EXHIBIT 14.1

                       CODE OF BUSINESS CONDUCT AND ETHICS

                  INTERPLAY  ENTERTAINMENT  CORP.  ("INTERPLAY") is proud of its
history and  commitment to deliver some of the most exciting  video games in the
industry.  INTERPLAY  is also  proud  of its  many  employees  who  help to make
INTERPLAY both a competitive force in the market and an enjoyable workplace.  It
is our company  policy to maintain the highest  ethical and business  practices.
The following is our Code of Business Conduct and Ethics (the "CODE"), which all
employees of INTERPLAY and its subsidiaries are required to abide by:

CORE  INTEGRITY  AND FAIR  DEALING.  We are  expected  to be honest  and fair in
dealing with each other, with our customers, vendors, stockholders,  competitors
and all other  third  parties.  Our  actions  must be free from  discrimination,
libel,  slander or harassment.  Each person must be accorded equal  opportunity,
regardless  of age,  race,  sex,  sexual  preference,  color,  creed,  religion,
national origin, marital status, veteran's status, handicap or disability.  Each
of us is expected to:

         o        Demonstrate  a  commitment  to  integrity  and  quality in the
                  carrying  out of  one's  duties  and  responsibilities  within
                  INTERPLAY.

         o        Conduct  business with honesty and in full compliance with the
                  laws and regulations of each area in which we do business.

         o        Treat  fellow   employees  and  customers  with  fairness  and
                  respect.

OBSERVANCE  OF  ALL  APPLICABLE  LAWS.  INTERPLAY's  ethical  standards  require
adherence  with the laws of every  state and  country  in which we do  business.
Interplay  expects each of our employees to conduct their  personal and business
dealings in accordance with the letter,  spirit, and intent of all relevant laws
and regulations.  Employees must not engage in any form of illegal, dishonest or
unethical conduct. Violations of this policy will not be tolerated at INTERPLAY.
A violation of this policy will result in necessary corrective action, including
possible dismissal.

NO CONFLICT OF INTEREST.  INTERPLAY's  business is  dependent  upon the public's
continued  trust and  confidence.  It is important  to us to recognize  that the
appearance  of a conflict  of interest  may be just as  damaging to  INTERPLAY's
business and reputation as a real conflict. Therefore, without the prior consent
of our Board of Directors:

         o        No  employee  while  employed  by  INTERPLAY  may  work  as an
                  employee or director of a direct INTERPLAY competitor.


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         o        No  employee  may own a financial  interest  in any  INTERPLAY
                  customer,  supplier or  competitor  that might  cause  divided
                  loyalty or even the appearance of divided loyalty except where
                  such  financial  interest  is less  than  1% of  such  entity.
                  Whether there is a financial conflict of interest depends upon
                  many  factors,  including:  whether  he or she  can  influence
                  INTERPLAY  decisions  that  might  affect  personal  financial
                  interests,  the size of the investment and financial needs and
                  the nature and extent of the  competition or the  relationship
                  between INTERPLAY and the other entity.

         o        No employee may conduct  INTERPLAY  business  with a member of
                  his or her family, or with a business  organization with which
                  the  employee  or the  employee's  family  has an  association
                  without first notifying the Legal Department.

         o        No employee  may  personally  take  advantage  of or otherwise
                  divert a  business  opportunity  that  rightfully  belongs  to
                  INTERPLAY.  Neither may any INTERPLAY employee derive personal
                  profit,  gain  or  advantage  (other  than  compensation  from
                  INTERPLAY) as a result of any transaction undertaken on behalf
                  of INTERPLAY.

         o        No employee may perform  outside work or solicit such business
                  on  INTERPLAY  premises or while  working on  INTERPLAY  time,
                  including  time  you are  given  with pay to  handle  personal
                  matters.

Each employee must promptly  disclose actual or potential  conflicts of interest
to the General Counsel or attorneys in the legal department in writing.

NO BRIBES OR KICKBACKS.  No bribes,  kickbacks, or other similar remuneration or
consideration  shall be given to or accepted from any person or  organization in
order to attract  business.  Anyone who pays or receives bribes or kickbacks may
be immediately  terminated and may be reported to the  appropriate  authorities.
Employees  may  accept  common  courtesies  usually  associated  with  customary
business practices and not in violation of any law or regulation. In particular,
employees  shall  neither  seek nor accept for  themselves  or others any gifts,
favors or  entertainment  without a  legitimate  business  purpose,  nor seek or
accept  loans  (other  than  conventional  loans at market  rates  from  lending
institutions) from any person or business  organization that does or seeks to do
business with, or is a competitor of, INTERPLAY.
It is also never permissible to accept a gift in cash or cash equivalents (e.g.,
stocks or other forms of marketable securities) of any amount.

NO UNATHORIZED  PAYMENTS OR GIFTS.  Gifts, favors and entertainment may be given
to  others  at  INTERPLAY's  expense  only if  they  meet  all of the  following
criteria:

         o        They  are  in  compliance   with   INTERPLAY's   policies  and
                  procedures for travel and entertainment expense reimbursement;


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         o        They are customary and standard  business  practice within the
                  video game industry; and

         o        They are not in violation of any applicable law or regulation.

STRICT  ADHERENCE TO INSIDER  TRADING  POLICY.  Employees shall not use material
nonpublic   information  obtained  while  in  INTERPLAY  employment   (including
information  about the financial  results of INTERPLAY,  distribution  partners,
customers,  suppliers or competitors) for the personal profit of the Employee or
anyone else.  This  includes,  but is not limited to,  taking  advantage of such
information  by  trading  or  providing  information  for  others  to  trade  in
INTERPLAY's  stock.  This policy is explained in further  detail in  INTERPLAY'S
"Procedures and Guidelines Governing Insider Trading and Tipping" pamphlet which
is given to each employee.

SPECIAL ETHICAL  CONSIDERATIONS.  It is essential that our financial  statements
and  records,  including  all  filings  with the U.S.  Securities  and  Exchange
Commission,  be  accurate  and timely.  In addition to adhering to the  Employee
Handbook  policies,  the policies of our  "Procedures  and Guidelines  Governing
Insider Trading and Tipping" and the other policies and guidelines in this Code,
members  of our  accounting  team,  the Chief  Financial  Officer  and the Chief
Executive Officer must take special care to follow the guidelines of the Code at
all  times  and to  instill  ethical  conduct  within  their  organizations.  In
particular,  these  senior  officers  and  financial  persons  must ensure their
conduct is honest and ethical, that they act in the best interests of INTERPLAY,
its  stockholders  and the wider  community  of  responsible  citizenry to which
INTERPLAY  belongs.  These persons  should abide by this guideline by constantly
ensuring that all public  disclosure  requirements be full,  fair,  accurate and
timely  disclosures,  and that they  comply with all other  applicable  laws and
regulations. All accounts and records shall be documented in a manner that:

         o        Accurately   describes  and  identifies  the  true  nature  of
                  business transactions, assets, liabilities or equity.

         o        Properly  and timely  classifies  and  records  entries on the
                  books  of  account  in  conformity  with  generally   accepted
                  accounting principles.

         o        No  record,  entry  or  document  shall be  false,  distorted,
                  misleading,    misdirected,    deliberately    incomplete   or
                  suppressed.

REPORTING ETHICAL AND CONDUCT VIOLATIONS.  Your individual action matters to the
well being of  INTERPLAY.  Each  employee  can  reinforce  an ethical  corporate
culture and influence the conduct of fellow employees.  If you believe there has
been a  violation  of this  Code,  you have a  responsibility  to report  it. In
particular,  employees who are aware of false documents or information  provided
to INTERPLAY,  the  management  team or the  accounting  team shall  immediately
report this belief to our Human  Resources  in person,  by letter  addressed


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to Attn: Director of Human Resources,  Interplay  Entertainment Corp., 16815 Von
Karman Ave., Irvine, CA 92606 or by email at HR@interplay.com.

If you feel uncomfortable speaking with members of Human Resources or if you are
still  concerned  after  speaking  with them,  you may contact  Human  Resources
anonymously by email or the Legal Department, anonymously or otherwise, at (949)
553-6655  or  LEGAL@INTERPLAY.COM.  You may also  send a letter,  with  relevant
documentation,  to INTERPLAY,  Attn: Counsel,  16815 Von Karman Ave., Irvine, CA
92606.  PLEASE BE AWARE THAT  INTERPLAY  EMPLOYEE  EMAIL  ACCOUNTS HAVE EMPLOYEE
NAMES IN THEM. IF YOU WANT TO MAKE AN ANONYMOUS  REPORT BY SENDING AN EMAIL,  WE
SUGGEST YOU USE A  NON-IDENTIFIABLE  PRIVATE  EMAIL  ACCOUNT  FROM WHICH TO SEND
FROM.

Your  calls  and  letters  will be  dealt  with  confidentially.  IT IS  AGAINST
INTERPLAY'S  COMPANY POLICY TO RETALIATE AGAINST ANY INDIVIDUAL FOR REPORTING OF
ILLEGAL OR  UNETHICAL  CONDUCT.  IT IS  FURTHER  AGAINST  THE LAWS TO  RETALIATE
AGAINST ANY EMPLOYEE FOR REPORTING A VIOLATION OF FEDERAL LAWS.

DISTRIBUTION.  This Code,  together with the "Employee  Handbook"  which contain
more specific standards of conduct as an INTERPLAY employee,  the "Software Code
of Ethics" and the  "Procedures  and Guidelines  Governing  Insider  Trading and
Tipping" pamphlet, shall be distributed by our Human Resources to every employee
of INTERPLAY and shall  constitute  INTERPLAY's  company policies on conduct and
ethics.  Each  employee is expected to certify  that they will abide by it while
they are affiliated with INTERPLAY.




EXHIBIT A- Certification of Employee:

         I certify that I have  received a copy of the Code of Business  Conduct
and Ethics ("Code") of Interplay  Entertainment Corp.  ("Interplay").  I further
acknowledge  that I have had the opportunity to ask and have all questions I may
have  regarding the Code  answered by Interplay.  I hereby agree to abide by the
Code for the duration of my employment with Interplay.


                                            ------------------------------
                                            [Name of Employee]

                                            ------------------------------
                                            [Job Title]


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