<PAGE>
<PAGE>



           As filed with the Securities and Exchange Commission on June 24, 1998

Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                       AND
          POST-EFFECTIVE AMENDMENT No. 1 to Registration No. 333-25757
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                MIDWAY GAMES INC.
             (Exact name of Registrant as specified in its charter)

<TABLE>


<S>                                                            <C>       
            DELAWARE                                           36-2814522
 (State or other jurisdiction of                  (I.R.S. Employer Identification No.)
  incorporation or organization)
</TABLE>

                          3401 NORTH CALIFORNIA AVENUE
                             CHICAGO, ILLINOIS 60618

   (Address, including zip code, of Registrant's principal executive offices)

                                -----------------

                      1998 NON-QUALIFIED STOCK OPTION PLAN
                            (Full title of the Plan)

                                -----------------

                                 Orrin J. Edidin
                  Vice President, Secretary and General Counsel
                                Midway Games Inc.
                          3401 North California Avenue
                             Chicago, Illinois 60618
                                 (773) 961-2222
                   (Name and address, including zip code, and
          telephone number, including area code, of agent for service)

                                    Copy to:
                             Jeffrey N. Siegel, Esq.
                              Shack & Siegel, P.C.
                                530 Fifth Avenue
                            New York, New York 10036
                                 (212) 782-0700






<PAGE>

<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                          PROPOSED             PROPOSED              
                                                                           MAXIMUM              MAXIMUM              AMOUNT OF
              TITLE OF SECURITIES                  AMOUNT TO BE         OFFERING PRICE         AGGREGATE            REGISTRATION
              TO BE REGISTERED                    REGISTERED(1)          PER SHARE(2)        OFFERING PRICE(2)            FEE
<S>                                              <C>                       <C>               <C>                    <C>      
Common Stock, par value $.01(3)(4)               475,000 shares           $12.94             $6,146,500             $1,813.22

Common Stock, par value $.01(4)(5)               275,000 shares           $12.94             $3,558,500             $1,049.76

Total (4)                                        750,000 shares           $12.94             $9,705,000             $2,862.98

(1)  Pursuant to Rule 416 under the Securities Act of 1933, this registration
     statement covers an indeterminable number of shares of Common Stock which
     may become issuable pursuant to the anti-dilution provisions of the 1998
     Non-Qualified Stock Option Plan (the "1998 Plan").

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) on the basis of the average of the high and low
     prices of the Common Stock reported on the New York Stock Exchange on June
     22, 1998.

(3)  Shares issuable upon the exercise of options previously granted under the
     1998 Plan.

(4)  In accordance with a Rights Agreement entered into between the Registrant
     and The Bank of New York, dated March 5, 1998, shares of Common Stock are
     accompanied by certain stock purchase rights.

(5)  Shares issuable upon the exercise of options available for grant under the
     1998 Plan.


          Pursuant to Rule 429 under the Securities Act of 1933, as amended (the
     "Securities Act"), the prospectus filed together with this Registration
     Statement shall be deemed to be a combined prospectus which shall also
     relate to the Registrant's Registration Statement No. 333-25757 on Form
     S-8. This Registration Statement and the Registration Statements being
     amended hereby are collectively referred to herein as the "Registration
     Statement" except where the context requires otherwise.

                                EXPLANATORY NOTE

          Registration Statement No. 333-25757, was filed previously with the
     Securities and Exchange Commission (the "Commission") by the Registrant to
     register shares of its common stock, par value $.01 per share ("Common
     Stock"), issuable pursuant to its 1996 Stock Option Plan (the "1996 Plan").
     In addition, in accordance with a Rights Agreement entered into between the
     Registrant and The Bank of New York, dated as of October 24, 1996, shares
     of Common Stock are accompanied by certain stock purchase rights
     ("Rights"). This Registration Statement is being filed to: (i) register the
     shares of Common Stock and Rights issuable pursuant to the Registrant's
     1998 Non-Qualified Stock Option Plan (the "1998 Plan"); and (ii) file a
     prospectus pursuant to Rule 429 under the Securities Act to be used for
     reoffers and resales by certain optionholders pursuant to the 1996 Plan and
     the 1998 Plan.

                                      -2-



<PAGE>

<PAGE>


                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified by this Part I will be
sent or given to eligible participants as specified by Rule 428(b)(1)
promulgated under the Securities Act and are not being filed with the Securities
and Exchange Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registration Statement, the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1997, the Registrant's Quarterly Reports on Form
10-Q for the fiscal quarters ended September 30, 1997, December 31, 1997 and
March 31, 1998, the Registrant's Current Report on Form 8-K filed on March 17,
1998 and the description of the Registrant's Common Stock and Rights contained
in the Company's Registration Statements on Form 8-A (File No. 1-12367) filed on
October 30, 1996 and April 20, 1998 pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including all exhibits
thereto and any amendment or report filed for the purpose of updating such
information, are incorporated herein by reference and made a part of this
Registration Statement as of the date hereof.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the effective date of this
Registration Statement and prior to the termination of the offering of the
Common Stock offered hereby shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The legality of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Registrant by Shack & Siegel, P.C., 530 Fifth
Avenue, New York, New York 10036. As of June 22, 1998, shareholders of Shack &
Siegel, P.C. hold, in the aggregate, 10,990 shares of Common Stock and options
to purchase 35,000 shares of Common Stock.

                                      -3-



<PAGE>

<PAGE>


ITEM 6. 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 certain indemnification agreements entered into with each
of its officers and directors (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 of the Registrant 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 person. In addition, the
Certificate of Incorporation of the Registrant 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.

     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 such
protection in certain respects.

     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 Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

     The Company has an insurance policy that provides coverage to directors and
officers with respect to certain claims for which indemnity is not available
pursuant the foregoing provisions described in this Item 6.

                                      -4-



<PAGE>

<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.



</TABLE>
<TABLE>
<CAPTION>
Exhibit Number                           Description
--------------                           -----------

<S>                                             <C>                                      
          4.1  Rights Agreement, dated as of October 24, 1996, between the
               Registrant and The Bank of New York, as Rights Agent,
               incorporated by reference to Exhibit 2.1 to the Registrant's
               Registration Statement on Form S-1, as amended, effective October
               29, 1996 (File No. 333-11919) (the "Form S-1").

          4.2  First Amendment to Rights Agreement, dated as of November 6,
               1997, between the Registrant and The Bank of New York, as Rights
               Agent, incorporated by reference to Exhibit 8 to the Registrant's
               Registration Statement on Form 8-A/A, Amendment No. 1, filed with
               the Securities and Exchange Commission on April 20, 1998.

        4.3(a) 1996 Stock Option Plan, incorporated by reference to Exhibit
               4(a) to the Registrant's Registration Statement on Form S-8,
               filed with the Securities and Exchange Commission on April 24,
               1996 (File No. 333-25757) (the "1996 Form S-8").

        4.3(b) Forms of Option Agreements under the 1996 Stock Option Plan,
               incorporated by reference to Exhibits 4(b) and 4(c) to the 1996
               Form S-8.

        4.4(a) 1998 Non-Qualified Stock Option Plan.

        4.4(b) Form of Option Agreement under the 1998 Non-Qualified Stock
               Option Plan.

        5      Opinion of Shack & Siegel, P.C., counsel for Registrant.

        23.1   Consent of Shack & Siegel, P.C. (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).
</TABLE>



ITEM 9. 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;

                    (i) To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events
               arising after the effective date of the registration statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the

                                      -5-



<PAGE>

<PAGE>

aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

                    (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in the
               registration statement or any material change to such information
               in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section l3 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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.

     c. 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 Securities and Exchange
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 or 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 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.

                                      -6-



<PAGE>

<PAGE>

                                   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-8 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 15th day of June,
1998.

                                                  MIDWAY GAMES INC.

                                                  By:/s/ Neil D. Nicastro
                                                     --------------------
                                                     Neil D. Nicastro
                                                     Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature to this Registration Statement appears below
hereby appoints Neil J. Nicastro, Harold H. Bach, Jr. and Orrin J. Edidin, and
each of them acting singly, as his attorney-in-fact, to sign on his behalf
individually and in the capacity stated below and to file all amendments and
post-effective amendments to this Registration Statement, which amendment or
amendments may make such changes and additions to this Registration Statement as
such attorney-in-fact may deem necessary or appropriate.

     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.

<TABLE>
<CAPTION>
   SIGNATURE                               DATE                    TITLE
   ---------                               ----                    -----

<S>                                          <C>                       <C>    
  /s/ Neil D. Nicastro                  June 22, 1998           Chairman of the Board of Directors,
  ------------------------------                                President, Chief Executive Officer
  Neil D. Nicastro                                              (Principal Executive Officer) and Chief
                                                                 Operating Officer

  /s/ Harold H. Bach, Jr.               June 22, 1998           Executive Vice President - Finance,
  ------------------------------                                Treasurer Harold H. Bach, Jr.
  Harold H. Bach, Jr.                                           (Principal Financial and Principal
                                                                 Accounting Officer) and Director
                                                                         
  /s/ Byron C. Cook                     June 22, 1998           Executive Vice President - Home Video and
  ------------------------------                                Director
  Byron C. Cook                                                 

  /s/ Kenneth J. Fedesna                June 22, 1998           Executive Vice President - Coin-Op Video and
  ------------------------------                                Director
  Kenneth J. Fedesna                                            

  /s/ Louis J. Nicastro                 June 22, 1998           Director
  ------------------------------
  Louis J. Nicastro

  /s/ William C. Bartholomay            June 22, 1998           Director
  ------------------------------
  William C. Bartholomay
</TABLE>




<PAGE>

<PAGE>

<TABLE>

<S>                                         <C>                  <C>                     
  /s/ William E. McKenna               June 22, 1998            Director
  ------------------------------
  William E. McKenna

  /s/ Norman J. Menell                 June 22, 1998            Director
  ------------------------------
  Norman J. Menell

  /s/ Harvey Reich                     June 22, 1998            Director
  ------------------------------
  Harvey Reich

  /s/ Ira S. Sheinfeld                 June 22, 1998            Director
  ------------------------------
  Ira S. Sheinfeld

  /s/Gerald O. Sweeney, Jr.            June 22, 1998            Director
  ------------------------------
  Gerald O. Sweeney, Jr.

  /s/ Richard D. White                 June 22, 1998            Director
  ------------------------------
  Richard D. White
</TABLE>




<PAGE>
 
<PAGE>

PROSPECTUS

                                MIDWAY GAMES INC.

                                1,415,000 SHARES

                          COMMON STOCK, PAR VALUE $.01

     This Prospectus has been prepared by Midway Games Inc., a Delaware
corporation (the "Company"), for use upon resale of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), by certain officers
and directors of the Company (the "Selling Stockholders") who have acquired or
may acquire Common Stock upon exercise or adjustment of options ("Options")
granted or to be granted under the Company's 1996 Stock Option Plan and 1998
Non-Qualified Stock Option Plan (collectively, the "Plans"). The maximum number
of shares which may be offered or sold hereunder is subject to adjustment in the
event of stock splits or dividends, recapitalizations, spinoffs and certain
other changes affecting the Common Stock, as described in the Plans. The Common
Stock is listed on the New York Stock Exchange, and it is anticipated that the
Selling Stockholders will offer shares of Common Stock for resale at prevailing
prices on such exchange on the date of sale. See "Plan of Distribution" below.
All selling and other expenses incurred by individual Selling Stockholders will
be borne by such Selling Stockholders. Each share of Common Stock is sold
together with certain rights to purchase securities of the Company. These rights
are described in a Registration Statement on Form 8-A (File No. 1-12367) which
was filed by the Company with the Securities and Exchange Commission (the
"Commission") on October 30, 1996 and amended by Form 8A/A on April 20, 1998.
See ADocuments Incorporated by Reference" below.

     SEE "RISK FACTORS" BEGINNING ON PAGE 3 BELOW FOR A DISCUSSION OF CERTAIN
RISKS OF AN INVESTMENT IN THE COMMON STOCK. ADDITIONAL RISK "FACTORS AFFECTING
FUTURE PERFORMANCE" ARE INCORPORATED HEREIN BY REFERENCE TO ITEM 1 IN THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 1997.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
           COMMISSION; NOR HAS THE COMMISSION OR ANY STATE SECURITIES
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                   THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

                               -----------------

     No person is authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
any offer to sell or sale of the securities to which this Prospectus relates
and, if given or made, such information or representations must not be relied
upon as having been authorized. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, imply that there has been no
change in the facts herein set forth since the date hereof. This Prospectus does
not constitute an offer to sell to or a solicitation of any offer to buy from
any person in any state in which any such offer or solicitation would be
unlawful.

                               -----------------

                  The date of this Prospectus is June 23, 1998





<PAGE>

<PAGE>

                             ADDITIONAL INFORMATION

     The Company has filed with the Commission the following Registration
Statements (which term shall include any amendment thereto) on Form S-8 under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the shares offered hereby: File Nos. 333-25757 and 333-_______. This Prospectus,
which constitutes a part of each of these Registration Statements, does not
contain all the information set forth in the Registration Statements and the
exhibits and schedules thereto, certain items of which are omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and the Common Stock, reference is made to the
Registration Statements including the exhibits and schedules to such
Registration Statements, copies of which may be obtained as noted below. Any
statements contained herein concerning the provisions of any document are not
necessarily complete, and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statements or otherwise
filed with the Commission. Each such statement is qualified by the provisions of
such document, to which such reference is made.

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Commission. The
Registration Statements and the reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Regional Offices of the Commission at Seven World Trade
Center, New York, New York 10048 and at 500 West Madison Street, Chicago,
Illinois 60661. Copies can be obtained from the Commission at prescribed rates
by writing to the Public Reference Section of the Commission at 450 Fifth Street
N.W., Washington, D.C. 20549. The Commission maintains an internet site on the
Worldwide Web at www.sec.gov. that contains reports, proxy and information
statements and other information regarding the Company and other registrants
that file electronically with the Commission.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The Company hereby incorporates by reference (a) the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1997, including the
exhibits thereto; (b) the Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended September 30, 1997, December 31, 1997 and March 31, 1998;
(c) the Company's Current Report on Form 8-K filed on March 17, 1998; and (d)
the description of the Common Stock and accompanying rights contained in the
Company's Registration Statements on Form 8-A (File No. 1-12367) filed on
October 30, 1996 and April 20, 1998 pursuant to Section 12(b) of the Exchange
Act, including any amendment or report filed for the purpose of updating such
information.

     All documents subsequently filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the termination of this offering shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a previously filed document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement herein modifies or supersedes
such statement; and any statement contained herein shall be deemed to be
modified or superseded to the extent that a statement in any document
subsequently filed, which is incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

                                      -2-



<PAGE>

<PAGE>

     The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon written
or oral request of such person, a copy of any or all of the information that has
been incorporated by reference in this Prospectus (not including exhibits to
such information, unless such exhibits are specifically incorporated by
reference into the information which this Prospectus incorporates). Requests for
copies of such information should be directed to the Company at its principal
executive office: 3401 North California Avenue, Chicago, IL 60618 (773)
961-1111, Attention: Vice President--Finance.


                                  RISK FACTORS

     In addition to considering the other information set forth in, or
incorporated by reference into, this Prospectus, prospective investors should
carefully consider the following factors in evaluating an investment in the
Company, as well as the matters discussed under "Item 1. Business - Factors
Affecting Future Performance" in the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 1997 and the other risks discussed in the
documents incorporated herein by reference.

     1. Blank Check Preferred Stock and Control of the Company. The Company's
Restated Certificate of Incorporation, as amended, authorizes the issuance of
5,000,000 shares of Preferred Stock with such designations, rights and
preferences as may be determined from time to time by the Board of Directors.
Accordingly, the Board of Directors is empowered, without stockholder approval,
to issue Preferred Stock with dividend, liquidation, conversion, voting or other
rights which could adversely affect the voting power or other rights of the
holders of the Common Stock. Although there are no present plans, agreements,
commitments or undertakings with respect to the Company's issuance of any shares
of Preferred Stock, any such issuances may be deemed to be an anti-takeover
device which could be utilized as a method of discouraging, delaying or
preventing a change in control of the Company or to dilute the public ownership
of the Company, and there can be no assurance that the Company will not issue
such shares.


     2. Adverse Effect of Potential Future Sales of Common Stock; Dilutive
Nature of Options and Other Derivative Securities. The Company has 100,000,000
authorized shares of Common Stock, of which 38,500,000 shares were issued and
outstanding as of June 22, 1998. In the event that all of the issued and
outstanding options were exercised as of such date, approximately 40,800,000
shares of Common Stock would be outstanding. Management will have broad
discretion with respect to the issuance of the remaining authorized but unissued
shares, including discretion to issue such shares in compensatory and
acquisition transactions. In the event that the Company seeks to procure
additional financing through the sale and issuance of its securities, the then
current stockholders of the Company may suffer dilution in their percentage
ownership of shares of the Common Stock. In addition, the future issuance of
shares at a price below the then current market price of the Common Stock
pursuant to this Prospectus or the registration statements listed under
"Additional Information" above, or otherwise, or even the potential of such
sales, may have a depressive effect on the future market price of the Common
Stock. As of June 22, 1998, the Company had outstanding options to purchase an
aggregate of approximately 2,300,000 shares of Common Stock exercisable at an
average exercise price of approximately $19.25 per share. The Company's Plans
also authorize the grant of options to purchase approximately an additional
500,000 shares of Common Stock. During the terms of the options, which average
approximately nine years from the date hereof, the holders thereof are given the
opportunity to profit from a rise in the market price of the Common Stock. The
percentage increase or decrease in the market price of an option tends generally
to be greater than the percentage increase or decrease in the market price of
the underlying common shares. The holders of options would be most likely to
exercise them and purchase the Common Stock at a time

                                      -3-



<PAGE>

<PAGE>

when the Company could obtain capital by a new offering of securities on terms
more favorable to the Company than those provided by the options. Consequently,
the terms on which the Company could obtain additional capital during such
periods may be adversely affected.


                            USE OF PROCEEDS; DILUTION

     The Company will receive none of the proceeds from the sale of the Common
Stock offered hereby, but it will receive the exercise price upon the exercise
of Options for cash. The Company plans to use any such proceeds for working
capital. For a discussion of the possible dilutive effects of the shares to be
sold hereby, see paragraph number 2 under "Risk Factors" above.

                              SELLING STOCKHOLDERS

     The shares of Common Stock to which this Prospectus relates are being
registered for reoffers and resales by Selling Stockholders of the Company who
have acquired or may acquire such shares pursuant to the exercise of Options.
The Selling Stockholders named below may resell all, a portion or none of such
shares from time to time.

     Participants under the Plans who are deemed to be "affiliates" of the
Company who acquire Common Stock under the Plans may be added to the Selling
Stockholders listed below from time to time by use of a prospectus supplement
filed pursuant to Rule 424(b) under the Securities Act. An "affiliate" is
defined in Rule 405 under the Securities Act as a "person that directly, or
indirectly, through one or more intermediaries, controls or is controlled by, or
is under common control with", the Company. Non-affiliates who hold restricted
securities (as defined in Rule 144(a)(3) under the Securities Act) purchased
under the Plans or other employee benefit plans and who are not named below may
use this Prospectus for the offer or sale of their Common Stock if they hold
1,000 shares or less. The inclusion of a person's name in the table below shall
not be deemed to be an admission by such person that he or she is an "affiliate"
of the Company.

     The table below sets forth with respect to each Selling Stockholder, based
upon information available to the Company as of June 22, 1998, the number of
shares of Common Stock beneficially owned before and after the sale of the
shares offered hereby; the number of shares to be sold; and the percent of the
outstanding shares of Common Stock owned before and after the sale of the Common
Stock offered hereby.


<TABLE>
<CAPTION>
                                                                                                    Percent of Class (2)
                                          Amount and                             Shares             ---------------------
                                          Nature of                            Beneficially
                                          Beneficial        Shares to            Owned               Before       After
Name and Position                         Ownership         be Sold (1)       After Offering        Offering     Offering
------------------------              -----------------  ----------------  ------------------     ------------ --------------

<S>                                        <C>                <C>                 <C>                 <C>           <C> 
Neil D. Nicastro                           713,458(3)         650,000             413,458             1.8%          1.1%
   Chairman of the Board of
   Directors, President, Chief
   Executive Officer and Chief
   Operating Officer

Louis J. Nicastro                           50,547(4)          35,000              15,547                *            *
   Director

Byron C. Cook                              123,589(5)         150,000              63,589                *            *
   Executive Vice President-- Home
   Video and Director

                                      -4-



<PAGE>

<PAGE>


</TABLE>
<TABLE>
<CAPTION>
                                                                                                    Percent of Class (2)
                                          Amount and                             Shares             ---------------------
                                          Nature of                            Beneficially
                                          Beneficial        Shares to            Owned               Before       After
Name and Position                         Ownership         be Sold (1)       After Offering        Offering     Offering
------------------------              -----------------  ----------------  ------------------     ------------ --------------
<S>                                        <C>                <C>                  <C>                  <C>          <C>  
Kenneth J. Fedesna                         102,463(5)         150,000              42,463                *            *
   Executive Vice President-- Coin Op
   Video and Director

Harold H. Bach, Jr.                         91,674(5)         150,000              31,674                *            *
   Executive Vice President -- Finance,
   Treasurer, Chief Financial and
   Chief Accounting Officer and
   Director

Orrin J. Edidin                                500             35,000                 500                 *            *
   Vice President, Secretary and
   General Counsel

William C. Bartholomay                      80,370(4)          35,000              45,370                 *            *
   Director

William E. McKenna                          51,958(4)          35,000              16,958                 *            *
   Director

Norman J. Menell                            52,506(4)          35,000              17,506                 *            *
   Director

Harvey Reich                                51,277(4)          35,000              16,277                 *            *
   Director

Ira S. Scheinfeld                           56,801(4)          35,000              21,801                 *            *
   Director

Gerald O. Sweeney, Jr.                      35,000(4)          35,000                -0-                 -0-          -0-
   Director

Richard D. White                            35,000(4)          35,000                -0-                 -0-          -0-
   Director

</TABLE>

---------------------- 
*  Less than 1%

(1)  Does not constitute a commitment to sell any or all of the stated number of
     shares of Common Stock. The number of shares to be sold shall be determined
     from time to time by each Selling Stockholder in his discretion. All shares
     listed in this column represent stock options.

(2)  Based on 38,500,000 shares outstanding as of June 22, 1998. Shares issuable
     upon the exercise of options exercisable within 60 days by such person are
     deemed to be outstanding with respect to the calculation of such person's
     percent of class.

(3)  Includes 300,000 shares which may be acquired pursuant to the exercise of
     stock options.

(4)  Includes 35,000 shares which may be acquired pursuant to the exercise of
     stock options.

(5)  Includes 60,000 shares which may be acquired pursuant to the exercise of
     stock options.

                                      -5-



<PAGE>

<PAGE>

                              PLAN OF DISTRIBUTION

     The Common Stock is being sold by the Selling Stockholders for their own
accounts. The Common Stock may be sold or transferred for value by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest to the Selling Stockholders, in one or more transactions on the New
York Stock Exchange (or any successor stock exchange), in negotiated
transactions or in a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices otherwise negotiated. The Selling Stockholders may effect
such transactions by selling the Common Stock to or through brokers-dealers, and
such broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Common Stock for whom such broker-dealers may act as agent
(which compensation may be less than or in excess of customary commissions). The
Selling Stockholders and any broker-dealers that participate in the distribution
of the Common Stock may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by them and
any profit on the resale of the Common Stock sold by them may be deemed to be
underwriting discounts and commissions under the Securities Act. All selling and
other expenses incurred by individual Selling Stockholders will be borne by such
Selling Stockholders.

     There can be no assurance that any of the Selling Stockholders will sell
any or all of the Common Stock offered by them hereunder.

                                  LEGAL MATTERS

     The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Shack & Siegel, P.C., New York, New York. As of June 22,
1998, stockholders of Shack & Siegel, P.C. hold, in the aggregate, 10,999 shares
of Common Stock and options to purchase 35,000 shares of Common Stock.

                                     EXPERTS

     The financial statements of Midway Games Inc. and subsidiaries incorporated
by reference in the Midway Games Inc. Annual Report (Form 10-K) for the year
ended June 30, 1997, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

                                      -6-




<PAGE>

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit Number                            Description
--------------                            -----------
       
          <C>                             <S>               
          4.1  Rights Agreement, dated as of October 24, 1996, between the
               Registrant and The Bank of New York, as Rights Agent,
               incorporated by reference to Exhibit 2.1 to the Registrant's
               Registration Statement on Form S-1, as amended, effective October
               29, 1996 (File No. 333-11919) (the "Form S-1").

          4.2  First Amendment to Rights Agreement, dated as of November 6,
               1997, between the Registrant and The Bank of New York, as Rights
               Agent, incorporated by reference to Exhibit 8 to the Registrant's
               Registration Statement on Form 8-A/A, Amendment No. 1, filed with
               the Securities and Exchange Commission on April 20, 1998.

        4.3(a) 1996 Stock Option Plan, incorporated by reference to Exhibit
               4(a) to the Registrant's Registration Statement on Form S-8,
               filed with the Securities and Exchange Commission on April 24,
               1996 (File No. 333-25757) (the "1996 Form S-8").

        4.3(b) Forms of Option Agreements under the 1996 Stock Option Plan,
               incorporated by reference to Exhibits 4(b) and 4(c) to the 1996
               Form S-8.

        4.4(a) 1998 Non-Qualified Stock Option Plan.

        4.4(b) Form of Option Agreement under the 1998 Non-Qualified Stock
               Option Plan.

        5      Opinion of Shack & Siegel, P.C., counsel for Registrant.

        23.1   Consent of Shack & Siegel, P.C. (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).
</TABLE>



<PAGE>
[{"type": "S-8", "sequence": "1", "description": "MIDWAY GAMES INC. S-8", "secsgml_size_bytes": 47070}]
{"company-data": {"conformed-name": "MIDWAY GAMES INC", "cik": "0001022080", "assigned-sic": "3990", "irs-number": "222906244", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57583", "film-number": "98653291"}, "business-address": {"street1": "3401 NORTH CALIFORNIA AVE", "city": "CHICAGO", "state": "IL", "zip": "60618", "phone": "7739612222"}, "mail-address": {"street1": "3401 NORTH CALIFORNIA AVE", "city": "CHICAGO", "state": "IL", "zip": "60618"}}
As filed with the Securities and Exchange Commission on June 24, 1998

Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                       AND
          POST-EFFECTIVE AMENDMENT No. 1 to Registration No. 333-25757
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                MIDWAY GAMES INC.
             (Exact name of Registrant as specified in its charter)
DELAWARE                                           36-2814522
 (State or other jurisdiction of                  (I.R.S. Employer Identification No.)
  incorporation or organization)
3401 NORTH CALIFORNIA AVENUE
                             CHICAGO, ILLINOIS 60618

   (Address, including zip code, of Registrant's principal executive offices)

                                -----------------

                      1998 NON-QUALIFIED STOCK OPTION PLAN
                            (Full title of the Plan)

                                -----------------

                                 Orrin J. Edidin
                  Vice President, Secretary and General Counsel
                                Midway Games Inc.
                          3401 North California Avenue
                             Chicago, Illinois 60618
                                 (773) 961-2222
                   (Name and address, including zip code, and
          telephone number, including area code, of agent for service)

                                    Copy to:
                             Jeffrey N. Siegel, Esq.
                              Shack & Siegel, P.C.
                                530 Fifth Avenue
                            New York, New York 10036
                                 (212) 782-0700
CALCULATION OF REGISTRATION FEE
PROPOSED             PROPOSED              
                                                                           MAXIMUM              MAXIMUM              AMOUNT OF
              TITLE OF SECURITIES                  AMOUNT TO BE         OFFERING PRICE         AGGREGATE            REGISTRATION
              TO BE REGISTERED                    REGISTERED(1)          PER SHARE(2)        OFFERING PRICE(2)            FEE
Common Stock, par value $.01(3)(4)               475,000 shares           $12.94             $6,146,500             $1,813.22

Common Stock, par value $.01(4)(5)               275,000 shares           $12.94             $3,558,500             $1,049.76

Total (4)                                        750,000 shares           $12.94             $9,705,000             $2,862.98

(1)  Pursuant to Rule 416 under the Securities Act of 1933, this registration
     statement covers an indeterminable number of shares of Common Stock which
     may become issuable pursuant to the anti-dilution provisions of the 1998
     Non-Qualified Stock Option Plan (the "1998 Plan").

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) on the basis of the average of the high and low
     prices of the Common Stock reported on the New York Stock Exchange on June
     22, 1998.

(3)  Shares issuable upon the exercise of options previously granted under the
     1998 Plan.

(4)  In accordance with a Rights Agreement entered into between the Registrant
     and The Bank of New York, dated March 5, 1998, shares of Common Stock are
     accompanied by certain stock purchase rights.

(5)  Shares issuable upon the exercise of options available for grant under the
     1998 Plan.

          Pursuant to Rule 429 under the Securities Act of 1933, as amended (the
     "Securities Act"), the prospectus filed together with this Registration
     Statement shall be deemed to be a combined prospectus which shall also
     relate to the Registrant's Registration Statement No. 333-25757 on Form
     S-8. This Registration Statement and the Registration Statements being
     amended hereby are collectively referred to herein as the "Registration
     Statement" except where the context requires otherwise.

                                EXPLANATORY NOTE

          Registration Statement No. 333-25757, was filed previously with the
     Securities and Exchange Commission (the "Commission") by the Registrant to
     register shares of its common stock, par value $.01 per share ("Common
     Stock"), issuable pursuant to its 1996 Stock Option Plan (the "1996 Plan").
     In addition, in accordance with a Rights Agreement entered into between the
     Registrant and The Bank of New York, dated as of October 24, 1996, shares
     of Common Stock are accompanied by certain stock purchase rights
     ("Rights"). This Registration Statement is being filed to: (i) register the
     shares of Common Stock and Rights issuable pursuant to the Registrant's
     1998 Non-Qualified Stock Option Plan (the "1998 Plan"); and (ii) file a
     prospectus pursuant to Rule 429 under the Securities Act to be used for
     reoffers and resales by certain optionholders pursuant to the 1996 Plan and
     the 1998 Plan.

                                      -2-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified by this Part I will be
sent or given to eligible participants as specified by Rule 428(b)(1)
promulgated under the Securities Act and are not being filed with the Securities
and Exchange Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registration Statement, the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1997, the Registrant's Quarterly Reports on Form
10-Q for the fiscal quarters ended September 30, 1997, December 31, 1997 and
March 31, 1998, the Registrant's Current Report on Form 8-K filed on March 17,
1998 and the description of the Registrant's Common Stock and Rights contained
in the Company's Registration Statements on Form 8-A (File No. 1-12367) filed on
October 30, 1996 and April 20, 1998 pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including all exhibits
thereto and any amendment or report filed for the purpose of updating such
information, are incorporated herein by reference and made a part of this
Registration Statement as of the date hereof.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the effective date of this
Registration Statement and prior to the termination of the offering of the
Common Stock offered hereby shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The legality of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Registrant by Shack & Siegel, P.C., 530 Fifth
Avenue, New York, New York 10036. As of June 22, 1998, shareholders of Shack &
Siegel, P.C. hold, in the aggregate, 10,990 shares of Common Stock and options
to purchase 35,000 shares of Common Stock.

                                      -3-
ITEM 6. 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 certain indemnification agreements entered into with each
of its officers and directors (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 of the Registrant 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 person. In addition, the
Certificate of Incorporation of the Registrant 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.

     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 such
protection in certain respects.

     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 Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

     The Company has an insurance policy that provides coverage to directors and
officers with respect to certain claims for which indemnity is not available
pursuant the foregoing provisions described in this Item 6.

                                      -4-
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.
Exhibit Number                           Description
--------------                           -----------
4.1  Rights Agreement, dated as of October 24, 1996, between the
               Registrant and The Bank of New York, as Rights Agent,
               incorporated by reference to Exhibit 2.1 to the Registrant's
               Registration Statement on Form S-1, as amended, effective October
               29, 1996 (File No. 333-11919) (the "Form S-1").

          4.2  First Amendment to Rights Agreement, dated as of November 6,
               1997, between the Registrant and The Bank of New York, as Rights
               Agent, incorporated by reference to Exhibit 8 to the Registrant's
               Registration Statement on Form 8-A/A, Amendment No. 1, filed with
               the Securities and Exchange Commission on April 20, 1998.

        4.3(a) 1996 Stock Option Plan, incorporated by reference to Exhibit
               4(a) to the Registrant's Registration Statement on Form S-8,
               filed with the Securities and Exchange Commission on April 24,
               1996 (File No. 333-25757) (the "1996 Form S-8").

        4.3(b) Forms of Option Agreements under the 1996 Stock Option Plan,
               incorporated by reference to Exhibits 4(b) and 4(c) to the 1996
               Form S-8.

        4.4(a) 1998 Non-Qualified Stock Option Plan.

        4.4(b) Form of Option Agreement under the 1998 Non-Qualified Stock
               Option Plan.

        5      Opinion of Shack & Siegel, P.C., counsel for Registrant.

        23.1   Consent of Shack & Siegel, P.C. (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 9. 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;

                    (i) To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events
               arising after the effective date of the registration statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the

                                      -5-
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

                    (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in the
               registration statement or any material change to such information
               in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section l3 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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.

     c. 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 Securities and Exchange
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 or 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 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.

                                      -6-
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-8 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 15th day of June,
1998.

                                                  MIDWAY GAMES INC.

                                                  By:/s/ Neil D. Nicastro
                                                     --------------------
                                                     Neil D. Nicastro
                                                     Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature to this Registration Statement appears below
hereby appoints Neil J. Nicastro, Harold H. Bach, Jr. and Orrin J. Edidin, and
each of them acting singly, as his attorney-in-fact, to sign on his behalf
individually and in the capacity stated below and to file all amendments and
post-effective amendments to this Registration Statement, which amendment or
amendments may make such changes and additions to this Registration Statement as
such attorney-in-fact may deem necessary or appropriate.

     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/ Neil D. Nicastro                  June 22, 1998           Chairman of the Board of Directors,
  ------------------------------                                President, Chief Executive Officer
  Neil D. Nicastro                                              (Principal Executive Officer) and Chief
                                                                 Operating Officer

  /s/ Harold H. Bach, Jr.               June 22, 1998           Executive Vice President - Finance,
  ------------------------------                                Treasurer Harold H. Bach, Jr.
  Harold H. Bach, Jr.                                           (Principal Financial and Principal
                                                                 Accounting Officer) and Director
                                                                         
  /s/ Byron C. Cook                     June 22, 1998           Executive Vice President - Home Video and
  ------------------------------                                Director
  Byron C. Cook                                                 

  /s/ Kenneth J. Fedesna                June 22, 1998           Executive Vice President - Coin-Op Video and
  ------------------------------                                Director
  Kenneth J. Fedesna                                            

  /s/ Louis J. Nicastro                 June 22, 1998           Director
  ------------------------------
  Louis J. Nicastro

  /s/ William C. Bartholomay            June 22, 1998           Director
  ------------------------------
  William C. Bartholomay
/s/ William E. McKenna               June 22, 1998            Director
  ------------------------------
  William E. McKenna

  /s/ Norman J. Menell                 June 22, 1998            Director
  ------------------------------
  Norman J. Menell

  /s/ Harvey Reich                     June 22, 1998            Director
  ------------------------------
  Harvey Reich

  /s/ Ira S. Sheinfeld                 June 22, 1998            Director
  ------------------------------
  Ira S. Sheinfeld

  /s/Gerald O. Sweeney, Jr.            June 22, 1998            Director
  ------------------------------
  Gerald O. Sweeney, Jr.

  /s/ Richard D. White                 June 22, 1998            Director
  ------------------------------
  Richard D. White
PROSPECTUS

                                MIDWAY GAMES INC.

                                1,415,000 SHARES

                          COMMON STOCK, PAR VALUE $.01

     This Prospectus has been prepared by Midway Games Inc., a Delaware
corporation (the "Company"), for use upon resale of shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), by certain officers
and directors of the Company (the "Selling Stockholders") who have acquired or
may acquire Common Stock upon exercise or adjustment of options ("Options")
granted or to be granted under the Company's 1996 Stock Option Plan and 1998
Non-Qualified Stock Option Plan (collectively, the "Plans"). The maximum number
of shares which may be offered or sold hereunder is subject to adjustment in the
event of stock splits or dividends, recapitalizations, spinoffs and certain
other changes affecting the Common Stock, as described in the Plans. The Common
Stock is listed on the New York Stock Exchange, and it is anticipated that the
Selling Stockholders will offer shares of Common Stock for resale at prevailing
prices on such exchange on the date of sale. See "Plan of Distribution" below.
All selling and other expenses incurred by individual Selling Stockholders will
be borne by such Selling Stockholders. Each share of Common Stock is sold
together with certain rights to purchase securities of the Company. These rights
are described in a Registration Statement on Form 8-A (File No. 1-12367) which
was filed by the Company with the Securities and Exchange Commission (the
"Commission") on October 30, 1996 and amended by Form 8A/A on April 20, 1998.
See ADocuments Incorporated by Reference" below.

     SEE "RISK FACTORS" BEGINNING ON PAGE 3 BELOW FOR A DISCUSSION OF CERTAIN
RISKS OF AN INVESTMENT IN THE COMMON STOCK. ADDITIONAL RISK "FACTORS AFFECTING
FUTURE PERFORMANCE" ARE INCORPORATED HEREIN BY REFERENCE TO ITEM 1 IN THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 1997.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
           COMMISSION; NOR HAS THE COMMISSION OR ANY STATE SECURITIES
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                   THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

                               -----------------

     No person is authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
any offer to sell or sale of the securities to which this Prospectus relates
and, if given or made, such information or representations must not be relied
upon as having been authorized. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, imply that there has been no
change in the facts herein set forth since the date hereof. This Prospectus does
not constitute an offer to sell to or a solicitation of any offer to buy from
any person in any state in which any such offer or solicitation would be
unlawful.

                               -----------------

                  The date of this Prospectus is June 23, 1998
ADDITIONAL INFORMATION

     The Company has filed with the Commission the following Registration
Statements (which term shall include any amendment thereto) on Form S-8 under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the shares offered hereby: File Nos. 333-25757 and 333-_______. This Prospectus,
which constitutes a part of each of these Registration Statements, does not
contain all the information set forth in the Registration Statements and the
exhibits and schedules thereto, certain items of which are omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and the Common Stock, reference is made to the
Registration Statements including the exhibits and schedules to such
Registration Statements, copies of which may be obtained as noted below. Any
statements contained herein concerning the provisions of any document are not
necessarily complete, and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statements or otherwise
filed with the Commission. Each such statement is qualified by the provisions of
such document, to which such reference is made.

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Commission. The
Registration Statements and the reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Regional Offices of the Commission at Seven World Trade
Center, New York, New York 10048 and at 500 West Madison Street, Chicago,
Illinois 60661. Copies can be obtained from the Commission at prescribed rates
by writing to the Public Reference Section of the Commission at 450 Fifth Street
N.W., Washington, D.C. 20549. The Commission maintains an internet site on the
Worldwide Web at www.sec.gov. that contains reports, proxy and information
statements and other information regarding the Company and other registrants
that file electronically with the Commission.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The Company hereby incorporates by reference (a) the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1997, including the
exhibits thereto; (b) the Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended September 30, 1997, December 31, 1997 and March 31, 1998;
(c) the Company's Current Report on Form 8-K filed on March 17, 1998; and (d)
the description of the Common Stock and accompanying rights contained in the
Company's Registration Statements on Form 8-A (File No. 1-12367) filed on
October 30, 1996 and April 20, 1998 pursuant to Section 12(b) of the Exchange
Act, including any amendment or report filed for the purpose of updating such
information.

     All documents subsequently filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the termination of this offering shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a previously filed document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement herein modifies or supersedes
such statement; and any statement contained herein shall be deemed to be
modified or superseded to the extent that a statement in any document
subsequently filed, which is incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

                                      -2-
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon written
or oral request of such person, a copy of any or all of the information that has
been incorporated by reference in this Prospectus (not including exhibits to
such information, unless such exhibits are specifically incorporated by
reference into the information which this Prospectus incorporates). Requests for
copies of such information should be directed to the Company at its principal
executive office: 3401 North California Avenue, Chicago, IL 60618 (773)
961-1111, Attention: Vice President--Finance.

                                  RISK FACTORS

     In addition to considering the other information set forth in, or
incorporated by reference into, this Prospectus, prospective investors should
carefully consider the following factors in evaluating an investment in the
Company, as well as the matters discussed under "Item 1. Business - Factors
Affecting Future Performance" in the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 1997 and the other risks discussed in the
documents incorporated herein by reference.

     1. Blank Check Preferred Stock and Control of the Company. The Company's
Restated Certificate of Incorporation, as amended, authorizes the issuance of
5,000,000 shares of Preferred Stock with such designations, rights and
preferences as may be determined from time to time by the Board of Directors.
Accordingly, the Board of Directors is empowered, without stockholder approval,
to issue Preferred Stock with dividend, liquidation, conversion, voting or other
rights which could adversely affect the voting power or other rights of the
holders of the Common Stock. Although there are no present plans, agreements,
commitments or undertakings with respect to the Company's issuance of any shares
of Preferred Stock, any such issuances may be deemed to be an anti-takeover
device which could be utilized as a method of discouraging, delaying or
preventing a change in control of the Company or to dilute the public ownership
of the Company, and there can be no assurance that the Company will not issue
such shares.

     2. Adverse Effect of Potential Future Sales of Common Stock; Dilutive
Nature of Options and Other Derivative Securities. The Company has 100,000,000
authorized shares of Common Stock, of which 38,500,000 shares were issued and
outstanding as of June 22, 1998. In the event that all of the issued and
outstanding options were exercised as of such date, approximately 40,800,000
shares of Common Stock would be outstanding. Management will have broad
discretion with respect to the issuance of the remaining authorized but unissued
shares, including discretion to issue such shares in compensatory and
acquisition transactions. In the event that the Company seeks to procure
additional financing through the sale and issuance of its securities, the then
current stockholders of the Company may suffer dilution in their percentage
ownership of shares of the Common Stock. In addition, the future issuance of
shares at a price below the then current market price of the Common Stock
pursuant to this Prospectus or the registration statements listed under
"Additional Information" above, or otherwise, or even the potential of such
sales, may have a depressive effect on the future market price of the Common
Stock. As of June 22, 1998, the Company had outstanding options to purchase an
aggregate of approximately 2,300,000 shares of Common Stock exercisable at an
average exercise price of approximately $19.25 per share. The Company's Plans
also authorize the grant of options to purchase approximately an additional
500,000 shares of Common Stock. During the terms of the options, which average
approximately nine years from the date hereof, the holders thereof are given the
opportunity to profit from a rise in the market price of the Common Stock. The
percentage increase or decrease in the market price of an option tends generally
to be greater than the percentage increase or decrease in the market price of
the underlying common shares. The holders of options would be most likely to
exercise them and purchase the Common Stock at a time

                                      -3-
when the Company could obtain capital by a new offering of securities on terms
more favorable to the Company than those provided by the options. Consequently,
the terms on which the Company could obtain additional capital during such
periods may be adversely affected.

                            USE OF PROCEEDS; DILUTION

     The Company will receive none of the proceeds from the sale of the Common
Stock offered hereby, but it will receive the exercise price upon the exercise
of Options for cash. The Company plans to use any such proceeds for working
capital. For a discussion of the possible dilutive effects of the shares to be
sold hereby, see paragraph number 2 under "Risk Factors" above.

                              SELLING STOCKHOLDERS

     The shares of Common Stock to which this Prospectus relates are being
registered for reoffers and resales by Selling Stockholders of the Company who
have acquired or may acquire such shares pursuant to the exercise of Options.
The Selling Stockholders named below may resell all, a portion or none of such
shares from time to time.

     Participants under the Plans who are deemed to be "affiliates" of the
Company who acquire Common Stock under the Plans may be added to the Selling
Stockholders listed below from time to time by use of a prospectus supplement
filed pursuant to Rule 424(b) under the Securities Act. An "affiliate" is
defined in Rule 405 under the Securities Act as a "person that directly, or
indirectly, through one or more intermediaries, controls or is controlled by, or
is under common control with", the Company. Non-affiliates who hold restricted
securities (as defined in Rule 144(a)(3) under the Securities Act) purchased
under the Plans or other employee benefit plans and who are not named below may
use this Prospectus for the offer or sale of their Common Stock if they hold
1,000 shares or less. The inclusion of a person's name in the table below shall
not be deemed to be an admission by such person that he or she is an "affiliate"
of the Company.

     The table below sets forth with respect to each Selling Stockholder, based
upon information available to the Company as of June 22, 1998, the number of
shares of Common Stock beneficially owned before and after the sale of the
shares offered hereby; the number of shares to be sold; and the percent of the
outstanding shares of Common Stock owned before and after the sale of the Common
Stock offered hereby.
Percent of Class (2)
                                          Amount and                             Shares             ---------------------
                                          Nature of                            Beneficially
                                          Beneficial        Shares to            Owned               Before       After
Name and Position                         Ownership         be Sold (1)       After Offering        Offering     Offering
------------------------              -----------------  ----------------  ------------------     ------------ --------------
Neil D. Nicastro                           713,458(3)         650,000             413,458             1.8%          1.1%
   Chairman of the Board of
   Directors, President, Chief
   Executive Officer and Chief
   Operating Officer

Louis J. Nicastro                           50,547(4)          35,000              15,547                *            *
   Director

Byron C. Cook                              123,589(5)         150,000              63,589                *            *
   Executive Vice President-- Home
   Video and Director

                                      -4-
Percent of Class (2)
                                          Amount and                             Shares             ---------------------
                                          Nature of                            Beneficially
                                          Beneficial        Shares to            Owned               Before       After
Name and Position                         Ownership         be Sold (1)       After Offering        Offering     Offering
------------------------              -----------------  ----------------  ------------------     ------------ --------------
Kenneth J. Fedesna                         102,463(5)         150,000              42,463                *            *
   Executive Vice President-- Coin Op
   Video and Director

Harold H. Bach, Jr.                         91,674(5)         150,000              31,674                *            *
   Executive Vice President -- Finance,
   Treasurer, Chief Financial and
   Chief Accounting Officer and
   Director

Orrin J. Edidin                                500             35,000                 500                 *            *
   Vice President, Secretary and
   General Counsel

William C. Bartholomay                      80,370(4)          35,000              45,370                 *            *
   Director

William E. McKenna                          51,958(4)          35,000              16,958                 *            *
   Director

Norman J. Menell                            52,506(4)          35,000              17,506                 *            *
   Director

Harvey Reich                                51,277(4)          35,000              16,277                 *            *
   Director

Ira S. Scheinfeld                           56,801(4)          35,000              21,801                 *            *
   Director

Gerald O. Sweeney, Jr.                      35,000(4)          35,000                -0-                 -0-          -0-
   Director

Richard D. White                            35,000(4)          35,000                -0-                 -0-          -0-
   Director
---------------------- 
*  Less than 1%

(1)  Does not constitute a commitment to sell any or all of the stated number of
     shares of Common Stock. The number of shares to be sold shall be determined
     from time to time by each Selling Stockholder in his discretion. All shares
     listed in this column represent stock options.

(2)  Based on 38,500,000 shares outstanding as of June 22, 1998. Shares issuable
     upon the exercise of options exercisable within 60 days by such person are
     deemed to be outstanding with respect to the calculation of such person's
     percent of class.

(3)  Includes 300,000 shares which may be acquired pursuant to the exercise of
     stock options.

(4)  Includes 35,000 shares which may be acquired pursuant to the exercise of
     stock options.

(5)  Includes 60,000 shares which may be acquired pursuant to the exercise of
     stock options.

                                      -5-
PLAN OF DISTRIBUTION

     The Common Stock is being sold by the Selling Stockholders for their own
accounts. The Common Stock may be sold or transferred for value by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest to the Selling Stockholders, in one or more transactions on the New
York Stock Exchange (or any successor stock exchange), in negotiated
transactions or in a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices otherwise negotiated. The Selling Stockholders may effect
such transactions by selling the Common Stock to or through brokers-dealers, and
such broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Common Stock for whom such broker-dealers may act as agent
(which compensation may be less than or in excess of customary commissions). The
Selling Stockholders and any broker-dealers that participate in the distribution
of the Common Stock may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by them and
any profit on the resale of the Common Stock sold by them may be deemed to be
underwriting discounts and commissions under the Securities Act. All selling and
other expenses incurred by individual Selling Stockholders will be borne by such
Selling Stockholders.

     There can be no assurance that any of the Selling Stockholders will sell
any or all of the Common Stock offered by them hereunder.

                                  LEGAL MATTERS

     The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Shack & Siegel, P.C., New York, New York. As of June 22,
1998, stockholders of Shack & Siegel, P.C. hold, in the aggregate, 10,999 shares
of Common Stock and options to purchase 35,000 shares of Common Stock.

                                     EXPERTS

     The financial statements of Midway Games Inc. and subsidiaries incorporated
by reference in the Midway Games Inc. Annual Report (Form 10-K) for the year
ended June 30, 1997, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

                                      -6-
EXHIBIT INDEX
Exhibit Number                            Description
--------------                            -----------
4.1  Rights Agreement, dated as of October 24, 1996, between the
               Registrant and The Bank of New York, as Rights Agent,
               incorporated by reference to Exhibit 2.1 to the Registrant's
               Registration Statement on Form S-1, as amended, effective October
               29, 1996 (File No. 333-11919) (the "Form S-1").

          4.2  First Amendment to Rights Agreement, dated as of November 6,
               1997, between the Registrant and The Bank of New York, as Rights
               Agent, incorporated by reference to Exhibit 8 to the Registrant's
               Registration Statement on Form 8-A/A, Amendment No. 1, filed with
               the Securities and Exchange Commission on April 20, 1998.

        4.3(a) 1996 Stock Option Plan, incorporated by reference to Exhibit
               4(a) to the Registrant's Registration Statement on Form S-8,
               filed with the Securities and Exchange Commission on April 24,
               1996 (File No. 333-25757) (the "1996 Form S-8").

        4.3(b) Forms of Option Agreements under the 1996 Stock Option Plan,
               incorporated by reference to Exhibits 4(b) and 4(c) to the 1996
               Form S-8.

        4.4(a) 1998 Non-Qualified Stock Option Plan.

        4.4(b) Form of Option Agreement under the 1998 Non-Qualified Stock
               Option Plan.

        5      Opinion of Shack & Siegel, P.C., counsel for Registrant.

        23.1   Consent of Shack & Siegel, P.C. (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).