IPLY Interplay Entertainment Corp (CE)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 460615-10-7

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Microprose, LLC

26-1218265

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
8,799,117*

6.

Shared Voting Power
0

7.

Sole Dispositive Power
8,799,117*

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
8,799,117*

*The reporting person beneficially owns 7,121,634 shares of common stock and a warrant to purchase 1,677,483 shares of common stock as of December 31,2009. 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
7.5%

12.

Type of Reporting Person (See Instructions)
OO (limited liability company)

CUSIP No. 460615-10-7

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Frederic Chesnais

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
France

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
9,199,117*

6.

Shared Voting Power
0

7.

Sole Dispositive Power
9,199,117*

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
9,199,117*

* The reporting person beneficially owns 7,121,634 shares of common stock, all of which are held by Microprose, LLC, of which the reporting person is the managing director, a warrant to purchase 1,677,483 shares of common stock, also held by Microprose, LLC, and a warrant to purchase 400,000 shares of common stock which is held by Interactive Game Group, LLC, of which the reporting person is the managing director.

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
7.8%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
Interplay Entertainment Corp. 

(b)

Address of Issuer’s Principal Executive Offices
100 N. Crescent Drive
Beverly Hills, CA 90210

Item 2.

(a)

Name of Person Filing
This statement is being filed by (i) Microprose, LLC; and (ii) Frederic Chesnais

(b)

Address of Principal Business Office or, if none, Residence
(i) c/o The Corporation Trust Company

1209 Orange Street

Wilmington, DE 19801

(ii) 350 East 82 nd  Street

Apartment 15D

New York, NY 10028

(c)

Citizenship
(i) Delaware

(ii) France

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
460615-10-7

Item 3.

Not Applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

MICROPROSE, LLC

(a)

Amount beneficially owned:    

8,799,117

(b)

Percent of class:   

7.5%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

8,799,117

(ii)

Shared power to vote or to direct the vote    

0

(iii)

Sole power to dispose or to direct the disposition of   

8,799,117

(iv)

Shared power to dispose or to direct the disposition of   

0

FREDERIC CHESNAIS

(a)

Amount beneficially owned:   

9,199,117

(b)

Percent of class:   

7.8%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

9,199,117

(ii)

Shared power to vote or to direct the vote    

0

(iii)

Sole power to dispose or to direct the disposition of   

9,199,117

(iv)

Shared power to dispose or to direct the disposition of   

0

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

MICROPROSE, LLC

By:

/s/ Frederic Chesnais

Frederic Chesnais, Managing Director

/s/ Frederic Chesnais

Frederic Chesnais