EXHIBIT 3.1

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          INTERPLAY ENTERTAINMENT CORP.


The undersigned hereby certifies that:

     1. She is the duly elected and acting Secretary of Interplay  Entertainment
Corp., a Delaware corporation (the "Corporation").

     2. The   present   name  of  the   corporation   (hereinafter   called  the
"Corporation") is Interplay  Entertainment  Corp., which is the name under which
the  Corporation  was  originally  incorporated;  the  original  Certificate  of
Incorporation  was filed with the Secretary of State of the State of Delaware on
February 27, 1998.

     3. This Amended and Restated  Certificate of Incorporation was duly adopted
in accordance with Sections 242 and 245 of the Delaware General Corporation Law.

     4. The  Certificate of  Incorporation  of the  Corporation,  as amended and
restated  herein,  at the effective  time of filing of this Amended and Restated
Certificate of Incorporation with the Delaware Secretary of State, shall read in
full as follows:


               "AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          INTERPLAY ENTERTAINMENT CORP.


                                   ARTICLE 1

     The name of this Corporation is Interplay Entertainment Corp.


                                   ARTICLE 2

     The  registered  office  of the  Corporation  in the State of  Delaware  is
located at 1013 Centre Road,  in the City of  Wilmington,  County of New Castle.
The name of the  Corporation's  registered  agent at that address is Corporation
Service Company.


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                                   ARTICLE 3

     The purpose of the  Corporation  is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware, as amended from time to time.


                                   ARTICLE 4

     The total  number of shares of all classes of stock which this  Corporation
shall have  authority to issue is  55,000,000,  of which (i)  50,000,000  shares
shall be  designated  "Common  Stock"  and shall  have a par value of $0.001 per
share; and (ii) 5,000,000 shares shall be designated "Preferred Stock" and shall
have a par value of $0.001  per share.  The Board of  Directors  is  authorized,
subject to  limitations  prescribed  by law, to provide for the  issuance of the
shares of Preferred  Stock in one or more series,  and, by filing a  certificate
pursuant to the applicable law of the State of Delaware,  to establish from time
to time the number of shares to be included in each such series,  and to fix the
designation,  powers,  preferences  and rights of the shares of each such series
and the qualifications,  limitations or restrictions  thereof.  The authority of
the Board with  respect to each  series  shall  include,  but not be limited to,
determination of the following:

     (a) The  number of shares  constituting  that  series  and the  distinctive
designation of that series;

     (b) The dividend rate on the shares of that series, whether dividends shall
be cumulative  and, if so, from which date or dates,  and the relative rights of
priority, if any, of payment of dividends on shares of that series;

     (c) Whether that series shall have voting rights, in addition to the voting
rights provided by law and, if so, the terms of such voting rights;

     (d) Whether that series shall have  conversion  privileges  and, if so, the
terms and conditions of such conversion,  including  provision for adjustment of
the conversion rate in such events as the Board of Directors shall determine;

     (e) Whether or not the shares of that series  shall be  redeemable  and, if
so, the terms and  conditions  of such  redemption,  including the date or dates
upon or after which they shall be redeemable and the amount per share payable in
case of  redemption,  which amount may vary under  different  conditions  and at
different redemption dates;

     (f) Whether  that series shall have a sinking  fund for the  redemption  or
purchase  of shares of that  series  and,  if so,  the terms and  amount of such
sinking fund; and

     (g) The rights of the shares of that  series in the event of  voluntary  or
involuntary liquidation,  dissolution or winding up of the Corporation,  and the
relative rights of priority, if any, of payment of shares of that series.


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                                    ARTICLE 5

     (a) The  business  and  affairs of the  Corporation  shall be managed by or
under the direction of the Board of Directors  and  elections of directors  need
not be by written ballot unless otherwise  provided in the Bylaws. The number of
directors which shall constitute the whole Board of Directors of the Corporation
shall be between  seven (7) and nine (9),  unless  changed by  amendment to this
Certificate of  Incorporation,  with such number being  initially fixed at seven
(7). The exact number of directors constituting the whole Board of Directors may
be  changed  from  time to time by the Board of  Directors,  within  the  limits
provided above, in accordance with the Bylaws of the Corporation.

     (b) At all  elections  of directors of the  Corporation,  each  stockholder
shall be entitled to as many votes as shall equal the number of votes which,  in
the absence of this provision (b), such stockholder  would have been entitled to
cast for the election of directors with respect to such stockholder's  shares of
stock,  multiplied by the number of directors to be elected by such stockholder.
Such  stockholder  may  cast all of such  votes  for a  single  director  or may
distribute them among the number to be voted for, or for any two or more of them
as such stockholder may see fit.

     (c) Meetings of the stockholders may be held within or without the State of
Delaware,  as the Bylaws may provide.  The books of the  Corporation may be kept
(subject to any provision  contained in the Delaware Statutes) outside the State
of  Delaware at such place or places as may be  designated  from time to time by
the Board of Directors or by the Bylaws of the Corporation.


                                   ARTICLE 6

     A  director  of this  Corporation  shall  not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  provided that this  provision  shall not eliminate or limit
the  liability  of a  director  (i) for any breach of his duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of the law, (iii)
under Section 174 of the General  Corporation  Law of the State of Delaware,  or
(iv) for any transaction  from which the director  derives an improper  personal
benefit.  If the General  Corporation  Law of the State of Delaware is hereafter
amended to  authorize  corporate  action  further  limiting or  eliminating  the
personal  liability of  directors,  then the  liability of the  directors of the
Corporation  shall be limited or eliminated to the fullest  extent  permitted by
the General Corporation Law of the State of Delaware, as so amended from time to
time. Any repeal or  modification  of this Article 6 by the  stockholders of the
Corporation  shall be  prospective  only,  and shall not  adversely  affect  any
limitation on the personal  liability of a director of the Corporation  existing
at the time of such repeal or modification.


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                                    ARTICLE 7

     This  Corporation  shall, to the maximum extent permitted from time to time
under the law of the State of Delaware, indemnify and upon request shall advance
expenses to any person who is or was a party or is threatened to be made a party
to any  threatened,  pending or completed  action,  suit,  proceeding  or claim,
whether civil, criminal,  administrative or investigative, by reason of the fact
that such  person is or was or has  agreed to be a  director  or officer of this
Corporation  or while a director  or officer is or was serving at the request of
this Corporation as a director,  officer, partner, trustee, employee or agent of
any  corporation,   partnership,  joint  venture,  trust  or  other  enterprise,
including  service  with respect to employee  benefit  plans,  against  expenses
(including  attorney's  fees and  expenses),  judgments,  fines,  penalties  and
amounts  paid in  settlement  incurred  in  connection  with the  investigation,
preparation  to defend or defense of such  action,  suit,  proceeding  or claim;
provided;  however,  that the foregoing  shall not require this  Corporation  to
indemnify or advance expenses to any person in connection with any action, suit,
proceeding, claim or counterclaim initiated by or on behalf of such person. Such
indemnification shall not be exclusive of other  indemnification  rights arising
under any by-law,  agreement, vote of directors or stockholders or otherwise and
shall  inure to the  benefit  of the  heirs and  legal  representatives  of such
person.  Any person  seeking  indemnification  under this Article Seven shall be
deemed to have met the  standard of conduct  required  for such  indemnification
unless the contrary  shall be  established.  Any repeal or  modification  of the
foregoing  provisions of this Article Seven shall not adversely affect any right
or protection of a director or officer of this  corporation  with respect to any
acts or omissions of such director or officer  occurring prior to such repeal or
modification.


                                   ARTICLE 8

     In furtherance  and not in limitation of the power conferred upon the Board
of Directors by law,  the Board of Directors of the  Corporation  shall have the
power  to make,  alter,  amend,  change,  add to or  repeal  the  Bylaws  of the
Corporation,  subject to the right of stockholders entitled to vote with respect
thereto to alter and repeal Bylaws made by the Board of Directors.


                                   ARTICLE 9

     Stockholders  of the  Corporation may not take action by written consent in
lieu of a meeting.  Any action contemplated by the stockholders must be taken at
a duly called annual or special meeting.


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                                  ARTICLE 10

     The Corporation  reserves the right to amend,  alter,  change or repeal any
provision  contained in this Certificate of Incorporation,  in the manner now or
hereafter  prescribed by statute,  and all rights  conferred  upon  stockholders
herein are granted subject to this reservation.


                                  ARTICLE 11

     The Corporation is to have perpetual existence."


IN WITNESS WHEREOF, Interplay Entertainment Corp. has caused this certificate to
be signed by the undersigned,  and the undersigned has executed this certificate
and does affirm the  foregoing as true under  penalty of perjury this ___ day of
May, 1998.


                                       /s/ Lisa A. Latham
                                       ---------------------------------------
                                       Lisa A. Latham, Secretary