MIDWAY GAMES INC.
2704 West Roscoe Street
Chicago, Illinois 60618
773.961.2850 fax 773.961.2299
February 2, 2005
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-0406
Attention: Mark P. Shuman, Esq., Branch Chief (Mail Stop 4-6)
Re: Acceleration Request of Midway Games Inc.
Registration Statement on Form S-3 (File No. 333-120952)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, we
hereby request that the effective date of the Registration Statement on Form S-3
(File No. 333-120952) of Midway Games Inc. (the "Company") originally filed with
the Securities and Exchange Commission on December 2, 2004, as amended on
January 28, 2005, be accelerated so that such Registration Statement shall
become effective at 4:30 p.m. on Thursday, February 3, 2005, or as soon as
possible thereafter. There is no underwriter for this proposed offering, which
is an offering of common stock by selling stockholders.
We acknowledge that: (a) 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; (b)
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 (c) 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.
The Company further acknowledges that it has been advised that the Division of
Enforcement has access to all information provided by the Company to the Staff
of the Division of Corporation Finance in connection with the Staff's review of
the filing or in response to the Staff's comments on the filing.
Kindly direct any inquiry or comment with respect to this request to
the attention of our attorneys, Shack Siegel Katz & Flaherty P.C. (Pamela
Flaherty: 212/782-0708; pflaherty@sskfny.com) or Samuel Silvers (212/782-0706;
ssilvers@sskfny.com).
Very Truly Yours,
MIDWAY GAMES INC.
By: /s/ David F. Zucker
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David F. Zucker
President and Chief Executive Officer
cc: Daniel Lee, Esq. (by fax: 202-942-9544)
Samuel M. Silvers, Esq. (by fax: 212-730-1964)