~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~CURRENT~~Date ~~REPORT PURSUANT~~of TOReport ~~SECTION 13 OR 15~~(D)Date ~~OF THE~~of ~~SECURITIES~~earliest ~~EXCHANGE~~event ~~ACT~~reported): OFOCTOBER ~~1934~~ 10, 2007

~~Date of Report (Date of earliest event reported): JULY 24~~ATARI, ~~2007~~INC.

~~ATARI,~~(Exact ~~INC.~~ name of registrant as specified in charter)

DELAWARE (~~Exact~~State ~~name~~or other jurisdiction of ~~registrant~~incorporation asor ~~specified in charter~~organization)

~~DELAWARE (State~~Commission orFile ~~other~~Number: ~~jurisdiction of incorporation or organization)~~ 0-27338

~~Commission~~13-3689915 (I.R.S. ~~File~~employer ~~Number:~~identification ~~0-27338~~ no.)

~~13-3689915~~417 FIFTH AVENUE NEW YORK, NEW YORK 10016 (~~I.R.S.~~Address ~~employer~~of ~~identification~~principal ~~no.)~~executive offices, including zip code)

~~417 FIFTH AVENUE~~(212) 726-6500 ~~NEW YORK, NEW YORK 10016~~ (~~Address~~Registrant’s oftelephone ~~principal executive offices~~number, including ~~zip~~area code)

~~(212) 726~~ Check the appropriate box below if the Form 8-~~6500~~K filing is intended to simultaneously satisfy ~~(Registrant’s~~the ~~telephone~~filing ~~number,~~obligation ~~including~~of ~~area~~the ~~code~~registrant under any of the following provisions (see General Instruction A.2. below):

~~Check~~o ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously satisfy~~Rule ~~the~~425 ~~filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Securities ~~provisions~~Act (~~see~~17 ~~General Instruction~~CFR A230.~~2. below~~425):

o ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o~~ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~TABLE~~o OFPre-commencement ~~CONTENTS~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-3.1: TEXT OF AMENDMENTS TO AMENDED AND RESTATED BY-LAWS


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Table~~Item 3.01 Notice of ~~Contents~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

~~Item~~ (b) As previously disclosed, on October 5, 2007 James Ackerly, Ronald C.03 ~~Amendments~~Bernard, and Michael G. Corrigan were removed from Atari, Inc.’s Board of Directors, via written consent of the majority stockholder. Prior to ~~Articles~~their removal, Messrs. Ackerly, Bernard and Corrigan served as independent directors on Atari’s Audit Committee, with each of ~~Incorporation~~Messrs. Bernard orand ~~Bylaws;~~Corrigan ~~Change~~qualifying as a “financial expert” under applicable Securities and Exchange Commission and NASDAQ rules. As such, upon their removal Atari’s Audit Committee was unconstituted and therefore in ~~Fiscal~~violation ~~Year~~of NASDAQ Marketplace Rule 4350(d)(2)(A). As required by NASDAQ Marketplace Rule 4350(d)(4)(B), on October 8, 2007, Atari notified The NASDAQ Stock Market of the removal of Messrs. Ackerly, Bernard and Corrigan from the Board and the Audit Committee and of its intention to fill the resulting vacancies.

~~(a) On~~As ~~July 24,~~disclosed ~~2007,~~under ~~the~~Item 5.02 ~~Board~~below of(which ~~Directors~~is ofincorporated ~~Atari,~~into ~~Inc~~this Item 3.01 ~~(“Atari”~~by reference), four ~~approved~~new ~~amendments~~independent ~~to Article IV,~~directors ~~Sections 1~~were ~~and~~appointed 2to the Board of Atari’s. ~~Amended~~Messrs. Adair, ~~and Restated Bylaws~~Davis, asand Shein ~~amended~~were ~~(the~~also ~~“Bylaws”)~~elected to ~~permit~~ ~~the~~serve ~~issuance~~on of Atari’s ~~stock~~Audit inCommittee, ~~uncertificated form in accordance~~ with ~~NASDAQ Rule~~Mr. ~~4350(l), which~~Davis ~~requires~~qualifying ~~securities~~as ~~listed on NASDAQ to be eligible for~~ a ~~Direct Registration Program~~ ~~operated~~financial byexpert. aAs ~~clearing~~such, ~~agency~~Atari ~~registered~~is ~~under~~now ~~Section 17A~~compliant ofwith the ~~Securities~~NASDAQ ~~Exchange~~audit ~~Act~~committee ~~of 1934~~constitution ~~on and after January 1, 2008~~rules.

AItem ~~direct~~5.02. ~~registration~~Departure ~~program~~of ~~enables~~Directors ~~investors to establish, either through the company’s transfer agent~~ or ~~through~~Certain ~~the~~Officers; ~~investor’s~~Election ~~broker-dealer,~~of aDirectors; ~~book-entry~~Appointment ~~position on the books~~ of ~~the issuer~~Certain ~~and~~Officers; toCompensatory ~~electronically~~Arrangements transfer their position through the Depositary Trust Company. It also enables investors to have securities registered in their name without having a physical certificate issued. The changes to Article IV of ~~Atari’s~~Certain ~~Bylaws are intended to satisfy these new requirements.~~ Officers

~~The amendments~~(c) On toOctober 10, ~~the~~2007, Curtis ~~Bylaws~~G. ~~are~~Solsvig ~~effective~~III, ~~as of July~~age 2452, ~~2007.~~was ~~The~~appointed ~~foregoing~~Atari’s ~~description of~~Chief ~~the~~Restructuring ~~amendments~~Officer. toCurtis ~~the~~G. ~~Bylaws~~Solsvig ~~are~~III ~~qualified~~works inat ~~their~~AlixPartners ~~entirety~~LLP, bywhich ~~the~~has ~~actual~~been ~~terms~~retained ~~of the amended Bylaws,~~to ~~which~~assist ~~are~~Atari ~~attached~~in ~~hereto~~evaluating asand ~~Exhibit 3.1~~implementing strategic and ~~incorporated~~tactical ~~herein~~options bythrough ~~reference~~its restructuring process.

~~Item~~ Since 2006 Mr. 8Solsvig has been a Managing Director at AlixPartners and has extensive experience in restructuring and managing companies in distressed circumstances.01 ~~Other~~In ~~Events~~that capacity, he had been most recently appointed as interim CEO of CornerStonePropane LP, the fifth largest retail propane distributor. He previously founded Everett & Solsvig in 2001 (and its predecessor entity in 1991), a company specializing in turnaround consulting and interim management. He also worked at Alvarez & Marsal and at the Boston Consulting Group in London and in New York, assisting clients in the restructuring process and in developing solutions to their strategic problems. He has served on the boards of a number of public and private companies.

OnOther ~~July 24,~~than ~~2007,~~pursuant ~~the~~to ~~Board~~Atari’s engagement of ~~Directors~~AlixPartners ~~elected~~(i) there ~~Michael~~is Gno pre-existing arrangement or understanding which required that Mr. Solsvig ~~Corrigan,~~be aselected ~~member~~as the Chief Restructuring Officer of ~~the~~Atari, ~~Board~~and (ii) Mr. Solsvig does not have any direct or indirect material interest in ~~since~~any ~~November~~transactions (existing or proposed) with Atari. Mr. ~~2005,~~Solsvig tois ~~serve~~not asrelated ~~its~~to ~~non-~~any other director/executive ~~Chairman~~officer of Atari.

~~Item~~ (d) 9On October 10, 2007, Wendell H.01 ~~Financial~~Adair, ~~Statements~~Jr. and ~~Exhibits~~Eugene I. Davis were elected to the Board of Directors of Atari. On October 11, 2007 and October 12, 2007, James B. Shein and Bradley E. Scher were elected to the Board of Directors of Atari, respectively. Mr. Davis has been appointed the non-executive Chairman of the Board. Messrs. Adair, Davis and Shein will serve on the Audit Committee of the Board, with Mr. Adair acting as Chair. Messrs. Adair, Shein and Scher will serve on the Compensation and Governance Committee of the Board, with Mr. Shein acting as

~~(d) Exhibits~~2

Exhibit No.		Description
3.1		Text of Amendments to Atari, Inc.’s Amended and Restated Bylaws, as amended, effective July 24 , 2007

Chair and all four new Board members will serve on a Special Committee of the Board that will review related party transactions.

~~Table~~ Wendell H. Adair, Jr. is a member of ~~Contents~~M&A Development Company LLC, a real estate development firm. He is a senior lawyer with 35 years of experience specializing in restructuring and corporate finance. Until April 2006, he held Senior Partner positions at leading US law firms, including Stroock, Stroock & Lavan LLP from September 1999 to April 2006 and McDermott, Will & Emery from September 1989 to September 1999. He has previously served on the boards of private companies and has advised corporate boards with respect to governance, fiduciary duty and financing matters.

~~SIGNATURES~~ Eugene I. Davis is the founder and chairman of consulting group Pirinate, which is focused on restructuring middle market companies. He has held this position since 1999. Prior to this, Mr. Davis was Chief Operating Officer at Total-Tele USA from 1998 to 1999 and held several positions, including Chief Financial Officer, at Emerson Radio from 1990 to 1997. Mr. Davis is a qualified lawyer and was previously a partner at Arter & Hadden LLP. Over the last 10 years he has worked on several restructuring matters including high profile matters such as Tower Automotive and Exide. He has served as independent chairman of the board or chairman of the audit committee of the board for over fifteen companies. He presently serves as a director of Atlas Air Worldwide Holdings, Inc., Foamex International, Inc., American Commercial Lines, Inc., Footstar, Inc., Haights Cross Communication, Knology, Inc., Delta Airlines, Inc., Medicor Ltd., PRG Schultz International, Inc., Viskase Companies Inc., Pilant Corporation, Lumenis Ltd. and Silicon Graphics, Inc.

~~Pursuant~~Bradley toE. Scher is the ~~requirements~~managing member of ~~the~~Ocean ~~Securities~~Ridge ~~Exchange~~Capital ~~Act~~Advisors, ~~of 1934~~LLC, asa ~~amended~~financial advisory company established to assist investors, ~~the~~managements and boards of directors of ~~registrant~~financially ~~has~~and/or ~~duly~~operationally ~~caused~~underperforming companies. He has held this ~~report~~position since 2002. From 1990 to be1996 ~~signed~~and on1996 ~~its~~to ~~behalf~~2002, byhe ~~the~~managed ~~undersigned~~portfolios ~~hereunto~~of ~~duly~~distressed investments at Teachers ~~authorized~~Insurance and Annuity Association of America and PPM America, Inc., respectively. He presently serves as a director of Refco, Inc. and currently and has previously served on the boards of several private companies.

~~ATARI,~~ James ~~INC~~B. ~~By:~~Shein /is Professor of Management & Strategy at Northwestern University’s/ ~~Kristina~~Kellogg School Kof Management. ~~Pappa~~He ~~Kristina~~has Kheld this position since 2002. ~~Pappa~~Since ~~Vice~~1997, ~~President~~Mr. Shein has also been counsel at McDermott, Will & Emery, with primary areas of practice including corporate financial and ~~General~~operating ~~Counsel~~restructurings, business startups and acquisitions, and fiduciary duties of officers and directors. From 1994 to 1997, he was president of J.S. Associates, a consulting firm providing turnaround advice to public and private manufacturing and service companies. Between 1990 and 1994, he was the president and chief executive officer of R.C. Manufacturing.

~~Date:~~ There ~~July 30~~is no pre-existing arrangement or understanding which required that any of Messrs. Adair, ~~2007~~Davis, Scher or Shein be selected as a director of Atari. None of them have any direct or indirect material interest in any transactions (existing or proposed) with Atari outside the context of their directorships.

~~Table~~Item of7.01. ~~Contents~~Regulation FD Disclosure.

~~EXHIBIT~~ On ~~INDEX~~October 15, 2007, Atari issued a press release announcing the election of Messrs. Adair, Davis, Scher and Shein to the Board of Directors (and applicable committees) and the appointment of Mr. Solsvig as our Chief Restructuring Officer.

Exhibit No.		Description
3.1		Text of Amendments to Atari, Inc.’s Amended and Restated Bylaws, as amended, effective July 24 , 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ATARI, INC.
	By:	/s/ Kristina K. Pappa
		Kristina K. Pappa
		Vice President and General Counsel

Date: October 16, 2007

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