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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
     Form 10-K/AAmendment
    No. 1
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number 1-12367
      MIDWAY GAMES INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other jurisdiction of
    incorporation or organization)

22-2906244(I.R.S. Employer
    Identification No.)2704 West Roscoe Street, Chicago, Illinois(Address of principal executive offices)

60618(Zip Code)   Registrants telephone number, including area code:
    (773) 961-2222
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value

New York Stock Exchange   Securities registered pursuant
    to Section 12(g) of the Act:
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. Yes þ o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE:




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EXPLANATORY
    NOTE
  Form 10-K Form 10-K
  Rule 12b-15
  Rule 12b-15
 2




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PART III
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.  Corporate
    Governance
  www.investor.midway.com.
  Controlled Company Exemptions.
  
    A majority of the members of the board of directors must qualify
    as independent directors who have no material
    relationship with the issuer other than serving as a director
    and who meet the other requirements of independence set forth in
    Section 303A.02 of the listing standards of the New York
    Stock Exchange;
    Issuers have a nominating and corporate governance committee (or
    committees that are responsible for each of these functions)
    composed entirely of independent directors; and
    Issuers have a compensation committee composed entirely of
    independent directors.    Director Independence.
  
    The director is not and has not been our employee for at least
    three years, and no member of the directors immediate
    family is or has been our executive officer for at least three
    years;
    The director has not received, and no member of his immediate
    family has received during any
    12-month
    period in the last three years, more than $100,000 per year in
    direct compensation from us, other than director and committee
    fees and pension or other forms of deferred compensation for
    prior service (provided such compensation is not contingent in
    any way on continued service);
    Neither the director nor any member of his immediate family
    (i) is a partner or employee of a firm that is our internal
    or external auditor or (ii) was, within the last three
    years, a partner or employee of such a firm and personally
    worked on our audit within that time;
    Neither the director nor any member of his immediate family has
    been employed within the last three years as an executive
    officer of another company where any of our present executive
    officers at the same time serves or served on that
    companys compensation committee; and 3




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
    A director is not an executive officer or an employee, and no
    member of his immediate family is an executive officer, of a
    company that in any of the last three fiscal years has made
    payments to, or received payments from us for property or
    services in an amount which, in any such single fiscal year,
    exceeded the greater of $1 million, or 2% of such other
    companys consolidated gross revenues.    Other
    Transactions
    Transactions
    with National Amusements Inc.
         4




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Transactions
    with Viacom and Affiliates
    agreed-upon L.A. RUSH, L.A. RUSH
   5




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Transactions
    with Willis Group Holdings Ltd.
    Review,
    Approval or Ratification of Transactions with Related
    Persons
  Regulation S-K
  and/or
  and/or
 6




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SIGNATURES
       By:
    /s/  MATTHEW
    V. BOOTY




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EXHIBIT INDEX
  ExhibitNo.

Description31


Certifications of Chief Executive Officer and Chief Financial
    Officer Pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended, as
    Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.