SecProbe.io

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Mail Stop 4561

      							July 28, 2005

Bruno Bonnell
Interim Chief Executive Officer
Atari, Inc.
417 Fifth Avenue
New York, NY 10016

	Re:	Atari, Inc.
		Form 10-K for the Fiscal Year Ended March 31, 2005
      File No. 000-27338

Dear Mr. Bonnell:

		We have reviewed the above referenced filing and have
the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended March 31, 2005

Item 9A. Controls and Procedures, page 46

1. We note that your Interim Chief Executive Officer and Chief
Financial Officer concluded that your disclosure controls and
procedures are effective, "in timely alerting them to material
information relating to Atari (including consolidated
subsidiaries)
required to be included in our periodic SEC filings."  Please
confirm
that your officers concluded that your disclosure controls and
procedures are also effective in ensuring that information
required
to be disclosed is recorded, processed, summarized and reported
within the time periods specified in the Commissions rules and
forms.
We refer you to Exchange Act Rule 13a-15(e).  Also, confirm that
you
will disclose the conclusions of your Interim Chief Executive and
Chief Financial Officers regarding the effectiveness of your
disclosure controls and procedures pursuant to Exchange Act Rule
13a-
15(e), in your future periodic reports.

2. We note your statement that "in designing and evaluating our
disclosure controls and procedures, management recognized that any
controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired
control objectives."  Please confirm that your disclosure controls
and procedures are designed to provide reasonable assurance of
achieving their objectives and that your disclosure controls and
procedures are effective at that level.  In the alternative,
remove
the reference to the level of assurance of your disclosure
controls
and procedures.  Please refer to Section II.F.4 of Management`s
Reports on Internal Controls Over Financial Reporting and
Certification of Disclosure in Exchange Act Periodic Reports, SEC
Release No. 33-8238.  Also, confirm that you will comply with this
guidance in your future periodic reports.

Consolidated Statements of Operations and Comprehensive Income
(Loss), page F-3

3. Tell us what consideration you gave to reporting revenues and
expense earned and incurred, respectively, from transactions with
related parties separately on the consolidated statements of
operations and comprehensive income (loss) pursuant to Regulation
S-
X, Rules 5-03(b)(1) and (2) and 4-08(k).

Note 2 - Recapitalization and Other Corporate Matters

Recapitalization, page F-15

4. We note that you entered into an agreement with IESA in
September
2003 which resulted in the exchange of all your related party
convertible debt with IESA and certain of its wholly-owned
subsidiaries into shares of your common stock.  In connection with
this agreement you changed the conversion privileges of the debt
and
issued IESA stock that was more favorable than was available under
the original terms of the 5% subordinated convertible debt.  We
further note that you accounted for the incremental value
resulting
from the change in conversion terms as a dividend and classified
the
dividend as a reduction to net income to arrive at net loss
attributable to common stockholders in your consolidated statement
of
operations and comprehensive income (loss) for the year ended
March
31, 2004.  Tell us your basis for recording the incremental value
as
a dividend as opposed to an expense within net income and the
accounting literature that you applied when making this
determination.  As part of your response, clarify whether the
change
in conversion privileges was considered an inducement offer based
on
the criteria in paragraph 2 of SFAS 84.  If so, tell us how you
considered SFAS 84, paragraph 3 when accounting for the change in
conversion terms.  If not, tell us how you considered APB 26,
paragraphs 20 and 21.

*****

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please submit all
correspondence on EDGAR as required by Rule 101 of Regulation S-T.
Please understand that we may have additional comments after
reviewing your response to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Christopher White, Staff Accountant, at (202)
551-3461, Melissa Walsh, at (202) 551-3224 or me at (202) 551-3488
if
you have any questions regarding our comment on the financial
statements and related matters.

								Sincerely,

								Stephen Krikorian
								Accounting Branch Chief

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Bruno Bonnell
Atari, Inc.
July 28, 2005
page 1

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