SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) July 21, 2004 (July 21, 2004)

                                ACTIVISION, INC.
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               (Exact Name of Registrant as Specified in Charter)

          Delaware                        0-12699               95-4803544
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(State or Other Jurisdiction           (Commission            (IRS Employer
     of Incorporation)                 File Number)         Identification No.)

        3100 Ocean Park Blvd., Santa Monica, CA                 90405
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        (Address of Principal Executive Offices)              (Zip Code)

        Registrant's telephone number, including area code (310) 255-2000
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                                       N/A
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          (Former Name or Former Address, if Changed Since Last Report)
<page>

Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits.

         (c)  Exhibits.

              99.1     Press Release of Activision, Inc., dated July 21, 2004.


Item 9.  Regulation FD Disclosure.

     On July 21, 2004, Activision, Inc. issued a press release announcing its
financial results for the fiscal quarter ended June 30, 2004. The press release
is attached hereto as Exhibit 99.1.

     The information in this Form 8-K and the Exhibit attached hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: July 21, 2004


                                ACTIVISION, INC.

                                By:/s/ Ronald Doornink
                                    ---------------------
                                    Name:   Ronald Doornink
                                    Title:  President




                                                                    Exhibit 99.1

                      Contacts:   Bill Chardavoyne
                                  Chief Financial Officer
                                  (310) 255-2229
                                  bchardavoyne@activision.com

                                  Kristin Mulvihill Southey
                                  Vice President, Investor Relations
                                 (310) 255-2635
                                  ksouthey@activision.com

                                  Maryanne Lataif
                                  Vice President, Corporate Communications
                                 (310) 255-2704
                                  mlataif@activision.com

FOR IMMEDIATE RELEASE


             ACTIVISION ANNOUNCES RECORD FIRST QUARTER 2005 RESULTS

        - Net Revenues Hit Q1 All Time High, Rising 33% Year Over Year -
    - Company Increases Q2 and Fiscal 2005 Net Revenues and E.P.S. Outlook -
      - FY 2005 Earnings Per Diluted Share Outlook Up 28% Year Over Year -
 
                                      -

     Santa Monica, CA - July 21, 2004 - Activision, Inc. (Nasdaq: ATVI) today
announced financial results for the first fiscal quarter ended June 30, 2004.

     Net revenues were $211.3 million as compared to net revenues of $158.7
million reported for the first quarter last fiscal year. Net income for the
first fiscal quarter was $12.0 million, an increase of $7.8 million, as compared
with net income of $4.2 million for the previous first quarter. Earnings per
diluted share were $0.08, an increase of $0.05, as compared with $0.03 per
diluted share reported for the same period last year.

     Robert A. Kotick, Chairman and CEO of Activision, stated, "In addition to
delivering record
 net revenues for the first quarter, we also significantly
increased our earnings. Both Shrek 2(TM) and Spider-Man 2(TM) were top-selling
titles, and as of today, the two titles combined have shipped more than five
million units. In the past nine months, all five games created by our internal
development studios have each shipped more than one million units, with three
shipping more than three million units."


                                     (more)

Activision Announces Q1 FY 2005 Results

     Kotick continued, "Our focus on big propositions is yielding superb results
and we intend to continue leveraging our increasing portfolio of franchises. For
the balance of this year and next year, our production strategy centers around
developing games based on proven, predictable brands. This strategy should
enable us to grow our revenues, earnings and operating margin, and increase our
return on invested capital as we have over the past few years. As we look toward
the future, Activision will also selectively develop groundbreaking original
content, as we did last year with the introductions of True Crime: Streets of
L.A.(TM) and Call of Duty(TM)."


Business Highlights

     Activision's results were driven by strong global consumer response to its
products across all platforms. During the quarter, the company released Shrek
2(TM) and Spider-Man 2(TM) for the PlayStation(R) 2 computer entertainment
system, Xbox(R)video game system, Nintendo(R) GameCube(TM), Nintendo Game Boy(R)
Advance and the PC and True Crime: Streets of L.A.(TM) for the PC.

     Other highlights include:

     o    Today, Activision announced that one of its wholly owned studios,
          Neversoft, the creators behind the Tony Hawk franchise, is in
          development on a compelling new intellectual property that will bring
          Neversoft's world renowned development prowess to a new genre. The
          unnamed title is slated for release in fiscal 2006, alongside a new
          game based on the Tony Hawk franchise that Neversoft will also develop
          for fiscal 2006.

     o    According to NPD TRSTS, Spider-Man 2 was the #1 best-selling video
          game in the U.S. across all platforms for the month of June.
          Additionally, Shrek 2 was the #1 best-selling title across all
          platforms for the month of May and the #2 game behind Spider-Man 2 in
          June.

     o    On July 16, Activision Value Publishing, announced a multi-year
          alliance with Discovery Consumer Products to develop and distribute
          video games based on the popular television series American Chopper.


                                     (more)

Activision Announces Q1 FY 2005 Results

     o    On July 14, Activision confirmed that id Software's highly anticipated
          DOOM 3(TM) for the PC has entered manufacturing and will begin
          shipping to retail stores worldwide the week of August 2.

     o    On July 7, Activision announced that the company's North American
          Publishing unit has shipped more than two million units of its
          Spider-Man 2 video game timed to the theatrical release of Sony
          Pictures Entertainment's Columbia Pictures "Spider-Man(R) 2".

     o    On April 8, Activision announced that it had partnered with Nielsen
          Entertainment to develop a new initiative that will allow video game
          companies to supply advertisers with audience measurement metrics to
          help them assess the impact of in-game ad exposure. The new initiative
          will provide tools for advertisers to effectively measure everything
          from ad exposure to demographics to audience recall when it comes to
          video game use.

     Activision also increased its outlook for fiscal 2005. For the second
quarter, the company expects net revenues of $254 million and earnings per
diluted share of $0.08. For the third quarter, it expects net revenues of $515
million and earnings per diluted share of $0.52. For the fourth quarter,
Activision expects net revenues of $120 million and earnings per diluted share
of $0.01. For the full fiscal year, the company expects net revenues of $1.10
billion and earnings per diluted share of $0.69. The company's previous fiscal
year outlook was $1.05 billion in net revenues and earnings per diluted share of
$0.64. The company's revised outlook represents a 16% increase in net revenues
and a 28% increase in earnings per diluted share year over year.

     Looking ahead to the second quarter, Activision's slate will be driven by
Doom 3(TM) and Rome: Total War(TM), two of the most anticipated PC games of the
year; Call of Duty: United Offensive(TM), the expansion pack to the
best-selling, critically acclaimed PC title Call of Duty; DreamWork's Shark
Tale(TM), for the PlayStation 2 computer entertainment system, Xbox video game
system, Nintendo GameCube, Nintendo Game Boy Advance and the PC; and X-Men
Legends(TM) for the PlayStation 2 computer entertainment system, Xbox video game
system and Nintendo GameCube.

     Today at 4:30 p.m. EDT, Activision's management will host a conference call
and Webcast to discuss its Q1 fiscal year 2005 results and outlook. The company
welcomes all members of the financial and media communities to visit the
"Investor Relations" area of www.activision.com to listen to the conference call
via live Webcast or to listen to the call live by dialing into (719) 457-2617 in
the U.S.


                                     (more)

Activision Announces Q1 FY 2005 Results

     Headquartered in Santa Monica, California, Activision, Inc. is a leading
worldwide developer, publisher and distributor of interactive entertainment and
leisure products. Founded in 1979, Activision posted net revenues of $948
million for the fiscal year ended March 31, 2004.

     Activision maintains operations in the U.S., Canada, the United Kingdom,
France, Germany, Italy, Japan, Australia, Scandinavia and the Netherlands. More
information about Activision and its products can be found on the company's
World Wide Web site, which is located at www.activision.com.

Note: The statements made in this press release that are not historical facts
are "forward-looking" statements. These forward-looking statements are based on
current expectations and assumptions that are subject to risks and
uncertainties. The company cautions readers of this press release that a number
of important factors could cause Activision's actual future results to differ
materially from those expressed in any such forward-looking statements.

Such factors include, without limitation, product delays, retail acceptance of
our products, industry competition, rapid changes in technology and industry
standards, protection of proprietary rights, maintenance of relationships with
key personnel, vendors and third-party developers, international economic and
political conditions, integration of recently acquired subsidiaries and
identification of suitable future acquisition opportunities.

These important factors and other factors that potentially could affect the
company's financial results are described in our filings with the Securities and
Exchange Commission, including the company's most recent Annual Report on Form
10-K and Quarterly Reports on Form 10-Q. Readers of this press release are
referred to such filings. The company may change its intention, belief or
expectation, at any time and without notice, based upon any changes in such
factors, in the company's assumptions or otherwise. The company undertakes no
obligation to release publicly any revisions to its forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.


                               (Tables to Follow)

<page>

ACTIVISION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except earnings per share data)

                                                    Quarter ended June 30,  
                                                 ---------------------------
                                                     2004           2003    
                                                 ------------   ------------
                                                                 Restated   

Net revenues                                      $  211,276      $  158,725
Costs and expenses:
      Cost of sales - product costs                   89,088          76,610
      Cost of sales - software royalties and          12,283          15,498
        amortization
      Cost of sales - intellectual property           17,648          10,143
        licenses
      Product development                             21,105          13,580
      Sales and marketing                             41,734          26,285
      General and administrative                      13,685          11,463
                                                 ------------    -----------
           Total operating expenses                  195,543         153,579

Operating income                                      15,733           5,146
Investment income, net                                 2,112           1,257
Income before provision for income taxes              17,845           6,403
Provision for income taxes                             5,888           2,240
                                                 ------------    -----------
Net income                                        $   11,957      $    4,163
                                                 ============    ===========

Basic earnings per share                          $     0.09      $     0.03
Weighted average common shares outstanding           137,765         132,069 


Diluted earnings per share                        $     0.08      $     0.03
Weighted average common shares outstanding
 assuming dilution                                   153,407         140,655 

Share and earnings per share data have been restated to reflect our
three-for-two stock split for shareholders of record as of February 23, 2004,
paid March 15, 2004.


<page>
ACTIVISION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)


                                                          June 30,    March 31,
                                                            2004        2004
                                                          --------    ---------
ASSETS
 Current assets:
   Cash, cash equivalents and short-term investments     $ 539,146    $ 587,649
   Accounts receivable, net                                123,048       62,577
   Inventories                                              39,635       26,427
   Software development                                     75,696       58,320
   Intellectual property licenses                           15,159       32,115
   Deferred income taxes                                    23,497       26,127
   Other current assets                                     21,184       18,660
                                                         ---------    ---------
        Total current assets                               837,365      811,875

 Software development                                       21,660       28,386
 Intellectual property licenses                             17,630       16,380
 Property and equipment, net                                24,841       25,539
 Deferred income taxes                                       6,666        9,064
 Other assets                                                1,243        1,080
 Goodwill                                                   76,436       76,493
                                                         ---------    ---------
        Total assets                                     $ 985,841    $ 968,817
                                                         =========    =========
                                                                               
LIABILITIES AND SHAREHOLDERS' EQUITY                                           
 Current liabilities:                                                          
   Accounts payable                                         75,558       72,874
   Accrued expenses                                         56,534       63,205
       Total current liabilities                           132,092      136,079
 Shareholders' equity:                                                         
   Common stock                                                  -            -
   Additional paid-in capital                              770,257      758,626
   Retained earnings                                       220,236      208,279
   Treasury stock                                         (144,128)    (144,128)
   Accumulated other comprehensive income                    7,384        9,961
                                                         ---------    ---------
       Total shareholders' equity                          853,749      832,738
                                                         ---------    ---------
          Total liabilities and shareholders' equity     $ 985,841    $ 968,817
                                                         =========    =========

<page>

ACTIVISION, INC. AND SUBSIDIARIES
FINANCIAL INFORMATION
For the Quarter Ended June 30, 2004 and 2003
(Amounts in thousands)


                                                                     Percent
                                                                     Increase 
                                      Quarter Ended                 (Decrease)
                        ------------------------------------------------------
                            June 30, 2004          June 30, 2003
                          Amount   % of Total    Amount  % of Total
                        ---------  ----------  ---------  ----------

Geographic Revenue Mix
  United States         $125,191      59%      $ 82,739        52%        51%
  International           86,085      41%        75,986        48%        13%
                        --------     ----      --------       ----       ----
  Total net revenues    $211,276     100%      $158,725       100%        33%
 
 
Activity/Platform Mix
Publishing:
  Console               $119,127      74%       $ 88,484       77%        35%
  Hand-held               18,430      11%          4,596        4%       301%
  PC                      24,095      15%         21,325       19%        13%
                        --------     ----       --------      ----       ----
  Total publishing      $161,652      77%       $114,405       72%        41%
 
Distribution:
  Console               $ 39,194      79%       $ 35,342       80%        11%
  Hand-held                3,655       7%          2,912        6%        26%
  PC                       6,775      14%          6,066       14%        12%
                        --------     ----       --------      ----       ----
  Total distribution    $ 49,624      23%       $ 44,320       28%        12%
                        --------     ----       --------      ----       ----
  Total net revenues    $211,276     100%       $158,725      100%        33%
                        ========     ====       ========      ====       ====


<page>
ACTIVISION, INC. AND SUBSIDIARIES
FINANCIAL INFORMATION
For the Quarter Ended June 30, 2004 and 2003


                                     -----------------     ------------------
                                      Quarter Ended          Quarter Ended   
                                      June 30, 2004         Jun3 30, 2003    
-----------------------------        -----------------     ------------------
Publishing Net Revenues

   PC                                      15%                    19%        
-----------------------------        -----------------     ------------------

   Console                                 74%                    77%        
-----------------------------        -----------------     ------------------
      PlayStation  2                       42%                    37%        
      Microsoft Xbox                       16%                    31%        
      Nintendo GameCube                    15%                     5%        
      PlayStation                           1%                     4%        

   Hand-held                               11%                     4%        
-----------------------------        -----------------     ------------------
      Game Boy Advance                     11%                     4%        

-----------------------------        -----------------     ------------------
Total publishing net revenues              100%                  100%        
-----------------------------        =================     ==================