As filed with the Securities and Exchange Commission on November 21, 1997

                                   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. 1991 Stock Option And Stock Award Plan
                         (Full title of the plan)

                             Robert A. Kotick
                           Chairman of the Board
                             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         Amount
Securities        Amount        Price          Aggregate       of
 to be            to be          Per           Offering        Registration
Registered      Registered     Share(1)        Price(1)        Fee
--------------------------------------------------------------------------
Common Stock,
par value
$.000001       
per share       1,540,000(2)   $15.4375         $23,773,750     $7,205
---------------------------------------------------------------------------

(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 November 19, 1997, as reported on the NASDAQ National
     Market. 

(2)  Of the shares covered by this Registration Statement, 1,500,000 shares
     represent the underlying stock for the stock options, restricted 
     stock, deferred stock, stock appreciation rights and other stock-based
     awards to be granted to registrant under its 1991 Stock Option and 
     Stock Award Plan and 40,000 shares represent the underlying stock for
     the warrants issued to non-employee directors of Activision, Inc.
<PAGE>
                                  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,
1997.

          2.   Quarterly Reports on Form 10-Q for the quarters ended June
30, 1997 and September 30, 1997.

          3.   Proxy Statement dated July 29, 1997.

          4.   Registration Statement on Form S-8, Registration No.
33-48411.

          5.   Registration Statement on Form S-8, Registration No.
33-63638.

          6.   Registration Statement on Form S-8, Registration No.
33-91074.

          7.   Registration Statement on Form S-8, Registration No.
333-06130.

          8.   Registration Statement on Form S-8, Registration No.
333-12621.

          9.   Registration Statement on Form S-8, Registration No.
333-06054.

          10.  Post-Effective Amendment No. 1 to Registration Statement on
Form S-8, Registration No. 33-48411.

          11.  Post-Effective Amendment No. 2 to Registration Statement on
Form S-8, Registration No. 33-48411.

          12.  Post-Effective Amendment No. 3 to Registration Statement on
Form S-8, Registration No. 33-48411.

          13.  Post-Effective Amendment No. 1 to Registration Statement on
Form S-8, Registration No. 33-63638.

          14.  Post-Effective Amendment No. 2 to Registration Statement on
Form S-8, Registration No. 33-63638.

          15.  Post-Effective Amendment No. 1 to Registration Statement on
Form S-8, Registration No. 33-91074.

          16.  Post-Effective Amendment No. 2 to Registration Statement on
Form S-8, Registration No. 33-91074.

          17.  Post-Effective Amendment No. 1 to Registration Statement on
Form S-8, Registration No. 333-06130.

          18.  Post-Effective Amendment No. 1 to Registration Statement on
Form S-8, Registration No. 333-06054.

          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.

4.1  Activision, Inc. 1991 Stock Option and Stock Award Plan, as amended
     through September 24, 1997.

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 Coopers & Lybrand LLP

23.2  Consent of KPMG Peat Marwick LLP

23.3 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 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.
<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 19th day of November, 1997.

          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 (Principal                November 19, 1997
(Robert A. Kotick)      Executive Officer) and Director
                         
/s/ Brian G. Kelly      Chief Operating Officer,          November 19, 1997
--------------------    President and Director
(Brian G. Kelly)        

/s/ Barry G. Plaga      Chief Financial Officer           November 19, 1997
--------------------     (Principal Financial and
(Barry G. Plaga)        Accounting Officer)

/s/ Harold A. Brown     Director                          November 19, 1997
--------------------
(Harold A. Brown)

/s/ Barbara S. Isgur     Director                         November 19, 1997
---------------------
(Barbara S. Isgur)

/s/ Steven T. Mayer      Director                         November 19, 1997
----------------------
(Steven T. Mayer)

/s/ Robert J. Morgado    Director                        November 19, 1997
---------------------
(Robert J. Morgado)
<PAGE>
                          EXHIBIT INDEX

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.

4.1  Activision, Inc. 1991 Stock Option and Stock Award 
     Plan, as amended through September 24, 1997.

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 Coopers & Lybrand LLP

23.2 Consent of KPMG Peat Marwick LLP

23.3 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": 20159}]
{"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": "333-40727", "film-number": "97726102"}, "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 21, 1997

                                   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. 1991 Stock Option And Stock Award Plan
                         (Full title of the plan)

                             Robert A. Kotick
                           Chairman of the Board
                             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         Amount
Securities        Amount        Price          Aggregate       of
 to be            to be          Per           Offering        Registration
Registered      Registered     Share(1)        Price(1)        Fee
--------------------------------------------------------------------------
Common Stock,
par value
$.000001       
per share       1,540,000(2)   $15.4375         $23,773,750     $7,205
---------------------------------------------------------------------------

(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 November 19, 1997, as reported on the NASDAQ National
     Market. 

(2)  Of the shares covered by this Registration Statement, 1,500,000 shares
     represent the underlying stock for the stock options, restricted 
     stock, deferred stock, stock appreciation rights and other stock-based
     awards to be granted to registrant under its 1991 Stock Option and 
     Stock Award Plan and 40,000 shares represent the underlying stock for
     the warrants issued to non-employee directors of Activision, Inc.
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,
1997.

          2.   Quarterly Reports on Form 10-Q for the quarters ended June
30, 1997 and September 30, 1997.

          3.   Proxy Statement dated July 29, 1997.

          4.   Registration Statement on Form S-8, Registration No.
33-48411.

          5.   Registration Statement on Form S-8, Registration No.
33-63638.

          6.   Registration Statement on Form S-8, Registration No.
33-91074.

          7.   Registration Statement on Form S-8, Registration No.
333-06130.

          8.   Registration Statement on Form S-8, Registration No.
333-12621.

          9.   Registration Statement on Form S-8, Registration No.
333-06054.

          10.  Post-Effective Amendment No. 1 to Registration Statement on
Form S-8, Registration No. 33-48411.

          11.  Post-Effective Amendment No. 2 to Registration Statement on
Form S-8, Registration No. 33-48411.

          12.  Post-Effective Amendment No. 3 to Registration Statement on
Form S-8, Registration No. 33-48411.

          13.  Post-Effective Amendment No. 1 to Registration Statement on
Form S-8, Registration No. 33-63638.

          14.  Post-Effective Amendment No. 2 to Registration Statement on
Form S-8, Registration No. 33-63638.

          15.  Post-Effective Amendment No. 1 to Registration Statement on
Form S-8, Registration No. 33-91074.

          16.  Post-Effective Amendment No. 2 to Registration Statement on
Form S-8, Registration No. 33-91074.

          17.  Post-Effective Amendment No. 1 to Registration Statement on
Form S-8, Registration No. 333-06130.

          18.  Post-Effective Amendment No. 1 to Registration Statement on
Form S-8, Registration No. 333-06054.

          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.

4.1  Activision, Inc. 1991 Stock Option and Stock Award Plan, as amended
     through September 24, 1997.

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 Coopers & Lybrand LLP

23.2  Consent of KPMG Peat Marwick LLP

23.3 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 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 19th day of November, 1997.

          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 (Principal                November 19, 1997
(Robert A. Kotick)      Executive Officer) and Director
                         
/s/ Brian G. Kelly      Chief Operating Officer,          November 19, 1997
--------------------    President and Director
(Brian G. Kelly)        

/s/ Barry G. Plaga      Chief Financial Officer           November 19, 1997
--------------------     (Principal Financial and
(Barry G. Plaga)        Accounting Officer)

/s/ Harold A. Brown     Director                          November 19, 1997
--------------------
(Harold A. Brown)

/s/ Barbara S. Isgur     Director                         November 19, 1997
---------------------
(Barbara S. Isgur)

/s/ Steven T. Mayer      Director                         November 19, 1997
----------------------
(Steven T. Mayer)

/s/ Robert J. Morgado    Director                        November 19, 1997
---------------------
(Robert J. Morgado)
EXHIBIT INDEX

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.

4.1  Activision, Inc. 1991 Stock Option and Stock Award 
     Plan, as amended through September 24, 1997.

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 Coopers & Lybrand LLP

23.2 Consent of KPMG Peat Marwick LLP

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

24.1 Power of Attorney (included on signature page).