Filed Pursuant to Rule 424(b)
                                                   Registration No. 333-67707

                              1,901,005 Shares

                              ACTIVISION, INC.

                                Common Stock

                            ____________________

     The stockholders of Activision, Inc. listed in this prospectus under the
section entitled "Selling Stockholders" are offering and selling up to
1,901,005 shares of Activision's common stock under this prospectus.  

     The shares of Activision's common stock being offered hereby were issued
to the selling stockholders in connection with (i) Activision's acquisition
on September 29, 1998 of CD-Contact Data GmbH, a European entertainment
software distributor, and (ii) Activision's acquisition on June 13, 1997 of
Take Us! Marketing and Consulting GmbH, a German localization and marketing
company.  The selling stockholders were all of the stockholders of CD-Contact
and Take Us!, respectively.

     Activision will not receive any of the proceeds from the sale of shares
being offered by the selling stockholders.

     Activision's common stock is traded in the NASDAQ National Market System
under the symbol "ATVI."  On January 5, 1999, the last sale price for the
common stock as reported on the NASDAQ National Market System was $10.8125
per share.

          No underwriting is being used in connection with this offering of
common stock.  The shares of common stock are being offered without
underwriting discounts.  The expenses of this registration will be paid by
Activision.  Normal brokerage commissions, discounts and fees will be payable
by the selling stockholders.

          For a discussion of certain matters that should be considered by
prospective investors, see "Risk Factors" starting on page 2 of this
Prospectus.

          Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the shares of common
stock offered or sold under this prospectus or passed upon the adequacy or
accuracy of this prospectus.  Any representation to the contrary is a
criminal offense.

     The information in this prospectus is not complete and may be changed. 
We may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective.  This prospectus is not
an offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.

              The date of this Prospectus is January 12, 1999.

                                RISK FACTORS

     Before purchasing any of the shares of Common Stock being offered,
prospective investors should carefully consider the following factors in
addition to the other information contained in this Prospectus or
incorporated by reference into it.

     Certain statements included or incorporated by reference into this
Prospectus constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995.  All such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the
Company, or industry results, to be materially different from any future
results, performance, or achievements expressed or implied by such forward-
looking statements.  Such factors include the various matters described
herein under "Risk Factors" and various other factors described in the
Company's other filings with the Commission.

Fluctuations in Quarterly Results; Future Operating Results Uncertain;
Seasonality

     Activision, Inc. (the "Company") has experienced and expects to continue
to experience significant fluctuations in its quarterly results.  A variety
of factors influence the Company's revenues in a particular quarter, many of
which are not under the Company's control.  Such factors include, among
others:

- -    demand for the Company's products and those of its competitors;
- -    the size and rate of growth of the interactive entertainment software
     market;
- -    development and promotional expenses relating to the introduction of new
     products;
- -    changes in computing platforms;
- -    product returns;
- -    the timing of orders from major customers;
- -    delays in shipment;
- -    the level of price competition;
- -    the timing of product introduction by the Company and its competitors;
- -    product life cycles;
- -    software defects and other product quality problems;
- -    the level of the Company's international revenues; and
- -    personnel changes.

Products are generally shipped as orders are received, and as a result, the
Company operates with little or no backlog.  Net revenues in any quarter
depend largely on orders booked and shipped in that quarter.

     The Company's expenses are based in part on the Company's product
development and marketing budgets.  Many of the costs incurred by the Company
to produce and sell its products are expensed as such  costs are incurred,
which is often before a product is released.  In addition, a large portion of
the Company's expenses are fixed.  As the Company increases its production
and sales activities, current expenses will increase and, if sales from
previously released products are below expectations, net income is likely to
be disproportionately affected.

     Due to all of these factors, revenues and operating results for any
future quarter are not predictable with any significant degree of accuracy.
Accordingly, the Company believes that period-to-period comparisons of its
operating results are not necessarily meaningful and should not be relied
upon as indications of future performance. 

     The Company's business has experienced significant seasonality, in part
due to consumer buying patterns.  Net revenues typically are significantly
higher during the fourth calendar quarter, due primarily to the increased
demand for consumer software during the year-end holiday buying season.  Net
revenues in other quarters are generally lower and vary significantly as a
result of new product introductions and other factors.  The Company expects
its net revenues and operating results to continue to reflect significant
seasonality.

Dependence On New Product Development; Product Delays

     The Company's future success depends in part on the timely introduction
of successful new products to replace declining revenues from older products. 
If, for any reason, revenues from new products were to fail to replace
declining revenues from older products, the Company's business, operating
results and financial condition would be materially and adversely affected. 
In addition, the Company believes that the competitive factors in the
interactive entertainment software marketplace create the need for higher
quality, distinctive products that incorporate increasingly sophisticated
effects.  Market factors also require the Company to support product releases
with increased marketing.  As a result, development, acquisition and
marketing costs are increasing and will likely continue to increase in the
future.  

     The lack of market acceptance or significant delay in the introduction
of, or the presence of a defect in, one or more products could have a
material adverse effect on the Company's business, operating results and
financial condition, particularly in view of the seasonality of the Company's
business.  Further, because a large portion of a product's revenue generally
is associated with initial shipments, the delay of a product introduction
expected near the end of a fiscal quarter may have a material adverse effect
on operating results for that quarter.

     In the past, the Company has experienced significant delays in the
introduction of certain new products.  The timing and success of interactive
entertainment products remain unpredictable due to the complexity of product
development, including the uncertainty associated with technological
developments.  Although the Company has implemented substantial development
controls, there likely will be delays in developing and introducing new
products in the future.  There can be no assurance that new products will be
introduced on schedule, or at all, or that they will achieve market
acceptance or generate significant revenues.

Reliance on Third Party Developers and Independent Contractors

     The percentage of products published by the Company that are developed
by independent third party developers has increased over the last several
fiscal years.  From time to time, the Company also uses independent
contractors for certain aspects of internal product development and
production.  The Company has less control over the scheduling and the quality
of work by independent contractors and third party developers than that of
its own employees.  A delay in the work performed by independent contractors
and third party developers or poor quality of such work may result in product
delays.  Although the Company intends to continue to rely in part on products
that are developed primarily by its own employees, the Company's ability to
grow its business and its future operating results will depend, in
significant part, on the Company's ability to form and  maintain
relationships with skilled independent contractors and third party
developers.  There can be no assurance that the Company will be able to
establish or maintain such relationships.

Uncertainty of Market Acceptance; Short Product Life Cycles

     The market for entertainment systems and software has been characterized
by shifts in consumer preferences and short product life cycles.  Consumer
preferences for entertainment software products are difficult to predict and
few entertainment software products achieve sustained market acceptance. 
There can be no assurance that new products introduced by the Company will
achieve any significant degree of market acceptance, that consumer acceptance
will be sustained for any significant period, or that product life cycles
will be sufficient to permit the Company to recover development, marketing
and other associated costs.  In addition, if market acceptance is not
achieved, the Company could be forced to accept substantial product returns
to maintain its relationships with retailers and its access to distribution
channels.  Failure of new products to achieve or sustain market acceptance,
or product returns in excess of the Company's expectations, may have a
material adverse effect on the Company's business, operating results and
financial condition.

Product Concentration; Dependence On Hit Products

     A key aspect of the Company's strategy is to focus its development and
acquisition efforts on selected, high quality entertainment software
products. The Company derives a significant portion of its revenues from a
select number of high quality entertainment software products released each
year, and many of these products have substantial production or acquisition
costs and marketing budgets.  During the 1997 fiscal year, two titles
accounted for approximately 23% and 16%, respectively, of the Company's
consolidated net revenues.  During the 1998 fiscal year, one other title
accounted for approximately 12% of the Company's consolidated net revenues. 
The Company expects that a limited number of products will continue to
produce a disproportionate amount of revenues.  Due to this dependence on a
limited number of products, the failure of one or more of the Company's
principal new releases to achieve anticipated results may have a material
adverse effect on the Company's business, operating results and financial
condition. 

     Another key aspect of the Company's strategy is to develop and release
products that have franchise value, so that sequels, enhancements and add-on
products can be released over time.  This extends the life of the product in
the market.  While the focus on franchise properties, if successful, results
in extending product life cycles, it also results in the Company depending on
a limited number of titles for its revenues.  There can be no assurance that
the Company's existing franchise titles can continue to be exploited as
successfully as in the past.  In addition, new products that the Company
believes will have potential value as franchise properties may not achieve
market acceptance and therefore may not be a basis for future releases.

Changes in Technology and Industry Standards

     The consumer software industry is undergoing rapid changes, including
evolving industry standards, frequent new platform introductions and changes
in consumer requirements and preferences.  The introduction of new
technologies, including operating systems such as Microsoft's Windows 98, 
technologies that support multi-player games, and new media formats such as
on-line delivery and digital video disks ("DVD"), could render the Company's
previously released products obsolete or unmarketable.  The development cycle
for products utilizing new operating systems, microprocessors or formats may
be significantly longer than the Company's current development cycle for
products using existing operating systems, microprocessors and formats.  In
addition, the development of such products may require the Company to invest
resources in products that may not become profitable.  There can be no
assurance that the mix of the Company's future product offerings will keep
pace with technological changes or satisfy evolving consumer preferences. 
There can also be no assurance that the Company will be successful in
developing and marketing products for any future operating system or format. 
Failure to develop and introduce new products and product enhancements in a
timely fashion could result in significant product returns and inventory
becoming obsolete and could have a material adverse effect on the Company's
business, operating results and financial condition.

Limited Protection of Intellectual Property and Proprietary Rights; Risk of
Litigation

     The Company holds copyrights on its products, manuals, advertising and
other materials and maintains trademark rights in the Company name, the
Activision logo, and the names of products owned by the Company.  The Company
regards its software as proprietary and relies primarily on a combination of
trademark, copyright and trade secret laws, employee and third-party
nondisclosure agreements and other methods to protect its proprietary rights. 
If the Company is unable to maintain the proprietary nature of its products
and other materials through such  methods of protection, the Company's
business, operating results and financial conditions could be materially
adversely affected. Unauthorized copying is common within the software
industry, and if a significant amount of unauthorized copying of the
Company's products were to occur, the Company's business, operating results
and financial condition could be adversely effected.  

     Although the Company believes that its products do not infringe on any
existing proprietary rights of others, third parties could nonetheless assert
infringement claims against the Company in the future with respect to current
or future products.  As is common in the industry, from time to time the
Company receives notices from third parties claiming infringement of
intellectual property rights of such parties.  The Company investigates these
claims and responds as it deems appropriate.  Any claims or litigation, with
or without merit, could be costly and could divert management's attention,
which could have a material adverse effect on the Company's business,
operating results and financial condition.  Adverse determinations in such
claims or litigation could also have a material adverse effect on the
Company's business, operating results and financial condition.

     Policing unauthorized use of the Company's products is difficult. While
the Company is unable to determine the extent to which piracy of its software
products exists, software piracy can be expected to be a continuing problem. 
In selling its products, the Company relies primarily on "shrink wrap"
licenses that are not signed by licensees and, therefore, may be
unenforceable under the laws of certain jurisdictions.  Further, the Company
enters into transactions in countries where intellectual property laws are
not well developed or are poorly enforced.  Legal protections of the
Company's rights may be useless in such countries.  

Risk of Software Errors and Defects

     Software products such as those offered by the Company frequently
contain errors or defects.  Despite extensive product testing, in the past
the Company has released products with defects and has discovered software
errors in certain of its products after their introduction.  In particular,
personal computer ("PC") hardware is characterized by a wide variety of
non-standard peripherals (such as sound cards and graphics cards) and
configurations that make pre-release testing for errors very difficult and
time-consuming.  Despite testing by the Company, errors could nonetheless be
found in new products or releases after product shipments begin.  Such errors
may result in a loss of or delay in market acceptance, which could have a
material adverse effect on the Company's business, operating results and
financial condition.

Industry Competition; Competition For Shelf Space

     The interactive entertainment software industry is highly competitive. 
Competition in the industry is principally based on the following factors:

- -    product quality and features;
- -    the compatibility of products with popular platforms; 
- -    company or product line brand name recognition;
- -    access to distribution channels;
- -    marketing effectiveness; 
- -    reliability and ease of use of product; and
- -    price and technical support.

Significant financial resources also have become a competitive factor in the
entertainment software industry, principally due to the substantial cost of
product development and marketing that is required to support best-selling
titles.  In addition, competitors with broad product lines and popular titles
typically have greater leverage with distributors and other customers who may
be willing to promote titles with less consumer appeal in return for access
to such competitor's most popular titles.  The Company's competitors range
from small companies with limited resources to large companies with
substantially greater financial, technical and marketing resources than those
of the Company. 

     As competition increases, significant price competition, increased
production costs and reduced profit margins may result.  Prolonged price
competition or reduced demand would have a material adverse effect on the
Company's business, operating results and financial condition.  There can be
no assurance that the Company will be able to compete successfully against
current or future competitors or that competitive pressures faced by the
Company will not have a material adverse effect on its business, operating
results and financial condition.

     Retailers typically have a limited amount of shelf space causing intense
competition among entertainment software producers for adequate levels of
shelf space and promotional support from retailers.  As the number of
entertainment software products increases, the competition for shelf space
intensifies, resulting in greater leverage for retailers and distributors in
negotiating terms of sale, including price discounts and product return
policies.  The Company's products constitute a relatively small percentage of
a retailer's sale volume, and there can be no assurance that retailers will
continue to purchase the Company's products or promote the Company's products
with adequate levels of shelf space and promotional support.

Dependence on Distributors and Retailers; Risk of Customer Business Failure;
Product Returns

     Certain mass market retailers have established exclusive buying
relationships in which the retailers will buy consumer software only from one
intermediary.  Where this is the case, the price or other terms on which the
Company sells to such retailers may be adversely effected by the terms
imposed by the intermediary, or the Company may be unable to sell to such
retailers on terms which the Company deems acceptable.  The loss of, or
significant reduction in sales attributable to, any of the Company's
principal distributors or retailers could materially adversely effect the
Company's business, operating results and financial condition.  

     Retailers in the computer industry have from time to time experienced
significant fluctuations in their businesses and there have been a number of
business failures among these entities.  The insolvency or business failure
of any significant retailer or other wholesale purchaser of the Company's
products could have a material adverse effect on the Company's business,
operating results and financial condition.  Sales to customers are typically
made on credit, with terms that vary depending upon the customer and the
nature of the product. The Company does not hold collateral to secure
payment.  Although the Company has obtained insurance to protect against any
bankruptcy filings that may be made by its customers, this insurance contains
a significant deductible as well as a co-payment obligation, and the policy
does not cover all instances of non-payment.  In addition, the Company
maintains a reserve for uncollectible receivables that it believes to be
adequate, but which may not be sufficient in every circumstance.  Thus, a
payment default by a significant customer could have a material adverse
effect on the Company's business, operating results and financial condition.

     Additionally, the Company is exposed to the risk of product returns from
retailers and other wholesale purchasers.  Although the Company provides
reserves for returns that it believes are adequate, and although the
Company's agreements with certain of its customers place certain limits on
product returns, the Company could be forced to accept substantial product
returns to maintain its relationships with retailers and its access to
distribution channels.  Product returns that exceed the Company's reserves
could have a material adverse effect on the Company's business, operating
results and financial condition.

Dependence on Key Personnel

     The Company's success depends to a significant extent on the performance
and continued service of its senior management and certain key employees. 
Competition for highly skilled employees with technical, management,
marketing, sales, product development and other specialized training is
intense, and there can be no assurance that the Company will be successful in
attracting and retaining such personnel.  Specifically, the Company may
experience increased costs in order to attract and retain skilled employees. 
The Company's failure to attract or retain qualified employees could have a
material adverse effect on the Company's business, operating results and
financial condition.  Although the Company enters into term employment
agreements with many of its skilled employees and certain other key
personnel, there can be no assurance that such employees will not leave the
Company or compete against the Company. 

Risks Associated With International Operations; Currency Fluctuations

     Historically, international sales have accounted for a significant
amount of the Company's total revenues.  The Company intends to continue to
expand its direct and indirect sales, marketing and localization activities
worldwide.  Such expansion will require significant management time and
attention and financial resources in order to develop adequate international
sales and support channels.  There can be no assurance, however, that the
Company will be able to maintain or increase international market demand for
its products.  International sales are subject to inherent risks including,
without limitation, exposure to:

- -    currency fluctuations;
- -    the costs of transferring and localizing products for foreign markets;
- -    longer receivable collection periods and greater difficulty in accounts
     receivable collection;
- -    unexpected changes in regulatory requirements;
- -    difficulties and costs of staffing and managing foreign operations; and
- -    political and economic instability.  

There can be no assurance that the Company will be able to sustain or
increase international revenues or that the foregoing factors will not have a
material adverse effect on the Company's future international revenues and,
consequently, on the Company's business, operating results and financial
condition.  The Company currently does not engage in currency hedging
activities.  Although exposure to currency fluctuations to date has been
insignificant, there can be no assurance that fluctuations in currency
exchange rates in the future will not have a material adverse impact on
revenues from international sales and licensing and thus the Company's
business, operating results and financial condition.

Risks Associated with Acquisitions

     The Company is integrating the operations of its recently acquired
CentreSoft, NBG and CD-Contact subsidiaries with its previously existing
European operations, and the operations of its recently acquired Head Games
subsidiary with its previously existing domestic operations.  This process,
as well as the process of managing four significant new operations, requires
substantial management time and effort and diverts the attention of
management from other matters.  In addition, there is a risk of loss of key
employees, customers and vendors of the recently acquired operations as well
as existing operations as this process is implemented.  There is no assurance
that the Company will be successful in integrating these operations or that,
if the operations are combined, it will not adversely effect its business.

     The Company is continuing to pursue acquisitions of companies,
intellectual property rights and other assets that can be purchased or
licensed on acceptable terms and which the Company believes can be operated
or exploited profitably.  Some of these transactions could be material in
size and scope.  While the Company is continually searching for appropriate
acquisition opportunities, there can be no assurance that the Company will be
successful in identifying suitable acquisitions.  If any potential
acquisition opportunities are identified, there can be no assurance that the
Company will be able to  consummate such acquisitions or if any such
acquisition does occur, that it will be successful in enhancing the Company's
business or profitability.  As the entertainment software business continues
to consolidate, the Company faces significant competition in seeking and
consummating suitable acquisitions.  Future acquisitions could also divert
substantial management time, could result in short term reductions in
earnings or special transaction or other charges and may be difficult to
integrate with existing operations or assets.

     The Company may, in the future, issue additional shares of its common
stock in connection with one or more acquisitions, which may dilute its
stockholders.  Additionally, with respect to most of its future acquisitions,
the Company's stockholders may not have an opportunity to review and evaluate
or to vote on any such acquisitions.

Risk of Vendor Defections; Vendor Concentration

     The Company's recently acquired CentreSoft subsidiary performs software
distribution services in the United Kingdom and, via export, in other
European territories.  The Company's recently acquired CD-Contact subsidiary
performs software distribution services in Belgium, The Netherlands and
Luxembourg.  Each of CentreSoft and CD-Contact performs these services for a
variety of entertainment software publishers, many of which are competitors
of the Company.  These services are generally performed under limited term
contracts.  While the Company expects to use reasonable efforts to keep these
vendors, there can be no assurance that the Company will be successful in
this regard.  The cancellation or non-renewal of one or more of these
contracts could have a material adverse effect on the Company's business,
operating results and financial condition.  Three of CentreSoft's vendors
accounted for 38.2%, 11.8% and 11.1%, respectively, of CentreSoft's net
revenues in the 1998 fiscal year.  The net revenues from these vendors
represented 17.9%, 5.5% and 5.2%, respectively, of total net revenues of the
Company. One of CD-Contact's vendors accounted for 47.4% of CD-Contact's net
revenues for the twelve month period ending March 31, 1998.

Risks Associated with the Year 2000

     The year 2000 date issue arises from the fact that many computer systems
and applications currently use only two digits to identify the year in date
fields.  As a result, date-sensitive systems may recognize the year 2000 as
1900 or may not recognize the year 2000 at all, which could cause
miscalculations or system failures. If the Company's computerized systems do
not correctly recognize date information correctly in the year 2000, there
could be an adverse impact on the Company's operations.  The Company is
assessing its computerized systems to determine their ability to correctly
identify the year 2000 and is currently implementing changes to alleviate any
year 2000 incapability. 

     All of the products currently being shipped by the Company have been
tested for year 2000 compliance and have passed these tests.  In addition,
all products currently in development are being tested as part of the normal
quality assurance testing process and will be released fully year 2000
compliant.  Although the Company's PC based products will be year 2000
compliant, if the computer systems on which the consumers use the Company's
products are not year 2000 compliant, such noncompliance could affect the
consumers' ability to use such products.

     The Company also is determining the extent to which its critical
suppliers' operations and the products and services they provide will be year
2000 compliant and the extent to which the Company's operations may be
affected by the compliance efforts of such suppliers. The Company is taking
steps to assist its significant suppliers in evaluating their year 2000
compliance and minimizing any noncompliance.

      The Company anticipates that year 2000 compliance testing on
substantially all of its critical systems will be completed, and
corresponding changes will be made, by mid-1999.  The costs incurred by the
Company to date related to this testing and modification process are less
than $100,000.  The Company expects that the total cost of the year 2000
compliance plan will not exceed $200,000, a minor portion of the Company's
total information technology budget.  The total cost estimate does not
include potential costs related to any systems used by the Company's
customers, any third party claims, or the costs incurred by the Company when
it replaces internal software and hardware in the normal course of its
business. 

     Based on currently available information, management does not believe
that the year 2000 matters discussed above relating to the Company's internal
systems or its products sold to customers will have a material adverse impact
on the Company's financial condition or overall trends in results of
operations; however, it is uncertain to what extent the Company may be
affected by such matters.  In addition, there can be no assurance that the
failure of a supplier or another third party to ensure  year 2000
compatibility would not have a material adverse effect on the Company.


                                 THE COMPANY


     Activision is a leading international publisher, developer and
distributor of interactive entertainment software. The Company's products
span a wide range of product genres, including action, adventure, strategy
and simulation, and have included best selling titles such as MechWarrior 2,
Vigilante 8, Hexen II, Nightmare Creatures, Heavy Gear, Dark Reign, Pitfall
and Shanghai. Since its founding in 1979, the Company has published hundreds
of entertainment software products for a variety of personal computer and
console platforms.

     The Company currently focuses its publishing, development and
distribution efforts on products designed for PCs, the Sony PlayStation
console system and the Nintendo 64 console system.  

     The Company's strategy includes the following elements:

     Publish high quality titles.  The Company seeks to differentiate its
titles through the highest quality production values and superior gaming
play, supported by comprehensive trade and consumer marketing programs
coordinated with product releases.  Accordingly, the Company must support the
development, production, acquisition and marketing of its titles with the
resources necessary to create best selling products.  In order to reduce the
financial risks associated with the higher development and marketing budgets
required to support this strategy, the Company pursues a combination of 
internally and externally developed titles; products based on proven
technology and newer technology; and PC and console products.

     Focus on franchise properties.  The Company focuses its publishing and
developing activities principally on titles that are, or have the potential
to become, franchise properties with sustainable consumer appeal and brand
recognition.  These titles can thereby serve as the basis for sequels,
prequels, mission packs and other add-ons and related new titles that can be
released over an extended period of time.  The Company believes that the
publishing and distribution of products based in large part on franchise
properties will enhance revenue predictability.  The Company currently is
publishing products based on several franchise properties, including Quake,
Hexen, Pitfall and Shanghai.  The Company also has rights to several other
properties that it believes may have franchise value, including Heavy Gear,
Vigilante 8, Dark Reign, Battlezone, Heretic, Nightmare Creatures, Asteroids,
Space Invaders and Jack Nicklaus Golf.  In addition, the Company recently
entered into license agreements where it acquired rights to publish software
products based on well known franchises from other entertainment media,
including Star Trek, Toy Story 2, Spiderman and X-Man.

     Expand direct distribution capabilities.  In North America, the
Company's products are sold primarily on a direct basis to major computer and
software retailing organizations, consumer electronic stores and discount
warehouses.  In international territories, the Company's products are sold
both direct to retail and through third party distribution and licensing
arrangements.  In order to maximize the revenues to be generated by each of
its products, the Company is expanding its worldwide direct distribution
capabilities.  The Company believes that a dedicated internal sales force and
direct distribution to retailers provide significant competitive advantages,
including the ability to compete more effectively for shelf space, to create
additional point-of-sale promotional opportunities, to more properly manage
inventory levels, and to increase margins by eliminating third party
distributors.  Consistent with this strategy, the Company has concluded three
acquisitions in the past twelve months in an effort to bolster its direct
distribution capabilities in international markets.

     Continue to grow original equipment manufacturer ("OEM") revenues.  The
Company also generates significant revenue throughout the world as a result
of arrangements with OEMs, in which the Company's titles are sold together
with hardware or peripheral devices manufactured by the OEM.  The Company
believes that OEM bundle arrangements expand the distribution of its titles
to a broader and more diverse audience, and it intends to continue
aggressively  pursuing these arrangements.

     Enhance product flow.  In order to expand the Company's library of
titles, intellectual property rights and talent base, the Company is actively
engaged in the exploration of acquisition opportunities in the software
development business.  Consistent with this strategy, in June 1998 the
Company acquired Head Games, an entertainment software publisher based in St.
Paul, Minnesota that focuses on value priced lifestyle products, including
the best selling title Cabela's Big Game Hunter.  Additionally, in August
1997 the Company acquired Raven Software Corporation ("Raven"), an
entertainment software developer based in Madison, Wisconsin that has created
numerous best selling titles, including Heretic, Hexen: Beyond Heretic and
Hexen II.  In order to create a closer relationship with independent
developers, the Company also from time to time makes investments and acquires
minority equity interests in independent developers at the same time as it
acquires publishing rights to the developers' products.

     The Company's principal executive offices are located at 3100 Ocean Park
Blvd., Santa Monica, California 90405, and its telephone number is (310) 255-
2000.  The Company also maintains offices in the United Kingdom, France,
Germany, Japan, Australia, Belgium, The Netherlands, Madison, Wisconsin and
St. Paul, Minnesota.  The Company's World Wide Web home page is located at
http://www.activision.com.


                               USE OF PROCEEDS

     All net proceeds from the sale of the Activision shares of common stock
will go to the stockholders who offer and sell their shares.  Accordingly,
the Company will not receive any of the proceeds from the sale of the common
stock being offered hereby for the account of the selling stockholders. 


                            SELLING STOCKHOLDERS

          The following table sets forth certain information regarding the
beneficial ownership of shares of Activision common stock by the selling
stockholders as of January 5, 1999 and the number of shares of common stock
being offered by this prospectus.


                    Beneficial Ownership of Common Stock
     Name and            Prior to the Offering               Number of
    Address of      ------------------------------------      Shares of
     Selling                                Percentage      Common Stock
  Stockholder        Number of Shares       of Class(1)     Being Offered
- -----------------   ------------------    --------------    -------------

Frank d'Oleire                                    
Am Tanneneck
40661 Meerbusch
Germany                      550,000         2.46%             550,000

Christa d'Oleire                                  
Am Tanneneck
40661 Meerbusch
Germany                       50,000           (2)              50,000

Fiona d'Oleire                                    
Am Tanneneck
40661 Meerbusch
Germany                      150,000           (2)             150,000

Alexa d'Oleire                                    
Am Tanneneck
40661 Meerbusch
Germany                      150,000           (2)             150,000

Martinus J.C. Bubbert               
Gasthuisstraat 48 B-II                                                
2300 Turnhout
Belgium                      500,000         2.24%             500,000

Dennis W. Buis                      
Oosterveldlaan 105                                                    
2610 Wilrijk
Belgium                      500,000         2.24%             500,000

Wolfram von Eichborn                
c/o Activision Germany              
Gutenbergstrasse 1
Ismaning, 85737
Germany                    51,322(3)           (2)               1,005

All Selling Stockholders
  as a group               1,951,322         8.73%           1,901,005
____________             
(1)  Percentages are based on 22,356,673 shares of common stock that were
     issued and outstanding as of December 31, 1998.
(2)  Less than 1%.
(3)  Includes 40,000 employee stock options issued to Mr. von Eichborn not
     all of which are currently exercisable.

     The Company entered into a share exchange agreement (the "Share Exchange
Agreement"), dated as of September 29, 1998, with Frank d'Oleire, Christa
d'Oleire, Fiona d'Oleire, Alexa d'Oleire, Martinus J.C. Bubbert and Dennis W.
Buis.  These individuals were the sole stockholders of CD-Contact.  Pursuant
to the Share Exchange Agreement, these individuals transferred all of their
shares of CD-Contact to the Company in exchange for 1,900,000 shares of the
Company's common stock.  The former CD-Contact stockholders agreed not to
sell, pledge, gift, hypothecate or otherwise dispose of the shares of Company
common stock received in the transaction until the issuance by the Company of
its first earnings press release containing at least thirty (30) days of
combined operations of the Company and CD-Contact.  The Company estimates
that this restriction on the transfer of shares will lapse in late January
1999.

     In order to ensure that the representations, warranties and covenants
made by the former CD-Contact stockholders under the Share Exchange Agreement
are not breached, and in order to provide a source of indemnification to the
Company pursuant to such agreement, each of the former CD-Contact
stockholders deposited in escrow pursuant to a warranty escrow agreement ten
percent (10%) of the total number of shares of Common Stock issued to such
stockholder in connection with the transaction, an aggregate of 190,000
shares of Common Stock, to be held until the earlier of (i) the date on which
the first audited results of the combined enterprises' financial statements
is completed, (ii) September 29, 1999, or (iii) the date set forth in a joint
written direction executed by the Company and the former CD-Contact
stockholders.  Other than such contracts, and the fact that two of the
selling stockholders are employees of CD-Contact, which became a wholly owned
subsidiary of the Company in September, 1998 pursuant to the Share Exchange
Agreement, none of the selling stockholders has had a material relationship
with the Company within the past three years.

     The Company entered into an acquisition agreement (the "Acquisition
Agreement"), dated as of June 13, 1997, with Wolfram Von Eichborn.  Mr. von
Eichborn was the sole stockholder of Take Us! Marketing and Consulting GmbH. 
The 1,005 shares being offered hereunder on behalf of Mr. von Eichborn were
issued to him as a result of a purchase price adjustment pursuant to the
Acquisition Agreement.  Other than the Acquisition Agreement, and the fact
that Mr. von Eichborn is the managing director of a number of the Company's
German subsidiaries, he has not had a material relationship with the Company
within the past three years.


                            PLAN OF DISTRIBUTION

     The Common Stock may be sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest.  Such sales may be made on one or more exchanges or in the
over-the-counter market, or otherwise, at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions.  The shares may be sold from time to time in one or more of the
following transactions, without limitation:  (a) a block trade in which the
broker or dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction, (b) purchases by a broker or dealer as principal and resale by
such broker or dealer or for its account pursuant to the Prospectus, as
supplemented, (c) an exchange distribution in accordance with the rules of
such exchange, and (d) ordinary brokerage transactions and transactions in
which the broker solicits purchasers.  In addition, any securities covered by
this Prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this Prospectus, as supplemented.  From time
to time the Selling Stockholders may engage in short sales, short sales
against the box, puts and calls and other transactions in securities of the
Company or derivatives thereof, and may sell and deliver the shares in
connection therewith.   

     From time to time Selling Stockholders may pledge their shares pursuant
to the margin provisions of their respective customer agreements with their
respective brokers.  Upon a default by a Selling Stockholder, the broker may
offer and sell the pledged shares of Common Stock from time to time as
described above.

     All expenses of registration of the Common Stock (other than commissions
and discounts of underwriters, dealers or agents), estimated to be
approximately $22,250, shall be borne by the Company.  As and when the
Company is required to update this Prospectus, it may incur additional
expenses in excess of this estimated amount.

     The transfer agent for the Common Stock of the Company is Continental
Stock Transfer & Trust Company, 2 Broadway, New York, New York 10004.


                                LEGAL MATTERS

     Certain legal matters in connection with the shares of Common Stock
offered hereby have been passed upon for the Company by Robinson Silverman
Pearce Aronsohn & Berman LLP, New York, New York.


                                   EXPERTS

     The consolidated financial statements and financial statement schedule
of the Company and its subsidiaries as of March 31, 1998 and 1997 and for
each of the years in the three year period ended March 31, 1998, have been
incorporated by reference herein and in the registration statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified
public accountants, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.


                            AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "SEC").  Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the SEC at its offices at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
regional offices of the SEC located at Seven World Trade Center, New York,
New York 10048 and at Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511.  Copies of such materials can be
obtained by mail from the Public Reference Section of the SEC at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates,
and can also be obtained electronically through the SEC's Electronic Data
Gathering, Analysis and Retrieval system at the SEC's Web site
(http://www.sec.gov).  The Company's Common Stock is listed on the Nasdaq
National Market and copies of such reports and other information can also be
inspected at the offices of the Nasdaq National Market, 1735 K Street, N.W.,
Washington, D.C. 20006.

     The Company has filed with the SEC a registration statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations promulgated thereunder, with
respect to the Common Stock offered hereby.  This Prospectus, which
constitutes a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto, as permitted by the rules and regulations of the SEC.  For
further information with respect to the Company and the Common Stock offered
hereby, reference is made to the Registration Statement, including the
exhibits thereto and the financial statements, notes and schedules filed as a
part thereof, which may be inspected and copied at the public reference
facilities of the SEC referred to above.  Statements contained in this
Prospectus as to the contents of any contract or other document are not
necessarily complete, and in each instance reference is made to the full text
of such contract or document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference.

     The Company furnishes stockholders with annual reports containing
audited financial statements and with proxy material for its annual meetings
complying with the proxy requirements of the Exchange Act.


                     DOCUMENTS INCORPORATED BY REFERENCE

     The following documents which have been filed by the Company with the
SEC are incorporated in this Prospectus by reference:

      1. The Company's Annual Report on Form 10-K for the year ended March
31, 1998, which contains audited consolidated balance sheets of the Company
and subsidiaries as of March 31, 1998 and 1997, and related consolidated
statements of operations, changes in shareholders' equity and cash flows for
each of the years in the three year period ended March 31, 1998.

     2.The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended June 30, 1998 and September 30, 1998.
          
     3. The Company's Current Reports on Form 8-K filed with the Commission
on July 1, 1998 and October 8, 1998.
          
     4. Description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-3, Registration No. 333-46425.
               
     5.  All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since March 31, 1998.

     All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in and to
be a part of this Prospectus 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 Prospectus to the extent that a statement in any subsequently filed
document that is also deemed to be incorporated by reference herein modifies
or supersedes such prior statement.

     This Prospectus incorporates documents by reference which are not
presented or delivered herewith.  These documents are available upon written
or oral request from the Company, without charge, to each person to whom a
copy of this Prospectus has been delivered, other than exhibits to those
documents.  Requests should be directed to the Office of the Secretary,
Activision, Inc., 3100 Ocean Park Boulevard, Santa Monica, California 90405
(telephone (310) 255-2000).

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


     No dealer, salesman or other person has been authorized to give any
information or to make representations other than those contained in this
Prospectus, and if given or made, such information or representations must
not be relied upon as having been authorized by the Company or the Selling
Stockholders.  Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that the
information herein is correct as of any time subsequent to its date.  This
Prospectus does not constitute an offer of solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in
which the person making such offer of solicitation is not qualified to do so
or to anyone to whom it is unlawful to make such offer or solicitation.


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

                              TABLE OF CONTENTS
                                                                         Page
                                                                         ----

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Documents Incorporated by Reference. . . . . . . . . . . . . . . . . . . . 14


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

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


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

                              1,901,005 Shares



                              ACTIVISION, INC.


                                Common Stock




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

                                 PROSPECTUS

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


                              January 12, 1999



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