Inter-Office Memo                     Atari Games Corporation

         To: Sandi Brown

         From: John Ray

         Subject: 401K Money Market Fund                  Date: 8/3/89
         _____________________________________________________________

         As we discussed last week, there are several people who would
         like to see the Money Market Fund available as one of the
         options for the 401K plans. The main reason is that none of
         the other plans invest in securities "backed by the full
         faith and security of the U.S. government". Several people
         have indicated that they want to have some portion of their
         savings to be very secure, regardless of any financial crisis
         that may occur.

         As you suggested, I sent out a VAX message to the people who
         report to Chris, Rick Moncrief, and me asking who would like
         to invest in the Money Market Fund. The following people
         indicated that they would like to invest in it:

              John Ray                 Bob Flanagan
              Glenn McNamara           Rick Moncrief
              Norm Avellar             Max Behensky
              Mark Pierce              Jed Margolin
              Ed Rotberg               Erik Durfey

         I would appreciate it very much if you could approach Dennis
         Wood about adding the Money Market Fund to our list of
         options. Please let me know if I can do anything else to help
         accomplish this goal.

         Thank you!!

         c.c. Rich Moore

A year or so ago, you all expressed interest (pun intended) in 
a Money Market Fund as one of the choices for the 401k plan. 
Since then, I have learned that:
	a) Neither the GIC Fund nor the Money Market Fund are 
backed by the government
	b) Wells Fargo will only allow Atari to choose one of 
these two funds

So I am asking you if you have a strong desire to replace the 
GIC Fund with the Money Market Fund. If you do, then we will 
have to ask all fund participants if they would like to make 
this change (and see if the majority wants a change).

Let me know if you strongly desire the change or strongly 
oppose the change. I will assume you don't care if I don't hear 
from you.

John

What does the Money Market Fund invest in?

	 I encourage you to vote for the Money Market Fund.

	ADVANTAGES:

		1. Your principle is guaranteed by the U.S. Government

			instead of by an insurance company.

		2. The fund has out performed the GIC in the last

			2 years.

	In these times of economic uncertainty, my feeling is that it is
	better to play it safe.  If you have any other comments, i'd be 
	interested.

		Steph Mott

We all know, however, that private insurance companies have out-performed
the US government for many years.


P.S. This is not an endorsement for a vote one way or another, just
     an observation

Disclosure Statements for the Money Market Fund and the Guaranteed Investment
Contract Fund are available for anyone interested in reading them.  They are
in a black binder located on the file cabinet (in front of the white board) in
my office.  Monthly Performance Reports are also included.