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 12, 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, 2006

                                       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. [X]

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 [ ]

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 December 29, 2006, the aggregate  market value of voting common stock held
by non-affiliates  was approximately  $6,000,000 based upon the closing price of
the Common Stock on that date.

Documents incorporated by reference

None

As of December 29, 2006,  103,855,634  shares of Common Stock of the  Registrant
were issued and outstanding. This includes 4,658,216 shares of Treasury Stock.


<PAGE>


                                AMENDMENT NO. 1
                   TO THE ANNUAL REPORT ON FORM 10-K FILED BY
                 INTERPLAY ENTERTAINMENT CORP. ON APRIL 12, 2007

         The following  Items  comprising  Part III were omitted from the Annual
Report on Form 10-K filed by Interplay  Entertainment Corp. (which we will refer
to as "we,"  "us," or "our" in this  Amendment)  on April 12,  2007  (the  "Form
10-K"), as permitted by rules and regulations promulgated by the U.S. Securities
Exchange  Commission  (the "SEC").  Part III of that Form 10-K is hereby amended
and restated to insert those Items as set forth herein  (which  information  was
previously  included in our  preliminary  proxy  statement and has been included
herein  without  update  except for the ages for the  relevant  persons  and Luc
Vanhal is no longer a  nominee).  All  capitalized  terms  used  herein  but not
defined shall have the meanings ascribed to them in the Form 10-K.


                                       2
<PAGE>


                                    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:

     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 since 2002.  Mr. Caen
was  appointed  interim  Chief  Financial  Officer in January 2002 and currently
serves as our Chief Executive Officer and interim Chief Financial  Officer.  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,  an interactive  entertainment software
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, 2006, all our executive  officers,  directors
and  greater  than 10%  stockholders  complied  with all  Section  16(a)  filing
requirements.


                                       3
<PAGE>


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.


ITEM 11.          EXECUTIVE COMPENSATION

         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.

         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 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 2006, 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.  During 2006 and 2007,  we have had a single  active stock
plan in place for employees, officers and directors, our 1997 Plan.


                                       4
<PAGE>


         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.

         Stock  options were granted to our officers in 2006.  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 2006. During fiscal year 2006, the Board of Directors granted
to the Named  Executive  Officer  6,100,000  warrants to purchase 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).  The warrants  were issued based upon a reduction of
the Named  Executive  Officer's  current  salary and  conversion of prior years'
accrued and unpaid salary to a conditional  demand note. In addition,  the Board
of Directors  granted to the Named Executive  Officer 20,000 options at the same
exercise price vesting immediately as directors' fees.

         Change in Control Arrangements. The 1997 Plan provides that, if we have
a change in control,  options  vest  immediately  unless the  surviving  company
assumes the options.  We provide this change in control right to help us compete
with larger, better capitalized video game companies in attracting employees. We
recognize the importance to us and our  stockholders of avoiding the distraction
and loss of key management  personnel that may occur in connection  with rumored
or actual fundamental corporate changes. 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.

                              SUMMARY COMPENSATION

         The following table  summarizes the compensation of the Named Executive
Officer for the fiscal year ended December 31, 2006. 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>
                                                                                   STOCK        OPTION       ALL OTHER
                                                           SALARY       BONUS      AWARDS       AWARDS     COMPENSATION      TOTAL
NAME AND PRINCIPAL POSITION                   YEAR           ($)         ($)         ($)          ($)           ($)           ($)
----------------------------------      --------------    --------    --------    --------    ---------    ------------    --------
<S>                                     <C>                <C>            <C>        <C>          <C>         <C>           <C>
Herve Caen                              2006  (1)(2)(3)    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.

     (2)  Although $407,500 was accrued only $249,167 was paid to Mr. Caen.


                                       5
<PAGE>


     (3)  $15,000 was accrued as director's fees but was not paid.


                           GRANTS OF PLAN BASED AWARDS
                              FOR FISCAL YEAR ENDED
                                DECEMBER 31, 2006

         The following table provides  information on stock options and warrants
granted in 2006 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       CLOSING     GRANT DATE
                                                 SHARES OF       SECURITIES         OPTION AND       PRICE ON     FAIR VALUE
                                                 STOCK OR        UNDERLYING          WARRANT           GRANT          OF
                      GRANT       APPROVAL         UNITS           OPTIONS           AWARDS            DATE         AWARDS
NAME                  DATE          DATE            (#)              (#)             ($/SH)           ($/SH)         ($(1)
-----------------------------------------------------------------------------------------------------------------------------
<S>                <C>           <C>                <C>           <C>                <C>             <C>           <C>
Herve Caen  (1)    10/02/2006    10/02/2006         --            6,100,000          $ .0279         $ .0279       $20,000
Herve Caen  (1)    10/02/2006    10/02/2006         --               20,000          $ .0279         $ .0279          --
</TABLE>

     (1)  During fiscal year 2006,  the Board of Directors  granted to the Named
          Executive Officer 6,100,000  warrants to purchase 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).  The warrants were issued
          based upon a reduction of the Named Executive Officer's current salary
          and  conversion  of  prior  years'  accrued  and  unpaid  salary  to a
          conditional  demand note. In addition,  the Board of Directors granted
          to the Named  Executive  Officer  20,000  options at the same exercise
          price vesting immediately as directors' fees.

                            OUTSTANDING EQUITY AWARDS
                               AT FISCAL YEAR-END
                                DECEMBER 31, 2006

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 2006. 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 02, 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)  he  6,100,000  warrants  were  issued to the  officer  to  reduce  his
          compensation and to convert a portion of his unpaid  compensation Tnto
          a  conditional  demand  note.  The  20,000  options  were  granted  as
          directors' fees.


                                       6
<PAGE>


                     OPTION EXERCISES AND STOCK VESTED AS OF
                        FISCAL YEAR-END DECEMBER 31, 2006

The table below shows the number of shares of our common  stock  acquired by the
Named Executive Officer during 2006 on the exercise of options and warrants.  No
stock awards to the Named Executive Officer vested in 2006.


                                    OPTION AWARDS
                     ---------------------------------------------
                        NUMBER OF SHARES          VALUE REALIZED
                      ACQUIRED ON EXERCISE         ON EXERCISE
NAME                           (#)                     ($)
---------------      ------------------------    -----------------

Herve Caen                      0                       0



                           2006 DIRECTOR COMPENSATION

         The chart below summarizes  remuneration paid to non-employee directors
during 2006 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 2006 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                15,000                1,000                 --           16,000
Michel Welter (1)        26,250                1,000                 --           27,250
</TABLE>

     (1)  Included in the fees earned by Michel Welter are  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, 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. In March 2003, our
Compensation Committee approved an annual base salary increase for Mr. Caen from
$250,000 to $360,000.  The Compensation Committee is currently negotiating a new
employment agreement with Mr. Caen.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The Compensation  Committee currently consists of Michel Welter. During
2005,  decisions regarding executive  compensation were made by our Compensation
Committee.  Neither of the current 2005 member of our Compensation Committee nor
any of our 2005  executive  officer or directors had a  relationship  that would
constitute an interlocking relationship with executive officers and directors of
another entity.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

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


                                       7
<PAGE>


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.

         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 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 2006, 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.  During 2006 and 2007,  we have had a single  active stock
plan in place 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.

         Stock  options were granted to our officers in 2006.  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.


                                       8
<PAGE>


         Awards in 2006. During fiscal year 2006, the Board of Directors granted
to the Named  Executive  Officer  6,100,000  warrants to purchase 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).  The warrants  were issued based upon a reduction of
the Named  Executive  Officer's  current  salary and  conversion of prior years'
accrued and unpaid salary to a conditional  demand note. In addition,  the Board
of Directors  granted to the Named Executive  Officer 20,000 options at the same
exercise price vesting immediately as directors' fees.

         Change in Control Arrangements. The 1997 Plan provides that, if we have
a change in control,  options  vest  immediately  unless the  surviving  company
assumes the options.  We provide this change in control right to help us compete
with larger, better capitalized video game companies in attracting employees. We
recognize the importance to us and our  stockholders of avoiding the distraction
and loss of key management  personnel that may occur in connection  with rumored
or actual fundamental corporate changes. All of the warrants and options held by
the Named Executive Officer have already vested.


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 PROXY  STATEMENT  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, 2006.

<TABLE>
<CAPTION>
                                                                                Number of securities
                            Number of securities to                            remaining available for
                            be issued upon exercise                         future issuance under equity
                            of outstanding options,     Weighted average         compensation plans
                              warrants and rights        exercise price         (excluding securities
Plan Category                         (#)                     ($)           reflected in column (a)) (#)
---------------------------------------------------    -----------------    --------------------------
                                      (a)                     (b)                       (c)
<S>                                  <C>                     <C>                      <C>
Equity compensation plans
approved by security                 2,660,000 (1)           0.052                    7,340,000
holders

Equity compensation
plans not approved by                7,330,398 (2)           0.38                          --
security holders
                           ------------------------                         --------------------------
Total                                9,990,298                                        7,340,000
                           ========================                         ==========================
</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 purchase the (ompany's common
          stock at an immediately exercisable exercise price of $.0279 per share
          (average   closing  price  over  ten  days  Crior  to  the  resolution
          authorizing  the issuance of the  warrants).  The warrants were issued
          based upon a reduction of the Named pxecutive Officer's current salary
          and  conversion  of  prior  years'  accrued  and  unpaid  salary  to a
          conditional  demand note.  170,000  Earrants were issued to Mr. Welter
          and 100,000 were issued to Eric Caen each at the same  exercise  price
          as the Named Executive  wfficer.  The remaining  960,298 warrants were
          issued in prior years to persons not currently affiliated with us.


                                       9
<PAGE>


           SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

         The following table shows, as of March 31, 2007 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 of the Record Date.

                                               SHARES            PERCENT OF
NAME AND ADDRESS                         BENEFICIALLY OWNED       CLASS (1)
----------------------------             --------------------    ----------

Titus Interactive SA                         58,426,293             56.3%
Parc de l' Esplanade
12, rue Enrico Fermi
St-Thibault-des-Vignes
77462 Lagny-sur-Marne Cedex
France



     (1)  Based on  103,855,634  shares of common stock  outstanding as of March
          31, 2007. 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
          at the Record Date.

     (2)  Titus Interactive SA is currently in involuntary  bankruptcy in France
          and its  shares of  Interplay  may be sold and a change of  control of
          Interplay may result.

         The  following  table  shows,  as of March 31, 2007,  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 SUBJECT TO
                                                        OPTIONS EXERCISABLE
                                 SHARES OF COMMON           ON OR BEFORE                       PERCENT OF
NAME(1)                           STOCK OWNED(2)         MARCH 31, 2007(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                  205,000         265,001          *

All current directors and
   executive officers as a
   group                                 8,771,308                6,495,000      15,266,308       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
          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  March 31, 2007 (60 days after the Record
          Date).


                                       10
<PAGE>


     (4)  Based on 103,855,634  shares of Common Stock  outstanding on the stock
          records as of the March 31, 2007.  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 March 31, 2007 (60 days
          after the  Record  Date) 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.


ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Our  operations  involved  in 2006  transactions  with Titus Japan K.K.
("Titus Japan"),  a subsidiary of Titus  Interactive SA ("Titus"),  our majority
stockholder.  Titus Japan represented us as an agent in regards to certain sales
transactions  in Japan.  Mr.  Herve  Caen,  our  Chairman  of the  Board,  Chief
Executive Officer and Interim Chief Financial  Officer,  and Mr. Eric Caen, were
directors of Titus, which is currently in involuntary bankruptcy in France.

         As of December 31, 2006 the Company had a balance owed from Titus Japan
of $226,000.  During the twelve  months  ending  December 31, 2006 the Company's
Japanese subsidiary  incurred to Titus Japan costs of approximately  $106,000 in
commissions,  publishing  and staff  services.  The Company  closed our Japanese
subsidiary during the 4th quarter of 2006.

         The  Independent  Committee  currently  consists  of  Mr.  Welter.  The
Independent Committee reviews Related Persons transactions.  Mr. Welter acted as
the Independent Committee once during fiscal year 2006.

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,  the amount  involved  exceeds
$120,000 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 2005 and fiscal
2006:


                                         2005            2006
                                     -------------   --------------

Audit Fees(1)                        $     59,000           51,500
Audit-related Fees(2)                           0            4,500
Tax-related Fees(3)                             0           12,500
All Other Fees(4)                           2,500            1,000


     (1)  Both  2005  and  2006  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  2006  (2005
          quarterly  reports  were  prepared by Rose  Snyder and Jacobs  C.P.A);
          (iii) other  services  related to SEC  fillings;  and (iv)  associated
          expense reimbursements.


                                       11
<PAGE>


     (2)  Audit-related Fees were for the audit of our employee benefit plan.

     (3)  Tax related fees were for tax  preparation  for Federal and California
          Franchise tax returns for the 2004 and 2005 tax years.

     (4)  All Other Fees were for consents for SEC filings.

         The increased  audit fees related to fiscal year 2006 primarily  result
from  additional  services  provided for  additional  contracts and  involuntary
bankruptcy analysis, these services were related to the preparation of financial
statements for fiscal 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 2005 and 2006. 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.


                                       12
<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 27 day of March 2008.

                                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)


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  this  Annual  Report  and  Form  10K/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, Interim    March 27, 2008
Herve Caen                    Chief Financial Officer and
                              Director (Principal Executive
                              and Financial and Accounting
                              Officer)


            *
_________________________     Director                            March 27, 2008
Eric Caen


            *
_________________________     Director                            March 27, 2008
Michel Welter


*By Herve Caen, pursuant to power of attorney.


                                       13
<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.


                                       14