S-3

As filed with the Securities and Exchange Commission on August 23, 2005

     Registration No. 333-___

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

MIDWAY GAMES INC.

(Exact name of Registrant as specified in its charter)

Delaware	22-2906244
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

2704 West Roscoe Street, Chicago, Illinois 60618 (773) 961-2222
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Deborah K. Fulton, Esq.
Senior Vice President, Secretary and General Counsel
Midway Games Inc.
2704 West Roscoe Street, Chicago, Illinois 60618 (773) 961-2222
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Pamela E. Flaherty, Esq.
Blank Rome LLP
405 Lexington Avenue
New York, NY 10174
(212) 885-5174

     Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective as the selling stockholders shall determine.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ___

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ___

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

		Proposed maximum	Proposed maximum
	Amount to	offering price	aggregate offering	Amount of
Title of securities to be registered	be registered	per share	price	Registration Fee
Common stock, par value $.01 (1)	119,433 shares (2)	$14.75 (3)	$1,761,637 (3)	$0 (4)

(1)	Also relates to stock purchase rights that are attached to all shares of common stock of the Registrant in accordance with the Third Amended and Restated Rights Agreement between the Registrant and The Bank of New York, dated October 14, 2003. These rights are not exercisable until the occurrence of events specified in the Rights Agreement, are evidenced by the certificates for the common stock and are transferred along with and only with the common stock. The value attributable to these rights, if any, is reflected in the value of the common stock, and, accordingly, no separate fee is paid.
(2)	Represents up to 119,433 shares of common stock of the Registrant being registered for resale by the holders of these shares or holders of rights to acquire these shares and an indeterminable number of additional shares of common stock, pursuant to Rule 416 under the Securities Act of 1933, that may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions affecting the shares to be offered by these holders.
(3)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) of the Securities Act of 1933 based on the average of the high and low prices of the Registrant’s common stock reported on the New York Stock Exchange on August 17, 2005.
(4)	The registration fee has been reduced by $207.34, which amount is being offset, under Rule 457(p), against fees previously paid with the Registrant’s registration statement on Form S-3, initially filed on June 22, 2001 (File No. 333-63642) in respect of 5,814,108 of the shares registered in that offering which were never sold or issued in that offering and were subsequently deregistered.

     The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

MIDWAY GAMES INC.

Up to 119,433 Shares of Common Stock
par value $.01

     The persons offering shares of our common stock by means of this prospectus, and the maximum number of shares that they may offer, are identified under the heading “Selling Stockholders” in this prospectus. The selling stockholders acquired the shares or rights to acquire the shares of our common stock covered by this prospectus in connection with our acquisition of Ratbag Holdings Pty Ltd (“Ratbag”), a software development company located in Australia. See “Selling Stockholders” on pages 3 and 4 below.

     Our principal executive office is located at 2704 West Roscoe Street, Chicago, IL 60618, telephone no. (773) 961-2222. Our common stock is listed on the New York Stock Exchange under the symbol “MWY.” On August 22, 2005, the last reported sale price of our common stock on the NYSE was $16.00 per share.

     The selling stockholders may offer shares through public or private transactions, at prevailing market prices, at privately negotiated prices or by any other lawful method. The selling stockholders are not required to sell any of their shares. More detailed information about the distribution of the shares is found in the section of this prospectus entitled “Plan of Distribution.”

Investing in our common stock involves risks.
See “Risk Factors” on page 2.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is ______________, 2005.

About this Prospectus

     You should carefully read this prospectus before purchasing our common stock, including the information under the heading “Risk Factors.” You should also carefully read the documents that are identified under the heading “Documents Incorporated by Reference” near the end of this prospectus.

Risk Factors

     Investing in our securities involves risks. The most significant factors that make an investment in our securities risky or speculative are discussed under the captions “Item 1. Business—Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K; and in the Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that are incorporated by reference in this prospectus. These factors, and others that are not presently known to us, may cause our operating results to vary from anticipated results or may materially and adversely affect our business and financial condition. If any of the unfavorable events or circumstances described in the risk factors actually occur, our business may suffer, the trading price of our common stock and other securities could decline, and you could lose all or part of your investment.

Forward-Looking Statements

     Some of the information in this prospectus contains “forward-looking statements” within the meaning of the federal securities laws. These statements may also be found in the information incorporated by reference in this prospectus. These statements describe our plans, strategies and goals and our beliefs concerning future business conditions and our business outlook based on currently available information. We make no commitment to update the forward-looking statements included in this prospectus, except as required by law. Forward-looking statements typically are identified by use of terms describing future events and terms such as “may,” “will,” “could,” “should,” “expect,” “anticipate,” “seek,” “believe,” “plan,” “strategy,” “estimate,” “intend” and similar words, although some forward-looking statements are expressed differently. You should consider carefully the discussion of risks and uncertainties incorporated by reference as described under the heading “Risk Factors” above and in other sections of this prospectus, as well as in the information incorporated by reference, which describe additional factors that could cause events or our actual results to differ from the expectations expressed in the forward-looking statements.

Use of Proceeds

     We will not receive any proceeds from the sale of the shares of common stock by the selling stockholders in this offering.

Common Stock Market Price Data

     Our common stock trades publicly on the NYSE under the symbol “MWY.” The following table shows the high and low closing sale prices of our common stock for the periods indicated as reported on the NYSE:

Calendar Period	High		Low
2003
First Quarter	$	4.62	$	2.95
Second Quarter		4.22		3.14
Third Quarter		3.82		2.10
Fourth Quarter		3.92		2.62

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Calendar Period	High		Low
2004
First Quarter	$	7.38	$	3.65
Second Quarter		12.85		7.25
Third Quarter		12.53		9.45
Fourth Quarter		11.63		9.23
2005
First Quarter	$	10.66	$	8.69
Second Quarter		11.11		8.19
Third Quarter (through August 22, 2005)		16.00		11.19

On August 22, 2005, there were approximately 1,050 holders of record of our common stock.

Dividend Policy

     We have never paid cash dividends on our common stock. In addition, under our agreements with our bank and with some of our securityholders, we are prohibited from paying cash dividends on our common stock. We plan to retain any earnings to fund the operation of our business.

Selling Stockholders

     We are registering a total of 119,433 shares of common stock in order to permit the persons named below to offer the shares for resale from time to time. We have agreed to pay the expenses of the registration.

     On August 4, 2005, we issued 377,453 shares of our common stock as consideration for all of the shares of capital stock of Ratbag Holdings Pty Ltd. This prospectus covers 30,196 of those shares, which were issued to Martin Cooper in exchange for his Ratbag shares. This prospectus also covers 41,117 shares of our common stock issued on the same date to five persons, including Mr. Cooper, as consideration for the extinguishment of all rights to acquire shares of capital stock of Ratbag. 1,055 of those shares were issued to Mr. Cooper. This prospectus also covers up to 38,050 shares that may be issued to employees of Ratbag, as described below.

     Of Mr. Cooper’s shares of our common stock that are covered by this prospectus, 1,153 will be held in escrow until August 4, 2006 and another 3,349 will be held in escrow until August 4, 2008 for his potential indemnification obligations to us. These shares may not be sold as long as they are held in escrow. He has also agreed not to sell or otherwise transfer the following numbers of the remaining shares issued to him until the following dates: 4,935 shares until August 4, 2006; another 4,566 shares until after August 4, 2007; and another 1,218 shares until after August 4, 2008.

     We also agreed with Mr. Cooper and the other four selling stockholders who received their shares on August 4, 2005 in extinguishment of rights to acquire Ratbag shares, to issue additional shares of our common stock to them if the price of our common stock is less than $13.14 per share at the time that the registration statement, of which this prospectus forms a part, is declared effective. If that happens, we will issue a number of additional shares calculated by dividing $737,050 by the closing price per share of our common stock on the business day immediately preceding the date the registration statement is declared effective, and subtracting 56,092. The additional shares will be allocated to those selling stockholders pro rata in accordance with the respective number of our shares issued to them in connection with our acquisition of Ratbag that are subject to the adjustment. Within the total number of shares covered by this prospectus, we have included 10,070 additional shares to cover any shares that may be issued under these conditions. None of these additional shares, if any are issued, will be subject to any of the contractual transfer restrictions described above.

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     On August 4, 2005, we also granted rights to purchase an aggregate of 38,050 shares of our common stock to 10 employees of Ratbag as inducements to remain so employed after the acquisition. These rights are exercisable as to 33% of these shares on August 4, 2006, as to an additional 33% of these shares on August 4, 2007 and as to an additional 34% of these shares on August 4, 2008. Rights may be exercised without consideration for those shares only within the one-month period following each the date they become exercisable. If the employee’s services with us (including our subsidiaries) are terminated for any reason except for a termination by us without cause, the employee will forfeit any unexercised rights. The holders of the rights are identified in the selling stockholder table below.

     Prior to the acquisition, Ratbag provided videogame development services to us. The selling stockholders, as indicated by the footnotes to the selling stockholder table below, were employees or a consultant of Ratbag prior to the acquisition. The selling stockholders other than Mr. Cooper continue to be so employed. Except in their service to Ratbag, the selling stockholders have not had any material relationships with us in the past three years.

     Each of the selling stockholders has advised us that he or she is not a registered broker-dealer and is not an affiliate of a registered broker-dealer.

     The table below identifies the selling stockholders and other information regarding the beneficial ownership of our common stock by each of the selling stockholders. The second column lists the number of shares of our common stock beneficially owned by each selling stockholder as of August 22, 2005. The third column lists the number of shares of common stock that may be offered by each selling stockholder through this prospectus.

     The fourth and fifth columns assume the sale of all of the shares offered by each selling stockholder in this offering, although the selling stockholders are not required to sell any of their shares included in this prospectus. We do not know whether any selling stockholder will sell any or all of his or her shares of common stock under this prospectus.

					Shares		Percent of Class
	Amount and Nature of		Shares to		Beneficially Owned		Beneficially Owned
Name of each selling stockholder	Beneficial Ownership		be Sold (1)		After Offering		After Offering(2)
Mark Stewart Bracken (3)		13,889		16,382		0		0	%
Pierangelo Della Porta (3)		8,370		9,873		0		0	%
Nicholas Jon Young (3)		1,046		1,234		0		0	%
Cameron Jack Dunn (3)(4)		16,757		23,570		0		0	%
Sadhana Pereira (4)		0		3,805		0		0	%
Adam Mackay-Smith (4)		0		3,805		0		0	%
Andrew Medlin (4)		0		3,805		0		0	%
David Joseph Todd (4)		0		3,805		0		0	%
Frantisek Fulin (4)		0		3,805		0		0	%
Karl Burdack (4)		0		3,805		0		0	%
Kim Forrest (4)		0		3,805		0		0	%
Robin Maddock (4)		0		3,805		0		0	%
Tony Albrecht (4)		0		3,805		0		0	%
Martin Saumarez Cooper (3)(5)		31,251		34,129		0		0	%
Total		71,313		119,433		0		0	%

(1) Represents the maximum number of shares that could be sold under this prospectus. An aggregate of 10,070 of the shares in this column, allocated among the selling stockholders as described above, represents the additional shares that may be issued in respect of adjustments, as described above. The table assumes that the selling stockholders sell all of their shares being offered under this prospectus. Each selling stockholder, however, will determine the number of shares to be sold by that holder and if or when he or she will sell.

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(2)	Calculated based on 87,667,369 shares of common stock outstanding as of August 22, 2005.
(3)	These persons were holders of rights to purchase shares of common stock of Ratbag prior to the acquisition and received shares of our common stock as consideration for the extinguishment of all rights to acquire shares of Ratbag.
(4)	These persons were employees of Ratbag prior to the acquisition and received rights to acquire shares of our common stock as inducements to remain employed by Ratbag after the acquisition. The rights become exercisable as described above.
(5)	Mr. Cooper was consultant, rights holder and shareholder of Ratbag and received some of his shares of our common stock as consideration for his Ratbag shares, as described above.

Plan of Distribution

     The shares of common stock to be sold in this offering are listed for trading on the NYSE. The selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, if available, rather than under this Prospectus. The selling stockholders have agreed not to sell or offer to sell the shares in Australia within 12 months of the date they were issued.

     The selling stockholders may sell all or a portion of the common stock beneficially owned by them and offered through this prospectus directly or through one or more broker-dealers or agents. If the common stock is sold through broker-dealers or agents, the selling stockholder will be responsible for any commissions. The common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, at negotiated prices or in a combination of any of these methods of sale or by any other method permitted under applicable law.

     The selling stockholders and any broker-dealer participating in the distribution of shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, and any commission paid, or any discounts allowed to the broker-dealer may be deemed to be underwriting discounts or commissions under the Securities Act. Under the securities laws of some states, the shares of common stock may be sold in those states only through registered or licensed brokers or dealers.

     The selling stockholders have advised us that they are not residents of the United States and acquired the shares of common stock offered through this prospectus in a transaction outside the United States. The selling stockholders have also advised us that they have acquired their shares of common stock offered through this prospectus for investment and not for sale or distribution, except pursuant to a registration statement or an applicable exemption from registration under the Securities Act. Each of the selling stockholders has also advised us that he or she is not a registered broker-dealer and is not an affiliate of a registered broker-dealer. We do not know whether any selling stockholder will sell any or all of his or her shares of common stock under this prospectus.

     We will pay all expenses of the registration of the shares of common stock being offered under this prospectus, including SEC filing fees. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We expect that our expenses for this offering, including primarily filing fees and legal expenses, will be approximately $30,000.

     We will indemnify the selling stockholders who received their shares of our common stock as consideration for their shares of, or rights to acquire, Ratbag stock against liabilities, including some liabilities under the Securities Act of 1933 and the Securities Exchange Act of 1934, in accordance with an agreement with those holders. We will be indemnified by those selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by those selling stockholders for use in this prospectus.

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     Each share of common stock is sold together with stock purchase rights under our Rights Agreement with the Bank of New York, as rights agent. These rights are described in a registration statement on Form 8-A/A, Amendment No. 4 (File No. 001-12367), which we filed with the SEC on October 16, 2003. See “Documents Incorporated by Reference” below.

Legal Matters

     The validity of the issuance of the shares offered by this prospectus will be passed upon by our counsel, Blank Rome LLP, New York, New York. As of August 22, 2005, partners of Blank Rome LLP held a total of 1,000 shares of our common stock and options to purchase 60,000 shares of our common stock.

Experts

     Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements and schedule included in our Annual Report on Form 10-K for the year ended December 31, 2004, and management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2004, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements and schedule and management’s assessment are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

Where You Can Find More Information

     We have filed a registration statement on Form S-3 with the SEC in connection with this offering (File No. 333-___). In addition, we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement and any other documents we have filed at the SEC’s Public Reference Room at 100 F St., NE, Washington, DC 20549. You may call the SEC at 1-800-SEC-0330 for information on the operation of the Public Reference Room. Our SEC filings are also available to the public at the SEC’s Internet site found at “www.sec.gov” and can be inspected at the offices of the NYSE, 20 Broad Street, New York, NY 10005. The SEC’s Internet site contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

     This prospectus is part of the registration statement and does not contain all of the information included in the registration statement. Whenever a reference is made in this prospectus to any contract or other document of ours, you should refer to the exhibits that are a part of the registration statement for a copy of the contract or document.

Documents Incorporated by Reference

     The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC. This means that we are disclosing important information to you without restating that information in this document. Instead, we are referring you to the documents listed below, and you should consider those documents to be part of this prospectus. Information that we file with the SEC after the date of this prospectus will update and supersede the information in this prospectus and the documents listed below.

     We incorporate by reference into this prospectus the documents listed below, all documents that we file under the Securities Exchange Act of 1934 after the date of the initial registration statement and prior to effectiveness of the registration statement and all documents that we file in the future with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, including exhibits, until this offering is terminated:

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• our annual report on Form 10-K for the year ended December 31, 2004;

• our quarterly reports on Form 10-Q for the quarters ended March 31, 2005 and June 30, 2005;

• our current reports on Form 8-K filed on March 2, 2005, March 3, 2005, March 9, 2005, May 10, 2005, May 11, 2005, June 7, 2005, August 5, 2005 and August 8, 2005; and

• the description of our common stock and accompanying rights contained in our registration statement on Form 8-A/A, Amendment No. 4 (File No. 001-12367) filed on October 16, 2003.

     We will provide to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, a copy of any or all of the information that we have incorporated by reference in this prospectus. You may request copies of this information in writing or orally, and we will provide it at no cost. You may contact us at:

Midway Games Inc.
2704 West Roscoe Street
Chicago, IL 60618
Attention: Deborah K. Fulton, General Counsel
Telephone: (773) 961-2222

     You should rely only on the information incorporated by reference or contained in this prospectus. We have not authorized any dealer, salesperson or other person to give you different information. This prospectus is not an offer to sell nor is it seeking an offer to buy the securities referred to in this prospectus in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of the delivery of this prospectus or any sale of the securities referred to in this prospectus.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

     The table below itemizes the expenses payable by the Registrant in connection with the registration and issuance of the securities being registered hereunder. The Registrant will bear all expenses of this offering. All amounts shown are estimates, except for the NYSE listing application fee and the SEC registration fee.

Registration Fee or Offset	$	207
Accounting Fees and Expenses		3,000
NYSE listing application fee		2,500
Legal Fees and Expenses		20,000
Miscellaneous		4,293
Total	$	30,000

Item 15. Indemnification of Directors and Officers.

     The Registrant’s authority to indemnify its officers and directors is governed by the provisions of Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”), by the Amended and Restated Bylaws of the Registrant, as amended (the “Bylaws”), by the Restated Certificate of Incorporation, as amended, of the Registrant (the “Certificate of Incorporation”) and by indemnification agreements entered into with directors and officers (the “Indemnity Agreements”).

     Under Section 145 of the DGCL, directors and officers as well as other employees and individuals may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation (a “derivative action”)) if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Registrant, and with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with defense or settlement of such an action and the DGCL requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the Registrant.

     The Certificate of Incorporation and Bylaws provide that the Registrant shall, to the fullest extent permitted by Section 145 of the DGCL, (i) indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and (ii) advance expenses related thereto to any and all said persons. The indemnification and advancement of expenses provided for therein shall not be deemed to be exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such offices, and shall continue as to persons who have ceased to be directors, officers, employees or agents and shall inure to the benefit of the heirs, executors and administrators of such persons. In addition, the Certificate of Incorporation provides for the elimination of personal liability of directors of the Registrant to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, to the fullest extent permitted by the DGCL, as amended and supplemented.

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     The Indemnity Agreements provide for the indemnification of officers and directors to the fullest extent permitted by the laws of the State of Delaware, and obligate the Registrant to provide the maximum protection allowed under Delaware law. In addition, the Indemnity Agreements supplement and increase that protection.

     The Registrant has purchased an insurance policy that provides coverage for losses of up to an aggregate amount of $40 million arising from claims made against the directors or officers for any actual or alleged wrongful act in their capacities as directors or officers of the Registrant. The coverage only applies, however, if indemnity is not available pursuant to the provisions described above.

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 16. Exhibits.

The following exhibits are being furnished herewith or incorporated by reference herein:

Exhibit
Number	Description
4.1	Specimen Certificate of Common Stock, incorporated by reference to the Registrant’s registration statement on Form S-1, as amended, effective October 29, 1996 (File No. 333-11919).
4.2	Third Amended and Restated Rights Agreement, dated as of October 14, 2003, between the Registrant and The Bank of New York, as Rights Agent, incorporated by reference to the current report on Form 8-K filed by the Registrant on October 15, 2003.
4.3	Ratbag Equity Award Rights Plan adopted by the Registrant in July 2005.
4.4	Form of Rights Agreements between the Registrant and former employees of Ratbag under the Ratbag Equity Award Rights Plan.
5	Opinion of Blank Rome LLP, counsel for the Registrant.
23.1	Consent of Blank Rome LLP (contained in the Opinion filed as Exhibit 5 hereto).
23.2	Consent of Ernst & Young LLP.
24	Power of Attorney (contained on the signature page hereof).

Item 17. Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the

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plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

          (2) That, for the purpose of determining liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer of controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on this 23^rd day of August, 2005.

MIDWAY GAMES INC.
By:	/s/ David F. Zucker
	David F. Zucker
	President and Chief Executive Officer

Power of Attorney

     Each person whose signature to this Registration Statement appears below hereby appoints David F. Zucker, Thomas E. Powell and Deborah K. Fulton, and each of them acting singly, as his or her attorney-in-fact, to sign on his or her behalf individually and in the capacity stated below (i) any and all amendments (including post-effective amendments), supplements and additions to this registration statement, (ii) any and all registration statements relating to an offering contemplated pursuant to Rule 415 of the Securities Act of 1933, as amended, and (iii) any and all registration statements filed pursuant to Rule 462 under the Securities Act, of Midway common stock and any and all amendments (including post-effective amendments), supplements and additions thereto, and to file each of the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or each of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Date	Title
/s/ David F. Zucker	August 23, 2005	President and Chief Executive Officer (Principal Executive
David F. Zucker		Officer)
/s/ Thomas E. Powell	August 23, 2005	Executive Vice President—Finance, Treasurer and Chief
Thomas E. Powell		Financial Officer (Principal Financial Officer)
/s/ James R. Boyle James R. Boyle	August 23, 2005	Vice President—Finance, Controller and Assistant Treasurer (Principal Accounting Officer)
/s/ Peter C. Brown	August 23, 2005	Director
Peter C. Brown
/s/ William C. Bartholomay	August 23, 2005	Director
William C. Bartholomay
/s/ Joseph A. Califano, Jr.	August 23, 2005	Director
Joseph A. Califano, Jr.
/s/ Kenneth D. Cron	August 23, 2005	Director
Kenneth D. Cron
/s/ Shari E. Redstone	August 23, 2005	Director
Shari E. Redstone
/s/ Ira S. Sheinfeld	August 23, 2005	Director
Ira S. Sheinfeld
/s/ Robert N. Waxman	August 23, 2005	Director
Robert N. Waxman

EXHIBIT INDEX

Exh. No.	Description
4.1	Specimen Certificate of Common Stock, incorporated by reference to the Registrant’s registration statement on Form S-1, as amended, effective October 29, 1996 (File No. 333-11919).
4.2	Third Amended and Restated Rights Agreement, dated as of October 14, 2003, between the Registrant and The Bank of New York, as Rights Agent, incorporated by reference to the current report on Form 8-K filed by the Registrant on October 15, 2003.
4.3	Ratbag Equity Award Rights Plan adopted by the Registrant in July 2005.
4.4	Form of Rights Agreements between the Registrant and former employees of Ratbag under the Ratbag Equity Award Rights Plan.
5	Opinion of Blank Rome LLP, counsel for the Registrant.
23.1	Consent of Blank Rome LLP (contained in the Opinion filed as Exhibit 5 hereto).
23.2	Consent of Ernst & Young LLP.
24	Power of Attorney (contained on the signature page hereof).

EX-4.3

Exhibit 4.3

MIDWAY GAMES INC.

RATBAG EQUITY AWARD RIGHTS PLAN

Article I — Purpose of the Plan

     The Ratbag Equity Award Rights Plan (the “Plan”) is intended to provide employment inducement awards to key employees (the “Employees”) of Ratbag Services Pty Ltd. and its affiliates (“Ratbag”) at the time of the acquisition (the “Acquisition”) of Ratbag by a wholly-owned subsidiary of Midway Games Inc. (the “Company”). The Company desires to induce the Employees to be employed, or to continue to be employed, by the Company or one of the Company’s subsidiaries (collectively, the “Subsidiaries,” individually, a “Subsidiary”) following the Acquisition by providing the Employees rights (“Rights,” individually, a “Right”) to purchase shares of common stock, $0.01 par value per share (“Common Stock”) of the Company. Under the Plan, Rights to purchase shares of Common Stock will be granted to Employees selected by the Committee in the manner hereinafter provided on the terms and subject to the conditions hereinafter set forth. Capitalized terms, other than those defined above, are defined in Article XIV hereof.

Article II — Administration of the Plan

     Section 1. Subject to the authority as described herein of the Board of Directors (the “Board”) of the Company, the Plan shall be administered by the Compensation Committee of the Board (the “Committee”). The Committee is authorized to interpret the Plan and may from time to time adopt such rules and regulations for carrying out the Plan as it may deem best. Subject to any applicable provisions of the Plan, all determinations by the Committee or by the Board pursuant to the provisions of the Plan, and all related orders or resolutions of the Committee or the Board, shall be final, conclusive and binding on all Persons, including the Company and its stockholders, employees, directors and Rights holders.

     Section 2. All authority delegated to the Committee pursuant to the Plan may also be exercised by the Board. Subject to the foregoing, in the event of any conflict or inconsistency between determinations, orders, resolutions or other actions of the Committee and the Board, the actions of the Board shall control.

Article III — Stock Subject to the Plan

     Section 1. The shares to be issued or delivered upon exercise of Rights granted under the Plan shall be made available, at the discretion of the Board, either from the authorized but unissued shares of Common Stock of the Company or from shares of Common Stock reacquired by the Company, including shares purchased by the Company in the open market or otherwise obtained.

     Section 2. Subject to the provisions of Article X hereof, the aggregate number of shares of Common Stock which may be purchased pursuant to Rights granted at any time under the Plan shall not exceed 38,050.

     Section 3. Shares subject to any Rights which are canceled, lapse or are otherwise terminated shall not be available for re-issuance under the Plan.

Article IV — Purchase Price of Shares Subject to Rights

     Unless the Committee shall fix a different purchase price, the purchase price per share of Common Stock under each Right granted to the Employees shall be $0.00.

Article V — Eligibility of Recipients

     Rights will be granted only to Employees of Ratbag.

Article VI — Duration of the Plan

     Unless previously terminated by the Committee or the Board, the Plan will terminate three days after the closing of the Acquisition. Such termination will not terminate or otherwise affect any Right then outstanding.

Article VII — Grant of Rights to Employees

     Section 1. The Rights to be granted under the Plan will be granted concurrently with the consummation of the Acquisition.

     Section 2. The Committee shall determine subject to the terms of the Plan the number of shares subject to each Right, the time or times when each Right may be exercised, any conditions of vesting and any other matters which the Committee shall deem appropriate.

     Section 3. All instruments evidencing Rights granted to the Employees under the Plan shall be in the form of the agreement (the “Rights Agreement”) attached hereto as Exhibit A.

Article VIII — Transferability of Rights

     Rights granted under the Plan may be transferable by the Right holder to the extent permitted by the Committee but only as specified in the Rights Agreement.

Article IX — Exercise of Rights

     Section 1. Each Right granted under the Plan shall terminate on the date specified by the Committee, which date shall be not later than the expiration of three years and one month from the date on which it was granted. Rights shall be exercisable in accordance with the terms of each Rights Agreement.

     Section 2. Each Right must be exercised in the manner set forth in the Rights Agreement.

     Section 3. Each Right shall be subject to the requirement that if at any time the Board shall in its discretion determine that the listing, registration or qualification of the shares of Common Stock subject to such Right upon any securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of or in connection with, the granting of such Right or the issuance or purchase of shares thereunder, such Right may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free from any conditions not reasonably acceptable to the Board. Unless, at the time of exercise of a Right and the issuance of Common Stock so purchased, there shall be in effect as to such Common Stock a registration statement under the Act, the Right holder shall deliver a certification (a) acknowledging that such shares of Common Stock may be “restricted securities” as defined in Rule 144 promulgated under the Act; and (b) containing such Right holder’s agreement that such Common Stock may not be sold or otherwise disposed of except in compliance with applicable provisions of the Act. In the event that the Common Stock is then listed on a national securities exchange, the Company shall use its best efforts to cause the listing of the shares of Common Stock subject to Rights upon such exchange.

     Section 4. The Company may establish appropriate procedures to provide for payment or withholding of such income or other taxes as may be required by applicable law to be paid or withheld in

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connection with the exercise of Rights or any other matters under the Plan, and to ensure that the Company receives prompt advice concerning the occurrence of any event which may create, or affect the timing or amount of, any obligation to pay or withhold any such taxes or which may make available to the Company any tax deduction resulting from the occurrence of such event.

Article X — Adjustments

     Section 1. New Rights may be substituted for the Rights granted under the Plan, or the Company’s duties as to Rights outstanding under the Plan may be assumed by a corporation other than the Company, or by a parent or subsidiary of the Company or such corporation, in connection with any merger, consolidation, acquisition, separation, reorganization, liquidation or other similar corporate transaction in which the Company is involved. Notwithstanding the foregoing or the provisions of this Article, in the event such corporation, or parent or subsidiary of the Company or such corporation, does not substitute new Rights for, and substantially equivalent to, the Rights granted hereunder, or assume the Rights granted hereunder, the Rights granted hereunder shall terminate and thereupon become null and void (i) upon dissolution or liquidation of the Company, or similar occurrence, (ii) upon any merger, consolidation, acquisition, separation, reorganization, or similar occurrence, where the Company will not be a surviving entity or (iii) upon a transfer of substantially all of the assets of the Company or more than 80% of the outstanding Common Stock in a single transaction; provided, however, that each Right holder shall have the right immediately prior to or concurrently with such dissolution, liquidation, merger, consolidation, acquisition, separation, reorganization or other similar corporate transaction, to exercise any unexpired Right granted hereunder whether or not then exercisable.

     Section 2. In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities of the Company, or other corporate transaction or event affects the shares of Common Stock subject to the Rights such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or property) with respect to which Rights have been granted and any limitations set forth in the Plan, (ii) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or property) subject to outstanding Rights and (iii) the grant or exercise or target price with respect to any Right or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Right including, if necessary, the termination of such Right. Without limiting the generality of the foregoing, any such adjustment shall be deemed to have prevented any dilution and enlargement of a Right holder’s rights if such Right holder receives in any such adjustment rights which are substantially similar (after taking into account the fact that the Right holder has not paid the applicable exercise price) to the rights the Right holder would have received had he exercised his outstanding Rights and become a stockholder of the Company immediately prior to the event giving rise to such adjustment.

Article XI — Privileges of Stock Ownership

     No Right holder, or legal representative, legatee, distributee or transferee of such Right holder, shall be entitled to any rights or privileges of a stockholder of the Company in respect of any shares of Common Stock covered by a Right until such Right has been exercised and the shares have been registered in the Company’s register of stockholders.

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Article XII — Amendments to the Plan

     The Board may at any time terminate or from time to time amend, modify or suspend the Plan; provided, however, that no such amendment, modification, termination or suspension shall, without the written consent of an Right holder, adversely affect any rights or obligations under any Right theretofore granted to such Right holder under the Plan.

Article XIII — Effective Date of the Plan

     The Plan shall be effective concurrently with the closing of the Acquisition.

Article XIV – Governing Law

     This Plan and the terms of any Rights granted hereunder shall be governed, construed and interpreted in accordance with the laws of the State of Delaware of the United States, without giving effect to any conflicts of law rule or principle that might require the application of the laws of another jurisdiction.

Article XV – Definitions

     For the purposes of this Plan, the following terms shall have the meanings indicated:

Act: The Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Board: Such term is defined in Article II, Section I hereof.

Committee: Such term is defined in Article II, Section 1 hereof.

Director: Such term includes any director of the Company.

Person: Such term shall have the meaning ascribed to it under the Securities and Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder.

Plan: Such term is defined in Article I hereof and includes all amendments hereof.

Rights Agreement: Such term is defined in Article VII, Section 3 hereof.

(See Exhibit 4.4 for Exhibit A hereto)

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EX-4.4

Exhibit 4.4

FORM OF RIGHTS AGREEMENT

     THIS RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the [#] 2005 by and between Midway Games Inc., a Delaware corporation, having its principal executive offices at 2704 West Roscoe Street, Chicago, Illinois 60618 (the “Company”) and [#] residing at [#] (“Employee”).

W I T N E S S E T H:

     WHEREAS, Employee, who has not previously been employed by the Company or its subsidiaries, is agreeing to continue employment with Ratbag Services Pty Ltd (ACN 066 907 266) (“Ratbag”), a company incorporated in South Australia, Australia, the holding company of which (Ratbag Holdings Pty Ltd (ACN 066 942 890)) is to be acquired by the Company, or a subsidiary of the Company, under an acquisition agreement of even date herewith (the “Acquisition Agreement”); and

     WHEREAS, simultaneously herewith Employee and Ratbag are entering into an Employment Agreement (the “Employment Agreement”) that, among other matters, requires the Company to grant to Employee the rights to acquire shares of the Company’s common stock, $0.01 par value per share (“Common Stock”) provided for in this Agreement.

     NOW, THEREFORE, subject to the terms of the Company’s Ratbag Equity Award Rights Plan (the “Plan”) the Company is hereby granting to Employee rights to acquire shares of the Common Stock on the terms and conditions, and subject to the restrictions, herein set forth:

     Section 1. Definitions.

As used in this Agreement, the following terms shall have the following meanings:

A.	“Date of Grant” means the date on which Closing takes place under the Acquisition Agreement.
B.	“Date of Vesting” means the date or dates on which Rights vest pursuant to the schedule set forth in Section 4 hereof.
C.	“Rights” means the number of rights to acquire the equivalent number of Shares of the Common Stock under the terms of this Agreement and the Plan.
D.	“Shares” means the number of shares of the Common Stock, with a total value of US$50,000 based on the closing price of the Common Stock as reported on the New York Stock Exchange on the day two business days in New York immediately prior to the Date of Grant.

     Section 2. Grant. Effective on the Date of Grant, the Company grants to Employee Rights to acquire the Shares, subject to the terms of the Plan and this Agreement, including, without limitation, the forfeiture provisions set forth in Section 3 hereof, the provisions for lapse set forth in Section 5 hereof and the limitations on transfer set forth in Section 6 hereof. One Right represents the unfunded, unsecured right of Employee to receive one Share under Section 5.

     Section 3. Forfeiture of Rights upon Termination of Employment before vesting. If the services of Employee to Ratbag shall be terminated before the Date of Vesting for any reason other than a termination by Ratbag without “cause” (as such term is defined in the Employment Agreement) or if the

Employee resigns as an employee of Ratbag, Employee shall immediately forfeit to the Company all Rights that have not previously vested as provided in Section 4 hereof, without any consideration paid to Employee, and, thereafter, Employee shall have no further rights with respect to such Rights. If the services of Employee to Ratbag shall be terminated by Ratbag without “cause” (as such term is defined in the Employment Agreement), Employee shall retain Employee’s rights to such Rights under this Agreement.

     Section 4. Vesting Schedule. Subject to the forfeiture provisions of Section 3, if Employee has been continuously employed by Ratbag from the Date of Grant until the applicable Date of Vesting as set out in this Section 4 (or if Employee has been terminated by Ratbag without “cause” after the Date of Grant), the Rights shall vest according to the following schedule:

• as to thirty-three percent (33%) of the Rights, on the first anniversary of the Date of Grant;

• as to thirty-three percent (33%) of the Rights, on the second anniversary of the Date of Grant;

• as to the remaining thirty-four percent (34%) of the Rights, on the third anniversary of the Date of Grant.

If the first two installments include a fraction of a Right, such fraction of a Right shall not then vest, and the fraction shall be carried forward and added to subsequent installments.

     Section 5. Exercise of Rights. Subject to the forfeiture provisions of Section 3 and the vesting schedule in Section 4, if the Employee has been continuously employed by Ratbag from the Date of Grant until the Date of Vesting (or if Employee has been terminated by Ratbag without “cause” after the Date of Grant), Employee may exercise the Rights within one month following the Date of Vesting of those Rights by giving written notice to the Company in the form of notice attached as Exhibit 1 (or in such other form and manner as the Company may prescribe) and so that the notice is received by the Company within one month following the Date of Vesting. The purchase price per Share set forth in Article IV of the Plan shall be payable by Employee to the Company on the exercise of the Rights. Following receipt of the notice of exercise of the Rights, the Company shall promptly issue or cause there to be transferred to Employee the number of Shares in respect of which the Rights have been exercised at which time the number of Rights equal to the number of Shares issued or transferred to Employee shall be extinguished. If written notice of exercise of the Rights (in accordance with the other provisions of this Section 5) is not received by the Company within one month following the Date of Vesting of the Rights, then such Rights will lapse at the expiration of that one month period.

     Section 6. Limitations on Transfer. Rights may not be sold, assigned, transferred, exchanged, pledged, hypothecated, or otherwise encumbered, and no such sale, assignment, transfer, exchange, pledge, hypothecation, or encumbrance, whether made or created by voluntary act of Employee or of any agent of Employee or by operation of law, shall be recognized by, or be binding upon, or shall in any manner affect the rights of, the Company or any agent or any custodian.

     Section 7. No Stockholder Rights. Unless and until the Rights are exercised pursuant to Section 5 hereof and the Shares are registered in the Company’s register of stockholders, Employee shall not have any rights as a stockholder of the Company, including (without limitation) no right to receive any dividend paid by the Company on its Common Stock until the Rights have been exercised pursuant to Section 5 hereof.

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     Section 8. Registration or Exemption The Company shall use reasonable commercial efforts to procure that the resale of the Shares by Employee, when issued, are the subject of an effective registration statement under the Securities Act of 1933, as amended (the “Act”) unless the resale of the Shares is permitted without registration under an available exemption under the Act.

     Section 9. No Right to Continued Employment. This Agreement shall not be construed as giving Employee the right to be retained in the employ of, or in any consulting relationship to, Ratbag or the Company or its subsidiaries. Further, Ratbag may at any time dismiss Employee (subject to the terms of the Employment Agreement) or discontinue any consulting relationship, free from any liability or any claim under this Agreement, except as otherwise expressly provided herein.

     Section 10. Restricted Securities. Employee agrees that all Shares issued as the result of the exercise of the Rights will be acquired in good faith for investment purposes only and not for sale or distribution, except pursuant to a registration statement or an applicable exemption from registration under the Act. Employee understands and acknowledges that the Shares will not have been registered under the Act and will be characterized as “restricted securities” under the U.S. federal securities laws. Accordingly, Employee acknowledges that the Shares, when issued, may not be sold except pursuant to an effective registration statement under the Act or pursuant to an available exemption from registration. Employee agrees not to engage in any hedging transactions with respect to the Shares, unless in compliance with the Act. The Company may place a “stop transfer” order with respect to the Shares with its transfer agent and may cause a legend or legends to be put on any certificates representing such Shares as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are listed, and any other applicable laws.

     Section 11. No Offer in Australia Employee undertakes that it will not sell or offer to sell (or invite offers to purchase) the Shares issued under this Agreement or any interests in them within 12 months after their issue if such sale, offer or invitation would be made, received or otherwise occur in Australia. For the avoidance of doubt, nothing in this Section 11 prohibits or prevents Employee from selling or offering to sell the Shares on the New York Stock Exchange in the ordinary course of trading on that stock exchange.

     Section 12. Data Protection. Employee consents to the collection, handling and processing (including international transfer) of Employee’s personal data and information by Company for the purposes of administering this Agreement and the transactions contemplated by it. Employee has certain rights of access to this information held by Company under the Australian Privacy Act 1988 and can apply to Company to inquire about such access. For the purpose of administering this Agreement and the transactions contemplated by it, Employee’s personal data and information may be disclosed to related bodies corporate of the Company, or their auditors, brokers and third party service providers as well as regulators, tax authorities, stock exchanges and other regulatory or governmental authorities, or as otherwise authorized or required by law.

     Section 13. Enforceability. Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be enforced to the greatest extent deemed to be enforceable.

     Section 14. Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware of the United States of America, without giving effect to any conflicts of law rule or principle that might require the application of the laws of another jurisdiction.

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     Section 15. Counterparts. This Agreement may be executed in counterparts, all of which taken together shall constitute one instrument.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day first written above.

MIDWAY GAMES INC.
By:
	Name:
	Title:

AGREED AND ACCEPTED:

By:
	[#]

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EXHIBIT 1

NOTICE OF EXERCISE

To:	General Counsel
	Midway Games Inc (the “Company”)
	2704 West Roscoe Street
	Chicago Illinois 60618
	USA

[#] (the “Employee”), of [#], Employee of Ratbag Services Pty Ltd (ACN 066 907 266) described in the Rights Agreement dated [#] between Employee and the Company, notifies the Company pursuant to Section 5 of that Agreement that the Employee exercises the [insert number] Rights vesting in accordance with Section 4 of the Agreement on [insert date of vesting].

Signed:

Dated:

EX-5

Exhibit 5

Blank Rome LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174
(212) 885-5000

August 23, 2005                                                            

Midway Games Inc.
2704 West Roscoe Street
Chicago, IL 60618

Re: Form S-3 Registration Statement

Ladies and Gentlemen:

     You have requested our opinion in connection with the filing by Midway Games Inc., a Delaware corporation (the “Company”), of a registration statement on Form S-3 (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Act”), with respect to the offering by the selling stockholders identified in the Registration Statement, of (i) up to 119,433 shares (the “Shares”) of the Company’s common stock, par value $.01 per share (“Common Stock”), issued as consideration for the acquisition of Ratbag Holdings Pty Ltd, a company incorporated in South Australia, Australia (“Ratbag”), pursuant to the terms of an Acquisition Agreement dated August 4, 2005 among the Company, Midway Australia Holdings Pty Ltd, a company incorporated in Victoria, Australia (“Midway Sub”), Ratbag and the Vendors and Guarantors named therein, and an Option Holders Agreement dated August 4, 2005 among the Company, Midway Sub, Ratbag and the Option Holders named therein (collectively, the “Acquisition Agreements”); (ii) 38,050 shares of Common Stock (the “Plan Shares”) issuable upon the exercise of rights granted by the Company to certain employees of Ratbag pursuant to the Company’s Ratbag Equity Award Rights Plan (the “Plan”) under Rights Agreements between the Company and such employees.

     We have examined and relied upon originals, or copies certified or otherwise identified to our satisfaction, of such documents and corporate and public records, and we have made such examination of law, as we have deemed necessary as a basis for the opinion expressed below. With respect to such examination, we have assumed the genuineness of all signatures appearing on all documents presented to us as originals and the conformity to the originals of all documents presented to us as copies. Where factual matters relevant to this opinion were not independently established, we have relied upon representations of executive officers and other authorized representatives of the Company.

     Based upon and subject to the foregoing, it is our opinion that (i) the Shares, when issued in accordance with the Acquisition Agreements, will be validly issued, fully paid and nonassessable, and (ii) the Plan Shares, when paid for and issued in accordance with the Plan and the Rights Agreements, will be validly issued, fully paid and nonassessable.

     We consent to the use of this opinion as Exhibit 5 to the Registration Statement and to the use of our name as your counsel in connection with the Registration Statement and in the Prospectus forming a part thereof. In giving this consent, we do not thereby concede that we come within the categories of persons whose consent is required by the Act or the General Rules and Regulations promulgated thereunder.

     Please note that partners of this firm hold shares of Common Stock and options to purchase Common Stock.

Very truly yours,

/s/ Blank Rome LLP

BLANK ROME LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to the reference to our firm under the caption “Experts” in the Registration Statement on Form S-3 and related prospectus of Midway Games Inc. for the registration of 119,433 shares of its common stock and to the incorporation by reference therein of our reports dated March 14, 2005, with respect to the consolidated financial statements and schedule of Midway Games Inc., Midway Games Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Midway Games Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2004, filed with the Securities and Exchange Commission.

/s/ Ernst & Young                                             

Chicago, Illinois
August 22, 2005