March 2, 2006

Herve Caen
Chief Executive Officer
Interplay Entertainment Corporation
1682 Langley Avenue
Irvine, California 92619


Re:   	Interplay Entertainment Corporation
      Item 4.01 Form 8-K
      Filed February 16, 2006
      File No. 000-24363


Dear Mr. Caen:

      We have reviewed the above referenced filing and have the
following comment.  Please note that we have limited our review to
the matters addressed in the comment below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 8-K filed February 16, 2006
1. We note your conclusion in the amended Form 10-K filed on
January
24, 2006 that disclosure controls and procedures were not
effective
as of December 31, 2004 and that your auditors had concluded that
a
material weakness existed.  Revise to provide the information
required by Item 304(a)(1)(v) of Regulation S-K with regard to
these
findings.
      *******

       As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response.  Please submit all correspondence and
supplemental materials on EDGAR as required by Rule 101 of
Regulation
S-T.  You may wish to provide us with marked copies of any
amendment
to expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and


* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions, please call Morgan Youngwood at
(202)
551-3479 or Stephen Krikorian at (202) 551-3730.


							Sincerely,


							Stephen Kirkorian
							Accounting Branch Chief

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Herve Caen
Interplay Entertainment Corporation
March 2, 2006
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