SC 13D/A
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                    SCHEDULE 13D
                      Under the Securities Exchange Act of 1934
                                 (Amendment No. 1)*

                                  Activision, Inc.
                                  (Name of Issuer)
                          Common Stock, $.000001 par value
                           (Title of Class of Securities)

                                     004930 20 2
                                   (CUSIP Number)

                        Peter C. Walsh, Esq. - (702) 792-4868
                            Mirage Resorts, Incorporated
                 3260 South Industrial Road, Las Vegas, Nevada 89109
                    (Name, Address and Telephone Number of Person
                  Authorized to Receive Notices and Communications)

                                 September 20, 1995
               (Date of Event which Requires Filing of this Statement)

          If the filing person has previously filed a statement on Schedule
          13G to  report  the acquisition  which  is the  subject  of  this
          Schedule 13D,  and  is  filing  this  schedule  because  of  Rule
          13d-1(b)(3) or (4), check the following box __.

          Check the following box if a fee is being paid with the statement
          _____.  (A fee is not required only if the reporting person:  (1)
          has a previous statement  on file reporting beneficial  ownership
          of more than five percent of the class of securities described in
          Item  1;  and  (2)  has filed  no  amendment  subsequent  thereto 
          reporting   beneficial ownership of five  percent or less of such
          class.)   (See  Rule 13d-7.)

          Note:   Six copies  of this  statement, including  all  exhibits,
          should be filed with the Commission.  See Rule 13d-1(a) for other
          parties to whom copies are to be sent.

          *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).

                                    Page 1 of 6 Pages
          
<PAGE>

          CUSIP No. 004930 20 2

          1    NAME OF REPORTING PERSON
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                    Stephen A. Wynn - 038-28-0041
          2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  [ ]
                                                                 (b)  [ ]
          3    SEC USE ONLY

          4    SOURCE OF FUNDS*
                    PF
          5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
                    PURSUANT TO ITEMS 2(d) OR 2(e)                    [ ]
          6    CITIZENSHIP OR PLACE OF ORGANIZATION
                    U.S.A.
          NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
               7    SOLE VOTING POWER
                         1,000,000
               8    SHARED VOTING POWER
                         -0-
               9    SOLE DISPOSITIVE POWER
                         1,000,000
               10   SHARED DISPOSITIVE POWER
                         -0-
          11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                    1,000,000
          12   CHECK BOX  IF  THE AGGREGATE  AMOUNT  IN ROW  (11)  EXCLUDES
               CERTAIN SHARES*                                        [ ]
          13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                    7.0%
          14   TYPE OF REPORTING PERSON*
                    IN

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          This Amendment No. 1 amends and restates the Schedule 13D,  dated
          February 9, 1995  (the"Schedule 13D"),  of Stephen  A. Wynn  with
          respect to the Common Stock,  $.000001 par value, of  Activision,
          Inc., a Delaware corporation.

          Item 1.   Security and Issuer.
                    ___________________

                    Common Stock, $.000001 par value (the "Common  Stock"),
                    of  Activision,  Inc.,  a  Delaware  corporation   (the
                    "Issuer"); 11601  Wilshire Boulevard,  Suite 1000,  Los
                    Angeles, California 90025.

          Item 2.   Identity and Background.
                    _______________________

                    (a)  Stephen A. Wynn (the "Reporting Person")

                    (b)  P.O. Box 7777
                         Las Vegas, Nevada  89177

                    (c)  Chairman   of  the   Board,  President  and   Chief
                         Executive Officer of Mirage  Resorts, Incorporated,
                         3400   Las   Vegas   Boulevard   South,  Las Vegas,
                         Nevada  89109

                    (d)  During the last five  years, the Reporting  Person
                         has not been convicted in any criminal  proceeding
                         (excluding   traffic    violations   or    similar
                         misdemeanors).

                    (e)  During the last five  years, the Reporting  Person
                         has not been a  party to a  civil proceeding of  a
                         judicial  or  administrative  body  of   competent
                         jurisdiction as a  result of  which proceeding  he
                         was or is subject to  a judgment, decree or  final
                         order   enjoining   future   violations   of,   or
                         prohibiting or  mandating activities  subject  to,
                         federal or state  securities laws  or finding  any
                         violation with respect to such laws.

                    (f)  The Reporting Person  is a citizen  of the  United
                         States of America.

          Item 3.   Source and Amount of Funds or Other Consideration.
                    _________________________________________________

                    The Reporting  Person  acquired the  shares  of  Common
                    Stock reported herein  as being  beneficially owned  by
                    him for an  aggregate purchase  price of  approximately
                    $1,550,000 and  the  rendering of  business  consulting
                    services to a predecessor  of the Issuer.   All of  the
                    shares  acquired  for  cash  were  purchased  with  the
                    Reporting Person's personal funds.

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<PAGE>

          Item 4.   Purpose of Transaction.
                    ______________________

                    The shares of  Common Stock beneficially  owned by  the
                    Reporting Person were  acquired from time  to time  for
                    investment purposes.  The Reporting Person may purchase
                    additional   shares   of    Common   Stock,   in    the
                    over-the-counter  market,   in   privately   negotiated
                    transactions   or   otherwise,   depending   upon   his
                    perception of  the value  of the  Common Stock,  market
                    conditions and  other factors.   The  Reporting  Person
                    also reserves the right to dispose of additional shares
                    of  Common  Stock  in the  over-the-counter market,  in
                    privately   negotiated   transactions   or   otherwise,
                    depending on market  conditions and  other factors  and
                    subject to applicable transfer restrictions imposed  by
                    the Issuer. 

                    Except as set forth above, the Reporting Person has  no
                    current plans or  intentions which would  result in  or
                    relate to  any  of  the  transactions  required  to  be
                    described in subparagraphs (a) through (j) of Item 4 of
                    Schedule 13D.  The Reporting Person reserves the  right
                    to take any  action he deems  necessary or  appropriate
                    should any event, development or change occur that,  in
                    his opinion, could affect his investment in the Issuer.


          Item 5.   Interest in Securities of the Issuer.
                    ____________________________________

                    (a)  On   the   date   hereof,  the   Reporting  Person
                         beneficially owns 1,000,000 shares of Common Stock
                         (including 91,453 shares which he has the right to
                         acquire  upon   the   exercise  of   a   currently
                         exercisable  stock   option),   which   represents
                         approximately 7.0% of  the sum  of the  14,183,594
                         shares of Common Stock  outstanding at August  14,
                         1995, as reported by  the Issuer, plus the  91,453
                         shares that the Reporting Person has the right  to
                         acquire.

                    (b)  The Reporting Person has the sole power to vote or
                         to direct the vote and to dispose or to direct the
                         disposition  of   all  shares   of  Common   Stock
                         beneficially owned by him.

                    (c)  On September 20, 1995,  the Reporting Person  sold
                         431,940 shares  of  Common  Stock  at  $19.00  per
                         share.   The sale  was  effected in  a  negotiated
                         transaction to  Montgomery Securities,  acting  as
                         principal.   The  Reporting  Person  received  net
                         proceeds  from   the  sale  of  $8,206,860.    The  
                         Reporting Person effected no other transactions in
                         the Common Stock during the past 60 days.

                    (d)  No person other than the Reporting Person has  the
                         right to  receive  or  the  power  to  direct  the
                         receipt of dividends  from, or  the proceeds  from
                         the  sale  of,  the   shares    of  Common   Stock
                         beneficially owned by the Reporting Person.

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<PAGE>
                    (e)  The Reporting Person  is the  beneficial owner  of
                         more than 5% of the outstanding Common Stock.

          Item 6.   Contracts,  Arrangements,  Understandings  or Relation-
                    ships with Respect to Securities of the Issuer.
                    _______________________________________________________

                    On   December   20,   1994,   International    Consumer
                    Technologies   Corporation    ("ICT"),    a    Delaware
                    corporation,  granted  the  Reporting  Person  a  stock
                    option (the  "Option"), pursuant  to ICT's  1991  Stock
                    Option and Stock Award Plan, to purchase 177,597 shares
                    of common stock of  ICT at an  exercise price of  $0.01
                    per share.  The Option was granted in consideration for
                    business consulting services rendered by the  Reporting
                    Person to ICT.  Effective December 31, 1994, the Option
                    was amended pursuant  to an Amendment  to Stock  Option
                    Agreement (the "Amendment").  As so amended, the Option
                    was exercisable to  purchase 104,097  shares of  Common
                    Stock of the Issuer at an  exercise price of $0.01  per
                    share.   On September  22, 1995,  the Reporting  Person
                    exercised the Option with  respect to 12,644 shares  of
                    Common Stock.  The  Option is currently exercisable  to
                    purchase 91,453 shares of  Common Stock and expires  on
                    December  20,  2004.    The  Stock  Option  Certificate
                    pursuant to  which  the  Option  was  issued,  and  the
                    Amendment, were previously filed  as Exhibits 1 and  2,
                    respectively, to the Schedule 13D and are  incorporated
                    herein by this reference.

                    Effective January  1, 1995,  ICT merged  with a  wholly
                    owned subsidiary of the Issuer.  Pursuant to the merger
                    agreement, none of the  908,547 shares of Common  Stock
                    received by the  Reporting Person  as a  result of  the
                    merger may  be sold  or  otherwise transferred  by  the
                    Reporting Person  until January  1, 1998,  without  the
                    prior approval of the Issuer's Board of Directors.

                    Except as disclosed herein, the Reporting Person is not
                    a party to any contract, arrangement, understanding  or
                    relationship (legal or otherwise) with any person  with
                    respect to any securities of the Issuer, including  but
                    not limited  to  transfer  or  voting  of  any  of  the
                    securities, finders'  fees,  joint  ventures,  loan  or
                    option  agreements,  puts   or  calls,  guarantees   of
                    profits, division of profits or losses or the giving or
                    withholding of proxies.

          Item 7.   Material to be Filed as Exhibits.
                    ________________________________

                    None.


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<PAGE>
                                      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:  September 25, 1995

                                             STEPHEN A. WYNN
                                             ______________________________





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