SecProbe.io

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                               [ATARI LETTERHEAD]

KRISTINA K. PAPPA
Corporate Legal Counsel
417 Fifth Avenue, 8th Floor
New York, NY 10016
Direct Dial:  212-726-4242
Fax:  212-726-4214
Email:  kristina.pappa@atari.com
        ------------------------

                                                              August 31, 2005

VIA EDGAR
Stephen Krikorian
Accounting Branch Chief
Mail Stop 4561
Securities and Exchange Commission
Washington, DC 20549

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

Dear Mr. Krikorian:

         This letter describes the responses of Atari, Inc. ("Atari" or the
"Company") to the comments, and contains the information requested, in the
letter dated July 28, 2005 from the Staff of the Securities and Exchange
Commission (the "Staff") with respect to the Annual Report on Form 10-K
referenced above.

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

Item 9A. Controls and Procedures, page 46
-----------------------------------------

Comment 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.

Response 1:

         We confirm that our officers concluded that our disclosure controls and
procedures are effective in ensuring that information required to be disclosed
in our SEC filings is recorded, processed, summarized and reported within the
time periods specified in the Commission rules and forms.

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Securities and Exchange Commission
August 31, 2005
Page 2

         In our Form 10-Q for the quarter ended June 30, 2005, we revised our
disclosure language under Item 4 - Controls and Procedures (Item 9A of Form
10-K) to clarify that the conclusions of our Chief Executive Officer and Chief
Financial Officer related to the effectiveness of our disclosure controls and
procedures in (i ) timely alerting them to material information relating to
Atari that is required to be disclosed in our SEC filings and (ii) ensuring that
information required to be disclosed in our SEC filings is recorded, processed,
summarized and reported within the time periods specified in the Commission
rules and forms.

         We further confirm that in our future periodic filings, we will
disclose the conclusions of our Chief Executive Officer and Chief Financial
Officer regarding the effectiveness of our disclosure controls and procedures in
language that fully conforms to Exchange Act Rule 13a-15(e).

Comment 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.

Response 2:

         We confirm that our disclosure controls and procedures are designed to
provide reasonable assurance of achieving their objectives and that our
disclosure controls and procedures are effective at that level. In our Form 10-Q
for the quarter ended June 30, 2005, we removed the qualification regarding the
level of assurance of our disclosure controls and procedures. We will continue
to comply with the guidance contained in comment 2 to your letter in our future
periodic reports.

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

Comment 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).

Response 3:

         Due to the high level of inter-dependency between the Company,
Infogrames Entertainment SA (the "Parent" company) and other sister companies
owned by the Parent, the Company typically experiences a significant number of
related party transactions in our ordinary course of business. The details of
all such related party transactions are fully disclosed in Note 13 to the
consolidated financial statements included in the Form 10-K for the fiscal year
ended March 31, 2005 as well as in the footnotes of prior Form 10-K

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Securities and Exchange Commission
August 31, 2005
Page 3

filings. These transactions, which impact virtually every line of the income
statement, are comprised of numerous and principally routine business dealings.

         To comply with the letter of Rules 5-03 (b)(1) and 4-08(k) of
Regulation S-K, the Company would have to significantly expand the number of
line items on the face of the income statement which management believes would
not increase the transparency of the information intended by the disclosure and
also cause a fair amount of confusion. Accordingly, we have considered the most
transparent way to fully disclose related party information in our financial
statements. We believe that the level of detail historically provided in the
notes to such financial statements is comprehensive. However, in view of the
Staff's comment, we have expanded our related party footnote in our most recent
filing on Form 10-Q for the quarter ended June 30, 2005 to include a table
summarizing the detailed transactions described in Note 7 in a format that
corresponds to our income statement captions. We have also included a note on
the face of the income statement directing the reader to the related party
footnote. We believe this presentation provides the greatest amount of
transparency to the reader and complies with the disclosure requirements cited
above. We plan to use our new format in all future filings. Furthermore, we
supplementally advise the Staff that there are no related party transactions
recognized in other comprehensive income.

Note 2 - Recapitalization and Other Corporate Matters
-----------------------------------------------------

Recapitalization, page F-15
---------------------------

Comment 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.

Response 4:

         The Company's exchange of related party convertible debt for shares of
our common stock, and the accompanying change in original conversion terms, was
considered by management to be an inducement offer under the criteria in
paragraph 2 of SFAS 84. At the Parent's request, the inducement was provided by
the Company as an integral part of a secondary stock offering to the public
wherein the shares issued to IESA (the "Parent" company) in exchange for the
then outstanding debt owed to the Parent were to be sold by the Parent as a part
of such offering.

          Because the conversion rate in the original debt instrument far
exceeded the then current market value of the Company's stock, had the Company
not modified the terms on which it would issue shares to

<PAGE>

Securities and Exchange Commission
August 31, 2005
Page 4

extinguish notes, the Parent would have held the notes to their maturity and
demanded cash payment for the face amount of the notes which approximated $119.4
million in the aggregate. By offering a more favorable conversion rate to the
Parent, the Company was able to avoid the future cash outlay for these notes,
allowing the Company to use the cash for additional investment in new product
and other working capital needs. The induced conversion offer was extended to
the Parent for a limited period of time which approximated one week representing
the period of time between the offer and the date the Company made the decision
to proceed with the secondary stock offering. Further, the offer covered 100% of
the equity securities issuable for each of the debt instruments converted and
the modification of the original terms is clearly in excess of the 10% test
discussed in EITF 96-19. Management believes that the change in conversion rate
clearly satisfies the criteria in paragraph 2 of SFAS 84 for induced
conversions.

         In order to evaluate the proper accounting for the incremental value of
the induced conversion, management considered whether it would ever be
appropriate to view such a transaction as anything other than capital in nature
and considered the guidance in paragraph 20 of APB Opinion No. 26. Specifically,
footnote 1 of paragraph 20 states that ". . . extinguishment transactions
between related entities may be in essence capital transactions". Furthermore,
management considered, by analogy, the guidance in EITF Topic No. D-42 The
Effect on the Calculation of Earnings per Share for the Redemption or Induced
Conversion of Preferred Stock which states that the difference between the fair
value of securities transferred over the fair value of securities issuable under
the original conversion terms should be "subtracted from net earnings to arrive
at net earnings available to common shareholders in the calculation of earnings
per share". While EITF D-42 specifically relates to the induced conversion of
preferred stock, we believe that the underlying principle is applicable to our
situation as it is a capital transaction. Accordingly, the incremental value,
which was computed in accordance with the guidance in paragraph 3 of SFAS 84,
was treated as a dividend to the Parent and reflected as a reduction from
earnings attributable to common shareholders in computing EPS.

         If you have any questions or if you need any further information,
please do not hesitate to contact me at 212-726-4242.

                                              Very truly yours,

                                              /s/ Kristina K. Pappa

                                              KRISTINA K. PAPPA
                                              Corporate Legal Counsel

cc: Christopher White, Melissa Walsh
     Securities and Exchange Commission
    Bruno Bonnell, Diane Price Baker, Jeffrey B. Kempler, Jodi Scheurenbrand
     Atari, Inc.

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