UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


     Date of report (Date of earliest event reported):  SEPTEMBER 27 , 2004
                                                        ------------------------

                       INTERPLAY ENTERTAINMENT CORPORATION
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
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                 (State or Other Jurisdiction of Incorporation)

         0-24363                                          33-0102707
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(Commission File Number)                       (IRS Employer Identification No.)


1682 LANGLEY AVENUE, IRVINE, CALIFORNIA                      92619
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Address of Principal Executive Offices)                   (Zip Code)

                                 (310) 432 1958
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              (Registrant's Telephone Number, Including Area Code)

                                       N/A
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          (Former Name or Former Address, if Changed Since Last Report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))





ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
           STANDARD; TRANSFER OF LISTING.


On September 27, 2004, the Company  received a letter from NASDAQ  relating to a
hearing  regarding the eligibility of the Company's  securities for quotation on
the OTC Bulletin  Board  ("OTCBB") and  providing  formal notice of a telephonic
hearing  on  October  14,  2004 when the Panel  authorized  by the NASD Board of
Governors  will  determine  whether the  Company's  securities  are eligible for
quotation on the OTCBB pursuant to the requirements of NASD Rules 6530 and 6540.
The trading  symbol for the  Company's  common  stock on the OTCBB is  currently
"IPLYE", so that the Company's common stock will be ineligible for quotation and
subject to removal from the OTCBB if the NASD does not receive  information that
the  Company is current in its public  reporting  obligations  pursuant  to NASD
Rules 6530 and 6540.  The Company  failed to file its 10-Q for the period  ended
June 30, 2004 within the  prescribed  time period and thirty  calendar day grace
period but the Company has determined to file the report prior to the hearing on
October 14, 2004.





                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                       INTERPLAY ENTERTAINMENT CORPORATION



Dated:  September 30, 2004             By:     /S/HERVE CAEN
                                          --------------------------------------
                                           Herve Caen
                                           Chief Executive Officer and Interim
                                           Chief Financial Officer