EXHIBIT 3.3


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF DESIGNATION OF
                RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS
                           OF SERIES A PREFERRED STOCK
                                       OF
                          INTERPLAY ENTERTAINMENT CORP.
                             A DELAWARE CORPORATION

         INTERPLAY  ENTERTAINMENT  CORP., a Delaware  corporation  organized and
existing  under and by  virtue  of the  Delaware  General  Corporation  Law (the
"Corporation"), does hereby certify:

         1. Pursuant to the authority granted by the  Corporation's  Amended and
Restated Certificate of Incorporation, the Corporation's Board of Directors have
designated seven hundred nineteen  thousand four hundred  twenty-four  (719,424)
shares  of  Preferred  Stock as  Series A as set  forth in that  Certificate  of
Designation  of Rights,  Preferences,  Privileges and  Restrictions  of Series A
Preferred Stock of the Corporation filed with the Secretary of State of Delaware
on April 14, 2000 (the "Certificate").

         2. The Board of Directors of the Corporation  duly adopted a resolution
proposing and declaring  advisable the following  amendment to the  Certificate,
and  directing  that said  amendment  be submitted  to the  stockholders  of the
Corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

                  "NOW, THEREFORE,  BE IT RESOLVED, that paragraph 6 of
         Article IV of the  Certificate  is hereby amended and restated
         to read in full as follows:

                  "6.  VOTING  RIGHTS.  The  holder  of each  share of  Series A
Preferred  Stock shall have the right to one vote for each share of Common Stock
into which  such  share of Series A  Preferred  Stock  could  then be  converted
(subject  to the  limitation  set forth in the  penultimate  sentence of Section
4(a)),  and with respect to such vote, such holder shall have full voting rights
and powers equal to the voting  rights and powers of the holders of Common Stock
and shall be entitled,  notwithstanding  any provision  hereof, to notice of any
stockholders'  meeting in accordance  with the Bylaws of this  Corporation,  and
shall be entitled to vote,  together with holders of Common Stock,  with respect
to any question  upon which  holders of Common Stock have the right to vote as a
single class,  unless  otherwise  prohibited by law;  PROVIDED,  HOWEVER,  that,
notwithstanding  anything to the  contrary in this  Certificate,  the  aggregate
number of votes to which  Series A Preferred  Stock is entitled  shall not under
any  circumstances  exceed  seven  million six  hundred  nineteen  thousand  and
forty-seven (7,619,047) votes. Fractional votes shall not, however, be permitted
and any  fractional  voting  rights  available on an  as-converted  basis (after
aggregating  all shares into which  shares of Series A  Preferred  Stock held by
each holder  could be  converted)  shall be rounded to the nearest  whole number
(with one-half being rounded upward)."





         RESOLVED  FURTHER,  that,  except as amended  herein,  the  Certificate
remain in full force and effect."

         3. That  thereafter,  the holders of the necessary  number of shares of
capital stock of the Corporation  voted in favor of the foregoing  amendments by
written  consent in accordance  with the  applicable  provisions of the Delaware
General Corporation Law.

         4. That  said  amendments  were duly  adopted  in  accordance  with the
provisions of Section 242 of the Delaware  General  Corporation Law of the State
of Delaware.

         IN WITNESS  WHEREOF,  INTERPLAY  ENTERTAINMENT  CORP.  has caused  this
Certificate  of Amendment to be signed by its duly  authorized  Chief  Executive
Officer, Brian Fargo, this 25th day of October, 2000.



                                     INTERPLAY ENTERTAINMENT CORP.,
                                     a Delaware corporation


                                     By: /s/ Brian Fargo
                                         ---------------------------------------
                                          Brian Fargo, Chief Executive Officer