As filed with the Securities and Exchange Commission on August 17, 1999

                                      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                             94-2606438
      (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. 1999 Incentive Plan
                          (Full title of the plan)

                              Robert A. Kotick
              Chairman of the Board and Chief Executive Officer
                              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.
               Robinson Silverman Pearce Aronsohn & Berman 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
--------------------------------------------------------------------------
Title of                        Proposed
  Each                          Maximum        Proposed
Class of                       Offering        Maximum
Securities        Amount        Price          Aggregate       Amount of
 to be            to be          Per           Offering      Registration
Registered      Registered     Share(1)        Price(1)           Fee
--------------------------------------------------------------------------
Common Stock,
par value
$.000001
per share       7,319,018(2)    13.0625      $95,604,673         $26,579

---------------------------------------------------------------------------
(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
     on August 10, 1999, as reported on the NASDAQ National Market.

(2)  Of the shares covered by this Registration Statement, 5,000,000 shares
     represent the underlying stock for the stock options, restricted stock,
     deferred stock, stock appreciation rights and other stock-based awards
     to be granted by registrant under its 1999 Incentive Plan and 2,319,018
     shares represent the underlying stock for non-plan options granted to
     certain employees of registrant.

<PAGE>
                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2.  Plan Information; Registrant Information and Employee Plan
Annual Information.

     The document(s) containing the information specified in the instructions
to Part I of Form S-8 will be sent or given to participants in the 1999
Incentive Plan, and to holders of the non-plan options registered hereby, as
specified by Rule 428(b)(1).  In addition, the statement required to be made
pursuant to Item 2 of Part I to Form S-8 shall be contained in the Section
10(a) prospectus.


                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Activision, Inc., a Delaware
corporation, (the "Company"), with the Securities and Exchange Commission
(the "Commission") are incorporated in this Registration Statement by
reference:

               1.   Annual Report on Form 10-K for the year ended March 31,
                    1999.

               2.   Proxy Statement dated August 16, 1999, as filed with the
                    Commission on July 29, 1999.

               3.   Quarterly Report on Form 10-Q for the fiscal quarter
                    ended June 30, 1999.

               4.   Current Reports on Form 8-K filed with the Commission on
                    April 29, 1999 and July 12, 1999.

               5.   Description of the Company's Common Stock contained in
                    the Company's Registration Statement on Form S-3,
                    Registration No. 333-46425.

               6.   All other reports filed by the Company pursuant to
                    Section 13(a) or 15(d) of the Exchange Act since March
                    31, 1999.

               All documents filed subsequent to the filing date of this
Registration Statement with the Commission by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered by this Registration Statement have
been sold or which de-registers all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of such
documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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 subsequent filed document which also is,
or is deemed to be, incorporated by reference herein modifies or supersedes
such prior 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, except as indicated herein.

Item 4.  Description of Securities.

               Not applicable.

Item 5.  Interests of Named Experts and Counsel.

               Not applicable.

Item 6.  Indemnification of Directors and Officers.

               Section 145 of the Delaware General Corporation Law ("DGCL"),
paragraph B of Article SIXTH of the Company's Amended and Restated
Certificate of Incorporation and paragraph 5 of Article VII of the Company's
By-laws provide for the indemnification of the Company's directors and
officers in a variety of circumstances, which may include liabilities under
the Securities Act of 1933, as amended (the "Securities Act").

               Paragraph B of Article SIXTH of the Amended and Restated
Certificate of Incorporation provides mandatory indemnification rights to any
officer or director of the Company who, by reason of the fact that he or she
is an officer or director of the Company, is involved in a legal proceeding
of any nature.  Such indemnification rights shall include reimbursement for
expenses incurred by such officer or director in advance of the final
disposition of such proceeding in accordance with the applicable provisions
of the DGCL.  Paragraph 5 of Article VII of the Company's By-laws currently
provide that the Company shall indemnify its directors and officers to the
fullest extent permitted by the DGCL.

               Paragraph A of Article SIXTH of the Amended and Restated
Certificate of Incorporation contains a provision which eliminates the
personal liability of a director to the Company and its stockholders for
certain breaches of his or her fiduciary duty of care as a director.  This
provision does not, however, eliminate or limit the personal liability of a
director (i) for any breach of such director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under the
Delaware statutory provision making directors personally liable, under a
negligence standard, for unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit.  This provision offers persons who serve on the
Board of Directors of the Company protection against awards of monetary
damages resulting from negligent (except as indicated above) and "grossly"
negligent actions taken in the performance of their duty of care, including
grossly negligent business decisions made in connection with takeover
proposals for the Company.  As a result of this provision, the ability of the
Company or a stockholder thereof to successfully prosecute an action against
a director for a breach of his duty of care has been limited.  However, the
provision does not affect the availability of equitable remedies such as an
injunction or rescission based upon a director's breach of his duty of care.

               The Company maintains a directors' and officers' insurance
policy which insures the officers and directors of the Company from any claim
arising out of an alleged wrongful act by such persons in their respective
capacities as officers and directors of the Company.  In addition, the
Company has entered into indemnification agreements with its officers and
directors containing provisions which are in some respects broader than the
specific indemnification provisions contained in the DGCL.  The
indemnification agreements require the Company, among other things, to
indemnify such officers and directors against certain liabilities that may
arise by reason of their status or service as directors or officers (other
than liabilities arising from willful misconduct of a culpable nature) and to
advance their expenses incurred as a result of any proceeding against them as
to which they could be indemnified.  The Company believes that these
agreements are necessary to attract and retain qualified persons as directors
and officers.

               It is currently unclear as a matter of law what impact these
provisions will have regarding securities law violations.  The Commission
takes the position that indemnification of directors, officers and
controlling persons against liabilities arising under the Securities Act is
against public policy as expressed in the Securities Act and therefore is
unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

3.1      Amended and Restated Certificate of Incorporation of Activision,
         Inc., dated October 15, 1992 (incorporated by reference to Exhibit
         4.5 of Amendment No. 1 to the Company's Registration Statement on
         Form S-8, Registration No. 33-48411).

3.2      Bylaws of Activision, Inc. (incorporated by reference to Exhibit 4.6
         of Amendment No. 1 to the Company's Registration Statement on Form
         S-8, Registration No. 33-48411).

3.3      Certificate of Amendment of Amended and Restated Certificate of
         Incorporation of Activision, Inc., dated August 22, 1996
         (incorporated by reference to Exhibit 3.3 of the Company's
         Registration Statement on Form S-8, Registration No. 333-40727).

4.1      Activision, Inc. 1999 Incentive Plan.

4.2      Stock Option Agreement dated March 23, 1999, by and between
         Activision, Inc. and Robert A. Kotick for the option to purchase
         1,000,000 shares of common stock.

4.3      Stock Option Agreement dated March 23, 1999, by and between
         Activision, Inc. and Brian G. Kelly for the option to purchase
         1,000,000 shares of common stock.

4.4      Stock Option Agreement dated April 30, 1999, by and between
         Activision, Inc. and Robert A. Kotick for the option to purchase
         137,634 shares of common stock.

4.5      Stock Option Agreement dated April 30, 1999, by and between
         Activision, Inc. and Brian G. Kelly for the option to purchase
         137,634 shares of common stock.

4.6      Stock Option Agreement dated April 30, 1999, by and between
         Activision, Inc. and Robert A. Kotick for the option to purchase
         21,875 shares of common stock.

4.7      Stock Option Agreement dated April 30, 1999, by and between
         Activision, Inc. and Brian G. Kelly for the option to purchase
         21,875 shares of common stock.

5.1      Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP, counsel
         to the Company, as to the legality of the Common Stock being
         registered.

23.1     Consent of KPMG LLP.

23.2     Consent of Robinson Silverman Pearce Aronsohn & Berman LLP (included
         as part of Exhibit 5.1).

24.1     Power of Attorney (included on signature page).

Item 9.  Undertakings.

         1.   The undersigned registrant hereby undertakes:

              (a)   To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this Regis-
                    tration Statement:

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

              (ii)  To reflect in the prospectus any facts or events arising
                    after the effective date of this Registration Statement
                    (or the most recent post-effective amendment hereof)
                    which, individually or in the aggregate, represent a
                    fundamental change in the information set forth in this
                    Registration Statement; and

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

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

              (b)   That, for the purpose of determining any liability under
the Securities Act, 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.

              (c)   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.

         2.   The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in this 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.

         3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions described
under Item 6 above, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities 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 Securities Act and will be governed by the
final adjudication of such issue.


                                 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 Los Angeles, State of
California, on the 16th day of August, 1999.

                    ACTIVISION, INC.

                    By:/s/ Robert A. Kotick
                      ------------------------------
                      Robert A. Kotick, Chairman and
                      Chief Executive Officer


                              POWER OF ATTORNEY


              KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below does hereby constitute and appoint Robert A. Kotick
and Brian G. Kelly, 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, 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 either 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,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


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

/s/ Robert A. Kotick    Chairman, Chief Executive Officer     August 16, 1999
----------------------   (Principal Executive Officer)
(Robert A. Kotick)        and Director

/s/ Brian G. Kelly       Co-Chairman and Director             August 16, 1999
----------------------
(Brian G. Kelly)

/s/ Barry J. Plaga      Chief Financial Officer               August 16, 1999
----------------------   (Principal Financial and
(Barry J. Plaga)          Accounting Officer)

/s/ Harold A. Brown     Director                              August 16, 1999
----------------------
(Harold A. Brown)

/s/ Barbara S. Isgur    Director                              August 16, 1999
----------------------
(Barbara S. Isgur)

/s/ Steven T. Mayer     Director                              August 16, 1999
----------------------
(Steven T. Mayer)

/s/ Robert J. Morgado   Director                              August 16, 1999
----------------------
(Robert J. Morgado)

<PAGE>
                               EXHIBIT INDEX 2

No.    Document                                                          Page

3.1    Amended and Restated Certificate of Incorporation of
       Activision, Inc., dated October 15, 1992 (incorporated by
       reference to Exhibit 4.5 of Amendment No. 1 to the Company's
       Registration Statement on Form S-8, Registration No. 33-
       48411).

3.2    Bylaws of Activision, Inc. (incorporated by reference to
       Exhibit 4.6 of Amendment No. 1 to the Company's Registration
       Statement on Form S-8, Registration No. 33-48411).

3.3    Certificate of Amendment of Amended and Restated Certificate of
       Incorporation of Activision, Inc., dated August 22, 1996
       (incorporated by reference to Exhibit 3.3 of the Company's
       Registration Statement on Form S-8, Registration No. 333-
       40727).

4.1    Activision, Inc. 1999 Incentive Plan.

4.2    Stock Option Agreement dated March 23, 1999, by and between
       Activision, Inc. and Robert A. Kotick for the option to
       purchase 1,000,000 shares of common stock.

4.3    Stock Option Agreement dated March 23, 1999, by and between
       Activision, Inc. and Brian G. Kelly  for the option to purchase
       1,000,000 shares of common stock.

4.4    Stock Option Agreement dated April 30, 1999, by and between
       Activision, Inc. and Robert A. Kotick  for the option to
       purchase 137,634 shares of common stock.

4.5    Stock Option Agreement dated April 30, 1999, by and between
       Activision, Inc. and Brian G. Kelly for the option to purchase
       137,634 shares of common stock.

4.6    Stock Option Agreement dated April 30, 1999, by and between
       Activision, Inc. and Robert A. Kotick for the option to
       purchase 21,875 shares of common stock.

4.7    Stock Option Agreement dated April 30, 1999, by and between
       Activision, Inc. and Brian G. Kelly for the option to purchase
       21,875 shares of common stock.

5.1    Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP,
       counsel to the Company, as to the legality of the Common Stock
       being registered.

23.1   Consent of KPMG LLP.

23.2   Consent of Robinson Silverman Pearce Aronsohn & Berman LLP
       (included as part of Exhibit 5.1).

24.1   Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22404}]
{"company-data": {"conformed-name": "ACTIVISION INC /NY", "cik": "0000718877", "assigned-sic": "7372", "irs-number": "942606438", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85383", "film-number": "99694552"}, "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 August 17, 1999

                                      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                             94-2606438
      (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. 1999 Incentive Plan
                          (Full title of the plan)

                              Robert A. Kotick
              Chairman of the Board and Chief Executive Officer
                              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.
               Robinson Silverman Pearce Aronsohn & Berman 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
--------------------------------------------------------------------------
Title of                        Proposed
  Each                          Maximum        Proposed
Class of                       Offering        Maximum
Securities        Amount        Price          Aggregate       Amount of
 to be            to be          Per           Offering      Registration
Registered      Registered     Share(1)        Price(1)           Fee
--------------------------------------------------------------------------
Common Stock,
par value
$.000001
per share       7,319,018(2)    13.0625      $95,604,673         $26,579

---------------------------------------------------------------------------
(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
     on August 10, 1999, as reported on the NASDAQ National Market.

(2)  Of the shares covered by this Registration Statement, 5,000,000 shares
     represent the underlying stock for the stock options, restricted stock,
     deferred stock, stock appreciation rights and other stock-based awards
     to be granted by registrant under its 1999 Incentive Plan and 2,319,018
     shares represent the underlying stock for non-plan options granted to
     certain employees of registrant.
PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2.  Plan Information; Registrant Information and Employee Plan
Annual Information.

     The document(s) containing the information specified in the instructions
to Part I of Form S-8 will be sent or given to participants in the 1999
Incentive Plan, and to holders of the non-plan options registered hereby, as
specified by Rule 428(b)(1).  In addition, the statement required to be made
pursuant to Item 2 of Part I to Form S-8 shall be contained in the Section
10(a) prospectus.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Activision, Inc., a Delaware
corporation, (the "Company"), with the Securities and Exchange Commission
(the "Commission") are incorporated in this Registration Statement by
reference:

               1.   Annual Report on Form 10-K for the year ended March 31,
                    1999.

               2.   Proxy Statement dated August 16, 1999, as filed with the
                    Commission on July 29, 1999.

               3.   Quarterly Report on Form 10-Q for the fiscal quarter
                    ended June 30, 1999.

               4.   Current Reports on Form 8-K filed with the Commission on
                    April 29, 1999 and July 12, 1999.

               5.   Description of the Company's Common Stock contained in
                    the Company's Registration Statement on Form S-3,
                    Registration No. 333-46425.

               6.   All other reports filed by the Company pursuant to
                    Section 13(a) or 15(d) of the Exchange Act since March
                    31, 1999.

               All documents filed subsequent to the filing date of this
Registration Statement with the Commission by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered by this Registration Statement have
been sold or which de-registers all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of such
documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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 subsequent filed document which also is,
or is deemed to be, incorporated by reference herein modifies or supersedes
such prior 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, except as indicated herein.

Item 4.  Description of Securities.

               Not applicable.

Item 5.  Interests of Named Experts and Counsel.

               Not applicable.

Item 6.  Indemnification of Directors and Officers.

               Section 145 of the Delaware General Corporation Law ("DGCL"),
paragraph B of Article SIXTH of the Company's Amended and Restated
Certificate of Incorporation and paragraph 5 of Article VII of the Company's
By-laws provide for the indemnification of the Company's directors and
officers in a variety of circumstances, which may include liabilities under
the Securities Act of 1933, as amended (the "Securities Act").

               Paragraph B of Article SIXTH of the Amended and Restated
Certificate of Incorporation provides mandatory indemnification rights to any
officer or director of the Company who, by reason of the fact that he or she
is an officer or director of the Company, is involved in a legal proceeding
of any nature.  Such indemnification rights shall include reimbursement for
expenses incurred by such officer or director in advance of the final
disposition of such proceeding in accordance with the applicable provisions
of the DGCL.  Paragraph 5 of Article VII of the Company's By-laws currently
provide that the Company shall indemnify its directors and officers to the
fullest extent permitted by the DGCL.

               Paragraph A of Article SIXTH of the Amended and Restated
Certificate of Incorporation contains a provision which eliminates the
personal liability of a director to the Company and its stockholders for
certain breaches of his or her fiduciary duty of care as a director.  This
provision does not, however, eliminate or limit the personal liability of a
director (i) for any breach of such director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under the
Delaware statutory provision making directors personally liable, under a
negligence standard, for unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit.  This provision offers persons who serve on the
Board of Directors of the Company protection against awards of monetary
damages resulting from negligent (except as indicated above) and "grossly"
negligent actions taken in the performance of their duty of care, including
grossly negligent business decisions made in connection with takeover
proposals for the Company.  As a result of this provision, the ability of the
Company or a stockholder thereof to successfully prosecute an action against
a director for a breach of his duty of care has been limited.  However, the
provision does not affect the availability of equitable remedies such as an
injunction or rescission based upon a director's breach of his duty of care.

               The Company maintains a directors' and officers' insurance
policy which insures the officers and directors of the Company from any claim
arising out of an alleged wrongful act by such persons in their respective
capacities as officers and directors of the Company.  In addition, the
Company has entered into indemnification agreements with its officers and
directors containing provisions which are in some respects broader than the
specific indemnification provisions contained in the DGCL.  The
indemnification agreements require the Company, among other things, to
indemnify such officers and directors against certain liabilities that may
arise by reason of their status or service as directors or officers (other
than liabilities arising from willful misconduct of a culpable nature) and to
advance their expenses incurred as a result of any proceeding against them as
to which they could be indemnified.  The Company believes that these
agreements are necessary to attract and retain qualified persons as directors
and officers.

               It is currently unclear as a matter of law what impact these
provisions will have regarding securities law violations.  The Commission
takes the position that indemnification of directors, officers and
controlling persons against liabilities arising under the Securities Act is
against public policy as expressed in the Securities Act and therefore is
unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

3.1      Amended and Restated Certificate of Incorporation of Activision,
         Inc., dated October 15, 1992 (incorporated by reference to Exhibit
         4.5 of Amendment No. 1 to the Company's Registration Statement on
         Form S-8, Registration No. 33-48411).

3.2      Bylaws of Activision, Inc. (incorporated by reference to Exhibit 4.6
         of Amendment No. 1 to the Company's Registration Statement on Form
         S-8, Registration No. 33-48411).

3.3      Certificate of Amendment of Amended and Restated Certificate of
         Incorporation of Activision, Inc., dated August 22, 1996
         (incorporated by reference to Exhibit 3.3 of the Company's
         Registration Statement on Form S-8, Registration No. 333-40727).

4.1      Activision, Inc. 1999 Incentive Plan.

4.2      Stock Option Agreement dated March 23, 1999, by and between
         Activision, Inc. and Robert A. Kotick for the option to purchase
         1,000,000 shares of common stock.

4.3      Stock Option Agreement dated March 23, 1999, by and between
         Activision, Inc. and Brian G. Kelly for the option to purchase
         1,000,000 shares of common stock.

4.4      Stock Option Agreement dated April 30, 1999, by and between
         Activision, Inc. and Robert A. Kotick for the option to purchase
         137,634 shares of common stock.

4.5      Stock Option Agreement dated April 30, 1999, by and between
         Activision, Inc. and Brian G. Kelly for the option to purchase
         137,634 shares of common stock.

4.6      Stock Option Agreement dated April 30, 1999, by and between
         Activision, Inc. and Robert A. Kotick for the option to purchase
         21,875 shares of common stock.

4.7      Stock Option Agreement dated April 30, 1999, by and between
         Activision, Inc. and Brian G. Kelly for the option to purchase
         21,875 shares of common stock.

5.1      Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP, counsel
         to the Company, as to the legality of the Common Stock being
         registered.

23.1     Consent of KPMG LLP.

23.2     Consent of Robinson Silverman Pearce Aronsohn & Berman LLP (included
         as part of Exhibit 5.1).

24.1     Power of Attorney (included on signature page).

Item 9.  Undertakings.

         1.   The undersigned registrant hereby undertakes:

              (a)   To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this Regis-
                    tration Statement:

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

              (ii)  To reflect in the prospectus any facts or events arising
                    after the effective date of this Registration Statement
                    (or the most recent post-effective amendment hereof)
                    which, individually or in the aggregate, represent a
                    fundamental change in the information set forth in this
                    Registration Statement; and

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

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

              (b)   That, for the purpose of determining any liability under
the Securities Act, 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.

              (c)   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.

         2.   The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in this 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.

         3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions described
under Item 6 above, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities 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 Securities Act and will be governed by the
final adjudication of such issue.

                                 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 Los Angeles, State of
California, on the 16th day of August, 1999.

                    ACTIVISION, INC.

                    By:/s/ Robert A. Kotick
                      ------------------------------
                      Robert A. Kotick, Chairman and
                      Chief Executive Officer

                              POWER OF ATTORNEY

              KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below does hereby constitute and appoint Robert A. Kotick
and Brian G. Kelly, 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, 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 either 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,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

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

/s/ Robert A. Kotick    Chairman, Chief Executive Officer     August 16, 1999
----------------------   (Principal Executive Officer)
(Robert A. Kotick)        and Director

/s/ Brian G. Kelly       Co-Chairman and Director             August 16, 1999
----------------------
(Brian G. Kelly)

/s/ Barry J. Plaga      Chief Financial Officer               August 16, 1999
----------------------   (Principal Financial and
(Barry J. Plaga)          Accounting Officer)

/s/ Harold A. Brown     Director                              August 16, 1999
----------------------
(Harold A. Brown)

/s/ Barbara S. Isgur    Director                              August 16, 1999
----------------------
(Barbara S. Isgur)

/s/ Steven T. Mayer     Director                              August 16, 1999
----------------------
(Steven T. Mayer)

/s/ Robert J. Morgado   Director                              August 16, 1999
----------------------
(Robert J. Morgado)
EXHIBIT INDEX 2

No.    Document                                                          Page

3.1    Amended and Restated Certificate of Incorporation of
       Activision, Inc., dated October 15, 1992 (incorporated by
       reference to Exhibit 4.5 of Amendment No. 1 to the Company's
       Registration Statement on Form S-8, Registration No. 33-
       48411).

3.2    Bylaws of Activision, Inc. (incorporated by reference to
       Exhibit 4.6 of Amendment No. 1 to the Company's Registration
       Statement on Form S-8, Registration No. 33-48411).

3.3    Certificate of Amendment of Amended and Restated Certificate of
       Incorporation of Activision, Inc., dated August 22, 1996
       (incorporated by reference to Exhibit 3.3 of the Company's
       Registration Statement on Form S-8, Registration No. 333-
       40727).

4.1    Activision, Inc. 1999 Incentive Plan.

4.2    Stock Option Agreement dated March 23, 1999, by and between
       Activision, Inc. and Robert A. Kotick for the option to
       purchase 1,000,000 shares of common stock.

4.3    Stock Option Agreement dated March 23, 1999, by and between
       Activision, Inc. and Brian G. Kelly  for the option to purchase
       1,000,000 shares of common stock.

4.4    Stock Option Agreement dated April 30, 1999, by and between
       Activision, Inc. and Robert A. Kotick  for the option to
       purchase 137,634 shares of common stock.

4.5    Stock Option Agreement dated April 30, 1999, by and between
       Activision, Inc. and Brian G. Kelly for the option to purchase
       137,634 shares of common stock.

4.6    Stock Option Agreement dated April 30, 1999, by and between
       Activision, Inc. and Robert A. Kotick for the option to
       purchase 21,875 shares of common stock.

4.7    Stock Option Agreement dated April 30, 1999, by and between
       Activision, Inc. and Brian G. Kelly for the option to purchase
       21,875 shares of common stock.

5.1    Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP,
       counsel to the Company, as to the legality of the Common Stock
       being registered.

23.1   Consent of KPMG LLP.

23.2   Consent of Robinson Silverman Pearce Aronsohn & Berman LLP
       (included as part of Exhibit 5.1).

24.1   Power of Attorney (included on signature page).