Activision Blizzard, Inc.
ACTIVISION INC /NY (Form: SC 13G, Received: 01/26/2000 14:36:23)    
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. *)

*
ACTIVISION INC
*
Common Stock
*
004930202

*
December 31, 1999

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

/XX/ Rule 13d-1(b)
/__ / Rule 13d-1(c)
/___/ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1745 (3-98) Page 1 of 7


 
CUSIP No. 004930202                             13G                             Page 2 of 7 Pages

----------------------------------------------------------------
1       NAME OF REPORTING PERSONS
        IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

        Eastbourne Capital Management, L.L.C.
----------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
        (a)/x /
        (b)/  /
----------------------------------------------------------------
3       SEC USE ONLY

----------------------------------------------------------------
4       CITIZENSHIP OR PLACE OF ORGANIZATION

        Delaware
----------------------------------------------------------------
          NUMBER OF     5       SOLE VOTING POWER
           SHARES                       *
        BENEFICIALLY            ---------------------------------------
          OWNED BY              6       SHARED VOTING POWER
            EACH                        1,460,600
REPORTING               ---------------------------------------
           PERSON               7       SOLE DISPOSITIVE POWER
            WITH                        *
                                        ---------------------------------------
                                8       SHARED DISPOSITIVE POWER
                                        1,460,600
----------------------------------------------------------------
9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        1,460,600
----------------------------------------------------------------
10      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)

----------------------------------------------------------------
11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
        5.83
----------------------------------------------------------------
12      TYPE OF REPORTING PERSON (See Instructions)
        IA,OO
----------------------------------------------------------------


 
CUSIP No. 004930202                             13G                             Page 3 of 7 Pages

----------------------------------------------------------------
1       NAME OF REPORTING PERSONS
        IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

        Richard Jon Barry
----------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
        (a)/xx/
        (b)/  /
----------------------------------------------------------------
3       SEC USE ONLY

----------------------------------------------------------------
4       CITIZENSHIP OR PLACE OF ORGANIZATION

        United States of America
----------------------------------------------------------------
          NUMBER OF     5       SOLE VOTING POWER
           SHARES                       *
        BENEFICIALLY            ---------------------------------------
          OWNED BY              6       SHARED VOTING POWER
            EACH                        1,460,600
         REPORTING              ---------------------------------------
           PERSON               7       SOLE DISPOSITIVE POWER
            WITH                        *
                                        ---------------------------------------
                                8       SHARED DISPOSITIVE POWER
                                        1,460,600
----------------------------------------------------------------
9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        1,460,600
----------------------------------------------------------------
10      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)

----------------------------------------------------------------
11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
        5.83
----------------------------------------------------------------
12      TYPE OF REPORTING PERSON (See Instructions)
        IN
----------------------------------------------------------------


 
CUSIP No. 004930202                             13G                     Page 4 of 7 Pages

ITEM 1.

     (a)  The name of the issuer is Activision, Inc..

(b) The principal executive office of the Issuer is located at: 3100
Ocean Park Boulevard; Santa Monica, CA.   90405


ITEM 2.

     (a)  The names of the persons filing this statement are Eastbourne
Capital Management, L.L.C. ("Eastbourne") and Richard Jon Barry (Barry)
(collectively, the "Filers").

(b) The principal business office of the Filers is located at 1101
Fifth Avenue, Suite 160, San Rafael, California 94901.

     (c)  See Item 4 of the cover sheet for each Filer.

     (d)  This statement relates to shares of common stock of the Issuer
(the "Stock").

(e) The CUSIP number of the Stock is 004930202
(f) Page>

CUSIP No. 004930202                             13G                     Page 5 of 7 Pages
ITEM 3.  If this statement is filed pursuant to rule 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
        (a)     ___     Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).

        (b)     ___     Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).

        (c)     ___     Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).

        (d)     ___     Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).

        (e)     ___     An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).

        (f)     ___     An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F).

        (g)     ___     A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G)

        (h)     ___     A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).

        (i)     ___     A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3).

        (j)     _X_     Group, in accordance with section 240.13d-1(b)(1)(ii)(J)


 
CUSIP No. 004930202                             13G                     Page 6 of 7 Pages

ITEM 4.  OWNERSHIP

See Items 5-9 and 11 on the cover page for each Filer.


ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following /xx/.


ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Eastbourne Capital Management, LLC is a registered investment adviser whose
clients have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Stock.  No individual
client's holdings of the Stock are more than five percent of the
outstanding Stock.


 
CUSIP No. 004930202                             13G                     Page 7 of 7 Pages


ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Eastbourne is a registered investment advisor.  Barry is the controlling
member of Eastbourne.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

Not applicable.

ITEM 10.  CERTIFICATION

By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.



                                                SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

Dated:  January 25, 2000


Eastbourne Capital Management, L.L.C.



By:     ____________________,
        Richard J. Barry
        Managing Director



_____________________
        Richard Jon Barry


___/____/___/1005837



End of Filing


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