SecProbe.io

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Mail Stop 4561

      							September 15, 2005

Bruno Bonnell
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
		Form 10-Q for the Fiscal Quarter Ended June 30, 2005
      File No. 000-27338

Dear Mr. Bonnell:

		We have reviewed your response dated August 31, 2005 and
have the following additional comment.  Please note that we have
limited our review to the matters addressed in the comment 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 comment 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

Recapitalization, page F-15

1. We note your response to prior comment number 4 which indicates
that the change in conversion privileges to your related party
convertible debt with IESA was considered an inducement offer
based
on the criteria in paragraph 2 of SFAS 84.  We further note your
references to APB Opinion No. 26, paragraph 20 and EITF Topic No.
D-
42 to support your classification of the incremental value of the
induced conversion as a reduction to net income to arrive at loss
attributable to common shareholders.  Please tell us what
consideration you gave to paragraph 2 of APB Opinion No. 26, as
amended, paragraphs 1 and 5 of SFAS 84 and FASB Technical Bulletin
No. 80-1, when determining the appropriateness of applying APB
Opinion No. 26 to the inducement offer of your convertible debt.
In
this regard, clarify why you have determined that APB Opinion No.
26,
as amended, should be applied to this transaction as it addresses
the
accounting for extinguishment of debt, not the accounting for an
induced conversion of convertible debt.  Further, explain the
basis
for your conclusion that the inducement of your convertible debt
is a
capital transaction.  We refer you to paragraphs 24 and 25 of SFAS
84.  Additionally, address why you believe that the nature of your
relationship with the debt holder impacts the classification of
the
incremental value of the induced conversion.

*****

	As appropriate, please amend your filing and respond to this
comment within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comment and provides any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comment.

	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) 551-3730
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.
September 15, 2005
page 1

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