An assessment of educational game playing in the classroom is presented. The assessment is based mainly on observations and reports of the game Empire (Educational Services Incorporated). In separate sections of the report, the author considers arrangements for game playing, the motivational appeal of educational games, and how and what children learn from games. The expenditure of time and money and the utility of educational games are also considered. Six reasons for the motivational appeal are: the classroom routine is interrupted; children are encouraged to talk to fellow students; children like the manipulative aspects of games; children like to win; game playing is a familiar and non-threatening activity; and not much reading is required for participation. In discussing intrinsic and extrinsic learning from games, the author points to problems of misleading the child through falsifications and oversimplifications of the reality the game is intended to portray. Conceptual and factual learning is also examined. In addressing these problems, the report stresses the necessity of game design and teacher follow-up. The author concludes that games are most useful at the junior high level and are least successful with bright students. (KC)