8-K

                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT


     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


                Date of Report (Date of earliest event reported)

                                 April 20, 2004


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

            Delaware                   0-24363                   33-0102707
(State or other jurisdiction   (Commission File Number)        (IRS Employer
    of incorporation)                                        Identification No.)



         16815 Von Karman Avenue, Irvine, CA                       92606
       (Address of principal executive offices)                  (Zip Code)

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





ITEM 5.  OTHER INFORMATION.

         On April 20, 2004, Interplay Entertainment Corp. issued a press release
announcing,  among other  matters,  its  engagement  of the  investment  bank SG
Capital to assist the company  with an  evaluation  of its  potential  strategic
alternatives.  The press  release  is  attached  hereto as  Exhibit  99.1 and is
incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits

                  99.1     Press Release dated April 20, 2004.






                                   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 hereunto duly authorized.

                          INTERPLAY ENTERTAINMENT CORP.



April 21, 2004             /s/ Herve Caen
                           ---------------------------------------------------
                           Herve Caen
                           Chief Executive Officer and
                           Interim Chief Financial Officer

EX-99

                                                                    EXHIBIT 99.1

INTERPLAY ENGAGES SG CAPITAL TO EXPLORE STRATEGIC ALTERNATIVES

IRVINE, California, April 20, 2004 - Interplay Entertainment Corp. (OTC Bulletin
Board: IPLY) announced today that it has retained the investment bank SG Capital
to assist with an evaluation of strategic alternatives designed to enhance value
to  Interplay's  shareholders.  SG Capital will provide,  among other  services,
assistance  with the  Company's  financing  efforts  as it  attempts  to  secure
additional capital for product development and operations.  SG Capital will also
assist the Company with general business strategy and advice regarding potential
strategic  transactions,  including  a  possible  sale  of  the  Company  or its
operating units.

Commenting on the announcement, Interplay's Chairman and Chief Executive Officer
Herve Caen said, "Management and the board do not believe that our current share
price reflects the true value of the operations of our company.  Accordingly, we
have  engaged  SG  Capital  to explore  strategic  alternatives  to improve  and
maximize  shareholder value. We believe that their experience,  capabilities and
market  focus  fit the  needs of  Interplay  and  that SG  Capital  is  uniquely
qualified to assist the Company in this effort."

Mr. Caen continued,  "With  Interplay's  recent return to profitability  and the
strong performance of our industry as a whole,  management and the board believe
that the time is right to explore  strategic  opportunities  for a much-improved
Interplay." INTERPLAY ENTERTAINMENT CORP. is a leading developer,  publisher and
distributor of interactive  entertainment  software for both core gamers and the
mass market.  Interplay currently balances its development efforts by publishing
for  personal  computers  as well as  current  and next  generation  video  game
consoles.  Interplay releases products through Interplay, Black Isle Studios and
its distribution partners.  More comprehensive  information on Interplay and its
products is available through its website at www.interplay.com.

SG CAPITAL,  headquartered  in Los Angeles,  California,  is an investment  bank
focused on  advising  middle-market  companies  on matters  relating to mergers,
acquisitions,  divestitures,  debt and equity financings,  debt  restructurings,
recapitalizations  and  corporate  governance  issues.  SG Capital's  investment
banking  group  focuses  on middle  market,  emerging  growth  and small  public
companies primarily within the technology sector. More comprehensive information
on  SG  Capital  and  its  services  are   available   through  its  website  at
www.sgcapital.com.

SAFE HARBOR  STATEMENT  UNDER THE PRIVATE  SECURITIES  LITIGATION  REFORM ACT OF
1995:

Statements  contained  in this release  except for  historical  information  are
forward-looking  statements that are based on current  expectations  and involve
risks and uncertainties. Without limiting the generality of the foregoing, words
such as "may," "will," "expect,"  "believe,"  "anticipate,"  "intend,"  "could,"
"estimate,"  or  "continue"  or the  negative  or other  variations  thereof  or
comparable terminology are intended to identify forward-looking  statements. The
risks and  uncertainties  inherent in such  statements  may cause actual  future
events or results to differ materially and adversely from those described in the
forward-looking  statements.  Specifically,  there can be no assurance  that the
Company





will complete a financing transaction,  merger or acquisition,  take the company
private  or any  other  strategic  transaction  on  favorable  terms  or at all.
Additional  important factors that may cause a difference  between projected and
actual results for the Company are discussed in the Company's  filings from time
to time with the U.S.  Securities  and Exchange  Commission,  including  but not
limited to the  Company's  annual  reports on Form  10-K,  subsequent  quarterly
filings on Form 10-Q and current reports on Form 8-K. The Company  disclaims any
obligation to revise or update any  forward-looking  statements that may be made
from time to time by it or on its behalf.

FOR FURTHER INFORMATION PLEASE CONTACT:


SG Capital
Eran Salu
Managing Director
Investment Banking
(310) 826-1230
www.sgcapital.com