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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                                                 SEC FILE NUMBER
                                                                         0-24363
                                                                 ---------------
                                                                    CUSIP NUMBER
                                                                       460615107
                                                                 ---------------


(CHECK ONE):|_| Form 10-K  |_| Form 20-F  |_| Form 11-K  |X| Form 10-Q
            |_| Form N-SAR |_| Form N-CSR

For Period Ended:          SEPTEMBER 30, 2005
                   ----------------------------------

[ ]  Transition Report on Form 10-K
[ ]  Transition Report on Form 20-F
[ ]  Transition Report on Form 11-K
[ ]  Transition Report on Form 10-Q
[ ]  Transition Report on Form N-SAR

For the Transition Period Ended:
                                ------------------------------

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

                          INTERPLAY ENTERTAINMENT CORP.
- --------------------------------------------------------------------------------
                            Full Name of Registrant

                                      N/A
- --------------------------------------------------------------------------------
                           Former Name if Applicable

                              1682 Langley Avenue
- --------------------------------------------------------------------------------
           Address of Principal Executive Officer (STREET AND NUMBER)

                                Irvine, CA 93012
- --------------------------------------------------------------------------------
                            City, State and Zip Code

================================================================================





                       PART II - RULES 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,  Form 20-F,  11-K,
            |X|  |           Form N-SAR or Form N-CSR, or portion thereof,  will
                 |           be filed on or before the  fifteenth  calendar  day
                 |           following the  prescribed  due date; or the subject
                 |           quarterly report or transition report on Form 10-Q,
                 |           or portion thereof,  will be filed on or 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 why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the  transition  report or  portion  thereof,  could not be filed  within the
prescribed time period.

         The Registrant's Form 10-Q for the quarter ended September 30,
         2005,  could not be filed  within the  prescribed  time period
         because certain information and data relating to and necessary
         for the  accurate  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.


         HERVE CAEN                       (310)                   432-1958
- ------------------------------    ----------------------    --------------------
           (Name)                     (Area Code)            (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of 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 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?

|X| Yes |_| 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.

         Significant non cash deferred revenue of  approximately  $3.7M
         has  been  recognized  as  revenue  during  the  period  as  a
         consequence of a major distribution agreement reaching the end
         of its term during the period.

                          INTERPLAY ENTERTAINMENT CORP.
- --------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date     NOVEMBER 14, 2005                   By /S/ HERVE CAEN
    --------------------------------            --------------------------
                                                Herve Caen
                                                Chief Executive Officer and
                                                Interim Chief Financial Officer