UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A

AMENDMENT NO. 1
TO THE ANNUAL REPORT ON FORM 10-K FILED BY
INTERPLAY ENTERTAINMENT CORP. ON APRIL 12, 2007

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 0-24363

INTERPLAY ENTERTAINMENT CORP.
(Exact name of the registrant as specified in its charter)

DELAWARE 33-0102707
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

100 N. CRESCENT DRIVE, BEVERLY HILLS, CALIFORNIA 90210
(Address of principal executive offices)

(310) 432-1958
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act:

COMMON STOCK, $0.001 PAR VALUE

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act Yes [ ] No [X].

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X].

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [x]
Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [ ] No [x].

As of December 29, 2006, the aggregate market value of voting common stock held
by non-affiliates was approximately $6,000,000 based upon the closing price of
the Common Stock on that date.

Documents incorporated by reference

None

As of December 29, 2006, 103,855,634 shares of Common Stock of the Registrant
were issued and outstanding. This includes 4,658,216 shares of Treasury Stock.

AMENDMENT NO. 1
TO THE ANNUAL REPORT ON FORM 10-K FILED BY
INTERPLAY ENTERTAINMENT CORP. ON APRIL 12, 2007

The following Items comprising Part III were omitted from the Annual
Report on Form 10-K filed by Interplay Entertainment Corp. (which we will refer
to as "we," "us," or "our" in this Amendment) on April 12, 2007 (the "Form
10-K"), as permitted by rules and regulations promulgated by the U.S. Securities
Exchange Commission (the "SEC"). Part III of that Form 10-K is hereby amended
and restated to insert those Items as set forth herein (which information was
previously included in our preliminary proxy statement and has been included
herein without update except for the ages for the relevant persons and Luc
Vanhal is no longer a nominee). All capitalized terms used herein but not
defined shall have the meanings ascribed to them in the Form 10-K.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

SUMMARY INFORMATION CONCERNING DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN
SIGNIFICANT EMPLOYEES

The following table sets forth certain information regarding our
directors and executive officers and their ages as of May 10, 2007:

DIRECTORS AGE PRESENT POSITION
--------- --- ----------------

Herve Caen 46 Chairman of the Board of Directors,
Chief Executive Officer and Interim
Chief Financial Officer
Eric Caen 42 Director
Michel Welter (1)(2)(3) 49 Director

(1) Member of the Audit Committee of the Board of Directors.
(2) Member of the Compensation Committee of the Board of Directors.
(3) Member of the Independent Committee of the Board of Directors.

Herve Caen and Eric Caen are brothers. There are no other family
relationships between any director and/or any executive officer. The Board of
Directors has determined that there are no other significant employees for
purposes of this Item 10.

BACKGROUND INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS

HERVE CAEN has been our Chief Executive Officer since 2002. Mr. Caen
was appointed interim Chief Financial Officer in January 2002 and currently
serves as our Chief Executive Officer and interim Chief Financial Officer. Mr.
Caen has served as Chairman of our Board of Directors since 2001. Mr. Caen
joined us as President and Director in 1999. Mr. Caen served as Chairman of the
Board of Directors of Titus Interactive, an interactive entertainment software
company between 1991 and 2005. Mr. Caen also held various executive positions
within the Titus group between 1985 and 2005.

ERIC CAEN has served as a director since 1999. He is the Chief
Executive Officer of Glow Entertainment Group. a video rental and video on
demand provider operating in France and Germany. He was a Director of Titus
Interactive S.A., an interactive entertainment software company between 1991 and
2005. Mr. Caen also held various executive positions within the Titus group
between 1985 and 2005.

MICHEL WELTER has served as a director since 2001, and has been the
sole independent director since 2004. He has been involved in the trading and
exploitation of animated TV series through his company Weltertainment since
2002. From 2000 to 2001 he served as President of CineGroupe International, a
Canadian company, which develops, produces and distributes animated television
series and movies. From 1990 to the end of 2000, Mr. Welter served as President
of Saban Enterprises where he launched the international merchandising for the
hit series "Power Rangers" and was in charge of international business
development where he put together numerous co-productions with companies in
Europe and Asia.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our executive officers, directors, and persons who own more than 10% of
a registered class of our equity securities to file reports of ownership and
changes in ownership with the SEC. Executive officers, directors and greater
than 10% stockholders are required by SEC rules and regulations to furnish us
with all Section 16(a) forms they file. Based solely on our review of the copies
of the forms received by us and representations from certain reporting persons
that they have complied with the relevant filing requirements, we believe that,
during the year ended December 31, 2006, all our executive officers, directors
and greater than 10% stockholders complied with all Section 16(a) filing
requirements.

AUDIT COMMITTEE INDEPENDENCE AND AUDIT COMMITTEE FINANCIAL EXPERT.

The Audit Committee currently consists of Michel Welter. The Board has
determined that there is no "audit committee financial expert", as that term is
defined in Section 407 of the Sarbanes-Oxley Act of 2002 and pursuant to the
rules and regulations of the SEC. The Board determined that Mr. Welter is,
"independent", as that term is defined under the rules of the National
Association of Securities Dealers, Inc.

CODE OF ETHICS

We have adopted a Code of Ethics for all of our employees, including
our principal executive officer, principal financial officer, principal
accounting officer or controller and any person performing similar functions.
The Code of Ethics was filed as an exhibit to the Amendment No. 1 to the 10-K
for the period ended December 31, 2003.

ITEM 11. EXECUTIVE COMPENSATION

ELEMENTS OF COMPENSATION

The elements of compensation that may be paid to our officers include
base salary and equity compensation.

Base Salaries. We generally negotiate base salaries at a level
necessary to attract and retain the talent we need to execute our plans. The
Committee considers such factors as its subjective assessment of the executive's
scope of responsibility, level of experience, individual performance, and past
and potential contribution to our business. From time to time the Committee will
seek market data compiled by compensation consultants, but generally does not
rely on such data.

The Committee determines base salaries for officers, including the
Named Executive Officer, early each year. For officers other than himself, the
CEO proposes any change in base salary based on:

o his evaluation of individual performance and expected future
contributions;

o the general development of our business;

o a review of survey data when deemed necessary, and

o comparison of the base salaries of the officers who report
directly to the CEO to provide for internal equity.

Annual Cash Bonuses. The Committee has exclusive discretion to award
bonuses to our officers, including our Named Executive Officer, as an incentive
for employee productivity and effectiveness over the course of each fiscal year.
The CEO recommends executive bonuses to the Committee. The Committee decides
based on achievement of performance objectives and a subjective analysis of the
executive's level of responsibility. The Compensation Committee also considers
other types and amounts of compensation that may be paid to the executive.

The Committee determines bonuses in part based on our achievement of
corporate goals such as revenue and net income results versus the prior year and
our performance relative to our industry, as well as the performance of the
individual against preset personal objectives.

Bonuses to Named Executive Officer. Annual bonuses for executives and
other key employees are tied directly to the company's financial performance as
well as individual performance. The purpose of annual cash bonuses is to reward
executives for achievements of corporate, financial and operational goals.
Annual cash bonuses are intended to reward the achievement of outstanding
performance. If certain objective and subjective performance goals are not met,
annual bonuses are reduced or not paid. No Bonus was paid to any employee in
fiscal year 2006, including the Named Executive Officer.

Equity Compensation. The Committee believes that long-term equity
incentive awards serve to align the interests of the officers with the interests
of our stockholders. During 2006 and 2007, we have had a single active stock
plan in place for employees, officers and directors, our 1997 Plan.

The purpose of the 1997 Plan is to create an opportunity for executives
and other key employees to share in the enhancement of stockholder value through
stock options. The overall goal of this component of pay is to create a strong
link between our management and our stockholders through management stock
ownership and the achievement of specific corporate financial measures that
result in the appreciation of our share price. The Compensation Committee
generally has followed the practice of granting options on terms that provide
that the options become exercisable in installments over a two to five year
period. The Compensation Committee believes that this feature not only provides
an employee retention factor but also makes longer-term growth in share prices
important for those receiving options.

Stock options were granted to our officers in 2006. The Compensation
Committee continues to review the desirability of issuing stock options to our
officers in any given fiscal year to provide incentives in connection with our
corporate objectives. Stock options become valuable if the price of our common
stock rises after we grant the options. The Committee sets the exercise price of
a stock option on the date of grant at fair market value, which is generally the
closing price of our common stock on the over-the-counter market bulletin board
on that date. Under the 1997 Plan, we may not grant stock options having an
exercise price below fair market value of our common stock on the date of grant.
To encourage retention by providing a long-term incentive, the ability to
exercise an option may vest over a period of three or five years. We do not
backdate options or grant options retroactively.

Awards in 2006. During fiscal year 2006, the Board of Directors granted
to the Named Executive Officer 6,100,000 warrants to purchase the Company's
common stock at an immediately exercisable exercise price of $.0279 per share
(average closing price over ten days prior to the resolution authorizing the
issuance of the warrants). The warrants were issued based upon a reduction of
the Named Executive Officer's current salary and conversion of prior years'
accrued and unpaid salary to a conditional demand note. In addition, the Board
of Directors granted to the Named Executive Officer 20,000 options at the same
exercise price vesting immediately as directors' fees.

Change in Control Arrangements. The 1997 Plan provides that, if we have
a change in control, options vest immediately unless the surviving company
assumes the options. We provide this change in control right to help us compete
with larger, better capitalized video game companies in attracting employees. We
recognize the importance to us and our stockholders of avoiding the distraction
and loss of key management personnel that may occur in connection with rumored
or actual fundamental corporate changes. All of the warrants and options held by
the Named Executive Officer have already vested.

Perquisites. No perquisites are provided to our officers.

Benefits. Our officers, including the Named Executive Officer,
participate in a variety of health and welfare, and paid time-off benefits
designed to enable us to attract and retain our workforce in a competitive
marketplace.

POLICY UNDER SECTION 162(M) OF THE INTERNAL REVENUE CODE. We have not
formulated a policy for qualifying compensation paid to executive officers for
deductibility under Section 162(m) of the Internal Revenue Code, and do not
foresee the necessity of doing so in the near future. Should limitations on the
deductibility of compensation become a material issue, the Compensation
Committee will determine whether such a policy should be implemented, either in
general or with respect to specific transactions.

SUMMARY COMPENSATION

The following table summarizes the compensation of the Named Executive
Officer for the fiscal year ended December 31, 2006. The Named Executive Officer
is the Chief Executive Officer and Interim Chief Financial Officer. There are no
other executive officers of the Company.

STOCK OPTION ALL OTHER
SALARY BONUS AWARDS AWARDS COMPENSATION TOTAL
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) ($) ($)
- ---------------------------------- -------------- -------- -------- -------- --------- ------------ --------

Herve Caen 2006 (1)(2)(3) 407,500 -- -- -- 15,000 422,500
Chief Executive Officer and
Interim Chief Financial Officer

(1) In October 2006, our Compensation Committee approved a reduction in
Mr. Caen's annual base salary from $460,000 as Chief Executive Officer
and Interim Chief Financial Officer to $250,000 per annum through
September 2007.

(2) Although $407,500 was accrued only $249,167 was paid to Mr. Caen.

(3) $15,000 was accrued as director's fees but was not paid.

GRANTS OF PLAN BASED AWARDS
FOR FISCAL YEAR ENDED
DECEMBER 31, 2006

The following table provides information on stock options and warrants
granted in 2006 to our Named Executive Officer. By providing the Grant Date Fair
Value of Awards in the table we do not imply any assurance that such values will
ever be realized.

ALL OTHER
ALL OTHER OPTION AND
STOCK AWARDS: WARRANT AWARDS: EXERCISE OR
NUMBER OF NUMBER OF BASE PRICE OF CLOSING GRANT DATE
SHARES OF SECURITIES OPTION AND PRICE ON FAIR VALUE
STOCK OR UNDERLYING WARRANT GRANT OF
GRANT APPROVAL UNITS OPTIONS AWARDS DATE AWARDS
NAME DATE DATE (#) (#) ($/SH) ($/SH) ($(1)
- -----------------------------------------------------------------------------------------------------------------------------

Herve Caen (1) 10/02/2006 10/02/2006 -- 6,100,000 $ .0279 $ .0279 $20,000
Herve Caen (1) 10/02/2006 10/02/2006 -- 20,000 $ .0279 $ .0279 --

(1) During fiscal year 2006, the Board of Directors granted to the Named
Executive Officer 6,100,000 warrants to purchase the Company's common
stock at an immediately exercisable exercise price of $.0279 per share
(average closing price over ten days prior to the resolution
authorizing the issuance of the warrants). The warrants were issued
based upon a reduction of the Named Executive Officer's current salary
and conversion of prior years' accrued and unpaid salary to a
conditional demand note. In addition, the Board of Directors granted
to the Named Executive Officer 20,000 options at the same exercise
price vesting immediately as directors' fees.

OUTSTANDING EQUITY AWARDS
AT FISCAL YEAR-END
DECEMBER 31, 2006

The following table shows the number of shares covered by exercisable and
unexercisable options and warrants held by our Named Executive Officer on
December 31 2006. No other equity awards have been made to our Named Executive
Officer.

-------------------------------------------------------------
NUMBER OF NUMBER OF
SECURITIES SECURITIES
UNDERLYING UNDERLYING
UNEXERCISED UNEXERCISED OPTION OR OPTION OR
OPTIONS OR OPTIONS OR WARRANT WARRANT
WARRANTS WARRANTS EXERCISE EXPIRATION
EXERCISABLE UNEXERCISABLE PRICE($) DATE
-------------------------------------------------------------

Herve Caen 6,120,000 -- (1)(2)(3) .0279 10/02/2016

(1) 100% of the securities vested on October 02, 2006.

(2) Pricing was determined over an average closing price over ten days
subsequent to the resolution authorizing the issuance of the options
and warrants to the Named Executive Officer.

(3) he 6,100,000 warrants were issued to the officer to reduce his
compensation and to convert a portion of his unpaid compensation Tnto
a conditional demand note. The 20,000 options were granted as
directors' fees.

OPTION EXERCISES AND STOCK VESTED AS OF
FISCAL YEAR-END DECEMBER 31, 2006

The table below shows the number of shares of our common stock acquired by the
Named Executive Officer during 2006 on the exercise of options and warrants. No
stock awards to the Named Executive Officer vested in 2006.

OPTION AWARDS
---------------------------------------------
NUMBER OF SHARES VALUE REALIZED
ACQUIRED ON EXERCISE ON EXERCISE
NAME (#) ($)
- --------------- ------------------------ -----------------

Herve Caen 0 0

2006 DIRECTOR COMPENSATION

The chart below summarizes remuneration paid to non-employee directors
during 2006 in the form of cash or stock option awards or warrants. The value
shown for stock options or warrants is the dollar amount we recognized for
financial statement reporting purposes in 2006 in accordance with FAS 123R.

FEES EARNED OR WARRANTS OR ALL OTHER
PAID IN CASH OPTION AWARDS COMPENSATION TOTAL
NAME ($) ($) ($) ($)
- ----------------- ---------------- ------------------ ---------------- -----------

Eric Caen 15,000 1,000 -- 16,000
Michel Welter (1) 26,250 1,000 -- 27,250

(1) Included in the fees earned by Michel Welter are compensation for his
services on the Audit, Compensation and Independent Committees.

EMPLOYMENT AGREEMENTS

Mr. Herve Caen currently serves as our Chief Executive Officer and
interim Chief Financial Officer. We previously entered into an employment
agreement with Mr. Herve Caen for a term of three years through November 2002,
pursuant to which he currently serves as our Chairman of the Board of Directors
and Chief Executive Officer. The employment agreement provided for an annual
base salary of $250,000, with such annual raises as may be approved by the Board
of Directors, plus annual bonuses at the discretion of the Board of Directors.
Mr. Caen is also entitled to participate in the incentive compensation and other
employee benefit plans established by us from time to time. In March 2003, our
Compensation Committee approved an annual base salary increase for Mr. Caen from
$250,000 to $360,000. The Compensation Committee is currently negotiating a new
employment agreement with Mr. Caen.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee currently consists of Michel Welter. During
2005, decisions regarding executive compensation were made by our Compensation
Committee. Neither of the current 2005 member of our Compensation Committee nor
any of our 2005 executive officer or directors had a relationship that would
constitute an interlocking relationship with executive officers and directors of
another entity.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The following is the Report of the Compensation Committee describing
the compensation policies applicable to the Company's executive officers. This
information shall not be deemed to be "soliciting material" or to be "filed"
with the SEC nor shall this information be incorporated by reference into any
future filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent that the company
specifically incorporates it by reference into a filing.

ELEMENTS OF COMPENSATION

The elements of compensation that may be paid to our officers include
base salary and equity compensation.

The Committee determines base salaries for officers, including the
Named Executive Officer, early each year. For officers other than himself, the
CEO proposes any change in base salary based on:

o his evaluation of individual performance and expected future
contributions;

o the general development of our business;

o a review of survey data when deemed necessary, and

o comparison of the base salaries of the officers who report
directly to the CEO to provide for internal equity.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN INFORMATION

WHENEVER WE USE A GENERAL STATEMENT TO INCORPORATE THIS PROXY STATEMENT BY
REFERENCE INTO ANOTHER OF OUR DOCUMENTS FILED WITH THE SEC, THE FOLLOWING TABLE
IS EXCLUDED. THE FOLLOWING TABLE WILL NOT BE DEEMED FILED UNDER THE SECURITIES
ACT OR THE EXCHANGE ACT UNLESS WE EXPLICITLY INCORPORATE IT BY REFERENCE IN SUCH
A FILING.

The following table summarizes information about the options and other
equity compensation under our equity plans as of the close of business on
December 31, 2006.

Number of securities
Number of securities to remaining available for
be issued upon exercise future issuance under equity
of outstanding options, Weighted average compensation plans
warrants and rights exercise price (excluding securities
Plan Category (#) ($) reflected in column (a)) (#)
- --------------------------------------------------- ----------------- --------------------------
(a) (b) (c)

Equity compensation plans
approved by security 2,660,000 (1) 0.052 7,340,000
holders

Equity compensation
plans not approved by 7,330,398 (2) 0.38 --
security holders
------------------------ --------------------------
Total 9,990,298 7,340,000
======================== ==========================

(1) The Company has one stock option plan currently outstanding. Under the
1997 Stock Incentive Plan, as amended (the "1997 Plan"), the Company
may grant options to its employees, consultants and directors, which
generally vest from three to five years. At the Company's 2002 annual
stockholders' meeting, its stockholders voted to approve an amendment
to the 1997 Plan to increase the number of authorized shares of common
stock available for issuance under the 1997 Plan from four million to
10 million. The Company's Incentive Stock Option, Nonqualified Stock
Option and Restricted Stock Purchase Plan- 1991, as amended (the "1991
Plan"), and the Company's Incentive Stock Option and Nonqualified
Stock Option Plan-1994, as amended, (the "1994 Plan"), have been
terminated.

(2) During fiscal year 2006, the Board of Directors granted to the Named
Executive Officer 6,100,000 warrants to purchase the (ompany's common
stock at an immediately exercisable exercise price of $.0279 per share
(average closing price over ten days Crior to the resolution
authorizing the issuance of the warrants). The warrants were issued
based upon a reduction of the Named pxecutive Officer's current salary
and conversion of prior years' accrued and unpaid salary to a
conditional demand note. 170,000 Earrants were issued to Mr. Welter
and 100,000 were issued to Eric Caen each at the same exercise price
as the Named Executive wfficer. The remaining 960,298 warrants were
issued in prior years to persons not currently affiliated with us.

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table shows, as of March 31, 2007 information concerning
the shares of common stock beneficially owned by each person known by Interplay
to be the beneficial owner of more than 5% of our Common Stock (other than
directors, executive officers and depositaries). This information is based on
publicly available information filed with the SEC as of the Record Date.

SHARES PERCENT OF
NAME AND ADDRESS BENEFICIALLY OWNED CLASS (1)
- ---------------------------- -------------------- ----------

Titus Interactive SA 58,426,293 56.3%
Parc de l' Esplanade
12, rue Enrico Fermi
St-Thibault-des-Vignes
77462 Lagny-sur-Marne Cedex
France

(1) Based on 103,855,634 shares of common stock outstanding as of March
31, 2007. Under Rule 13d-3 of the Securities Exchange Act of 1934,
certain shares may be deemed to be beneficially owned by more than one
person (if, for example, a person shares the power to vote or the
power to dispose of the shares). As a result, the percentage of
outstanding shares of any person as shown in this table does not
necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of Common Stock actually outstanding
at the Record Date.

(2) Titus Interactive SA is currently in involuntary bankruptcy in France
and its shares of Interplay may be sold and a change of control of
Interplay may result.

The following table shows, as of March 31, 2007, information with
respect to the shares of Common Stock beneficially owned by (1) each director
and director nominee, (2) each person (other than a person who is also a
director or a director nominee) who is an executive officer named in the Summary
Compensation Table below, and (3) all executive officers and directors as a
group.

SHARES BENEFICIALLY OWNED
-----------------------------------------------------------
SHARES SUBJECT TO
OPTIONS EXERCISABLE
SHARES OF COMMON ON OR BEFORE PERCENT OF
NAME(1) STOCK OWNED(2) MARCH 31, 2007(3) TOTAL CLASS(4)
- --------------------------- ------------------- --------------------- ----------- -----------

Herve Caen **(5) 8,681,306 6,120,000 14,801,306 14.2%
Eric Caen 30,001 170,000 200,001 *
Michel Welter 60,001 205,000 265,001 *

All current directors and
executive officers as a
group 8,771,308 6,495,000 15,266,308 14.7%

* Less than 1%.

** Current Director or Nominee

(1) The business address of each person named is c/o Interplay
Entertainment Corp., 100 N. Crescent Drive Suite 324, Beverly Hills,
California 90210.

(2) Pursuant to Rule 13d-3(a), includes all shares of common stock over
which the listed person has, directly or indirectly, through any
contract, arrangement, understanding, relationship, or otherwise,
voting power, which includes the power to vote, or to direct the
voting of, the shares, or investment power, which includes the power
to dispose, or to direct the disposition of, the shares. Interplay
believes that each individual or entity named has sole investment and
voting power with respect to shares of Common Stock indicated as
beneficially owned by him or her, subject to community property laws,
where applicable, except where otherwise noted. Restricted shares are
listed even when unvested and subject to forfeiture because the holder
has the power to vote the shares.

(3) In accordance with Rule 13d-3(d)(1) under the Securities Exchange Act
of 1934, each listed person is deemed the beneficial owner of shares
that the person has a right to acquire by exercise of a vested option
or other right on or before March 31, 2007 (60 days after the Record
Date).

(4) Based on 103,855,634 shares of Common Stock outstanding on the stock
records as of the March 31, 2007. The percentages are calculated in
accordance with Rule 13d-3(d)(1), which provides that shares not
outstanding that are subject to options, warrants, rights or
conversion privileges exercisable on or before March 31, 2007 (60 days
after the Record Date) are deemed outstanding for the purpose of
calculating the number and percentage that each person owns, but not
deemed outstanding for the purpose of calculating the percentage that
any other listed person owns.

(5) Includes 8,681,306 shares of our common stock held by Mrs. Solange
Caen, Herve Caen's spouse.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our operations involved in 2006 transactions with Titus Japan K.K.
("Titus Japan"), a subsidiary of Titus Interactive SA ("Titus"), our majority
stockholder. Titus Japan represented us as an agent in regards to certain sales
transactions in Japan. Mr. Herve Caen, our Chairman of the Board, Chief
Executive Officer and Interim Chief Financial Officer, and Mr. Eric Caen, were
directors of Titus, which is currently in involuntary bankruptcy in France.

As of December 31, 2006 the Company had a balance owed from Titus Japan
of $226,000. During the twelve months ending December 31, 2006 the Company's
Japanese subsidiary incurred to Titus Japan costs of approximately $106,000 in
commissions, publishing and staff services. The Company closed our Japanese
subsidiary during the 4th quarter of 2006.

The Independent Committee currently consists of Mr. Welter. The
Independent Committee reviews Related Persons transactions. Mr. Welter acted as
the Independent Committee once during fiscal year 2006.

REVIEW OF RELATED PERSON TRANSACTIONS

The Board of Directors has adopted a written Related Person Transaction
Policy, which requires the approval of the Independent Committee for all covered
transactions. The Policy applies to any transaction or series of transactions in
which Interplay or a subsidiary is a participant, the amount involved exceeds
$120,000 and a "Related Person" as defined in the Policy, including executive
officers, directors and their immediate family members, has a direct or indirect
material interest. Under the Policy, all Related Person Transactions must be
submitted to the Independent Committee for review, approval, ratification or
other action. Based on its consideration of all of the relevant facts and
circumstances, and full disclosure of the Related Person's interest in the
transaction, the Independent Committee will decide whether or not to approve the
transaction and will approve only those transactions that are in the best
interests of the Company.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table summarizes the aggregate fees for professional
services provided by Jeffrey S. Gilbert C.P.A. related to fiscal 2005 and fiscal
2006:

2005 2006
------------- --------------

Audit Fees(1) $ 59,000 51,500
Audit-related Fees(2) 0 4,500
Tax-related Fees(3) 0 12,500
All Other Fees(4) 2,500 1,000

(1) Both 2005 and 2006 Audit Fees include: (i) the audit of our
consolidated financial statements included in our Form 10-K and
services attendant to, or required by, statute or regulation; (ii)
reviews of the interim condensed consolidated financial statements
included in our quarterly reports on Form 10-Q for 2006 (2005
quarterly reports were prepared by Rose Snyder and Jacobs C.P.A);
(iii) other services related to SEC fillings; and (iv) associated
expense reimbursements.

(2) Audit-related Fees were for the audit of our employee benefit plan.

(3) Tax related fees were for tax preparation for Federal and California
Franchise tax returns for the 2004 and 2005 tax years.

(4) All Other Fees were for consents for SEC filings.

The increased audit fees related to fiscal year 2006 primarily result
from additional services provided for additional contracts and involuntary
bankruptcy analysis, these services were related to the preparation of financial
statements for fiscal year 2006.

The Audit Committee administers Interplay's engagement of Jeffrey S.
Gilbert C.P.A. and pre-approves all audit and permissible non-audit services on
a case-by-case basis. In approving non-audit services, the Audit Committee
considers whether the engagement could compromise the independence of Jeffrey S.
Gilbert C.P.A. and whether, for reasons of efficiency or convenience, it is in
the best interest of Interplay to engage its independent registered public
accounting firm to perform the services. The Audit Committee has determined that
performance by Jeffrey S. Gilbert C.P.A. of the non-audit services related to
the fees shown in the table above did not affect that firm's independence.

Prior to engagement, the Audit Committee pre-approves all independent
auditor services, and the Audit Committee pre-approved all fees and services of
Jeffrey S. Gilbert C.P.A., for work done in 2005 and 2006. The fees are budgeted
and the Audit Committee requires the independent auditor and management to
report actual fees versus the budget periodically throughout the year by
category of service. During the year, circumstances may arise when it may become
necessary to engage the independent registered public accounting firm for
additional services not contemplated in the original pre-approval categories. In
those instances, the Audit Committee requires specific pre-approval before
engaging the independent registered public accounting firm.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized, at Beverly Hills,
California this 27 day of March 2008.

INTERPLAY ENTERTAINMENT CORP.

/s/ Herve Caen
By: _________________________________
Herve Caen
Its: Chief Executive Officer and
Interim Chief Financial Officer
(Principal Executive and
Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Annual Report and Form 10K/A has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.

SIGNATURE TITLE DATE
- --------- ----- ----

/s/ Herve Caen
_________________________ Chief Executive Officer, Interim March 27, 2008
Herve Caen Chief Financial Officer and
Director (Principal Executive
and Financial and Accounting
Officer)

*
_________________________ Director March 27, 2008
Eric Caen

*
_________________________ Director March 27, 2008
Michel Welter

*By Herve Caen, pursuant to power of attorney.

EXHIBIT INDEX

EXHIBIT
NO. DESCRIPTION
- ------- -----------------------------------------------------------------------

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.

31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.

32.1 Certification of Chief Executive Officer and interim Chief Financial
Officer pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 by Herve Caen.