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, 2002

                                       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 of Section 12 (b) of the Act: None

          Securities registered pursuant of 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. [ ]

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, 2002,  the aggregate  market value of voting common stock held by
non-affiliates was $3,056,628,  based upon the closing price of the Common Stock
on that date.

As of April 25, 2003,  93,849,176  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 1, 2003

         The following  Items  comprising  Part III were omitted from the Annual
Report on Form 10-K filed by Interplay Entertainment Corp. (the "Company," "we,"
"us," or "our") on April 1, 2003 (the "Form  10-K"),  as  permitted by rules and
regulations promulgated by the Securities Exchange Commission.  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 certain  significant  employees,  and their
ages as of April 28, 2003.

     Directors                   Age      Present Position
     ---------                   ---      ----------------

     Herve Caen                   41      Chairman of the Board of Directors,
                                          Chief Executive Officer and Interim
                                          Chief Financial Officer
     Eric Caen                    37      Director
     Nathan Peck                  78      Director
     Michel Vulpillat             41      Director
     Michel Welter (1) (2)        44      Director
     Maren Stenseth (1) (2)       41      Director
     R. Parker Jones (1)          46      Director
     Phillip G. Adam              49      President
     Gary Dawson                  53      Chief Operating Officer

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

BACKGROUND INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS

     HERVE CAEN joined us as President and a director in November 1999. Mr. Caen
was  appointed  Interim  Chief  Executive  Officer in  January  2002 to fill the
vacancy created by Brian Fargo's  resignation in January 2002, and was appointed
Chief Executive Officer later that year. In October 2002, Mr. Caen was appointed
Interim Chief  Financial  Officer to fill the vacancy created by the resignation
of our former  Chief  Financial  Officer at that  time.  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  SA, an  interactive
entertainment  software  company,  since  1991.  Mr.  Caen also  served as Chief
Executive  Officer of Titus  Interactive  SA from 1991 to 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 KK,  which  positions  he has held since 1988,  1991 and
1998, respectively.

     ERIC CAEN has served as a director since November 1999. Mr. Caen has served
as a Director and as President of Titus  Interactive  SA since 1991.  In January
2003, Mr. Caen was appointed  Chief Executive  Officer of Titus  Interactive SA.
Mr. Caen also serves as Vice President of Titus Software Corporation,  Secretary
and  Director of Titus  Software  UK Limited and  Director of Titus Japan KK and
Digital Integration Limited, which positions


                                       2


<PAGE>


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.

     NATHAN PECK  joined us as interim  Chief  Administrative  Officer in August
2001 and a  director  in  September  2001.  Mr.  Peck's  term as  interim  Chief
Administrative Officer expired on December 31, 2002. Mr. Peck, however,  remains
on our Board of  Directors.  Prior to joining us, from  November  1998 to August
2001,  Mr.  Peck  served as a  director  and  consultant  to Virgin  Interactive
Entertainment,   Limited.  Virgin  Interactive   Entertainment,   Limited  is  a
developer,  publisher,  and distributor of video games in Europe.  Mr. Peck also
served as a  consultant  and director of  Synthean,  Inc.,  a business  software
development  company,  and is  currently  serving  as a  consultant  for  Tag-It
Pacific, Inc., a trim distribution company serving the apparel industry.

     MICHEL H.  VULPILLAT  joined our Board of Directors in September  2001. Mr.
Vulpillat is currently the owner of Edge LLC, a consulting company in the fields
of  international  business  and  business  engineering  started  in  1996.  Mr.
Vulpillat  currently serves on the Board of Directors of Titus Interactive S.A.,
and has served as Vice  President  of Special  Operations  of Titus  Interactive
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
also serves 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.

     MAREN  STENSETH  joined  our  Board of  Directors  in  November  2001.  Ms.
Stenseth,  a Certified Public Accountant,  has worked in public accounting since
1986,  concentrating on business management for the entertainment  industry.  In
December 1999, Ms. Stenseth  initiated her practice in Santa Monica,  California
specializing in income taxation and personal  financial  planning.  From 1997 to
1999,  Ms.  Stenseth  was a Manager of  Satriano  and Hilton,  Certified  Public
Accountants.

     R. PARKER JONES joined our Board of Directors in December  2001.  From June
1990 to the present, Mr. Jones has served as Director of Manulife Financial, the
Toronto based financial  services company with offices throughout North America.
Mr. Jones'  responsibilities have been primarily focused on the Los Angeles real
estate portfolio. Prior to Manulife, Mr. Jones was Vice President,  Marketing at
Westgroup,  Inc. and Assistant Vice President at Lowe  Enterprises  (1985-1990),
both Los Angeles area real estate development  concerns.  Mr. Jones received his
B.A. in Political Science from the University of California, Los Angeles.

     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.

     GARY DAWSON was  appointed as our Vice  President of Sales and Marketing in
November 1999, and has served as our Chief Operating Officer since October 2002.
Prior to joining  us,  from 1996 to November  1999,  Mr.  Dawson was Senior Vice
President,   Manufacturing   and   Production   for  Chorus  Line,   an  apparel
manufacturer. From 1993 to 1996, Mr. Dawson served as Vice President and General
Manager, Lee Jeanswear for Lee Apparel, a manufacturer of denim products.


                                       3


<PAGE>


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange Act of 1934,  requires our executive
officers,  directors,  and persons who own more than ten percent of a registered
class of our equity  securities  to file  reports of  ownership  and  changes in
ownership  with the Securities and Exchange  Commission  (the "SEC").  Executive
officers,  directors and  greater-than-ten  percent stockholders are required by
SEC  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, 2002, all our executive  officers,  directors and  greater-than-ten  percent
stockholders complied with all Section 16(a) filing requirements, except for the
following: each of Herve Caen, our Chairman, Chief Executive Officer and Interim
Chief Financial Officer, Eric Caen, a Director,  and Titus Interactive S.A., our
majority  stockholder,   filed  one  late  Form  4,  each  reporting  late  five
transactions that occurred in March 2002 and June 2002, respectively; and Michel
Welter filed one Form 5, reporting late a transaction  that occurred in November
2002 that should have been reported on Form 4.

ITEM 11. EXECUTIVE COMPENSATION

The  following  table sets forth  certain  information  concerning  compensation
earned during the last three fiscal years ended  December 31, 2002, by our Chief
Executive Officer and each of our four other most highly  compensated  executive
officers  whose  total  salary  and bonus  during  such year  exceeded  $100,000
(collectively,  the "Named  Executive  Officers").  No other  executive  officer
serving at December  31,  2002,  received  total salary and bonus during 2002 in
excess of $100,000.

<TABLE>
                           SUMMARY COMPENSATION TABLE
<CAPTION>
                                                                   LONG-TERM
                                          ANNUAL COMPENSATION     COMPENSATION
                                          -------------------     ------------
                                                                   SECURITIES
                                                                   UNDERLYING       ALL OTHER
NAME AND PRINCIPAL POSITION       YEAR      SALARY     BONUS       OPTIONS(#)     COMPENSATION
---------------------------       ----      ------     -----      ------------    ------------
<S>                               <C>     <C>            <C>           <C>         <C>
Herve Caen (1)................    2002    $ 250,000      --            --              (2)
  Chairman of the Board of        2001      250,000      --            --               --
  Directors,  Chief  Executive    2000       62,500      --            --               --
  Officer and Interim Chief
  Financial  Officer

Nathan Peck (3)...............    2002    $ 115,800      --            --               --
  Interim Chief Administrative    2001       33,775      --            --               --
  Officer                         2000         --        --            --               --

Phillip Adam..................    2002    $ 168,000      --            --          $  5,331(4)
  President                       2001      168,000      --            --             5,137(4)
                                  2000      168,000      --            --             4,815(4)

Gary Dawson...................    2002    $ 185,000      --            --               --
  Chief Operating Officer         2001      185,000      --            --               --
                                  2000      185,000      --            --               --
----------
<FN>
(1)  Mr. Caen joined us in November  1999 at an annual base salary of  $250,000.
     In March 2003, the  Compensation  Committee  approved an annual base salary
     increase from $250,000 to $360,000,  retroactive from December 1, 2002. The
     Compensation  Committee also approved  additional  annual  compensation  of
     $100,000 to be paid to Mr. Caen for services as our interim Chief Financial
     Officer,  retroactive  from October 4, 2002. Mr. Caen waived payment of his
     salary from November 1999 through October 2000.
(2)  Mr.  Caen  received  1,000  shares  of  our  Common  Stock  pursuant  to  a
     non-discretionary grant made under the terms of our Employee Stock Purchase
     Program.
</FN>
</TABLE>


                                       4


<PAGE>


(3)  Mr. Peck joined us as interim Chief  Administrative  Officer in August 2001
     at an annual base salary of $115,800.  His pro-rated annual base salary for
     fiscal  2001 was  $33,775.  Mr. Peck was later  appointed  as a director in
     September 2001. Mr. Peck resigned as interim Chief  Administrative  Officer
     effective  December 31, 2002 but remains a Director.
(4)  Mr. Adam's other compensation  consists of matching payments made under our
     401(k) plan. STOCK OPTION GRANTS IN FISCAL 2002

         There were no stock  options  granted to the Named  Executive  Officers
during the year ended December 31, 2002.

                           AGGREGATE OPTION EXERCISES
                         AND 2002 YEAR-END OPTION VALUES

         There were no exercises of stock options during the year ended December
31, 2002 for any of the Named Executive Officers.

                                                 NUMBER OF
                                                SECURITIES        VALUE OF
                                                UNDERLYING      UNEXERCISED
                                                UNEXERCISED     IN-THE-MONEY
                                                  OPTIONS        OPTIONS AT
                                                AT YEAR-END       YEAR-END
                SHARES ACQUIRED     VALUE      (EXERCISABLE/   (EXERCISABLE/
NAME              ON EXERCISE      REALIZED    UNEXERCISABLE)  UNEXERCISABLE)(1)
----              -----------      --------    --------------  -----------------

Herve Caen            --              --             --               --
Nathan Peck           --              --             --               --
Phillip Adam          --              --        8,000/2,000          $0/$0
Gary Dawson           --              --       81,667/3,333           --

----------
(1)  Represents an amount equal to the difference between the closing sale price
     for our common  stock  ($0.06) on the  Over-The-Counter  Bulletin  Board on
     December 31, 2002, 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.

DIRECTOR COMPENSATION.

         We pay our  non-employee  directors  cash  compensation  of $5,000  per
quarter for attendance at Board of Directors and committee meetings.

EMPLOYMENT AGREEMENTS

         We entered into an employment  agreement  with 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,  Chief  Executive  Officer and Interim Chief
Financial Officer.  The employment  agreement provides 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 from  November  1999 through  October 2000. In March 2003,
the Compensation Committee approved an annual base salary increase from $250,000
to $360,000,  retroactive from December 1, 2002. Because the term of his current
agreement  has  expired,  Mr.  Caen is  negotiating  a new  agreement  with  the
Compensation Committee.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.

         The  Compensation  Committee  currently  consists of Michel  Welter and
Maren Stenseth.  From September 2001 through July 2002, Mr.  Vulpillat served on
the Compensation  Committee.  Mr. Vulpillat  currently serves as a member of the
board of directors of Titus Interactive S.A., a company for which Mr. Herve Caen
was Chief  Executive  Officer,  and served in such capacity  during fiscal 2002.
During  2002,  decisions  regarding  executive  compensation  were  made  by the


                                       5


<PAGE>


Compensation  Committee.  None of the 2002 members of the Compensation Committee
nor any of our 2002  executive  officers or directors  had a  relationship  that
would  constitute  an  interlocking  relationship  with  executive  officers and
directors of another entity.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth as of April 25, 2003,  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 five percent
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 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.............................       67,450,021 (3)(4)          71.9%
Eric Caen..............................       67,449,021 (3)             71.9%
Michel Welter..........................           48,333 (5)               *
Nathan Peck............................                0                   --
Michel Vulpillat.......................           54,833 (6)               *
Maren Stenseth.........................            8,333 (7)               *
R. Parker Jones........................            8,333 (8)               *

NON-DIRECTOR NAMED EXECUTIVE OFFICERS:
Phillip Adam                                     206,779 (9)               *
Gary Dawson                                       81,667 (10)              --

5% HOLDERS:
Titus Interactive SA...................       67,449,021 (3)             71.9%
     Parc de l'Esplanade
     12, rue Enrico Fermi
     St-Thibault-des-Vignes
     77462 Lagny-sur-Marne Cedex
     France
Universal Studios, Inc.................        4,658,216                  5.0%
     100 Universal City Plaza
     Universal City, CA  91608

Directors and Executive Officers as a
     Group (9 persons).................       67,768,632 (11)            72.2%

----------
     * Less than one percent.

(1)  Beneficial  ownership is  determined  in  accordance  with the rules of the
     Commission 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 25, 2003, 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  93,849,176  shares of common  stock  outstanding  as of April 25,
     2003.
(3)  Includes 460,298 shares subject to warrants  exercisable  within 60 days of
     April 25, 2003.  Messrs.  Herve Caen and Eric Caen are officers,  directors
     and principal  shareholders  of Titus  Interactive  SA. In such  capacities
     Messrs.  Herve Caen and Eric Caen may be deemed to beneficially  own shares
     of common stock  beneficially  held by Titus,  but disclaim such beneficial
     ownership, except to the extent of their economic interest in these shares.


                                       6


<PAGE>


(4)  Includes  1,000  shares of our  Common  Stock  issued  to Mr.  Caen in 2002
     pursuant to a non-discretionary  grant made under the terms of our Employee
     Stock Purchase Program.
(5)  Includes 8,333 shares subject to stock options  exercisable  within 60 days
     of April 25, 2003.
(6)  Includes 8,333 shares subject to stock options  exercisable  within 60 days
     of April 25, 2003. Mr.  Vulpillat is currently a director of Titus and owns
     less than 0.1% of the  outstanding  capital stock of Titus.  Mr.  Vulpillat
     disclaims beneficial ownership of our shares held by Titus.
(7)  Includes 8,333 shares subject to stock options  exercisable  within 60 days
     of April 25, 2003.
(8)  Includes 8,333 shares subject to stock options  exercisable  within 60 days
     of April 25, 2003.
(9)  Includes 8,000 shares subject to stock options  exercisable  within 60 days
     of April 25, 2003.
(10) Includes 81,667 shares subject to stock options exercisable  within 60 days
     of April 25, 2003.
(11) Includes  460,298 shares subject to warrants,  and 33,332 shares subject to
     options, exercisable within 60 days of April 25, 2003.


EQUITY COMPENSATION PLANS INFORMATION

     The following table sets forth certain information  regarding the Company's
equity compensation plans as of December 31, 2002.

<TABLE>
<CAPTION>

      Plan Category         Number of securities to     Weighted-average        Number of securities
                            be issued upon exercise    exercise price of       remaining available for
                            of outstanding options,   outstanding options,  future issuance under equity
                              warrants and rights     warrants and rights        compensation plans
                                                                                (excluding securities
                                                                              reflected in column (a))
--------------------------------------------------------------------------------------------------------
<S>                                <C>                        <C>                     <C>
                                      (a)                     (b)                        (c)
Equity compensation plans          1,091,697                  3.10                    8,107,275
  approved by security
  holders

Equity compensation plans              -                       -                          -
  not approved by
  security holders
                           -----------------------------------------------------------------------------
Total                              1,091,697                  3.10                    8,107,275
                           =============================================================================
</TABLE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Our operations involve significant  transactions with Titus Interactive
S.A.,  our majority  stockholder  ("Titus"),  Virgin  Interactive  Entertainment
Limited,  a wholly-owned  subsidiary of Titus ("Virgin"),  and Vivendi Universal
Games, Inc. ("Vivendi"),  an owner of 5 percent of our common stock (through its
ownership of Universal Studios,  Inc.). In addition,  we obtained financing from
our former Chairman.

TRANSACTIONS WITH TITUS INTERACTIVE S.A.

         We perform distribution  services on behalf of Titus for a fee, whereby
we  distribute  certain  titles  throughout  North  America  and  Australia.  In
connection with such distribution  services, we recognized fee income of $22,000
for the year ended December 31, 2002.

         In March 2002, Titus converted its remaining 383,354 shares of Series A
preferred  stock into  approximately  47.5 million  shares of our common  stock.
Titus now owns approximately 67 million shares of common stock, which represents
approximately  71.9 percent of our  outstanding  common  stock,  our only voting
security, as of April 25, 2003.

         Also in March 2002, we entered into a distribution agreement with Titus
pursuant to which we granted to Titus the exclusive  right to distribute  one of
our products for the Sony  Playstation  console in North America,  South America
and Central  America in exchange  for a minimum  guarantee  of $100,000  for the
first 71,942 units of the product  sold,  plus $.69 per unit on any product sold
above the 71,942 units.

         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


                                       7


<PAGE>


the games "Hunter I", "Hunter II", "Icewind Dale I", "Icewind Dale II", and "BG:
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
percent per annum.  The  promissory  note was due on August 31, 2002, and may be
paid,  at Titus'  option,  in cash or in shares of Titus common stock with a per
share value equal to 90 percent of the average  trading  price of Titus'  common
stock over the 5 days  immediately  preceding the payment date.  Pursuant to our
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 the rights
and licenses granted under the April 26, 2002 agreement.  If we had entered into
a binding  agreement with a third party to sell these rights and licenses for an
amount in excess  $3.5  million,  we would  have  rescinded  the April 26,  2002
agreement  with Titus and recovered all rights  granted and released  Titus from
all  obligations  thereunder.  The  Company's  efforts  to enter  into a binding
agreement with a third party were unsuccessful. Moreover, we have provided Titus
with a guarantee  under this  agreement,  which provides that in the event Titus
does not achieve gross sales of at least $3.5 million by June 25, 2003,  and the
shortfall is not the result of Titus' failure to use best commercial efforts, we
will pay to Titus the difference between $3.5 million and the actual gross sales
achieved by Titus, not to exceed $2 million. We continue to negotiate 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 and Titus would terminate any executory  obligations relating to the original
sale,  including our  obligation to pay Titus up to $2 million if Titus does not
achieve  gross  sales of at least $3.5  million by June 25,  2003,  and we would
obtain  all or a portion  of any rights or  benefits  Titus may have  negotiated
during the time it has been  exploiting  these assets.  As Titus is our majority
stockholder  and the  probability  of the agreement  being  terminated,  we have
offset the related note  receivable  in the amount of $3.5  million  against the
deferred revenue in the amount of $3.5 million.

         As of December  31,  2002,  Titus owed us  $200,000,  and we owed Titus
$321,000. Amounts due to Titus at December 31, 2002 consisted primarily of trade
payables.

         In March 2003, we entered into a note  receivable  with Titus  Software
Corp., or "TSC", a subsidiary of Titus, for $226,000. The note earns interest at
8 percent  per annum and is due in February  2004.  The note is secured by (i) 4
million shares of our common stock held by Titus,  (ii) TSC's rights in and to a
note  receivable  due from the President of Interplay and (iii) rights in and to
TSC's most current video game title releases during 2003 and 2004.

         In April  2003,  we paid  Europlay  I, LLC  ("Europlay"),  a  financial
advisor originally retained by Titus, and subsequently  retained by us, $448,000
in connection with prior services provided by Europlay to us.

TRANSACTIONS WITH VIRGIN, A WHOLLY OWNED SUBSIDIARY OF TITUS

         In  February  1999,  we  entered  into  an  International  Distribution
Agreement  with  Virgin,  which  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,  cancelable  under  certain
conditions, subject to termination penalties and costs. Under this agreement, as
amended,  we pay  Virgin a  distribution  fee  based on net  sales,  and  Virgin
provides certain market preparation, warehousing, sales and fulfillment services
on our behalf.

         Under an April 2001  settlement,  we paid Virgin a monthly overhead fee
of $83,000 per month for the six month period  beginning  January 2002,  with no
further overhead  commitment for the remainder of the term of the  International
Distribution Agreement.

         In  connection  with  the  International   Distribution  Agreement,  we
incurred  distribution  commission  expense of $0.9  million  for the year ended
December 31, 2002. In addition,  we recognized overhead fees of $0.5 million for
the year ended December 31, 2002.

         We have also entered into a Product  Publishing  Agreement with Virgin,
which  provides  us  with  an  exclusive   license  to  publish  and  distribute
substantially all of Virgin's  products within North America,  Latin America and
South America for a royalty based on net sales. As part of the terms of an April
2001  settlement  between  Virgin and us, the Product  Publishing  Agreement was
amended to provide for us to publish only one future title  developed by Virgin.
In


                                       8


<PAGE>


connection with the Product Publishing  Agreement with Virgin, we earned $66,000
for performing  publishing and distribution services on behalf of Virgin for the
year ended December 31, 2002.

         In  connection  with  the  International   Distribution  Agreement,  we
sublease  office space from Virgin in the United  Kingdom.  Rent expense paid to
Virgin was $104,000 for the year ended December 31, 2002.

         In June 1997, we entered into a Development  and  Publishing  Agreement
with Confounding  Factor 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 derivates  including all  publishing and  distribution  rights.
Subsequently,  in March 2002, we entered into a Term Sheet with Virgin, pursuant
to which Virgin  assumed all  responsibility  for future  milestone  payments to
Confounding  Factor to complete  development  of "Galleon"  and Virgin  acquired
exclusive rights to ship the game in certain territories. Virgin paid an initial
$511,000 to Confounding  Factor,  but then ceased making the required  payments.
Subsequently,  Virgin proposed that Interplay  refund the $511,000 to Virgin and
void the Term Sheet (except with respect to Virgin's  rights to publish  Galleon
in Japan),  which the independent  Committee of our Board of Directors rejected.
While reserving our rights vis-a-vis  Virgin, we then resumed making payments to
Confounding  Factor to protect our  interests  in  "Galleon."  We are  currently
negotiating a settlement with Virgin regarding "Galleon" publishing rights.

         In January  2003,  we and Virgin  entered into a waiver  related to the
distribution  of a video game title in which we sold the  European  distribution
rights to Vivendi.  In consideration  for Virgin  relinquishing  its rights,  we
agreed to pay Virgin  $650,000 and will pay Virgin 50 percent of all proceeds in
excess of the advance received from Vivendi. As of December 31, 2002 the Company
had paid Virgin $220,000 of the $650,000 due under the waiver agreement. We paid
the remaining balance of $430,000 in January 2003.

         In February 2003,  Virgin  Interactive  Entertainment  (Europe) Limited
("Virgin  Europe"),  the  operating  subsidiary  of  Virgin  filed for a Company
Voluntary Arrangement, or CVA, a process of reorganization in the United Kingdom
which must be approved by Virgin's creditors.  Virgin owed us approximately $1.8
million under our International  Distribution Agreement at December 31, 2002. As
of March 28, 2003, the CVA was rejected by Virgin Europe's creditors, and Virgin
Europe is presently  negotiating  with its creditors to propose a new CVA. We do
not know what  affect  approval  of the CVA will have on our  ability to collect
amounts  Virgin  owes us. If the new CVA is not  approved,  we expect  Virgin to
cease  operations and liquidate,  in which event we will most likely not receive
any amounts presently due us by Virgin,  and will not have a distributor for our
products  in  Europe  and  the  other  territories  in  which  Virgin  presently
distributes our products.

         In March 2003, we made a settlement  payment of approximately  $320,000
to a  third-party  on behalf of Virgin 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,  Virgin owes us
$400,000  pursuant  to  the  indemnification  provisions  of  the  International
Distribution Agreement.

TRANSACTIONS WITH VIVENDI

         In August 2001, we entered into a  distribution  agreement with Vivendi
(an  affiliate  company  of  Universal  Studios,   Inc.,  which  currently  owns
approximately  5 percent of our common  stock at December  31, 2002 but does not
have  representation on our Board of Directors)  providing 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 the
distribution agreement.  Under the terms of the agreement,  as amended,  Vivendi
earns a distribution fee based on the net sales of the titles distributed. Under
the  agreement,  Vivendi  made four  advance  payments to us $10.0  million.  In
amendments to the  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.  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


                                       9


<PAGE>


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 recouped or repaid.

         In August  2002,  we entered  into a new  distribution  agreement  with
Vivendi  whereby Vivendi will  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.  Under the August
2002 agreement, 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  gold  master  to  Vivendi,  Vivendi  will  pay  us as a  minimum
guarantee, a specified percent of the projected amount due us based on projected
initial shipment sales,  which are established by Vivendi in accordance with the
terms of the  agreement.  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. As of December 31,
2002,  Vivendi had advanced us $3.6 million related to future minimum guarantees
on undelivered products.

         In February  2003,  the Company sold to Vivendi all future  interactive
entertainment publishing rights to the "Hunter: The Reckoning" franchise for $15
million,  payable  in  installments.  The  Company  retains  the  rights  to the
previously  published  "Hunter:  The  Reckoning"  titles on  Microsoft  Xbox and
Nintendo GameCube.

TRANSACTIONS WITH BRIAN FARGO, A FORMER OFFICER OF THE COMPANY

         In connection with our working capital line of credit obtained in April
2001, we obtained a $2 million personal  guarantee in favor of the bank, secured
by $1.0 million in cash,  from Brian Fargo,  the former Chairman of the company.
In addition,  Mr. Fargo  provided us with a $3.0  million  loan,  payable in May
2002,  with interest at 10 percent.  In connection  with the guarantee and loan,
Mr. Fargo  received  warrants to purchase  500,000 shares of our common stock at
$1.75 per share,  expiring in April 2011. In January 2002, the bank redeemed the
$1.0  million  in cash  pledged by Mr.  Fargo in  connection  with his  personal
guarantee,  and subsequently we agreed to pay that amount back to Mr. Fargo. The
amount was fully paid in April 2002 in connection with the sale of Shiny.


                                       10


<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 30th day of April 2003.

                          INTERPLAY ENTERTAINMENT CORP.


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


                                       11


<PAGE>


                        Certification of CEO Pursuant to
                 Securities Exchange Act Rules 13a-14 and 15d-14
                             as Adopted Pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002

I, Herve Caen, certify that:

         1. I have  reviewed  this  annual  report on Form  10-K/A of  Interplay
Entertainment Corp.;

         2. Based on my  knowledge,  this  annual  report  does not  contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  a) designed such disclosure  controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

                  b) evaluated the effectiveness of the registrant's  disclosure
controls and  procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

                  c) presented in this annual report our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

                  a) all significant  deficiencies in the design or operation of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                  b)  any  fraud,   whether  or  not  material,   that  involves
management or other  employees who have a significant  role in the  registrant's
internal controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this annual  report  whether or not there were  significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:    April 30, 2003

                                 /s/ Herve Caen
                                 -----------------------
                                 Herve Caen
                                 Chief Executive Officer


                                       12


<PAGE>


                    Certification of Interim CFO Pursuant to
                 Securities Exchange Act Rules 13a-14 and 15d-14
                             as Adopted Pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002

I, Herve Caen, certify that:

         1. I have  reviewed  this  annual  report on Form  10-K/A of  Interplay
Entertainment Corp.;

         2. Based on my  knowledge,  this  annual  report  does not  contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  a) designed such disclosure  controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

                  b) evaluated the effectiveness of the registrant's  disclosure
controls and  procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

                  c) presented in this annual report our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

                  a) all significant  deficiencies in the design or operation of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                  b)  any  fraud,   whether  or  not  material,   that  involves
management or other  employees who have a significant  role in the  registrant's
internal controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this annual  report  whether or not there were  significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:    April 30, 2003

                                 /s/ Herve Caen
                                 -------------------------------
                                 Herve Caen
                                 Interim Chief Financial Officer