SecProbe.io

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	Mail Room 4561

								November 14, 2005

Jeffrey B. Kempler
Senior Vice President, Business and Legal Affairs
Atari, Inc.
417 Fifth Avenue
New York, New York 10016

	Re:   Atari, Inc.
		Registration Statements on Form S-3
		Filed on October 18, 2005
		File Nos. 333-129098 and 333-129099

Dear Mr. Kempler:

      We have limited our review of the above-referenced Forms S-3
registration statements of Atari, Inc. to the disclosure items
identified below and have the following comments.  Where
indicated,
we think you should revise your documents in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not 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
filings.
We welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.

General

1. We are in receipt of your request for confidential treatment
and
will respond to your request under separate cover.  Please be
advised
that comments relating to the confidential treatment request must
be
resolved prior to seeking effectiveness of the above-cited
registration statements.
2. Amend the registration statement to specifically incorporate by
reference the Section 13(a) reports "filed" after October 18,
2005,
such as the amended Form 10-K and the Form 8-K filed November 8,
2005.

Selling Security Holders
3. Regarding File No. 333-129098, please identify the natural
person
or persons who have voting or investment control over CCM Master
Qualified Fund, LTDD and Sark Master Fund, Ltd.  See
interpretation
4S of the Regulation S-K portion of the March 1999 supplement to
the
publicly available telephone interpretation manual, as well as
interpretation I.60 of the July 1997 version of the telephone
interpretation manual.  This information can be disclosed in
footnotes to the selling shareholder table.

Exhibits
4. For both registration statements, please file the agreements
relating to the stock issuances, which are material contracts
within
the meaning of Item 601(b)(10) of Regulation S-K.

      As appropriate, please amend your filings in response to our
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendments and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* 	  should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to
the
filing;

*	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* 	the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statements as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and
the
Securities Exchange Act of 1934 as they relate to the proposed
public
offering of the securities specified in the above registration
statements.  We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendments for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      Please direct all questions to Maryse Mills-Apenteng at
(202)
551-3457 or, if you require further assistance, please contact the
undersigned at (202) 551-3730.

								Sincerely,

      			Barbara C. Jacobs
      			Assistant Director

cc:  	Via facsimile:  (212) 878-8375
      David W. Bernstein, Esq.
      Clifford Chance US LLP

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Jeffrey B. Kempler
Atari, Inc.
November 14, 2005
Page 3

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