As filed with the Securities and Exchange Commission on May __, 2000

                                                  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 Registrant 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. Employee Stock Purchase 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:
               Robinson Silverman Pearce Aronsohn & Berman LLP
                         1290 Avenue of the Americas
                          New York, New York  10104
                    Attention: Kenneth L. Henderson, Esq.


                       CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
                               Proposed
                                Maximum        Proposed
Title 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         250,000(2)    $6.78125     $1,695,312.50        $448

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


(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as
     amended, and based upon the average of the high and low prices reported
     on the NASDAQ National Market on May 2, 2000.

(2)  The shares covered by this Registration Statement represent the common
     stock issuable to participants in the registrant's Employee Stock
     Purchase Plan.

<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 Part I of Form
S-8 will be sent or given to participants in the Activision, Inc. Employee
Stock Purchase Plan 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.   The Company's Annual Report on Form 10-K for the year ended
March 31, 1999.

          2.   The Company's Proxy Statement dated August 16, 1999, as filed
with the Commission on July 29, 1999 and as amended on September 2, 1999.

          3.   The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended June 30, 1999, September 30, 1999 and December 31, 1999.

          4.   The Company's Current Reports on Form 8-K filed with the
Commission on April 29, 1999, July 12, 1999, October 13, 1999, and April 19,
2000.

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

          6.   Description of the Company's Preferred Stock Purchase Rights
contained in the Company's Registration Statement on Form 8-A, Registration
No. 001-15839.

          7.   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
Sections 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 deregisters all 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 filing of such reports and
documents.

          Any statement contained herein or in a document which is
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement in
any subsequently 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.

4.1       Activision, Inc. Employee Stock Purchase Plan, as amended through
          September 29, 1999.

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 Registration 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 with the Commission
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 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.

<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 Los Angeles, State of
California, on the 2nd day of May, 2000.

                              ACTIVISION, INC.

                              By:/s/ Robert A. Kotick
                                 --------------------------------
                                   Robert A. Kotick, Chairman of the Board
                                   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   May 2, 2000
--------------------  (Principal Executive Officer)
(Robert A. Kotick)    and Director

/s/ Brian G. Kelly    Co-Chairman and Director            May 2, 2000
--------------------
(Brian G. Kelly)

/s/ Ronald Doornink   President and Chief Operating       May 2, 2000
--------------------  Officer (Principal Financial
(Ronald Doornink)     Officer)

/s/ Jenniffer Koh     Controller (Principal Accounting    May 2, 2000
--------------------  Officer)
(Jenniffer Koh)

/s/ Harold A. Brown   Director                            May 2, 2000
--------------------
(Harold A. Brown)

/s/ Barbars S. Isgur  Director                            May 2, 2000
--------------------
(Barbara S. Isgur)

/s/ Steven T. Mayer   Director                            May 2, 2000
--------------------
(Steven T. Mayer)

/s/ Robert J. Morgado Director                            May 2, 2000
--------------------
(Robert J. Morgado)


<PAGE>
                                EXHIBIT INDEX

No.     Document                                                      Page

4.1     Activision, Inc. Employee Stock Purchase Plan, as amended
        through September 29, 1999.

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": 18443}]
{"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": "333-36272", "film-number": "619381"}, "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 May __, 2000

                                                  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 Registrant 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. Employee Stock Purchase 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:
               Robinson Silverman Pearce Aronsohn & Berman LLP
                         1290 Avenue of the Americas
                          New York, New York  10104
                    Attention: Kenneth L. Henderson, Esq.

                       CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
                               Proposed
                                Maximum        Proposed
Title 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         250,000(2)    $6.78125     $1,695,312.50        $448

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

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as
     amended, and based upon the average of the high and low prices reported
     on the NASDAQ National Market on May 2, 2000.

(2)  The shares covered by this Registration Statement represent the common
     stock issuable to participants in the registrant's Employee Stock
     Purchase Plan.
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 Part I of Form
S-8 will be sent or given to participants in the Activision, Inc. Employee
Stock Purchase Plan 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.   The Company's Annual Report on Form 10-K for the year ended
March 31, 1999.

          2.   The Company's Proxy Statement dated August 16, 1999, as filed
with the Commission on July 29, 1999 and as amended on September 2, 1999.

          3.   The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended June 30, 1999, September 30, 1999 and December 31, 1999.

          4.   The Company's Current Reports on Form 8-K filed with the
Commission on April 29, 1999, July 12, 1999, October 13, 1999, and April 19,
2000.

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

          6.   Description of the Company's Preferred Stock Purchase Rights
contained in the Company's Registration Statement on Form 8-A, Registration
No. 001-15839.

          7.   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
Sections 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 deregisters all 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 filing of such reports and
documents.

          Any statement contained herein or in a document which is
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement in
any subsequently 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.

4.1       Activision, Inc. Employee Stock Purchase Plan, as amended through
          September 29, 1999.

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 Registration 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 with the Commission
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 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 2nd day of May, 2000.

                              ACTIVISION, INC.

                              By:/s/ Robert A. Kotick
                                 --------------------------------
                                   Robert A. Kotick, Chairman of the Board
                                   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   May 2, 2000
--------------------  (Principal Executive Officer)
(Robert A. Kotick)    and Director

/s/ Brian G. Kelly    Co-Chairman and Director            May 2, 2000
--------------------
(Brian G. Kelly)

/s/ Ronald Doornink   President and Chief Operating       May 2, 2000
--------------------  Officer (Principal Financial
(Ronald Doornink)     Officer)

/s/ Jenniffer Koh     Controller (Principal Accounting    May 2, 2000
--------------------  Officer)
(Jenniffer Koh)

/s/ Harold A. Brown   Director                            May 2, 2000
--------------------
(Harold A. Brown)

/s/ Barbars S. Isgur  Director                            May 2, 2000
--------------------
(Barbara S. Isgur)

/s/ Steven T. Mayer   Director                            May 2, 2000
--------------------
(Steven T. Mayer)

/s/ Robert J. Morgado Director                            May 2, 2000
--------------------
(Robert J. Morgado)
EXHIBIT INDEX

No.     Document                                                      Page

4.1     Activision, Inc. Employee Stock Purchase Plan, as amended
        through September 29, 1999.

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).