EXHIBIT 3.5


                            CERTIFICATE OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       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 Section 103 of the GCL 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. The first full  sentence of Article 4 of the  Amended  and  Restated
Certificate of Incorporation of the Corporation,  as amended,  is hereby amended
and restated to read in its entirety as follows:

                                  "ARTICLE 4"

                  The total  number of shares of all  classes  of stock
         which  this  Corporation  shall  have  authority  to  issue is
         155,000,000,   of  which  (i)  150,000,000   shares  shall  be
         designated "COMMON STOCK" and shall have a par value of $0.001
         per  share;  and (ii)  5,000,000  shares  shall be  designated
         "PREFERRED  STOCK"  and shall  have a par value of $0.001  per
         share."


                                       1


         3. The foregoing  amendment of the Amended and Restated  Certificate of
Incorporation  of the  Corporation,  as  amended,  has been duly  adopted by the
Corporation's  Board  of  Directors  and  Stockholders  in  accordance  with the
provisions of Section 242 of the Delaware General Corporation Law.

         IN WITNESS  WHEREOF,  the undersigned has executed this  Certificate of
Amendment of Amended and Restated  Certificate of  Incorporation  as of the 15th
day of January 2004.


                                       /s/ Herve Caen
                                       -----------------------
                                       Herve Caen
                                       Chief Executive Officer