SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

                                                Commission File Number   0-24363

         (Check one)

         [X] Form 10-K and Form 10-KSB     ____ Form 11-K    ___ Form 20-F

         ___ Form 10-Q and Form 10-QSB      ____ Form N-SAR

         For period ended             December 31, 2002
                          ---------------------------------------------

         ___ Transition Report on Form 10-K and Form 10-KSB

         ___ Transition Report on Form 20-F

         ___ Transition Report on Form 11-K

         ___ Transition Report on Form 10-Q and Form 10-QSB

         ___ Transition Report on Form N-SAR

         For the transition period ended ___________________________

         Read Attached Instruction Sheet Before Preparing Form. Please Print or
Type.

         Nothing in this form shall be  construed  to imply that the  Commission
has verified any information contained herein.

         If the  notification  relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:


PART I
                             REGISTRANT INFORMATION

      Full name of registrant   Interplay Entertainment Corp.
                              --------------------------------------------------

      Former name if applicable
                                ------------------------------------------------

      Address of principal executive office (Street and number) 16815 Von Karman
                                                                ----------------
      Avenue
      ------

      City, state and zip code   Irvine, California  92606
                               -------------------------------------------------


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                                    PART II
                             RULE 12B-25(B) AND (C)

         If the subject report could not be filed without unreasonable effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate.)

     |   (a)      The reasons described in reasonable detail in Part III of this
     |            form could not be eliminated  without  unreasonable  effort or
     |            expense;
     |
     |   (b)      The subject  annual  report,  semi-annual  report,  transition
     |            report on Form 10-K,  10-KSB,  20-F,  11 -K or Form N-SAR,  or
[X]  |            portion  thereof will be filed on or before the 15th  calendar
     |            day  following  the   prescribed  due  date;  or  the  subject
     |            quarterly report or transition report on Form 10-Q, 10-QSB, or
     |            portion  thereof will be filed on of before the fifth calendar
     |            day following the prescribed due date; and
     |
     |   (c)      The  accountant's  statement or other exhibit required by Rule
     |            12b-25(c) has been attached if applicable.

                                    PART III
                                    NARRATIVE

         State below in  reasonable  detail the  reasons why Form 10-K,  10-KSB,
11-K, 20-F, 10-Q,  10-QSB,  N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)

                  The  Registrant's  Form 10-K,  for the year ended December 31,
         2002,  could not be filed  within the  prescribed  time period  because
         certain  information  and  data  relating  to  and  necessary  for  the
         completion of the  Registrant's  financial  statements and management's
         discussion   and  analysis  of  financial   condition  and  results  of
         operations could not be obtained by registrant  within such time period
         without unreasonable effort or expense.


                                    PART IV
                                OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification.

       Phillip Adam                       (949)                  553-6655
- --------------------------------------------------------------------------------
          (Name)                       (Area Code)           (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) or the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).  [X] Yes [_] No

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?
[_] Yes [X] No

         If  so:  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.


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                          Interplay Entertainment Corp.
- --------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date   March 31, 2003      By    /s/ Phillip Adam
     ----------------          ----------------------------------------
                               Name:  Phillip Adam
                               Title:  President



                                    ATTENTION

     Intentional  misstatements or omissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001).


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