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

                                   FORM 10-Q/A

                                 Amendment No. 1

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

                                       or

[_]  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.)

                16815 VON KARMAN AVENUE, IRVINE, CALIFORNIA 92606
                    (Address of principal executive offices)

                                 (949) 553-6655
              (Registrant's telephone number, including area code)


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 the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.


            CLASS                        ISSUED AND OUTSTANDING AT MAY 12, 2002
            -----                        --------------------------------------
Common Stock, $0.001 par value                        93,060,857





                                 AMENDMENT NO. 1
                  TO THE QUARTERLY REPORT ON FORM 10-Q FILED BY
                INTERPLAY ENTERTAINMENT CORP. ON NOVEMBER 14, 2001

     The following Items amend the Quarterly Report on Form 10-Q filed by
Interplay Entertainment Corp. (the "Company") on November 14, 2001 (the "Form
10-Q"), as permitted by the rules and regulations promulgated by the Securities
Exchange Commission. The Form 10-Q is hereby amended to insert those Items as
set forth herein. All capitalized terms used herein but not defined shall have
the meanings ascribed to them in the Form 10-Q.

                                     PART II
                                OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits - The following exhibits are filed as part of this report:

    EXHIBIT
    NUMBER                          EXHIBIT TITLE

     10.1      Distribution Agreement, dated August 23, 2001, by and between
               Vivendi Universal Interactive Publishing North America and the
               Company.*

     10.2      Amendment to Distribution Agreement, dated September 14, 2001, by
               and between Vivendi Universal Interactive Publishing North
               America and the Company.*

*    Certain portions of this agreement have been omitted and filed separately
with the Securities and Exchange Commission pursuant to a request for an order
granting confidential treatment pursuant to Rule 24b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.

     (b)  REPORTS ON FORM 8-K**

          **   Previously reported on Form 10-Q.


                                     Page 2



                                   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 thereunto duly authorized.



                                        INTERPLAY ENTERTAINMENT CORP.


Date:   May 30, 2002                    By:  /S/ HERVE CAEN
                                            ----------------------------------
                                            Herve Caen,
                                            President
                                            (Principal Executive Officer)



Date:   May 30, 2002                    By:  /S/ JEFF GONZALEZ
                                            ----------------------------------
                                            Jeff Gonzalez
                                            Chief Financial Officer
                                            (Principal Financial and
                                            Accounting Officer)



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