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                                                                     Exhibit 3.2

                             AMENDMENT NO. 1 TO THE
                         AMENDED AND RESTATED BY-LAWS OF
                                   ATARI, INC.

           (f/k/a INFOGRAMES, INC. AND GT INTERACTIVE SOFTWARE CORP.)

         This Amendment No. 1 to the Amended and Restated By-Laws of Atari, Inc.
(f/k/a Infogrames, Inc. and GT Interactive Software Corp.), a Delaware
corporation (the "Corporation"), is effective as of November 21, 2003.
Capitalized terms used herein without definitions shall have the same meaning as
in the Amended and Restated By-Laws of the Corporation.

         1.       The Amended and Restated By-Laws of the Corporation shall be
amended as follows:

                  (a)      Article II, Section 15 of the Amended and Restated
By-Laws, shall be amended and restated in its entirety to read as follows:

              "SECTION 15. Committees. The Board of Directors, by a vote of a
              majority of the Directors then in office, may (and, to the extent
              required by law or by the rules of any governmental agency or any
              securities exchange or securities quotation system on which
              securities of the Corporation are listed, shall) elect from its
              number, one or more committees, including but not limited to, an
              Executive Committee, a Compensation Committee, an Audit Committee
              and a Nominations Committee. To the extent required by law, or by
              the rules of any governmental agency or any securities exchange or
              securities quotation system on which securities of the Corporation
              are listed, the members of the Committee will be entirely or
              partly independent directors, as that term is defined in the
              applicable law or rules. The Board of Directors may (and to the
              extent required by law or by the rules of any governmental agency
              or securities exchange or securities quotation system on which
              securities of the Corporation are listed, shall) delegate to those
              committees some or all of its powers except those which by law, by
              the Certificate of Incorporation or by these By-Laws may not be
              delegated. Except as the Board of Directors may otherwise
              determine, any such committee may make rules for the conduct of
              its business, but unless otherwise provided by the Board of
              Directors or in such rules, its business shall be conducted so far
              as possible in the same manner as is provided by these By-Laws for
              the Board of Directors. All members of such committee shall serve
              at the pleasure of the Board of Directors. Except as required by
              law or the rules of any governmental agency or any securities
              exchange or securities quotation system on which securities of the
              corporation are listed, the Board of Directors may abolish any
              such committee at any time. Any committee to which the Board of
              Directors delegates any of its powers or duties shall keep records
              of its meetings and shall report its action to the

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              Board of Directors. The Board of Directors shall have power to
              rescind any action of any committee, to the extent permitted by
              law and not inconsistent with the rules of any governmental agency
              or any securities exchange or securities quotation system on which
              securities of the Corporation are listed, but no such rescission
              shall have retroactive effect."

              (b) Article II, shall be amended to insert the following Section
16:

              "SECTION 16. Related Party Transactions. The Corporation shall
              review all related party transactions for potential conflict of
              interest situations on an ongoing basis. All related party
              transactions must be approved by the Audit Committee. A
              transaction will be a "related party transaction" if it, or a
              series of transactions of which it is a part, is required to be
              disclosed pursuant to Securities and Exchange Commission
              Regulation S-K, Item 404 or any successor to that Item, or
              otherwise constitutes a related party transaction under the rules
              of any securities exchange or securities quotation system on which
              securities of the Corporation are listed. A related party
              transaction that takes place in the ordinary course of the
              Corporation's or a subsidiary's business will be deemed to have
              been approved by the Audit Committee if its pricing and other
              material terms are in accordance with an agreement or arrangement
              that has been approved by the Audit Committee."

              (c) The current Article II, Section 16, "Compensation of
Directors", shall be renumbered Section 17.

         2. Except as modified hereby, the Amended and Restated By-Laws remain
unmodified and in full force and effect.

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         IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 1
as of November 21, 2003.

                                               /s/ Denis Guyennot
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                                        Denis Guyennot
                                        Secretary