UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                   TO THE ANNUAL REPORT ON FORM 10-K FILED BY
                 INTERPLAY ENTERTAINMENT CORP. ON APRIL 03, 2007


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

                   For the Fiscal Year Ended December 31, 2007

                                       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.)

             100 N. Crescent Drive, Beverly Hills, California 90210
                    (Address of principal executive offices)

                                 (310) 432-1958
              (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 if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act Yes [_] No [X].

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [_] No [X ].

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 a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the  Exchange  Act.
Large accelerated  filer [_]                       Accelerated  filer        [_]
Non- accelerated filer   [x]                       Smaller reporting company [_]


<PAGE>


Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [_] No [x].

As of June 29, 2007,  the aggregate  market value of voting common stock held by
non-affiliates was approximately  $7,000,000 based upon the closing price of the
Common Stock on that date.

Documents incorporated by reference

None

As of March 31, 2008,  103,855,634 shares of Common Stock of the Registrant were
issued and outstanding. This includes 4,658,216 shares of Treasury Stock.

                                AMENDMENT NO. 1
                   TO THE ANNUAL REPORT ON FORM 10-K FILED BY
                 INTERPLAY ENTERTAINMENT CORP. ON APRIL 3, 2008

         The  following  Items  comprising  Part II Item 9B and  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  3,  2008  (the  "Form  10-K"),  as  permitted  by rules  and  regulations
promulgated by the U.S. Securities Exchange Commission (the "SEC"). Part II Item
9B and 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 II

ITEM 9B. OTHER INFORMATION

         In accordance with resolutions of the Board of Directors of the Company
on October 2, 2006 the base salary of Herve Caen,  the Chief  Executive  Officer
and Interim Chief Financial Officer, which had been reduced to $250,000 per year
through September, 2007, reverted to $460,000 per year as of October 1, 2007.

                                    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 May 10, 2007:


                                       2
<PAGE>


Directors                   Age    Present Position
-----------------------     ---    ---------------------------------------------
Herve Caen ............     46     Chairman of the Board of Directors, Chief
                                   Executive Officer and Interim Chief Financial
                                   Officer
Eric Caen .............     42     Director
Michel Welter (1)(2)(3)     49     Director

(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.  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 has been our Chief  Executive  Officer  and  Interim  Chief
Financial  Officer  since 2002.  Mr. Caen has served as Chairman of our Board of
Directors  since 2001. Mr. Caen joined us as President and Director in 1999. Mr.
Caen served as Chairman of the Board of Directors of Titus  Interactive S.A., an
interactive  entertainment software company (placed in involuntary bankruptcy in
January 2005 and  previously  the parent of the Company)  between 1991 and 2005.
Mr. Caen also held various  executive  positions  within the Titus group between
1985 and 2005.

         Eric  Caen  has  served  as a  director  since  1999.  He is the  Chief
Executive  Officer  of Glow  Entertainment  Group.  a video  rental and video on
demand  provider  operating  in France and  Germany.  He was a Director of Titus
Interactive S.A., an interactive entertainment software company between 1991 and
2005.  Mr. Caen also held  various  executive  positions  within the Titus group
between 1985 and 2005.

         Michel  Welter has served as a director  since  2001,  and has been the
sole  independent  director  since 2004. He has been involved in the trading and
exploitation  of animated TV series  through  his company  Weltertainment  since
2002.  From 2000 to 2001 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.

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  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  representations  from certain reporting persons
that they have complied with the relevant filing requirements,  we believe that,
during the year ended December 31, 2007, all our executive  officers,  directors
and  greater  than 10%  stockholders  complied  with all  Section  16(a)  filing
requirements, except for Financial Planning and Development S.A. with respect to
its holding of 56.3% of the Company's Common Stock.

AUDIT COMMITTEE INDEPENDENCE AND AUDIT COMMITTEE FINANCIAL EXPERT.

         The Audit Committee  currently consists of Michel Welter. The Board has
determined that there is no "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  determined  that Mr.  Welter is,
"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 was filed as an exhibit  to the  Amendment  No. 1 to the 10-K
for the period ended December 31, 2003.


                                       3
<PAGE>


ITEM 11. 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 COMMITTEE REPORT

         The  Compensation  Committee has reviewed and discussed with management
the following  Compensation  Discussion  and  Analysis.  Based on its review and
discussions with management, the Compensation Committee recommended to the Board
of Directors  that the  Compensation  Discussion and Analysis be included in our
Annual Report on Form 10-K/A relating to 2007.

The Compensation Committee

Michel Welter

COMPENSATION DISCUSSION AND ANALYSIS

         The  following  Compensation  Discussion  and  Analysis  describes  the
material  elements  of  compensation  for our  executive  officer  of  Interplay
identified in the Summary  Compensation  Table (our "Named Executive  Officer").
The Compensation Committee of the Board of Directors (the "Committee") makes all
decisions for the total direct compensation -- that is, the base salary,  annual
bonus,  long-term  equity  compensation  and  perquisites  -- of  our  officers,
including the Named Executive Officer.

OUR BUSINESS ENVIRONMENT

         Our  Mission.   We  are  a  publisher   and  licensor  of   interactive
entertainment  software  for both core gamers and the mass  market.  We are most
widely known for our titles in the  action/arcade,  adventure/role  playing game
(RPG), and strategy/puzzle  categories. We have produced and licensed titles for
many of the most popular interactive  entertainment software platforms.  We seek
to publish or license out interactive entertainment software titles that are, or
have the potential to become,  franchise  software  titles that can be leveraged
across several  releases and/or  platforms,  and have published or licensed many
such  successful  franchise  titles to date. We are committed to developing  and
delivering  quality  game  experience  for gamers  around  the world!  As to our
officers and employees,  our mission is to create an  environment  that is open,
honest and  entrepreneurial,  where each is  challenged to reach his or her full
potential.

         Our Values.  Each of our  employees  is required to promote  honest and
ethical conduct both within our organization and in our relations with customers
or business partners.

COMPENSATION PROGRAM OBJECTIVES AND REWARDS

         Compensation  Philosophy.   In  determining  the  compensation  for  an
executive officer, we have the following objectives:

         o        To attract  and retain  officers  by  maintaining  competitive
                  compensation packages;

         o        To  motivate   officers  to  achieve  and  maintain   superior
                  performance levels;

         o        To achieve a lean and  flexible  business  model by  rewarding
                  executives  who are  versatile  and  capable  across  multiple
                  business functions; and

         o        To support overall  business  objectives  designed to increase
                  returns to our  stockholders.


                                       4
<PAGE>


         We measure the success of our compensation programs by the following:

         o        The overall  performance of our business and the engagement of
                  our officers in improving performance;

         o        Our ability to attract and retain key talent; and

         o        The perception of employees that  dedication,  skill and focus
                  on success of the enterprise will be rewarded.

         We generally seek to pay officers total  compensation  competitive with
that paid to officers of other companies of similar size in our industry.

         All of the compensation and benefits for our officers serve the primary
purpose of attracting,  retaining and motivating the highly talented individuals
who perform the work necessary for us to succeed in our mission while  upholding
our values in a highly competitive marketplace. Beyond that, we design different
elements of compensation to promote individually tailored goals.

PERFORMANCE AGAINST OBJECTIVES

         A  substantial  percentage of officer  compensation,  including for the
Named  Executive  Officer,  depends on the officer's  achievement  of individual
objectives.  We generally establishes these objectives early in the fiscal year.
The  Committee  confers  with  the  CEO to  establish  his  objectives,  and the
Committee also measures performance against objectives.  For other officers, the
CEO  confers  with  the  executive  then  submits  proposed  objectives  to  the
Committee.  In designing  objectives,  the Committee and the CEO seek to fulfill
our strategic plan while promoting the  individual's  professional  development.
Objectives  may  include  financial  objectives,  such as sales  targets or cost
reduction,  as well  as  qualitative  factors  such  as  leadership,  management
development,  and the quality of execution of business strategies that drive the
growth  of our  business.  As soon as  practicable  after  the end of the  year,
supervisors  measure  performance  against  objectives.  For  officers,  the CEO
conducts this evaluation and reports to the Committee.

ELEMENTS OF COMPENSATION

         The elements of compensation  that may be paid to our officers  include
base salary and equity compensation.

         Base  Salaries.  We  generally  negotiate  base  salaries  at  a  level
necessary  to attract  and retain the talent we need to execute  our plans.  The
Committee considers such factors as its subjective assessment of the executive's
scope of responsibility,  level of experience,  individual performance, and past
and potential contribution to our business. From time to time the Committee will
seek market data compiled by  compensation  consultants,  but generally does not
rely on such data.

         The Committee  determines  base  salaries for  officers,  including the
Named Executive Officer,  early each year. For officers other than himself,  the
CEO proposes any change in base salary based on:

         o        his evaluation of individual  performance  and expected future
                  contributions;

         o        the general development of our business;

         o        a review of survey data when deemed necessary, and

         o        comparison  of the base  salaries of the  officers  who report
                  directly to the CEO to provide for internal equity.

         In October 2006 the Company  reduced the base salary of Herve Caen, our
CEO and interim CFO, from $460,000 to $250,000 through September, 2007 and as of
October 1, 2007 his salary reverted to $460,000 per year.

         Annual Cash Bonuses.  The  Committee has exclusive  discretion to award
bonuses to our officers,  including our Named Executive Officer, as an incentive
for employee productivity and effectiveness over the course of each fiscal year.
The CEO recommends  executive  bonuses to the Committee.  The Committee  decides
based on achievement of performance objectives


                                       5
<PAGE>


and a  subjective  analysis  of the  executive's  level of  responsibility.  The
Compensation  Committee also considers  other types and amounts of  compensation
that may be paid to the executive.

         The Committee  determines  bonuses in part based on our  achievement of
corporate goals such as revenue and net income results versus the prior year and
our  performance  relative to our industry,  as well as the  performance  of the
individual against preset personal objectives.

         Bonuses to Named Executive  Officer.  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.  No bonus was paid to any  employee in
fiscal year 2007, including the Named Executive Officer.

         Equity  Compensation.  The  Committee  believes that  long-term  equity
incentive awards serve to align the interests of the officers with the interests
of our stockholders. In 2006 we made awards of warrants and options to the Named
Executive  Officer  and our other  board  members  as part of  restructuring  of
certain  compensatory  arrangements.  Although we made no further  awards during
2007,  we do  intend  in the  future to make  awards  under  our stock  plan for
employees, officers and directors, our 1997 Plan.

         The purpose of the 1997 Plan 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 our  management  and our  stockholders  through  management  stock
ownership and the  achievement  of specific  corporate  financial  measures that
result  in the  appreciation  of our share  price.  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 officers in 2007. The Compensation
Committee  continues to review the  desirability of issuing stock options to our
officers in any given fiscal year to provide  incentives in connection  with our
corporate  objectives.  Stock options become valuable if the price of our common
stock rises after we grant the options. The Committee sets the exercise price of
a stock option on the date of grant at fair market value, which is generally the
closing price of our common stock on the over-the-counter  market bulletin board
on that date.  Under the 1997 Plan,  we may not grant  stock  options  having an
exercise price below fair market value of our common stock on the date of grant.
To  encourage  retention  by  providing  a long-term  incentive,  the ability to
exercise  an option  may vest over a period  of three or five  years.  We do not
backdate options or grant options retroactively.

         Awards in 2007. During fiscal year 2007, the Board of Directors granted
no options or warrants to officers or directors,  including the Named  Executive
Officer.

         Change in Control Arrangements. All of the warrants and options held by
the Named Executive Officer have already vested.

         Perquisites. No perquisites are provided to our officers.

         Benefits.   Our  officers,   including  the  Named  Executive  Officer,
participate  in a variety  of health and  welfare,  and paid  time-off  benefits
designed  to enable us to  attract  and retain our  workforce  in a  competitive
marketplace.

         Policy under Section  162(m) of the Internal  Revenue Code. We have not
formulated a policy for qualifying  compensation paid to executive  officers for
deductibility  under Section  162(m) of the Internal  Revenue  Code,  and do not
foresee the necessity of doing so in the near future.  Should limitations on the
deductibility  of  compensation   become  a  material  issue,  the  Compensation
Committee will determine whether such a policy should be implemented,  either in
general or with respect to specific transactions.


                                       6
<PAGE>


                              SUMMARY COMPENSATION

         The following table  summarizes the compensation of the Named Executive
Officer for the fiscal year ended December 31, 2007. The Named Executive Officer
is the Chief Executive Officer and Interim Chief Financial Officer. There are no
other executive officers of the Company.

<TABLE>
<CAPTION>
Name and                                                                                  All Other
Principal                                                    Stock          Option      Compensation
Position         Year         Salary($)       Bonus($)      Awards($)      Awards($)         ($)         Total($)
             ------------   ------------   ------------   ------------   ------------   ------------   ------------
<S>          <C>                 <C>               <C>            <C>            <C>          <C>           <C>
Herve Caen   2007(1)(2)(3)       565,000           --             --             --            5,000        570,000

Herve Caen   2006(1)(4)(5)       407,500           --             --             --           15,000        422,500

Chief Executive Officer and
Interim Chief Financial
Officer
</TABLE>

(1)      In October 2006, our Compensation Committee approved a reduction in Mr.
         Caen's annual base salary from $460,000 as Chief Executive  Officer and
         Interim  Chief   Financial   Officer  to  $250,000  per  annum  through
         September,  2007. Mr Caen's annual base salary  reverted to $460,000 as
         of October 1, 2007.  Mr. Caen received  warrants and options as part of
         restructuring  his  compensatory  arrangements in 2006 (see outstanding
         equity awards information below).

(2)      Of $565,000 paid during 2007,  $302,000 was paid as compensation earned
         in  2007,  and  $180,000  and  $83,0000  were  paid   respectively   as
         compensation earned but previously unpaid in 2006 and 2005.

(3)      $5,000 was accrued as director's fees but was not paid.

(4)      Of $407,500  accrued during 2006, only $249,167 was paid during 2006 to
         Mr. Caen.

(5)      $15,000 was accrued during 2006 as director's fees but was not paid.


                           GRANTS OF PLAN BASED AWARDS
                              FOR FISCAL YEAR ENDED
                                DECEMBER 31, 2007

      The following  table  provides  information  on stock options and warrants
granted in 2007 to our Named Executive Officer. By providing the Grant Date Fair
Value of Awards in the table we do not imply any assurance that such values will
ever be realized.

<TABLE>
<CAPTION>
                                                     All Other
                                  All Other          Option and
                                Stock Awards:      Warrant Awards:     Exercise or
                                  Number of          Number of        Base Price of                         Grant Date
                                  Shares of          Securities        Option and           Closing         Fair Value
         Grant     Approval       Stock or           Underlying       Warrant Awards        Price on        Of Awards
Name     Date        Date         Units(#)           Options(#)           ($/Sh)         Grant Date($/Sh)     ($(1)
         -----------------------------------------------------------------------------------------------------------
<S>        <C>        <C>             <C>               <C>                 <C>                 <C>             <C>
--         --         --              --                --                  --                  --              --

(1)
</TABLE>

(1)      No Awards were made in fiscal year 2007.


                                       7
<PAGE>


                            OUTSTANDING EQUITY AWARDS
                               AT FISCAL YEAR-END
                                DECEMBER 31, 2007

         The following  table shows the number of shares  covered by exercisable
and  unexercisable  options and warrants held by our Named Executive  Officer on
December 31, 2007. No other equity awards have been made to our Named  Executive
Officer.

                      Number of      Number of
                     Securities     Securities
                     Underlying     Underlying
                     Unexercised    Unexercised      Option or     Option or
                      Options or     Options or       Warrant       Warrant
                      Warrants        Warrants       Exercise     Expiration
                     Exercisable    Unexercisable     Price($)       Date
                     ------------   ------------   ------------   ------------
Herve Caen .......      6,120,000    --(1)(2)(3)          .0279    10/02/2016

(1)      100% of the securities vested on October 2, 2006.

(2)      Pricing  was  determined  over an average  closing  price over ten days
         subsequent to the  resolution  authorizing  the issuance of the options
         and warrants to the Named Executive Officer.

(3)      The  6,100,000  warrants  were  issued to the  officer  to  reduce  his
         compensation and to convert a portion of his unpaid compensation into a
         conditional  demand note. The 20,000 options were granted as directors'
         fees.


                     OPTION EXERCISES AND STOCK VESTED AS OF
                        FISCAL YEAR-END DECEMBER 31, 2007

         The table below shows the number of shares of our common stock acquired
by the Named  Executive  Officer  during  2007 on the  exercise  of options  and
warrants. No stock awards to the Named Executive Officer vested in 2007.

                                                  Option Awards
                                  -------------------------------------------
                                    Number of Shares       Value Realized
                                  Acquired on Exercise       on Exercise
Name                                       (#)                   ($)
                                  --------------------   --------------------

Herve Caen ....................                      0                      0



                                       8
<PAGE>


                           2007 DIRECTOR COMPENSATION

         The chart below summarizes  remuneration paid to non-employee directors
during 2007 in the form of cash or stock option  awards or  warrants.  The value
shown for stock  options or  warrants  is the dollar  amount we  recognized  for
financial statement reporting purposes in 2007 in accordance with FAS 123R.

<TABLE>
<CAPTION>
                   Fees Earned or    Warrants or       All Other
                    Paid in Cash    Option Awards     Compensation        Total
Name                    ($)              ($)              ($)              ($)
                   --------------   --------------   --------------   --------------

<S>                         <C>               <C>              <C>             <C>
Eric Caen ........          5,000             --               --              5,000
Michel Welter (1).          8,750             --               --              8,750
</TABLE>

(1)      Included in the fees earned by Michel  Welter is  compensation  for his
         services on the Audit, Compensation and Independent Committees.


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 (subsequently  increased to $460,000),  with such annual
raises as may be approved by the Board of Directors,  plus annual bonuses at the
discretion  of the Board of Directors.  In October 2006 the Company  reduced the
base salary of Mr. Caen from  $460,000 to $250,000 and as of October 1, 2007 his
salary  reverted to $460,000 per year.  Mr. Caen is also entitled to participate
in the incentive compensation and other employee benefit plans established by us
from time to time

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The Compensation  Committee currently consists of Michel Welter. During
2007 and  2006,  decisions  regarding  executive  compensation  were made by our
Compensation Committee. Neither the current member of our Compensation Committee
nor any of our  executive  officer or directors  had a  relationship  that would
constitute an interlocking relationship with executive officers and directors of
another entity.


                                       9
<PAGE>


ITEM 12. SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT  AND
         RELATED STOCKHOLDER MATTERS

                      EQUITY COMPENSATION PLAN INFORMATION

         WHENEVER  WE USE A GENERAL  STATEMENT  TO  INCORPORATE  THIS  10-K/A BY
REFERENCE INTO ANOTHER OF OUR DOCUMENTS  FILED WITH THE SEC, THE FOLLOWING TABLE
IS EXCLUDED.  THE FOLLOWING  TABLE WILL NOT BE DEEMED FILED UNDER THE SECURITIES
ACT OR THE EXCHANGE ACT UNLESS WE EXPLICITLY INCORPORATE IT BY REFERENCE IN SUCH
A FILING.

         The following table summarizes  information about the options and other
equity  compensation  under  our  equity  plans as of the close of  business  on
December 31, 2007.

<TABLE>
<CAPTION>
                                                                                          Number of Securities
                                                                                          Remaining Available
                                        Number of Securities                              for Future Issuance
                                         to be Issued Upon                                   under Equity
                                            Exercise of                                   Compensation Plans
                                        Outstanding Options,                             (excluding securities
                                        Warrants and Rights         Weighted Average     reflected in column (a))
Plan Category                                 (#) (a)             Exercise Price($)(b)         (#) (c)
-------------------------------------   --------------------      --------------------   --------------------
<S>                                                <C>                           <C>                <C>
Equity Compensation Plans
  Approved by Stockholders ..........              1,410,000(1)                  0.044              8,590,000

Equity Compensation Plans
  Not Approved by Stockholders ......              7,330,298(2)                   0.38                      0
                                        --------------------                             --------------------
TOTAL ...............................              8,740,298                                        8,590,000
                                        ====================                             ====================
</TABLE>

(1)      The Company has one stock option plan currently outstanding.  Under the
         1997 Stock  Incentive  Plan, as amended (the "1997 Plan"),  the Company
         may grant options to its employees,  consultants  and directors,  which
         generally  vest from three to five years.  At the Company's 2002 annual
         stockholders'  meeting,  its 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.  The Company's  Incentive Stock Option,  Nonqualified Stock
         Option and Restricted  Stock Purchase Plan- 1991, as amended (the "1991
         Plan"), and the Company's Incentive Stock Option and Nonqualified Stock
         Option Plan-1994, as amended, (the "1994 Plan"), have been terminated.

(2)      During  fiscal year 2006,  the Board of Directors  granted to the Named
         Executive Officer  6,100,000  warrants to Durchase the Company's common
         stock at an immediately  exercisable exercise price of $.0279 per share
         (average   closing  price  over  ten  days  prior  to  the   resolution
         authorizing the issuance of the warrants). 170,000 warrants were issued
         to Mr.  Welter and  100,000  were  issued to Eric Caen each at the same
         exercise price as the Named executive  Officer.  The remaining  960,298
         warrants were issued in prior years to persons not currently affiliated
         with us.


           SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

         The following table shows, as of March 31, 2008 information  concerning
the shares of common stock  beneficially owned by each person known by Interplay
to be the  beneficial  owner of more than 5% of our  Common  Stock  (other  than
directors,  executive officers and  depositaries).  This information is based on
publicly available information filed with the SEC as March 31, 2008.

         Titus  Interactive  SA (placed in  involuntary  bankruptcy  in January,
2005)  controlled  and now  Financial  Planning  and  Development  S.A.  ("FPD")
controls a majority of our voting stock and can elect a majority of our Board of
Directors  and  prevent  an  acquisition  of us that is  favorable  to our other
stockholders.  Alternatively,  Titus  could  and  FPD can  also  cause a sale of
control of our Company that may not be favorable to our other stockholders.


                                       10
<PAGE>


                                                       Shares        Percent
                                                    Beneficially       of
Name and Address                                       Owned         Class(1)
-------------------------------------------------   ------------   ------------
Financial Planning And Development S.A. (1)(2) ..     58,426,293           56.3%
38 Avenue Du X Septembre
L-2550
Luxembourg

(1)      Based on 103,855,634 shares of common stock outstanding as of March 31,
         2008 (inclusive of treasury shares). Under Rule 13d-3 of the Securities
         Exchange Act of 1934,  certain shares may be deemed to be  beneficially
         owned by more than one person (if,  for  example,  a person  shares the
         power to vote or the power to dispose of the shares).  As a result, the
         percentage of  outstanding  shares of any person as shown in this table
         does not necessarily  reflect the person's  actual  ownership or voting
         power with  respect to the  number of shares of Common  Stock  actually
         outstanding as of March 31, 2008.

(2)      Titus owned and now FPD owns  approximately 58 million shares of common
         stock. As a consequence,  Titus could and TPD can control substantially
         all matters requiring stockholder  approval,  including the election of
         directors,  subject to our stockholders'  cumulative voting rights, and
         the  approval of mergers or other  business  combination  transactions.
         This concentration of voting power could discourage or prevent a change
         in control that otherwise could result in a premium in the price of our
         common stock. Further,  Titus could and FPD can cause a sale of control
         of our Company that may not be favorable  to our  stockholders.  Such a
         sale,  including  if it  involves a  dispersion  of shares to  multiple
         stockholders,  further  could have the  effect of making  any  business
         combination, or a sale of all of our shares as a whole, more difficult.


         The  following  table  shows,  as of March 31, 2008,  information  with
respect to the shares of Common Stock  beneficially  owned by (1) each  director
and  director  nominee,  (2) each  person  (other  than a  person  who is also a
director or a director nominee) who is an executive officer named in the Summary
Compensation  Table below,  and (3) all  executive  officers and  directors as a
group.

<TABLE>
<CAPTION>
                                        Shares Beneficially Owned
                               --------------------------------------------
                               Shares of    Shares Subject to
                                Common     Options Exercisable
                                Stock         on or Before                      Percent of
Name(1)                        Owned(2)     March 31, 2008(3)       Total        Class(4)
-----------------------------  ---------   -------------------   ----------   ----------
<S>                            <C>                   <C>         <C>                <C>
Herve Caen**(5) .............  8,681,306             6,120,000   14,801,306         14.2%
Eric Caen ...................     30,001               170,000      200,001            *
Michel Welter ...............     60,001               240,000      300,001            *
                                                                                       *
All current directors
  and executive officers
  as a group ................  8,771,308             6,530,000   15,301,308         14.7%
</TABLE>

*        Less than 1%.

**       Current Director or Nominee

(1)      The   business   address  of  each  person   named  is  c/o   Interplay
         Entertainment  Corp.,  100 N. Crescent Drive Suite 324,  Beverly Hills,
         California 90210.

(2)      Pursuant to Rule  13d-3(a),  includes  all shares of common  stock over
         which the listed  person  has,  directly  or  indirectly,  through  any
         contract,  arrangement,  understanding,   relationship,  or  otherwise,
         voting power, which includes the power to vote, or to direct the voting
         of, the  shares,  or  investment  power,  which  includes  the power to
         dispose,  or to  direct  the  disposition  of,  the  shares.  Interplay


                                       11
<PAGE>


         believes that each  individual or entity named has sole  investment and
         voting  power  with  respect  to shares of Common  Stock  indicated  as
         beneficially  owned by him or her, subject to community  property laws,
         where applicable,  except where otherwise noted.  Restricted shares are
         listed even when unvested and subject to forfeiture  because the holder
         has the power to vote the shares.

(3)      In accordance with Rule 13d-3(d)(1)  under the Securities  Exchange Act
         of 1934,  each listed person is deemed the  beneficial  owner of shares
         that the person has a right to acquire by exercise  of a vested  option
         or other right on or before the date that is 60 days  before  March 31,
         2008 (January 31, 2008).

(4)      Based on  103,855,634  shares of Common Stock  outstanding on the stock
         records  as of  March  31,  2008(inclusive  of  treasury  shares).  The
         percentages are calculated in accordance with Rule  13d-3(d)(1),  which
         provides  that  shares not  outstanding  that are  subject to  options,
         warrants,  rights or conversion privileges exercisable on or before the
         date that is 60 days  before  March 31,  2008  (January  31,  2008) are
         deemed  outstanding  for the  purpose  of  calculating  the  number and
         percentage  that each person owns, but not deemed  outstanding  for the
         purpose of  calculating  the  percentage  that any other listed  person
         owns.

(5)      Includes  8,681,306  shares of our common  stock  held by Mrs.  Solange
         Caen, Herve Caen's spouse.


                                       12
<PAGE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  Independent  Committee  currently  consists  of  Mr.  Welter.  The
Independent Committee reviews Related Persons  transactions.  Mr. Welter did not
act as the Independent  Committee  during 2007 because the Company did not enter
into any Related Person transactions during 2007.

REVIEW OF RELATED PERSON TRANSACTIONS

         The Board of Directors has adopted a written Related Person Transaction
Policy, which requires the approval of the Independent Committee for all covered
transactions. The Policy applies to any transaction or series of transactions in
which  Interplay or a subsidiary  is a  participant,  and a "Related  Person" as
defined  in the  Policy,  including  executive  officers,  directors  and  their
immediate family members, has a direct or indirect material interest.  Under the
Policy,  all Related Person  Transactions  must be submitted to the  Independent
Committee  for review,  approval,  ratification  or other  action.  Based on its
consideration  of  all  of  the  relevant  facts  and  circumstances,  and  full
disclosure of the Related Person's interest in the transaction,  the Independent
Committee will decide whether or not to approve the transaction and will approve
only those transactions that are in the best interests of the Company.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

                     PRINCIPAL ACCOUNTANT FEES AND SERVICES

         The following  table  summarizes  the aggregate  fees for  professional
services provided by Jeffrey S. Gilbert C.P.A. related to fiscal 2006 and fiscal
2007:

                                                        2006              2007
                                                       -------           -------
Audit Fees(1) ..............................           $59,000           $62,000
Audit-related Fees(2) ......................             4,500                 0
Tax-related Fees(3) ........................            14,500             8,000

(1)      Both  2006  and  2007  Audit  Fees  include:   (i)  the  audit  of  our
         consolidated  financial  statements  included  in  our  Form  10-K  and
         services  attendant  to, or required by,  statute or  regulation;  (ii)
         reviews of the  interim  condensed  consolidated  financial  statements
         included in our  quarterly  reports on Form 10-Q for 2007 ; (iii) other
         services  related  to  SEC  fillings;   and  (iv)  associated   expense
         reimbursements.

(2)      Audit-related  Fees for  2006  include  the  fees for the  audit of our
         employee benefit plan. The plan has been terminated.

(3)      Tax related fees were for tax  preparation  for Federal and  California
         Franchise tax returns for the tax year 2006.


         The Audit Committee  administers  Interplay's  engagement of Jeffrey S.
Gilbert C.P.A. and pre-approves all audit and permissible  non-audit services on
a case-by-case  basis.  In approving  non-audit  services,  the Audit  Committee
considers whether the engagement could compromise the independence of Jeffrey S.
Gilbert C.P.A. and whether,  for reasons of efficiency or convenience,  it is in
the best  interest of  Interplay  to engage its  independent  registered  public
accounting firm to perform the services. The Audit Committee has determined that
performance by Jeffrey S. Gilbert C.P.A.  of the non-audit  services  related to
the fees shown in the table above did not affect that firm's independence.

         Prior to engagement,  the Audit Committee  pre-approves all independent
auditor services,  and the Audit Committee pre-approved all fees and services of
Jeffrey S. Gilbert C.P.A., for work done in 2006 and 2007. The fees are budgeted
and the Audit  Committee  requires the  independent  auditor and  management  to
report  actual  fees  versus  the  budget  periodically  throughout  the year by
category of service. During the year, circumstances may arise when it may become
necessary  to engage  the  independent  registered  public  accounting  firm for
additional services not contemplated in the original pre-approval categories. In
those  instances,  the Audit Committee  requires  specific  pre-approval  before
engaging the independent registered public accounting firm.


                                       13
<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  Beverly  Hills,
California this 29th day of April 2008.


                          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)

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  this  Annual  Report  on Form  10-K/A  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,            April 29, 2008
Herve Caen                    Interim Chief Financial
                              Officer and Director
                           (Principal Executive and
                        Financial and Accounting Officer)

/s/*Eric Caen
-------------------------            Director                     April 29, 2008
Eric Caen


/s/* Michel Welter
-------------------------            Director                     April 29, 2008
Michel Welter


* By Herve Caen, pursuant to power of attorney.


                                       14
<PAGE>


                                  EXHIBIT INDEX

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

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 by Herve Caen.


                                       15