As filed with the Securities and Exchange Commission on November 3, 2005

                                                      Registration No. 333-_____
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                                Activision, Inc.
               (Exact name of issuer as specified in its charter)

            Delaware                                        95-4803544
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)
  3100 Ocean Park Boulevard
     Santa Monica, California                                 90405
(Address of Principal Executive Offices)                    (Zip Code)

               Activision, Inc. 2002 Employee Stock Purchase Plan
                            (Full title of the plan)

                                 Ronald Doornink
                                    President
                                Activision, Inc.
                            3100 Ocean Park Boulevard
                         Santa Monica, California 90405
                                 (310) 255-2000
            (Name, address and telephone number of agent for service)

                                   Copies to:
                           Kenneth L. Henderson, Esq.
                                 Bryan Cave LLP
                           1290 Avenue of the Americas
                            New York, New York 10104
                Approximate date of proposed sale to the public:
   From time to time after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE

===============================================================================

                                                       Proposed
                                                       Maximum
Title of Each                                          Aggregate     Amount of
Class of Securities   Amount to be  Proposed Maximum   Offering     Registration
to be Registered       Registered   Offering Price (1) Price (1)        Fee
-------------------   ------------  ------------------ ------------ ------------

Common Stock,         1,600,000 (2)     $15.61         $24,976,000    $2,940
par value $.000001
per share

===============================================================================

(1)  Estimated solely for purposes of calculating the registration fee. Pursuant
     to Rules 457(c) and (h), the Proposed Maximum Offering Price Per Share and
     the Proposed Maximum Aggregate Offering Price are computed on the basis of
     the average of the high and low prices for such security as reported on the
     Nasdaq Stock Market on October 31, 2005.

(2)  Represents the increase in the maximum number of shares of Common Stock
     reserved for issuance under the Registrant's 2002 Employee Stock Purchase
     Plan (the "Plan"), as adjusted for the 4 for 3 stock split effective
     October 24, 2005. 2,000,000 shares of Common Stock, as adjusted for the 3
     for 2 stock split effective June 6, 2003, the 3 for 2 stock split effective
     March 15, 2004, the 4 for 3 stock split effective March 22, 2005 and the 4
     for 3 stock split effective October 24, 2005, have been previously
     registered under the Registrant's Registration Statement on Form S-8 (No.
     333-100097) filed September 25, 2002. Pursuant to Rule 416 of the
     Securities Act of 1933, as amended (the "Securities Act"), this
     Registration Statement shall also cover any additional shares of the
     Registrant's Common Stock that become issuable under the options covered
     hereby by reason of any stock dividend, stock split, recapitalization,
     anti-dilution provisions or other similar transaction effected without the
     receipt of consideration that increases the number of the Registrant's
     outstanding shares of Common Stock.

                                       2

<page>

                     STATEMENT UNDER GENERAL INSTRUCTION E
                     REGISTRATION OF ADDITIONAL SECURITIES

     Pursuant to General Instruction E of Form S-8, this Registration Statement
is filed solely to register an additional 1,600,000 shares of Common Stock, par
value $.000001 per share, of the Registrant reserved for issuance under the
Registrant's 2002 Employee Stock Purchase Plan. The Company's Board of Directors
and shareholders approved this increase. Pursuant to and as permitted by General
Instruction E to Form S-8, the contents of the Registrant's Registration
Statement on Form S-8, File No. 333-100097, including without limitation,
periodic reports that the Registrant filed, or will file, after such Form S-8 to
maintain current information abut the Registrant are hereby incorporated by
reference herein, and the opinions and consents listed in Item 8 below are
attached hereto.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.

4.1   Activision, Inc. 2002 Employee Stock Purchase Plan (incorporated by
      reference to Exhibit 4.1 of Registrant's Form S-8 (Registration No.
      333-100097) as filed with the SEC on September 25, 2002).

5.1   Opinion of Bryan Cave LLP, counsel to Activision, Inc., as to certain
      legal matters in connection with the shares of Common Stock being
      registered.

23.1  Consent of Independent Registered Public Accounting Firm of
      PricewaterhouseCoopers LLP.

23.2  Consent of Bryan Cave LLP (included as part of Exhibit 5.1).

24.1  Power of Attorney (included on signature page of this Registration
      Statement).

                                       3

<page>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Santa Monica, State of California, on the 3rd day of
November, 2005.

                                                 ACTIVISION, INC.


                                                 By:  /s/ Ronald Doornink
                                                    ------------------------
                                                     Ronald Doornink, President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Robert A. Kotick, Brian G. Kelly and
Ronald Doornink, and each or any of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including, without limitation, post-effective amendments and
documents in connection therewith) to this Registration Statement on Form S-8,
and to file the same with the Securities and Exchange Commission, granting unto
each said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or any of them, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         Name                         Title                     Date
         ----                         -----                     ----

                           Chairman, Chief Executive      November 3, 2005
------------------------   Officer and Director
Robert A. Kotick

/s/ Brian G. Kelly         Co-Chairman and Director       November 3, 2005
------------------------
Brian G. Kelly

/s/ Ronald Doornink        President and Director         November 3, 2005
------------------------
Ronald Doornink

/s/ Michael Griffith       Chief Executive Officer and    November 3, 2005
------------------------   President of Activision
Michael Griffith           Publishing, Inc. (Principal
                           Executive Officer)

/s/ William Chardavoyne    Executive Vice President       November 3, 2005
------------------------   and Chief Financial Officer
William Chardavoyne        (Principal Financial and
                           Accounting Officer)

                           Director                       November 3, 2005
------------------------
Robert J. Corti

/s/ Barbara S. Isgur       Director                       November 3, 2005
------------------------
Barbara S. Isgur

/s/ Robert J. Morgado      Director                       November 3, 2005
------------------------
Robert J. Morgado

                                       4

/s/ Peter J. Nolan         Director                       November 3, 2005
-----------------------
Peter J. Nolan

/s/ Richard Sarnoff        Director                       November 3, 2005
------------------------
Richard Sarnoff

                                       5

<page>
                                 EXHIBIT INDEX


No.     Document
--      --------

4.1     Activision, Inc. 2002 Employee Stock Purchase Plan (incorporated by
        reference to Exhibit 4.1 of Registrant's Form S-8 (Registration No.
        333-100097) as filed with the SEC on September 25, 2002).

5.1     Opinion of Bryan Cave LLP, counsel to Activision, Inc., as to certain
        legal matters in connection with the shares of Common Stock being
        registered.

23.1    Consent of Independent Registered Public Accounting Firm of
        PricewaterhouseCoopers LLP.

23.2    Consent of Bryan Cave LLP (included as part of Exhibit 5.1).

24.1    Power of Attorney (included on signature page of this Registration
        Statement).

                                       6
[{"type": "S-8", "sequence": "1", "filename": "nov_s8-domestic.txt", "description": "ACTIVIS\\2005\\NOV S-8 DOMESTIC", "secsgml_size_bytes": 10623}]
{"company-data": {"conformed-name": "ACTIVISION INC /NY", "cik": "0000718877", "assigned-sic": "7372", "irs-number": "954803544", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-129438", "film-number": "051177885"}, "business-address": {"street1": "3100 OCEAN PARK BLVD", "street2": "STE 1000", "city": "SANTA MONICA", "state": "CA", "zip": "90405", "phone": "3102552000"}, "mail-address": {"street1": "11601 WILSHIRE BLVD 3RD FL", "street2": "STE 1000", "city": "LOS ANGELES", "state": "CA", "zip": "90025"}, "former-company": [{"former-conformed-name": "MEDIAGENIC", "date-changed": "19920703"}, {"former-conformed-name": "ACTIVISION INC", "date-changed": "19880829"}]}
As filed with the Securities and Exchange Commission on November 3, 2005

                                                      Registration No. 333-_____
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                                Activision, Inc.
               (Exact name of issuer as specified in its charter)

            Delaware                                        95-4803544
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)
  3100 Ocean Park Boulevard
     Santa Monica, California                                 90405
(Address of Principal Executive Offices)                    (Zip Code)

               Activision, Inc. 2002 Employee Stock Purchase Plan
                            (Full title of the plan)

                                 Ronald Doornink
                                    President
                                Activision, Inc.
                            3100 Ocean Park Boulevard
                         Santa Monica, California 90405
                                 (310) 255-2000
            (Name, address and telephone number of agent for service)

                                   Copies to:
                           Kenneth L. Henderson, Esq.
                                 Bryan Cave LLP
                           1290 Avenue of the Americas
                            New York, New York 10104
                Approximate date of proposed sale to the public:
   From time to time after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE

===============================================================================

                                                       Proposed
                                                       Maximum
Title of Each                                          Aggregate     Amount of
Class of Securities   Amount to be  Proposed Maximum   Offering     Registration
to be Registered       Registered   Offering Price (1) Price (1)        Fee
-------------------   ------------  ------------------ ------------ ------------

Common Stock,         1,600,000 (2)     $15.61         $24,976,000    $2,940
par value $.000001
per share

===============================================================================

(1)  Estimated solely for purposes of calculating the registration fee. Pursuant
     to Rules 457(c) and (h), the Proposed Maximum Offering Price Per Share and
     the Proposed Maximum Aggregate Offering Price are computed on the basis of
     the average of the high and low prices for such security as reported on the
     Nasdaq Stock Market on October 31, 2005.

(2)  Represents the increase in the maximum number of shares of Common Stock
     reserved for issuance under the Registrant's 2002 Employee Stock Purchase
     Plan (the "Plan"), as adjusted for the 4 for 3 stock split effective
     October 24, 2005. 2,000,000 shares of Common Stock, as adjusted for the 3
     for 2 stock split effective June 6, 2003, the 3 for 2 stock split effective
     March 15, 2004, the 4 for 3 stock split effective March 22, 2005 and the 4
     for 3 stock split effective October 24, 2005, have been previously
     registered under the Registrant's Registration Statement on Form S-8 (No.
     333-100097) filed September 25, 2002. Pursuant to Rule 416 of the
     Securities Act of 1933, as amended (the "Securities Act"), this
     Registration Statement shall also cover any additional shares of the
     Registrant's Common Stock that become issuable under the options covered
     hereby by reason of any stock dividend, stock split, recapitalization,
     anti-dilution provisions or other similar transaction effected without the
     receipt of consideration that increases the number of the Registrant's
     outstanding shares of Common Stock.

                                       2
STATEMENT UNDER GENERAL INSTRUCTION E
                     REGISTRATION OF ADDITIONAL SECURITIES

     Pursuant to General Instruction E of Form S-8, this Registration Statement
is filed solely to register an additional 1,600,000 shares of Common Stock, par
value $.000001 per share, of the Registrant reserved for issuance under the
Registrant's 2002 Employee Stock Purchase Plan. The Company's Board of Directors
and shareholders approved this increase. Pursuant to and as permitted by General
Instruction E to Form S-8, the contents of the Registrant's Registration
Statement on Form S-8, File No. 333-100097, including without limitation,
periodic reports that the Registrant filed, or will file, after such Form S-8 to
maintain current information abut the Registrant are hereby incorporated by
reference herein, and the opinions and consents listed in Item 8 below are
attached hereto.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.

4.1   Activision, Inc. 2002 Employee Stock Purchase Plan (incorporated by
      reference to Exhibit 4.1 of Registrant's Form S-8 (Registration No.
      333-100097) as filed with the SEC on September 25, 2002).

5.1   Opinion of Bryan Cave LLP, counsel to Activision, Inc., as to certain
      legal matters in connection with the shares of Common Stock being
      registered.

23.1  Consent of Independent Registered Public Accounting Firm of
      PricewaterhouseCoopers LLP.

23.2  Consent of Bryan Cave LLP (included as part of Exhibit 5.1).

24.1  Power of Attorney (included on signature page of this Registration
      Statement).

                                       3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Santa Monica, State of California, on the 3rd day of
November, 2005.

                                                 ACTIVISION, INC.

                                                 By:  /s/ Ronald Doornink
                                                    ------------------------
                                                     Ronald Doornink, President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Robert A. Kotick, Brian G. Kelly and
Ronald Doornink, and each or any of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including, without limitation, post-effective amendments and
documents in connection therewith) to this Registration Statement on Form S-8,
and to file the same with the Securities and Exchange Commission, granting unto
each said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or any of them, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         Name                         Title                     Date
         ----                         -----                     ----

                           Chairman, Chief Executive      November 3, 2005
------------------------   Officer and Director
Robert A. Kotick

/s/ Brian G. Kelly         Co-Chairman and Director       November 3, 2005
------------------------
Brian G. Kelly

/s/ Ronald Doornink        President and Director         November 3, 2005
------------------------
Ronald Doornink

/s/ Michael Griffith       Chief Executive Officer and    November 3, 2005
------------------------   President of Activision
Michael Griffith           Publishing, Inc. (Principal
                           Executive Officer)

/s/ William Chardavoyne    Executive Vice President       November 3, 2005
------------------------   and Chief Financial Officer
William Chardavoyne        (Principal Financial and
                           Accounting Officer)

                           Director                       November 3, 2005
------------------------
Robert J. Corti

/s/ Barbara S. Isgur       Director                       November 3, 2005
------------------------
Barbara S. Isgur

/s/ Robert J. Morgado      Director                       November 3, 2005
------------------------
Robert J. Morgado

                                       4

/s/ Peter J. Nolan         Director                       November 3, 2005
-----------------------
Peter J. Nolan

/s/ Richard Sarnoff        Director                       November 3, 2005
------------------------
Richard Sarnoff

                                       5
EXHIBIT INDEX

No.     Document
--      --------

4.1     Activision, Inc. 2002 Employee Stock Purchase Plan (incorporated by
        reference to Exhibit 4.1 of Registrant's Form S-8 (Registration No.
        333-100097) as filed with the SEC on September 25, 2002).

5.1     Opinion of Bryan Cave LLP, counsel to Activision, Inc., as to certain
        legal matters in connection with the shares of Common Stock being
        registered.

23.1    Consent of Independent Registered Public Accounting Firm of
        PricewaterhouseCoopers LLP.

23.2    Consent of Bryan Cave LLP (included as part of Exhibit 5.1).

24.1    Power of Attorney (included on signature page of this Registration
        Statement).

                                       6