INTERPLAY ENTERTAINMENT CORP
                              1682 LANGLEY AVENUE
                            IRVINE, CALIFORNIA 92606
                    PHONE: 310/432.1958 < FAX: 310/432.1959


                                January 25, 2006

VIA EDGAR & FACSIMILE
---------------------

Division of Corporation Finance
Securities and Exchange Commission
100 F. Street North East
Washington, D.C. 20549-0406


RE: Interplay Entertainment Corp.(IPLY)
    Form 10-K for the Fiscal Year ended December 31, 2004
    Form 10-Q for the Fiscal Quarter ended March 31, 2005
    Form 10-Q for the Fiscal Quarter ended June 30, 2005
    File No. 000-27338


Dear Sir/ Madam:

The following issues have been addressed as follows:

ITEM 9A. CONTROLS AND PROCEDURES, PAGE 38

1)   A 10K-A has been filed disclosing that our controls and procedures were not
     effective,  at the reasonable assurance level, in ensuring that information
     required to be disclosed is recorded,  processed,  summarized  and reported
     within the time period specified in the SEC's rules and forms and in timely
     alerting  him to  material  information  required  to be  included  in this
     report.

2)   See response to item # 1 above and we have also  described  that on January
     18, 2005 the  Controller of the Company at that time  resigned  causing the
     auditors to note a material weakness. Management appointed a new Controller
     to take over the reporting  duties from the previous  Controller  and hired
     additional  accounting  staff. The Company also took steps to remediate any
     material  weakness by  relocating  to new offices,  gathering  archives and
     reinstalling  all  computer  systems.  We also filed  10-Q/A for the period
     ended March 31, 2005 and made the relevant changes as in Form 10-K/A.

3)   See response to items # 1 and #2 above.

We also  filed  10-Q/A(No.2)  for the period  ended  June 30,  2005 and made the
relevant changes as in Form 10-K(A) in response to the comments raised.





4)   See  response  to items  #1, #2 and #3 above.  We have  rewritten  the last
     paragraph of our discussion on control and procedures as follows:

     Further,  the design of a control  system must  reflect the fact that there
are  resource  constraints,  and the  benefits  of controls  must be  considered
relative to their  costs.  Because of the inherent  limitations  on all internal
control  systems,  our  internal  control  system can  provide  only  reasonable
assurance of achieving its  objectives and no evaluation of controls can provide
absolute  assurance  that all control  issues and  instances  of fraud,  if any,
within our Company have been detected.  These inherent  limitations  include the
realities that judgments in  decision-making  can be faulty, and that breakdowns
can occur  because of simple  error or mistake.  Additionally,  controls  can be
circumvented by the individual acts of some persons, by collusion of two or more
people,  and/or by management override of the control.  The design of any system
of internal  control is also based in part upon  certain  assumptions  about the
likelihood  of future  events,  and can provide  only  reasonable,  not absolute
assurance  that any design will succeed in achieving  its stated goals under all
potential future conditions.  Over time,  controls may become inadequate because
of changes in  circumstances,  and/or the degree of compliance with the policies
and procedures may deteriorate.

     We  believe  that we have  responded  to all of the  issues  that  you have
raised.  Blacklined  copies  of  each of the  amended  sections  of the  filings
referred to above will be attached to a faxed copy which will be sent to you for
your convenience.


Sincerely,


/s/ Herve Caen
-----------------------------------
Herve Caen
CEO/Interim Chief Financial Officer


Cc: Christopher White