EXHIBIT 3.7

                            CERTIFICATE OF AMENDMENT
                                       TO
                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                          INTERPLAY ENTERTAINMENT CORP.

         The undersigned,  Herve Caen, the Chief Executive  Officer of Interplay
Entertainment Corp. (the "Corporation"), a corporation organized and existing by
virtue of the General Corporation Law (the "GCL") of the State of Delaware, does
hereby certify pursuant to Article 8 of the  Corporation's  Amended and Restated
Articles  of  Incorporation,  as amended,  and  Section 13 of the  Corporation's
Amended and Restated By-laws (the "By-laws") as to the following:

         1.       The name of the Corporation is Interplay  Entertainment  Corp.
The original  Certificate of Incorporation was filed with the Secretary of State
of the State of Delaware on February 27, 1998.

         2.       Section 3.9 of the By-laws is hereby  amended and  restated to
read in its entirety as follows:

         "3.9. NOTICE. It shall be reasonable and sufficient notice to
         a director to send notice by mail,  including  by  electronic
         mail at a director's last known  electronic  address provided
         by the  director  to the  corporation,  at least  forty-eight
         hours or by facsimile at least  twenty-four  hours before the
         meeting  addressed to him at his usual or last known business
         or  residence  facsimile  number or to give  notice to him in
         person or by telephone at least  twenty-four hours before the
         meeting.  Notice  of a  meeting  need  not  be  given  to any
         director  if a written  waiver  of  notice,  executed  by him
         before or after the meeting, is filed with the records of the
         meeting,  or to any director who attends the meeting  without
         protesting  prior thereto or at its  commencement the lack of
         notice to him.  Neither notice of a meeting nor a wavier of a
         notice need specify the purposes of the meeting."

         3.       The foregoing  amendment of the By-laws of the Corporation has
been duly adopted by the Corporation's Board of Directors in accordance with the
provisions of Section 109 and 141 of the GCL.

         IN WITNESS  WHEREOF,  the undersigned has executed this  Certificate of
Amendment to the By-laws as of the 9th day of March 2004.



                                               /S/  HERVE CAEN
                                            ------------------------
                                            Herve Caen
                                            Chief Executive Officer