduction  limit of $1 million under Section  162(m).  However,  the
Compensation  Committee  has  determined  that stock  awards  granted  under the
long-term  incentive  plans with an  exercise  price at least  equal to the fair
market  value  of our  common  stock on the date of  grant  will be  treated  as
"performance-based compensation."

                                    The Compensation Committee*

                                    Michel Welter

                                    Gerald DeCiccio

                                    Robert Stefanovich

                    * From January to May 2003, the  Compensation  Committee was
                    comprised of Michel Welter and Maren Stenseth.  Ms. Stenseth
                    resigned as a director  in May 2003.  Mr.  DeCiccio  and Mr.
                    Stefanovich joined our Board of Directors and became members
                    of  the  Compensation  Committee  in  October  2003.  As Mr.
                    DeCiccio and Mr.  Stefanovich  were not members of the Board
                    of Directors  or  Compensation  Committee  during the entire
                    period  covered  by  this  report,   Mr.  DeCiccio  and  Mr.
                    Stefanovich  do not have any  independent  knowledge  of the
                    Compensation  Committee's  activities and have relied solely
                    upon  Management  and  the  Board's  representations  in the
                    preparation of this report.

PERFORMANCE GRAPH

         The  following  graph sets forth the  percentage  change in  cumulative
total stockholder return of our common stock during the period from December 31,
1998 to December 31, 2003,  compared with the  cumulative  returns of the NASDAQ
Stock  Market  (U.S.  Companies)  Index and the Media  General  Index 820*.  The
comparison  assumes  $100 was  invested on December 31, 1998 in our common stock
and in each of the foregoing indices.  Information  presented below is as of the
end of the fiscal year ended December 31st.


                                       7
<PAGE>

                          [PERFORMANCE GRAPH OMITTED]

<TABLE>
<CAPTION>
                                                                Cumulative Total Return
                                  --------------------------------------------------------------------------------------
                                  12/98    3/99    6/99    9/99   12/99    3/00    6/00    9/00   12/00    3/01    6/01
                                  -----    ----    ----    ----   -----    ----    ----    ----   -----    ----    ----
<S>                               <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
INTERPLAY ENTERTAINMENT CORP      100.00  133.34  145.62  119.30  164.94  196.50  147.37  214.07  143.89   87.75  123.51
NASDAQ STOCK MARKET (U.S.) ..     100.00  112.89  122.95  129.70  192.89  224.09  196.93  184.03  124.95   86.46   83.08
MEDIA GENERAL INDEX 820 .....     100.00  100.16   96.28  118.91  145.31  144.90  142.19  166.05  132.57  121.78  149.45


<CAPTION>
                                                                Cumulative Total Return
                                  -----------------------------------------------------------------------------
                                   9/01   12/01    3/02    6/02    9/02  12/02    3/03    6/03    9/03    12/03
                                   ----   -----    ----    ----    ----  -----    ----    ----    ----    -----
<S>                               <C>     <C>     <C>     <C>     <C>     <C>    <C>     <C>     <C>     <C>
INTERPLAY ENTERTAINMENT CORP       23.58   25.83   17.97   21.33    6.74   3.37    3.93    7.30    6.18    4.21
NASDAQ STOCK MARKET (U.S.) ..      76.01   67.09   67.69   70.91   66.48  61.75   55.56   67.52   75.14   85.04
MEDIA GENERAL INDEX 820 .....     106.20  139.40  141.42  131.32  117.41  92.88  102.79  135.44  159.81  165.20
</TABLE>

     This performance  graph and the data related thereto shall not be deemed to
be "soliciting  material" or "filed" with the SEC nor shall this  information be
incorporated  by reference  into any future filing under the  Securities  Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended,  except to
the extent that we specifically incorporate it by reference into a filing.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets  forth as of April 28,  2004,  unless  otherwise
indicated,  certain information relating to the ownership of our common stock by
(i) each person  known by us to be the  beneficial  owner of more than 5% of the
outstanding  shares of our common stock, (ii) each of our directors,  (iii) each
of the Named  Executive  Officers,  and (iv) all of our  executive  officers and
directors as a group.  Except as may be indicated in the  footnotes to the table
and subject to applicable community property laws, each such person has the sole
voting and  investment  power with respect


                                       8
<PAGE>


to the shares  owned.  The address of each person listed is in care of us, 16815
Von Karman Avenue,  Irvine,  California 92606,  unless otherwise set forth below
such person's name.

                                           NUMBER OF SHARES
                                            OF COMMON STOCK
NAME AND ADDRESS                          BENEFICIALLY OWNED (1)     PERCENT (2)
----------------                          ----------------------     -----------

DIRECTORS:
Herve Caen............................      67,107,599  (3) (4)         71.5%
Eric Caen.............................      58,444,626  (3) (5)         62.3%
Michel Welter.........................          58,333  (6)               *
Michel Vulpillat......................          64,833  (7)               *
Robert Stefanovich....................               0                    *
Gerald DeCiccio.......................               0                    *

NON-DIRECTOR NAMED EXECUTIVE OFFICERS:
Phillip Adam                                   208,779  (8)               *

5% HOLDERS:
Titus Interactive SA..................      58,426,293  (3)             62.3%
     Parc de l'Esplanade
     12, rue Enrico Fermi
     St-Thibault-des-Vignes
     77462 Lagny-sur-Marne Cedex
     France
Universal Studios, Inc................       4,658,216  (9)              5.0%
     100 Universal City Plaza
     Universal City, CA  91608

Directors and Executive Officers as a
     Group (7 persons).                     67,466,210  (3) (10)        71.9%
----------
     * Less than one percent.
(1)  Beneficial  ownership  is  determined  in  accordance  with  the  rules and
     regulations of the SEC and generally  includes  voting or investment  power
     with  respect  to  securities.  Shares of common  stock  subject to options
     currently exercisable,  or exercisable within 60 days of April 28, 2004 are
     deemed  outstanding for computing the percentage of the person holding such
     options but are not deemed  outstanding for computing the percentage of any
     other  person.  Except as  indicated  by footnote  and subject to community
     property  laws where  applicable,  the persons named in the table have sole
     voting  and  investment  power with  respect to all shares of common  stock
     shown  as  beneficially  owned  by  them.  The  information  as  to  shares
     beneficially  owned  has  been  individually  furnished  by the  respective
     directors, Named Executive Officers, and other stockholders,  or taken from
     documents filed with the SEC.
(2)  Based on  93,855,634  shares of common  stock  outstanding  as of April 28,
     2004. Percentages are rounded to the nearest tenth of a percent.
(3)  Includes 460,298 shares subject to warrants  exercisable  within 60 days of
     April 28, 2004. Messrs. Herve Caen and Eric Caen are directors of Titus and
     Mr. Eric Caen is also the Chief Executive Officer of Titus.  Messrs.  Herve
     Caen and Eric  Caen  each own less  than 5% of the  outstanding  shares  of
     Titus. In such capacities,  Messrs.  Herve Caen and Eric Caen may be deemed
     to beneficially own the 58,426,293 shares of common stock beneficially held
     by Titus,  but each  disclaims  such  beneficial  ownership,  except to the
     extent of their economic interest in Titus.
(4)  Includes  8,679,306  shares of our common stock held  directly by Mr. Herve
     Caen and 2,000 shares of our common stock issued to Mr. Caen  pursuant to a
     non-discretionary grant made under the terms of our Employee Stock Purchase
     Program.
(5)  Includes 18,333 shares subject to stock options  exercisable within 60 days
     of April 28, 2004.
(6)  Includes 18,333 shares subject to stock options  exercisable within 60 days
     of April 28, 2004.
(7)  Includes 18,333 shares subject to stock options  exercisable within 60 days
     of April 28, 2004. Mr.  Vulpillat is currently a director of Titus and owns
     less than 0.5% of the  outstanding  capital stock of Titus.  Mr.  Vulpillat
     disclaims  beneficial  ownership of our shares held by Titus, except to the
     extent of his economic interest in Titus.


                                       9
<PAGE>


(8)  Includes 10,000 shares subject to stock options  exercisable within 60 days
     of April 28, 2004.
(9)  Universal Studios, Inc. holds slightly less than 5% of our total issued and
     outstanding common stock at April 28, 2004.
(10) Includes  63,332 shares subject to options,  exercisable  within 60 days of
     April 28, 2004.


EQUITY COMPENSATION PLANS INFORMATION

     The  following  table sets forth certain  information  regarding our equity
compensation plans as of December 31, 2003:


<TABLE>
<CAPTION>
                                                                                NUMBER OF SECURITIES
                                                                              REMAINING AVAILABLE FOR
                            NUMBER OF SECURITIES TO     WEIGHTED-AVERAGE    FUTURE ISSUANCE UNDER EQUITY
                            BE ISSUED UPON EXERCISE    EXERCISE PRICE OF         COMPENSATION PLANS
                            OF OUTSTANDING OPTIONS,   OUTSTANDING OPTIONS,     (EXCLUDING SECURITIES
      PLAN CATEGORY           WARRANTS AND RIGHTS     WARRANTS AND RIGHTS      REFLECTED IN COLUMN (A))
--------------------------------------------------------------------------------------------------------
<S>                                  <C>                     <C>                      <C>
                                      (a)                     (b)                        (c)
Equity compensation plans
   approved by security
         holders .........           425,985                 1.95                     7,614,447

Equity compensation plans
 not approved by security
         holders .........             --                     --                           --
                            ----------------------------------------------------------------------------
Total ....................           425,985                 1.95                     7,614,447
                            ============================================================================
</TABLE>


     We have one stock option plan currently  outstanding.  Under the 1997 Stock
Incentive  Plan,  as amended  (the  "1997  Plan"),  we may grant  options to our
employees,  consultants  and directors,  which generally vest from three to five
years.  At our 2002 annual  stockholders'  meeting,  our  stockholders  voted to
approve an  amendment  to the 1997 Plan to  increase  the  number of  authorized
shares of common  stock  available  for  issuance  under the 1997 Plan from four
million to 10 million. Our Incentive Stock Option, Nonqualified Stock Option and
Restricted  Stock  Purchase  Plan- 1991, as amended (the "1991  Plan"),  and our
Incentive Stock Option and Nonqualified Stock Option Plan-1994,  as amended (the
"1994 Plan"),  have terminated.  An aggregate of 9,050 stock options that remain
outstanding  under the 1991 Plan and 1994 Plan have been transferred to our 1997
Plan.

     We have treated the difference,  if any, between the exercise price and the
estimated  fair market value as  compensation  expense for  financial  reporting
purposes,  pursuant  to APB 25.  Compensation  expense  for the  vested  portion
aggregated  $0, $0 and $44,000 for the years ended  December 31, 2003,  2002 and
2001, respectively.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     It is our policy that  related  party  transactions  will be  reviewed  and
approved  by a  majority  of our  disinterested  directors  or  our  Independent
Committee.

     Our  operations   involve   significant   transactions  with  our  majority
stockholder Titus Interactive S.A. ("Titus") and its affiliates. We have a major
distribution  agreement  with  Avalon  Interactive  Group  Ltd.  ("Avalon"),  an
affiliate of Titus.  In addition,  we have a major  distribution  agreement with
Vivendi whose affiliate Universal Studios,  Inc. owns less than 5% of our common
stock at December  31,  2003.  As a result,  Vivendi,  an affiliate of Universal
Studios,  will no longer be  considered  a 5% or more  beneficial  holder of our
common stock and all future filings will no longer disclose Vivendi as such. The
disclosure in this section  "Activities  with Related Parties" is being provided
on the basis that for part of fiscal 2003 Vivendi's affiliate Universal Studios,
Inc. was a 5% or more stockholder.


                                       10
<PAGE>


TRANSACTIONS WITH TITUS

     Titus presently owns approximately 58 million shares of common stock, which
represents  approximately  62% of our outstanding  common stock, our only voting
security.

     We perform certain  distribution  services on behalf of Titus for a fee. In
connection with such distribution  services, we recognized fee income of $5,000,
$22,000,  $21,000  for the  years  ended  December  31,  2003,  2002,  and 2001,
respectively.  As of  December  31,  2003 and  2002,  Titus  and its  affiliates
excluding Avalon owed us $362,000 and $200,000,  respectively. We owed Titus and
its affiliates  excluding  Avalon  $321,000 as of December 31, 2002 and $0 as of
December 31, 2003. Amounts we owed to Titus and its affiliates  excluding Avalon
at December 31, 2002, and 2003 consisted primarily of trade payables.

     In April 2002, we entered into an agreement with Titus,  pursuant to which,
among other things, we sold to Titus all right,  title and interest in the games
EARTHWORM JIM, MESSIAH,  WILD 9, R/C STUNT COPTER,  SACRIFICE,  MDK, MDK II, and
KINGPIN, and Titus licensed from us the right to develop,  publish,  manufacture
and  distribute  the games HUNTER I, HUNTER II, ICEWIND DALE I, ICEWIND DALE II,
and  BALDUR'S  GATE DARK  ALLIANCE II solely on Nintendo  Advance  GameBoy  game
system for the life of the  games.  As  consideration  for these  rights,  Titus
issued to us a promissory  note in the principal  amount of $3.5 million,  which
note bears interest at 6% per annum.  The promissory  note was due on August 31,
2002, and was to be paid, at Titus' option,  in cash or in shares of Titus stock
with a per share value equal to 90% of the average trading price of Titus' stock
over the five days immediately  preceding the payment date. Pursuant to an April
26, 2002 agreement  with Titus,  on or before July 25, 2002, we had the right to
solicit  offers from and negotiate with third parties to sell certain rights and
licenses.  Our efforts to enter into a binding agreement with a third party were
unsuccessful. Moreover, we provided Titus with a guarantee under this agreement,
which  provides  that in the event Titus did not achieve gross sales of at least
$3.5 million by June 25, 2003,  and the  shortfall  was not the result of Titus'
failure to use best commercial  efforts,  we were to pay to Titus the difference
between $3.5 million and the actual gross sales achieved by Titus, not to exceed
$2 million.  We entered into a rescission  agreement in April 2003 with Titus to
repurchase  these  assets for a purchase  price  payable by  canceling  the $3.5
million promissory note, and any unpaid accrued interest thereon.  Concurrently,
we  terminated  any  executory   obligations   remaining,   including,   without
limitation, our obligation to pay Titus up to the $2 million guarantee.

     Titus  retained  Europlay 1, LLC as outside  consultants to assist with our
restructuring.  This arrangement with Europlay is with Titus, however, we agreed
to reimburse Titus for consulting expenses incurred on our behalf. In connection
with the sale of Shiny  Entertainment  Inc., we agreed to pay Europlay  directly
for their services with the proceeds  received from the sale,  which payment was
made to  Europlay  in 2002.  In  addition,  we entered  into a  commission-based
agreement with Europlay to assist us with strategic  transactions,  such as debt
or equity financing,  the sale of assets or an acquisition of the company. Under
this arrangement, Europlay assisted us with the sale of Shiny. In April 2003, we
paid Europlay,  $448,000 in connection with prior services  provided by Europlay
to us.

TRANSACTIONS WITH TITUS AFFILIATES

Transactions with Avalon, a wholly owned subsidiary of Titus

     We have an International Distribution Agreement with Avalon, a wholly owned
subsidiary of Titus.  Pursuant to this distribution  agreement,  Avalon provides
for the exclusive  distribution of substantially  all of our products in Europe,
Commonwealth of Independent States,  Africa and the Middle East for a seven-year
period ending February 2006,  cancelable  under certain  conditions,  subject to
termination penalties and costs. Under this agreement, as amended, we pay Avalon
a  distribution  fee based on net sales,  and  Avalon  provides  certain  market
preparation,  warehousing,  sales and  fulfillment  services on our  behalf.  In
September 2003, we amended this International  Distribution Agreement to provide
Avalon with exclusive  Australian rights to a product for $200,000.  In November
2003, this amendment was rescinded and we paid Avalon a consideration of $50,000
for the  rescission  in addition to the  refunding of the  original  $200,000 to
Avalon for the same  rights,  which  rights  were  reinstated  under the Vivendi
settlement.

     In connection with this International  Distribution  Agreement, we incurred
distribution  commission expense of $0.9 million, $0.9 million, and $2.3 million
for the  years  ended  December  31,  2003,  2002,  and 2001,  respectively.  In
addition,  we recognized overhead fees of $0, $0.5 million, and $1.0 million and
certain  minimum  operating  charges to


                                       11
<PAGE>


Avalon of $0, $0, and $333,000 for the years ended December 31, 2003,  2002, and
2001,  respectively.  Also in connection  with this  International  Distribution
Agreement,  we subleased  office space from Avalon.  Rent expense paid to Avalon
was $27,000, $104,000, and $104,000 for the years ended December 31, 2003, 2002,
and 2001,  respectively.  As of April 2003,  we no longer  sublease  office from
Avalon.

     In  January  2003,  we entered  into a waiver  with  Avalon  related to the
distribution  of a video game title in which we sold the  European  distribution
rights to Vivendi. In consideration for Avalon relinquishing its rights, we paid
Avalon a $650,000 cash  consideration and will pay Avalon 50% of all proceeds in
excess of the advance  received from Vivendi.  As of December 31, 2003,  Vivendi
has not reported sales exceeding the minimum guarantee.

     In May 2003,  Avalon filed for a Company  Voluntary  Arrangement  or CVA, a
process of  reorganization  in the United Kingdom,  in which we participated in,
and were approved as a creditor of Avalon. As part of the Avalon CVA process, we
submitted our creditor's  claim. We have received the payments of  approximately
$347,000  due to us as a creditor  under the terms of the  Avalon  CVA plan.  We
continue to evaluate and adjust as appropriate  our claims against Avalon in the
CVA  process.  However,  the  effects of the  approval  of the Avalon CVA on our
ability to collect amounts due from Avalon are uncertain. As a result, we cannot
guarantee  our ability to collect fully the debts we believe are due and owed to
us from Avalon.  If Avalon is not able to continue to operate under the new CVA,
we expect Avalon to cease operations and liquidate,  in which event we will most
likely not receive in full the amounts  presently due us by Avalon.  We may also
have to appoint another  distributor or become our own distributor in Europe and
the other territories in which Avalon presently distributes our products.

     In June 1997, we entered into a Development  and Publishing  Agreement with
Confounding  Factor,  a game  developer,  in which we agreed to  commission  the
development of the game GALLEON in exchange for an exclusive  worldwide  license
to fully  exploit the game and all  derivatives  including  all  publishing  and
distribution rights.  Subsequently,  in March 2002, we entered into a Term Sheet
with Avalon,  pursuant to which  Avalon  assumed all  responsibility  for future
milestone payments to Confounding Factor to complete  development of GALLEON and
Avalon acquired exclusive rights to ship the game in certain territories. Avalon
paid an initial  $511,000 to  Confounding  Factor,  but then  ceased  making the
required payments.  While reserving our rights vis-a-vis Avalon, we then resumed
making payments to Confounding Factor to protect our interests in GALLEON. As of
March 2003, we met all of the remaining  financial  obligations  to  Confounding
Factor,  however we continued to provide production  assistance to the developer
in order to finalize  the Xbox  version of the game through  December  2003.  In
December  2003, we sold all rights to GALLEON to SCi Games Ltd., an affiliate of
SCi Entertainment  Group of London.  We paid Avalon $0.1 million  representing a
portion of the proceeds  relative to their  contribution of development  cost in
return for them relinquishing any rights to GALLEON.

     In March 2003, we made a settlement payment of approximately  $320,000 to a
third-party on behalf of Avalon Interactive UK Ltd., the operating subsidiary of
Avalon  ("Avalon  Europe")  to protect  the  validity  of certain of our license
rights and to avoid potential  third-party  liability from various  licensors of
our products,  and incurred legal fees in the amount of approximately $80,000 in
connection  therewith.  Consequently,  Avalon owes us  $400,000  pursuant to the
indemnification  provisions of the International  Distribution  Agreement.  This
amount was included in our claims against Avalon in the Avalon CVA process.

     We have also entered into a Product Publishing Agreement with Avalon, which
provides us with an exclusive  license to publish and  distribute  substantially
all of Avalon's  products within North America,  Latin America and South America
for a royalty based on net sales.  As part of terms of an April 2001  settlement
between Avalon and us, the Product  Publishing  Agreement was amended to provide
for us to publish only one future title developed by Avalon.  In connection with
this Product  Publishing  Agreement  with  Avalon,  we earned  $2,000,  $66,000,
$36,000 for performing  publishing and distribution services on behalf of Avalon
for the years ended December 31, 2003, 2002, and 2001, respectively.

Transactions with Titus Software

     In March 2003, we entered into a note receivable with Titus Software Corp.,
("TSC"),  a  subsidiary  of Titus,  and advanced  TSC  $226,000.  The note earns
interest at 8% per annum and was due in February 2004. In May 2003, our Board of
Directors  rescinded the note receivable and demanded  repayment of the $226,000
from TSC.  As of the date of this  filing the  balance on the note with  accrued
interest has not been paid. The balance on the note receivable, with


                                       12
<PAGE>


accrued  interest,  at December 31, 2003 was approximately  $240,000.  The total
receivable due from TSC is  approximately  $314,000 as of December 31, 2003. The
majority  of the  additional  approximately  $74,000  was due to TSC  subletting
office space and miscellaneous other items.

     In May 2003, we paid TSC $60,000 to cover legal fees in  connection  with a
lawsuit  against  Titus.  As a result of the payment,  our CEO requested that we
credit the $60,000 to amounts we owed to him arising from  expenses  incurred in
connection  with  providing  services  to us. Our Board of  Directors  is in the
process of investigating the details of the transaction,  including  independent
counsel review as appropriate, in order to properly record the transaction.

Transactions with Titus Japan

     In June 2003, we began  operating  under a  representation  agreement  with
Titus Japan K.K. ("Titus  Japan"),  a  majority-controlled  subsidiary of Titus,
pursuant to which Titus  Japan  represents  us as an agent in regards to certain
sales  transactions  in Japan.  This  representation  agreement has not yet been
approved by our Board of Directors and is currently  being reviewed by them. Our
Boards of Directors have approved the payments of certain amounts to Titus Japan
in connection with certain services already  performed by them on our behalf. As
of December 31, 2003,  we have received  approximately  $100,000 in revenues and
incurred approximately $20,000 in commission fees pursuant to this agreement. As
of  December  31, 2003 Titus Japan owed us $6,000,  which was  recovered  in the
first quarter of 2004.

Transactions with Titus Interactive Studio

     In September 2003, we engaged the translation services of Titus Interactive
Studio,  pursuant  to  which  (i) we  will  first  request  a quote  from  Titus
Interactive  Studio for each  service  needed  and only if such  quote  compares
favorably  with  quotes  from  other  companies  for  identical  work will Titus
Interactive  Studio be used,  (ii) such  services  shall be based on work orders
submitted  by us and  (iii)  each  work  order  can  not  have a rate  exceeding
$0.20/word  (excluding voice over) without  receiving  additional prior Board of
Directors approval.  We have paid approximately  $11,000 under this agreement as
of April 27, 2004.

Transactions with Titus SARL

     As of  December  31,  2003,  we had a  receivable  of $42,000  for  product
development  services that we provided to Titus SARL in fiscal year 2003 and for
prior years.

Transactions with Titus GIE

     In February 2004, we engaged the services of GIE Titus Interactive Group, a
wholly owned subsidiary of Titus, for a three-month  service agreement  pursuant
to  which  GIE  Titus  or  its  agents  shall  provide  to  us  certain  foreign
administrative and legal services at a rate of $5,000 per month.

TRANSACTIONS WITH EDGE LLC

     In  September  2003,  our Board of  Directors  ratified  and  approved  our
engagement of Edge LLC to provide recommendations regarding the operation of our
legal  department and  strategies as well as interim  executive  functions.  Mr.
Michel Vulpillat,  a member of our Board of Directors,  is a managing member for
Edge LLC. As of December 31,  2003,  we have  incurred an  aggregate  expense of
approximately  $100,000 and had a payable of approximately  $15,000 to Edge LLC.
As of March 31,  2004,  we have  incurred  an  additional  aggregate  expense of
approximately $50,000.  Consequently, we have a payable of approximately $50,000
to Edge LLC as of April 27, 2004.

TRANSACTIONS WITH VIVENDI

     In August  2001,  we entered  into a  distribution  agreement  with Vivendi
Universal Games,  Inc.  ("Vivendi").  Neither Vivendi nor Universal Studios Inc.
has any  representation on our Board of Directors.  This distribution  agreement
provided for Vivendi to become our distributor in North America through December
31, 2003 for substantially  all of our products,  with the exception of products
with pre-existing distribution agreements.  OEM rights were not among the rights
granted to Vivendi under this agreement.  Under the terms of this agreement,  as
amended, Vivendi earns a distribution fee based on the net sales of the


                                       13
<PAGE>


titles distributed.  Under this agreement, Vivendi made four advance payments to
us totaling $10.0 million.  In amendments to this  agreement,  Vivendi agreed to
advance us an additional $3.5 million. The distribution  agreement,  as amended,
provides for the  acceleration  of the recoupment of the advances made to us, as
defined therein.  During the three months ended March 31, 2002, Vivendi advanced
us an additional  $3.0 million  bringing the total amounts  advanced to us under
the  distribution  agreement with Vivendi to $16.5  million.  In April 2002, the
distribution  agreement was further amended to provide for Vivendi to distribute
substantially  all of our products  through  December 31, 2002,  except  certain
future  products,  which Vivendi would have the right to distribute for one year
from the date of  release.  As of  August 1,  2002,  all  distribution  advances
relating to the August 2001  agreement from Vivendi were fully earned or repaid.
As of December 31, 2003 this agreement has expired.

     In August 2002, we entered into a new distribution  agreement with Vivendi.
As of December 31, 2003,  Vivendi's  beneficial  ownership in us decreased below
5%.  Under  this  2002   distribution   agreement,   Vivendi  is  to  distribute
substantially  all of our products in North  America for a period of three years
as a whole and two years with respect to each product giving a potential maximum
term of five  years.  Vivendi  will  pay us  sales  proceeds  less  amounts  for
distribution fees, price concessions and returns. Vivendi is responsible for all
manufacturing,  marketing and distribution  expenditures,  and bears all credit,
price  concessions  and inventory  risk,  including  product  returns.  Upon our
delivery of a product  gold  master,  Vivendi  will pay us, as a  non-refundable
minimum  guarantee  and a specified  percent of the  projected  amount due to us
based on projected  initial shipment sales.  The remaining  amounts are due upon
shipment of the titles to  Vivendi's  customers.  Payments for future sales that
exceed the projected  initial  shipment  sales are paid on a monthly  basis.  In
December  2002,  we granted OEM rights and select back  catalog  titles in North
America to Vivendi.  In January 2003, we granted Vivendi the right to distribute
substantially  all of our  products  in select  rest-of-world  countries.  As of
December 31, 2003,  Vivendi had $2.9 million of its advance  remaining to recoup
under the rest-of-world countries and OEM back catalog agreements.

     In September 2003, we terminated our distribution agreement with Vivendi as
a result of their alleged  breaches,  including  non-payment of money owed to us
under the terms of this distribution  agreement. In October 2003, Vivendi and we
reached a mutually  agreed  upon  settlement  and agreed to  reinstate  the 2002
distribution  agreement.  Vivendi distributed our games FALLOUT:  BROTHERHOOD OF
STEEL and BALDUR'S  GATE:  DARK  ALLIANCE II in North  America and  Asia-Pacific
(excluding Japan), and retained exclusive  distribution  rights in these regions
for all of our future titles through August 2005.

     In December 2002, we granted the distribution rights to BALDUR'S GATE: DARK
ALLIANCE  (PS2,  Xbox,  and Nintendo  GameCube) in Europe,  excluding  Spain and
Italy,  to Vivendi.  In  connection  with the  agreement,  we paid $650,000 cash
consideration for Avalon relinquishing its distribution rights to these products
and will pay Avalon 50% of all proceeds in excess of the advance  received  from
Vivendi.  In  March  2003,  we  met  all  obligations  under  this  distribution
agreement. As of December 31, 2003, Vivendi has not reported sales exceeding the
minimum guarantee.

     In   February   2003,   we  sold  to   Vivendi   all   future   interactive
entertainment-publishing  rights to the HUNTER:  THE  RECKONING  license for $15
million, payable in installments, which were fully paid at December 31, 2003. We
have  retained the rights to the  previously  published  HUNTER:  THE  RECKONING
titles on Xbox and Nintendo GameCube.

     In February 2003,  Vivendi advanced us $1.0 million pursuant to a letter of
intent. As of December 31, 2003, the advance was discharged and recouped in full
by Vivendi under the terms of the Vivendi settlement.

ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES

     Squar Milner Reehl & Williamson  LLP  ("Squar")  served as our  independent
auditors for fiscal year 2003. For fiscal year 2002, Ernst & Young ("E&Y) served
as our independent  auditors,  however,  on or about February 18, 2003, with the
approval and  authorization of our Audit  Committee,  we disengaged from E&Y and
engaged  Squar as our  independent  auditors  for the  annual  audit of our 2002
financial statements and going forward.

     Aggregate fees billed by our independent auditors for professional services
rendered for the audit of fiscal years 2003 and 2002 and for other  professional
services billed in fiscal years 2003 and 2002 are as follows:

                                                   YEAR ENDED
                                   --------------------------------------------
DESCRIPTION OF FEES                DECEMBER 31, 2003          DECEMBER 31, 2002
-------------------                -----------------          -----------------
Audit Fees                           $100,860 (6)               $181,872 (1)

Audit-Related Fees                   $ 56,000 (2)                   --

Tax Fees  (3)                             --                    $ 42,000
All Other Fees                                                  $  3,500 (4)(5)
--------------------------------------------------------------------------------

     TOTAL:                          $156,860                   $227,372
     ======
----------
(1)      Of this amount, $ 85,000 was paid to Squar and $96,872 was paid to E&Y.
(2)      We paid Squar  $45,000  for a 12-month  audit  ending  June 30, 2003 in
         connection  with the audit  requirements  of our  majority  stockholder
         Titus Interactive S.A. ("Titus"), of which $37,500 was reimbursed to us
         by Titus.  The $7,500  balance  was  determined  by Squar to be savings
         applied  towards our regular  annual company  audit.  This  semi-annual
         audit  and  the  related  reimbursement  amount  was  pre-approved  and
         authorized by our Audit Committee.
(3)      Our  tax  returns  are  prepared  by  PriceWaterhouse  Coopers  not our
         independent  auditors.  We paid $42,000 to  PriceWaterhouse  Coopers in
         connection with the preparation of the company's tax returns for fiscal
         years 2002. We have not yet engaged an accounting firm for the 2003 tax
         returns.
(4)      This  amount was paid to Squar  for the  review of our 2003  definitive
         proxy  statement  in  connection  with our  2003  annual  stockholders'
         meeting.
(5)      The Audit Committee has considered and determined that any fees related
         to the provision of non-audit  services is compatible with  maintaining
         the principal accountant's independence.
(6)      We expect to incur  additional  fees in  connection  with the review of
         this amendment to our form 10-K for the year ended December 31, 2003.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

     Our Audit  Committee  has a policy  that all audit  and  non-audit  related
services  provided  by our  independent  auditor is to be  approved by our Audit
Committee.  Specifically,  the  Audit  Committee  requires  that  prior  to  the
engagement of our independent auditor for any specified service, the approval of
the Audit  Committee must be received.  All such matters are to be approved in a
scheduled  meeting of the Audit  Committee  consisting  of a quorum of the Audit
Committee.  All of the above aggregate fees billed by our  independent  auditors
have been approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation
S-X.


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<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned,  thereto duly authorized,  at Irvine,  California
this 29th day of April 2004.

                                      INTERPLAY ENTERTAINMENT CORP.



                                      By: /s/ Herve Caen
                                          --------------------------------
                                                   Herve Caen
                                         Its:  Chief Executive Officer and
                                         Interim Chief Financial Officer
                                         (Principal Executive and
                                         Financial and Accounting Officer)

                                POWER OF ATTORNEY

     The undersigned directors and officers of Interplay  Entertainment Corp. do
hereby  constitute  and appoint Herve Caen with full power of  substitution  and
resubstitution, as their true and lawful attorneys and agents, to do any and all
acts and  things  in our name and  behalf in our  capacities  as  directors  and
officers and to execute any and all  instruments  for us and in our names in the
capacities indicated below, which said attorney and agent, may deem necessary or
advisable to enable said corporation to comply with the Securities  Exchange Act
of 1934, as amended,  and any rules,  regulations  and  requirements of the U.S.
Securities  and Exchange  Commission,  in connection  with this Annual Report on
Form 10-K/A, including specifically but without limitation,  power and authority
to sign for us or any of us in our names in the capacities  indicated below, any
and all  amendments  (including  post-effective  amendments)  hereto,  and we do
hereby ratify and confirm all that said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  this Annual Report on Form 10-K has been signed below by the following
persons  on  behalf of the  Registrant  and in the  capacities  and on the dates
indicated.

     SIGNATURE                          TITLE                         DATE
     ---------                          -----                         ----

/s/ Herve Caen
_______________________    Chief Executive Officer, Interim       April 29, 2004
Herve Caen                 Chief Financial Officer and Director
                           (Principal Executive and Financial
                           and Accounting Officer)



/s/ Eric Caen
_______________________     Director                              April 29, 2004
Eric Caen


                                       15
<PAGE>

/s/ Gerald DeCiccio
_______________________     Director                              April 29, 2004
Gerald DeCiccio


/s/ Robert Stefanovich
_______________________     Director                              April 29, 2004
Robert Stefanovich


/s/ Michel H. Vulpillat
_______________________     Director                              April 29, 2004
Michel H. Vulpillat


/s/ Michel Welter
_______________________     Director                              April 29, 2004
Michel Welter


                                       16
<PAGE>


                                 EXHIBIT INDEX

EXHIBIT
  NO.                              DESCRIPTION
-------  -----------------------------------------------------------------------

14.1     Code of Ethics of Interplay Entertainment Corp.
31.1     Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and
         Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2     Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and
         Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1     Certification  of Chief  Executive  Officer and interim Chief Financial
         Officer  pursuant  to 18 U.S.C.  Section  1350 as Adopted  Pursuant  to
         Section 906 of the Sarbanes-Oxley Act of 2002.


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