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): May 20, 2008


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


           DELAWARE                   0-24363                    33-0102707
(State or other jurisdiction        (Commission               (I.R.S. Employer
      of incorporation)             file number)             Identification No.)


              100 N. CRESCENT DRIVE BEVERLY HILLS, CALIFORNIA 90210
                    (Address of principal executive offices)


      (Registrant's telephone number, including area code): (310) 432-1958


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[_]      Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)

[_]      Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-2)

[_]      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b))

[_]      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR 240. 13e-4(c))





ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

See disclosure under Item 5.02(e) below

ITEM 5.02(e) DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS:  ELECTION OF DIRECTORS:
APPOINTMENT OF CERTAIN OFFICERS: COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On May  20,  2008  the  Board  of  Directors  extended  the  suspension  of cash
compensation  for  directors'  fees to  Michel  Welter  and  Eric  Caen  through
September,  2008 and  issued to each of  Michel  Welter  and Eric  Caen  250,000
options to purchase  Common Stock of the Company  instead of cash  compensation.
Such options  were issued at an exercise  price of $.175 and are subject to, and
exercisable  in accordance  with, the Company's  1997 Stock  Incentive  Plan, as
amended.

On May 20, 2008 the Board of Directors increased the number of options issued to
Directors  for each year of service to 150,000,  and issued to Michel Welter and
Eric Caen 150,000 options to purchase  Common Stock of the Company  accordingly.
Such options  were issued at an exercise  price of $.175 and are subject to, and
exercisable  in accordance  with, the Company's  1997 Stock  Incentive  Plan, as
amended.

On May 20, 2008 the Board of  Directors  reduced the annual  salary of the Chief
Executive Officer and Interim Chief Financial  Officer,  Herve Caen, through May
15, 2009 from $460,000 to $250,000 and issued to Herve Caen warrants to purchase
5,000,000 shares of Common Stock of the Company as consideration  for Herve Caen
accepting such  reduction in his salary.  Such warrants have a term of 10 years,
an  exercise  price of $.175,  are  immediately  exercisable  and were issued in
accordance  with the terms of the form of  Warrant  Agreement  filed as  Exhibit
10.07 to the Company's Form 10-Q for the period ended March 31, 2008.

ITEM 5.03 AMENDMENTS TO ARTICLES OF  INCORPORATION  OR BYLAWS;  CHANGE IN FISCAL
YEAR.

On May 20, 2008 the Board of  Directors  unanimously  approved  amendment of the
By-Laws to permit  the  notice of the  stockholder  meeting  to be  provided  as
permitted pursuant to the SEC's new rules on notice and access.


                                       2



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

         (d)      Exhibits

                  3.2      Amendment to Section 2.4 of the Company's Amended and
                           Restated By-Laws


                                       3



                                   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 CORPORORATION
                                        (Registrant)


DATE: May 28, 2008                      BY   /S/ HERVE CAEN
                                             -----------------------------------
                                             Herve Caen
                                             Chief Executive Officer and Interim
                                             Chief Financial Officer


                                       4

EX-3.(II)

                                                                     EXHIBIT 3.2

     AMENDMENT TO SECTION 2.4 OF THE COMPANY'S AMENDED AND RESTATED BYLAWS

Section  2.4 is deleted in its  entirety  and is amended  and  restated  in it's
entirety as follows:

NOTICE OF  MEETINGS.  Except as otherwise  provided by law, a written  notice of
each meeting of stockholders stating the place, day and hour thereof and, in the
case of an annual meeting,  any business to be transacted at such annual meeting
other than the election of directors, and, in the case of a special meeting, the
purposes for which such special meeting is called,  shall be given not less than
ten nor more than sixty days before the meeting, to each stockholder entitled to
vote  thereat,  and to each  stockholder  who,  by law,  by the  certificate  of
incorporation or by these by-laws, is entitled to notice, by leaving such notice
with him or at his residence or usual place of business,  or by depositing it in
the United States mail,  postage  prepaid,  and addressed to such stockholder at
his address as it appears in the records of the  corporation,  provided that the
corporation  may give such notice by relying on internet  availability  of proxy
materials  pursuant to Rule 14a-16 as promulgated under the Securities  Exchange
Act of 1934, as amended.  Such notice,  where  applicable  shall be given by the
secretary,  or by an officer or person designated by the board of directors,  or
in the case of a special meeting by the officer  calling the meeting.  As to any
adjourned  session  of any  meeting  of  stockholders,  notice of the  adjourned
meeting  need not be given if the time and place  thereof are  announced  at the
meeting at which the adjournment was taken except that if the adjournment is for
more than thirty days or if after the  adjournment  a new record date is set for
the adjourned session, notice of any such adjourned session of the meeting shall
be given in the  manner  heretofore  described.  No  notice  of any  meeting  of
stockholders or any adjourned  session thereof need be given to a stockholder if
a written  waiver of  notice,  executed  before  or after  the  meeting  or such
adjourned session by such stockholder,  is filed with the records of the meeting
or if the stockholder attends such meeting without objecting at the beginning of
the  meeting to the  transaction  of any  business  because  the  meeting is not
lawfully  called or convened.  Neither the business to be transacted at, nor the
purpose of, any meeting of the  stockholders  or any adjourned  session  thereof
need be specified in any written waiver of notice.