SecProbe.io

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Mail Stop 4-6

December 27, 2004

Ms. Deborah K. Fulton, Esq
Senior Vice President, Secretary and General Counsel
Midway Games Inc.
2704 Roscoe Street
Chicago, Illinois 60618

Re:	Midway Games Inc.
	Registration Statement on Form S-3 filed December 2, 2004
	File No. 333-120952

Dear Ms. Fulton:

      This is to advise you that we have limited our review of the
above registration statement to the matters addressed in the
comments
below.  No further review of the registration statement has been
or
will be made.  All persons who are by statute responsible for the
adequacy and accuracy of the registration statement are urged to
be
certain that all information required under the Securities Act of
1933, as amended (the "Securities Act"), has been included.

      Where indicated, we think you should revise your document 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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Please note that your outstanding application for confidential
treatment of portions of Exhibit 10.5 to your Form 10-Q for the
quarter ended September 30, 2004 must be resolved prior to the
date
of effectiveness of this registration statement.

*              *              *              *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment 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 related to your 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 the staff comments and the
declaration
of effectiveness 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 your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Securities Exchange Act of 1934, as amended, as they relate to the
proposed public offering of the securities specified in the above
registration statement.  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 amendment 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.

      You may contact Daniel Lee at (202) 942-1871 with any
questions.  If you need further assistance, you may contact me at
(202) 942-1818 or, in my absence, Barbara C. Jacobs, Assistant
Director, at (202) 942-1800.

	Sincerely,

	Mark P. Shuman
	Branch Chief - Legal
cc:	Via Facsimile
	Pamela E. Flaherty, Esq.
	Samuel M. Silvers, Esq.
	Shack Siegel Katz & Flaherty P.C.
	530 Fifth Avenue
	New York, New York 10036
	Telephone: (212) 782-0700
	Facsimile:  (212) 730-1964

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