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The game was developed in 1983, and released in February 1984. Once the meter is full, the corner man's digitized speech encourages the player to either 'Put him away!' or 'Knock him out!'ДЄn arcade patron playing the arcade version of Punch-Out!! The meter increases when the player successfully lands a punch, decreases when the opponent lands one, and drops to zero when the player is knocked down. A large button on the console allows the player to deliver a powerful uppercut or right hook, but only when the 'KO' meter on the display is completely full. Two buttons control left and right punches, one for each arm (denoted by 'Left!', or 'Right!' when hitting the head, or 'body blow!' when hitting the body with either arm). The game has a joystick and three buttons. Apart from this, the game is more or a less a standard upright.

The top monitor is used to display statistics and fighter portraits, while the bottom one is the main game display (similar to Nintendo's Multi-Screen Game & Watch titles and the Nintendo DS) with the gameplay and power meters (representing stamina) for each fighter. The game is a modified upright, and was unusual in that it requires two video monitors, one atop the other, for the game's display. Like many games made during the Golden Age of Arcade Games, there is no actual ending and the game continuously loops until the player loses. Players are only allowed one continue per play through. In the event the player loses, the computer controlled victor will taunt the player and the corner man for the player will try to entice the player to play again ('Come on, stand up and fight!') via the game's distinctive digitized speech. A fighter who is knocked down three times in one round will be unable to rise, leading to a knockout.

The player has one 3-minute round to score a knockout and will automatically lose if time runs out. Once the player defeats the last opponent, the opponents repeat with increased difficulty.

Opponents' impending offensive moves are telegraphed by subtle eye changes (the whites of the eyes flash yellow), but the player must ultimately predict what moves the opponent will make and react appropriately. The player must time his punches, dodges and blocks in order to defeat the opposing boxer. During matches, the player's boxer is viewed from behind and above as a wireframe so the opponent can be seen.

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In the game, the player takes the role of a green-haired unnamed boxer (sometimes claimed to be Little Mac from the NES versions ), known by three initials the player chooses when the game begins.

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