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PROSPECTUS SUPPLEMENT                                 Filed pursuant to Rule 
To Prospectus dated April 26, 1994,                   424(b)3 of the Securities 
as supplemented February 27, 1995)                    Act of 1933 as amended, 
                                                      with respect to 
                                                      registration no. 33-68144


                                11,364,461 Shares
                                        
                                ACTIVISION, INC.
                                        
                                  Common Stock

     This Prospectus Supplement relates to 11,364,461 shares of Common Stock
(the "Common Stock") of Activision, Inc. (the "Company") registered for the
account of certain of the Company's stockholders (each a "Selling Stockholder"
and collectively, the "Selling Stockholders").

     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 by one or more of the following, 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 (c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers.  In addition, any securities covered by the
Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule
144 rather than pursuant to the 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
under the heading "Plan of Distribution" in the Prospectus, as supplemented.

     This Prospectus Supplement is intended to supplement the prospectus dated
April 26, 1994, as supplemented by a Supplement dated February 27, 1995, and is
filed under Rule 424(b)(3) of the Securities Act of 1933, as amended.

     The date of this Supplement is August 28, 1996.

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