As filed with the Securities and Exchange Commission on June 27, 1997.

                                                Registration No. 33-           
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                          --------------------------
                                   FORM S-3
                            REGISTRATION STATEMENT 
                                     UNDER
                          THE SECURITIES ACT OF 1933
                          --------------------------
                               ACTIVISION, INC.
            (Exact name of registrant as specified in its charter)

          Delaware                                    94-2606438
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                    Identification No.)

                           3100 Ocean Park Boulevard
                        Santa Monica, California  90405
                                (310) 255-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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

                               Robert A. Kotick
               Chairman of the Board and Chief Executive Officer
                               ACTIVISION, INC.
                           3100 Ocean Park Boulevard
                        Santa Monica, California  90405
                                (310) 255-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

                          --------------------------
                                  Copies To:

                Robinson Silverman Pearce Aronsohn & Berman LLP
                          1290 Avenue of the Americas
                           New York, New York  10104
                    Attention:  Kenneth L. Henderson, Esq.

       Approximate date of commencement of proposed sale to the public:
 From time to time after the effective date of this Registration Statement.  

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: |_|
     If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: |X|
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering:  |_|
     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering:  |_|
     If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box:  |_|

                        CALCULATION OF REGISTRATION FEE


                                    Proposed     Proposed       
                                    Maximum      Maximum      
 Title of Class         Amount      Offering     Aggregate     Amount of
 of Securities           to be       Price       Offering     Registration
to be Registered      Registered   Per Share(1)    Price          Fee
===============================================================================
Common Stock, 
$.000001 
par value. . . . . 212,652 shares     $14.00     $2,977,128    $903.00
===============================================================================

(1)  Estimated solely for purposes of calculating the registration fee
     pursuant to the provisions of Rule 457(c) under the Securities Act of
     1933, as amended, based on the average of the reported last high and low
     sales prices on the Nasdaq National Market on June 25, 1997.

     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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

<PAGE>
_______________________________________________________________________________
Information contained herein is subject to completion or amendment.  A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission.  These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective.  This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
_______________________________________________________________________________


                             SUBJECT TO COMPLETION
                  PRELIMINARY PROSPECTUS DATED JUNE 27, 1997





                                212,652 Shares



                               ACTIVISION, INC.



                                 Common Stock

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



         This Prospectus relates to 212,652 shares of Common Stock (the
"Common Stock"), par value $.000001 per share, of Activision, Inc. (the
"Company") being offered for the account of certain of the Company's
stockholders (each a "Selling Stockholder" and collectively the "Selling
Stockholders").  See "Selling Stockholders."  The shares of Common Stock
offered hereby were issued to the Selling Stockholders in connection with (i)
the issuance by the Company to id Software, Inc. ("id") of a warrant to
purchase 150,000 shares of Common Stock (the "Warrant") pursuant to a software
license agreement and (ii) the issuance to Bruce Willis and William Morris
Agency, Inc., his agent, of shares pursuant to a personal services and license
agreement.

         The Company is a diversified international publisher and developer of
interactive entertainment software. The Company is best known for its action,
adventure and action/simulation products.  The Company's products are designed
for a range of platforms including personal computer systems and console
systems.  See "The Company."

         The Common Stock is traded in the NASDAQ National Market System under
the symbol "ATVI."  On June 25, 1997,  the last sale price for the Common Stock
as reported on the NASDAQ National Market System was $14.00 per share.

         No underwriting is being utilized in connection with this
registration of Common Stock and, accordingly, the shares of Common Stock are
being offered without underwriting discounts.  The expenses of this
registration will be paid by the Company.  Normal brokerage commissions,
discounts and fees will be payable by the Selling Stockholders.

         For a discussion of certain matters which should be considered by
prospective investors, see "Risk Factors" commencing on page 3.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.




                The date of this Prospectus is _________, 1997.

<PAGE>
                                 RISK FACTORS

     Before purchasing any of the shares of Common Stock offered hereby,
prospective investors should carefully consider the following factors in
addition to the other information in this Prospectus.

Fluctuations in Quarterly Results; Future Operating Results Uncertain;
Seasonality

     The Company's quarterly operating results have in the past varied
significantly and will likely in the future vary significantly depending on
numerous factors, several of which are not under the Company's control.  Such
factors include, but are not limited to, 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
consequently, the Company operates with little or no backlog.  Net revenues in
any quarter are, therefore, substantially dependent 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.  Product development and marketing costs
generally are expensed as incurred, which is often long before a product ever
is released.  In addition, a large portion of the Company's expenses are fixed. 
As the Company increases its development and marketing 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 the foregoing, 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 and is expected to continue to
experience 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.  For example, the Company's net revenues in its last five quarters
were $21.6 million for the quarter ended March 31, 1996, $7.0 million for the
quarter ended June 30, 1996, $19.2 million for the quarter ended September 30,
1996, $31.4 million for the quarter ended December 31, 1996 and $28.9 million
for the quarter ended March 31, 1997.  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 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 and
the need to support product releases with increased marketing, resulting in
higher development, acquisition and marketing costs.  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.

     The Company has, in the past, 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.

     From time to time, the Company utilizes independent contractors for
certain aspects of product development and production.  The Company also has
increased its acquisition of products developed entirely by independent third
party developers.  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 a lack of quality in such work may result in
product delays.  Although the Company intends to continue to rely in part on
internal product development, the Company's business and future operating
results also will depend, in part, on the Company's continued ability to
maintain relationships with skilled independent contractors and third party
developers.  There can be no assurance that the Company will be able to
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 such acceptance will be
sustained for any significant period, or that product life cycles will be
sufficient to permit the Company to recoup 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 would 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.  Due to this dependence on a limited number of products, the Company
may be adversely effected if one or more principal entertainment software
products fail to achieve anticipated results.  During fiscal 1996 and 1997, one
title accounted for approximately 49% and 23%, respectively, of the Company's
consolidated net revenues.  In addition, during fiscal 1997, one other title
accounted for approximately 16% of the Company's consolidated net revenues.

     The Company's strategy also includes as a key component developing and
releasing products that have franchise value, such that sequels, enhancements
and add-on products can be released over time, thereby extending the life of
the property 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.

Industry Competition; Competition For Shelf Space

     The interactive entertainment software industry is intensely competitive. 
Competition in the industry is principally based on 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, 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.  The Company's competitors
currently include Electronic Arts, Inc., Lucas Arts Entertainment Company,
Microsoft Corporation ("Microsoft"), Sega Enterprises, Ltd., Nintendo Company,
Ltd., Sony Electronic Publishing, Ltd., Sierra On-Line, Inc., Good Times
Interactive, Inc. and Spectrum HoloByte, Inc., among many others.    

     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, and there is
intense competition among entertainment software producers for adequate levels
of shelf space and promotional support from retailers.  As the number of
entertainment software products increase, the competition for shelf space has
intensified, 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.

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 95,  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
on existing operating systems, microprocessors and formats and 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,
or 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 obsolescence 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. 
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.  There can be no assurance that third parties will not
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 result in a diversion of 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, and
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 persistent
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 ineffective in such countries.  

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.  Although the Company
generally enters into term employment agreements with its skilled employees and
other key personnel, there can be no assurance that such employees will not
leave the Company or compete against the Company.  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.

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

     Certain mass market retailers have established exclusive buying
relationships under which such retailers will buy consumer software only from
one intermediary.  In such instances, the price or other terms on which the
Company sells to such retailers may be adversely effected by the terms imposed
by such 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.  Distributors and 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
distributor or retailer of the Company's products could have a material adverse
effect on the Company's business, operating results and financial condition. 
Sales 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 insolvency risk insurance to
protect against any bankruptcy filings that may be made by its customers, such
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 the actual reserve which is maintained may not be sufficient
in every circumstance.  As a result of the foregoing, a payment default by a
significant customer could have a material adverse effect on the Company's
business, operating results and financial condition.

     The Company also is exposed to the risk of product returns from
distributors and retailers.  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.

Risks Associated With International Operations

     International sales and licensing accounted for 28%, 23% and 26% of the
Company's total revenues in the fiscal years 1995, 1996 and 1997, respectively. 
The Company intends to continue to expand its direct and indirect sales and
marketing 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 the impact of possible recessionary environments in economies
outside the United States, 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.

Risk of Software 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 product offerings after their introduction.  In particular, the
personal computer hardware environment 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 programming or compatibility
errors very difficult and time-consuming.  There can be no assurance that,
despite testing by the Company, errors will not be found in new products or
releases after commencement of commercial shipments, resulting 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.


                                  THE COMPANY

     The Company's objective is to be a worldwide leader in the development and
delivery of exceptional and innovative interactive entertainment software
designed for a range of platforms, appealing to existing and new audiences for
entertainment software products, and incorporating sophisticated graphics,
sound and video, and compelling story lines and game experiences.  The
Company's strategy includes the following elements:

     Publish best-selling titles.  The Company believes that competitive
factors in the interactive entertainment software marketplace create the need
for very high quality, distinctive products that provide superior gaming
experiences.  Accordingly, the Company intends to focus its publishing efforts
on a select number of major new titles each year.  Several of these titles will
be based on existing franchises, while others will be based on new concepts. 
The Company intends to support the development, production, acquisition and
marketing of these titles with the resources necessary to create best-selling
products.  In order to reduce the financial risks associated with the higher
budgets required for this strategy, the Company may form time to time pre-sell
various rights, including ancillary rights and rights with respect to hardware
platforms which the Company does not intend to support itself, in selected
geographical territories.

     Leverage and enhance franchise properties.  The Company seeks to develop
and acquire distribution rights to product franchises that have sustainable
consumer appeal and brand recognition.  Through its long history in personal
computer and video gaming, the Company has accumulated an extensive backlist of
titles, some of which were best-sellers when originally released.  The Company
has converted certain of these popular titles into franchise product lines,
including its Zork, Shanghai and Pitfall series.  For example, the Company has
released six additional versions of Zork since the introduction in 1982 of the
original Zork title, including Return to Zork, which has shipped over one
million copies since its introduction in 1993, and the recently released Zork
Nemesis.  The Company intends to create additional franchises from its library
and from new, original concepts.

     Enforce disciplined product development and production processes.  The
Company has implemented product development and production processes that are
designed to limit cost and schedule overruns within an environment that fosters
creativity.  Such processes often enable the Company to identify and address
the majority of the technical and creative risks before the Company commences
production of the title.  The Company has also implemented a series of defined,
measurable milestones throughout development and production in order to help
increase its ability to maintain control over these processes.  The Company
develops and produces products using a studio model, in which a core group of
creative, production, technical, marketing and financial professionals at the
Company have overall responsibility for the entire development and production
processes and for the supervision and coordination of internal and external
resources.  The Company believes that this studio model allows the Company to
supplement internal expertise with top quality external resources on an as
needed basis.

     Acquire publishing rights to additional products created by established
outside developers.  In order to continue to grow its business and leverage its
existing marketing and sales infrastructures, the Company has significantly
increased its acquisition of publishing and distribution rights to
entertainment software products that are developed and produced by independent
third party developers.  The Company's strategy is to develop relationships
with a limited number of third party developers that have proven track records
within the industry and that produce products in game genres in which the
Company's studio may not have comparable expertise.  For example, the Company
has entered into a series of agreements with id, a premier developer of first-
person perspective shooting games, pursuant to which the Company has been
granted the right to publish id's products entitled Quake Mission Pack No. 1:
Scourge of Armagon, Quake Mission Pack No. 2: Dissolution of Eternity, Hexen II
and Quake II.  

     Focus on CD based systems.  The Company seeks to capitalize on the
popularity of platforms as they are adopted by consumers.  The Company's
current primary focus is on CD-based products to be used with multimedia
personal computers ("MPCs") and/or Sony PlayStation consoles. During the fiscal
year ended March 31, 1997, approximately 80% of the Company's revenues were
from CD-based products to be used with MPCs and approximately 20% of the
Company's revenues were from Sony PlayStation products.  

     Develop and utilize proprietary technologies.  The Company has developed
proprietary development tools which enable its producers, directors, artists
and programmers to achieve visual and creative effects that differentiate the
Company's products.  For example, the Company's MechWarrior 2 and MechWarrior
2: Mercenaries products utilized specialized real-time 3-D texture mapping and
sophisticated artificial intelligence.  Zork Nemesis utilized technology
allowing for 360 degree movement within an environment.  All of these tools
were developed by the Company's technology teams.  The Company intends to
continue to develop and utilize proprietary technologies to create products
that provide innovative interactive experiences.

     Expand distribution channels.  The Company's strategy is to continue to
expand its independent, direct distribution of its products. Through its
internal sales force, the Company sells its software products directly to major
computer and software retailing organizations, consumer electronic stores,
discount warehouses and mail order companies in North America.  For the fiscal
year ended March 31, 1997, 75% of the Company's North America publishing
revenues were direct to these retail organizations.  The Company believes that
a direct relationship with retail accounts results in more effective inventory
management, merchandising and communications than would be possible through
indirect relationships.  The Company seeks to continue to increase the number
of retail outlets reached directly through its sales force and also is
enhancing its current distribution relationships by expanding real-time
ordering and invoicing links to its major distribution partners.  In addition,
the Company intends to pursue further direct international sales and
distribution activities.      

     The Company was incorporated in California in 1979 and was a pioneer in
the interactive entertainment software business.  The Company achieved initial
success in the 1980s by developing and publishing video game products for the
Atari Corporation systems, one of the first consumer video game systems
introduced in the United States.  The Company was restructured in 1991 under
new management.  In 1992, the Company reincorporated in Delaware.

     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 London, Tokyo and Sydney.  The
Company's World Wide Web home page is located at http://www.activision.com.


                                USE OF PROCEEDS

     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. 
Upon the exercise of the Warrant and the issuance of the underlying shares of
Common Stock, the Company will receive $10.50 per share, or aggregate proceeds,
assuming the Warrant is fully exercised, of $1,575,000.  The Company intends to
use any net proceeds from the exercise of the Warrant for working capital.


                             SELLING STOCKHOLDERS

          The following table sets forth certain information regarding the
beneficial ownership of Common Stock by the Selling Stockholders as of June 25,
1997, and the number of shares of Common Stock being offered by this
Prospectus.  
                                    Beneficial Ownership of
                                     Common Stock Prior to       
                                        the Offering             Number of 
                                   ------------------------      Shares of
                                   Number of     Percentage     Common Stock
                                    Shares         of Class     Being Offered
                                   ---------     ----------     -------------

id Software, Inc.
18601 LBJ Freeway #615
Mesquite, Texas  75150              150,000       1.05%*           150,000

Bruce Willis                                                              
c/o William Morris Agency, Inc.
151 El Camino Drive
Beverly Hills, CA  90212             56,387        (1)%             56,387

William Morris Agency, Inc.
151 El Camino Drive
Beverly Hills, CA  90212              6,265        (1)%              6,265


All Selling Stockholders
  as a group                        212,652       1.48%*           212,652
_______________
*    Assumes complete exercise of the Warrant owned by id.
(1)  Less than 1%.

     The Company has entered into a series of license agreements with id
pursuant to which the Company has been granted the right to distribute certain
of id's entertainment software products and has entered into a license and
personal services agreement with Bruce Willis.  Other than such contracts, none
of the Selling Stockholders has had a material relationship with the Company
within the past three years.  


                         DESCRIPTION OF CAPITAL STOCK

     The authorized capital stock of the Company consists of 55,000,000 shares
of capital stock, $.000001 par value, consisting of 50,000,000 shares of Common
Stock and 5,000,000 shares of preferred stock.  As of June 10, 1997,
approximately 14,193,620 shares of Common Stock were outstanding.  The Common
Stock is listed in the NASDAQ National Market System under the symbol "ATVI."  

     Each outstanding share of Common Stock entitles the holder to one vote on
all matters submitted to a vote of stockholders, including the election of
directors.  There is no cumulative voting in the election of directors, which
means that the holders of a majority of the outstanding shares of Common Stock
can elect all of the directors then standing for election.  Subject to
preferences which may be applicable to any outstanding shares of preferred
stock, holders of Common Stock are entitled to such distributions as may be
declared from time to time by directors of the Company out of funds legally
available therefor.  The Company has not paid, and has no current plans to pay,
dividends on its Common Stock.  The Company intends to retain all earnings for
use in its business.

     Holders of Common Stock have no conversion, redemption or preemptive
rights to subscribe to any securities of the Company.  All outstanding shares
of Common Stock are fully paid and nonassessable.  In the event of any
liquidation, dissolution or winding-up of the affairs of the Company, holders
of Common Stock will be entitled to share ratably in the assets of the Company
remaining after provision for payment of liabilities to creditors and
preferences applicable to outstanding shares of preferred stock.

     The rights, preferences and privileges of holders of Common Stock are
subject to the rights of the holders of any outstanding shares of preferred
stock.  At present, no shares of preferred stock are outstanding.  As of March
31, 1997, the Company had approximately 5,000 stockholders of record, excluding
banks, brokers and depository companies that are stockholders of record for the
account of beneficial owners.

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


                             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 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 (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 under the heading "Plan of Distribution" in this Prospectus, as
supplemented.

     All expenses of registration of the Common Stock (other than commissions
and discounts of underwriters, dealers or agents), estimated to be
approximately $14,403, 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.


                                 LEGAL MATTERS

     Certain legal matters in connection with the shares of Common Stock
offered hereby will be passed upon for the Company by Robinson Silverman Pearce
Aronsohn & Berman LLP, 1290 Avenue of the Americas, New York, New York 10104.


                                    EXPERTS

     The consolidated financial statements and financial statement schedule of
the Company and its subsidiaries as of March 31, 1996 and for the years ended
March 31, 1996 and 1995 incorporated in this Prospectus by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1997
have been audited by Coopers & Lybrand LLP, independent accountants, as stated
in their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

     The consolidated financial statements and financial statement schedule of
the Company and its subsidiaries as of March 31, 1997 and for the year ended
March 31, 1997 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,
1997, which contains audited consolidated balance sheets of the Company and
subsidiaries as of March 31, 1997 and 1996, and related consolidated statements
of income, shareholders equity and cash flows for the years ended March 31,
1997, 1996 and 1995.

     2.  All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since March 31, 1997.

     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).

<PAGE>

























                     [THIS PAGE INTENTIONALLY LEFT BLANK]


<PAGE>
===============================================================================



     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. . . . . . . . . . . . . . . . . . . . . .

The Company . . . . . . . . . . . . . . . . . . . . . .

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

Selling Stockholders. . . . . . . . . . . . . . . . . .

Description of Capital Stock. . . . . . . . . . . . . .

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

Legal Matters . . . . . . . . . . . . . . . . . . . . .

Experts . . . . . . . . . . . . . . . . . . . . . . . .

Available Information . . . . . . . . . . . . . . . . .

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

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





                                212,652 Shares




                               ACTIVISION, INC.


                                 Common Stock







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

                                  PROSPECTUS

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



                               __________, 1997



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


<PAGE>

                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

          The following table itemizes the expenses incurred by the Company in
connection with the offering of the Common Stock being registered.  All the
amounts shown are estimates except the Securities and Exchange Commission (the
"Commission") registration fee.

             Item                                                  Amount      

    Registration Fee - Securities and Exchange Commission . .     $   903      
    

    Legal Fees and Expenses . . . . . . . . . . . . . . . . .      10,000    

    Accounting Fees and Expenses. . . . . . . . . . . . . . .       3,500 
                                                                  --------

             TOTAL. . . . . . . . . . . . . . . . . . . . . .     $14,403 
                                                                  ========
     
Item 15.  Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law ("DGCL"), paragraph B
of Article SIXTH of the Company's Amended and Restated Certificate of
Incorporation and paragraph 5 of Article VII of the Company's By-laws provide
for the indemnification of the Company's directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of 1933,
as amended (the "Securities Act").

     Paragraph B of Article SIXTH of the Amended and Restated Certificate of
Incorporation provides mandatory indemnification rights to any officer or
director of the Company who, by reason of the fact that he or she is an officer
or director of the Company, is involved in a legal proceeding of any nature. 
Such indemnification rights shall include reimbursement for expenses incurred
by such officer or director in advance of the final disposition of such
proceeding in accordance with the applicable provisions of the DGCL.  Paragraph
5 of Article VII of the Company's By-laws currently provide that the Company
shall indemnify its directors and officers to the fullest extent permitted by
the DGCL.

     Paragraph A of Article SIXTH of the Amended and Restated Certificate of
Incorporation contains a provision which eliminates the personal liability of a
director to the Company and its stockholders for certain breaches of his or her
fiduciary duty of care as a director.  This provision does not, however,
eliminate or limit the personal liability of a director (i) for any breach of
such director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under the Delaware statutory provision making
directors personally liable, under a negligence standard, for unlawful
dividends or unlawful stock repurchases or redemptions, or (iv) for any
transaction from which the director derived an improper personal benefit.  This
provision offers persons who serve on the Board of Directors of the Company
protection against awards of monetary damages resulting from negligent (except
as indicated above) and "grossly" negligent actions taken in the performance of
their duty of care, including grossly negligent business decisions made in
connection with takeover proposals for the Company.  As a result of this
provision, the ability of the Company or a stockholder thereof to successfully
prosecute an action against a director for a breach of his duty of care has
been limited.  However, the provision does not affect the availability of
equitable remedies such as an injunction or rescission based upon a director's
breach of his duty of care.

     It is currently unclear as a matter of law what impact these provisions
will have regarding securities law violations.  The Commission takes the
position that indemnification of directors, officers and controlling persons
against liabilities arising under the Securities Act is against public policy
as expressed in the Securities Act and therefore is unenforceable.


Item 16.  Exhibits

     (a)  Exhibits:

      5.1 Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP as to
          legality of securities being registered.

     23.1 Consent of Robinson Silverman Pearce Aronsohn & Berman LLP (included
          as part of Exhibit 5.1).

     23.2 Consent of Coopers & Lybrand LLP (included herewith as page II-5).

     23.3 Consent of KPMG Peat Marwick LLP (included herewith as page II-6).

     24.1 Power of attorney (included on signature page).


Item 17.  Undertakings

     The Company hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act;

               (ii) To reflect in the Prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

              (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

               provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     The Company hereby further undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     The Company hereby further undertakes to deliver or cause to be delivered
with the Prospectus, to each person to whom the Prospectus is sent or given,
the latest annual report to security holders that is incorporated by reference
in the Prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not set
forth in the Prospectus, to deliver, or cause to be delivered to each person to
whom the Prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the Prospectus to provide such
interim financial information. 

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Los Angeles, State of California, on June 27,
1997.

                                        ACTIVISION, INC.

                                        By:/s/ Robert A. Kotick
                                           ----------------------------------
                                             Robert A. Kotick, Chairman and
                                             Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Robert A. Kotick and Brian G. Kelly, and
each or any of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective  documents in connection therewith), with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent or either of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.  

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.


     Name                              Title                         Date

/s/ Robert A. Kotick        Chairman, Chief Executive Officer    June 27, 1997
- --------------------------  (Principal Executive Officer), 
(Robert A. Kotick)          President and Director

                            Executive Vice President and         June 27, 1997
- --------------------------  Director
(Howard E. Marks)

/s/ Brian G. Kelly          Chief Financial and Operating        June 27, 1997
- --------------------------  Officer and Director (Principal 
(Brian G. Kelly)            Financial Officer) 

/s/ Barry J. Plaga          Chief Accounting Officer             June 27, 1997
- --------------------------  (Principal Accounting Officer)
(Barry J. Plaga)

/s/ Harold A. Brown         Director                             June 27, 1997
- --------------------------
(Harold A. Brown)

/s/ Barbara S. Isgur        Director                             June 27, 1997
- --------------------------
(Barbara S. Isgur)

                            Director                             June 27, 1997
- --------------------------
(Steven T. Mayer)

                            Director                             June 27, 1997
- --------------------------
(Robert J. Morgado)





                                                                  Exhibit 23.2 



                      CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this registration statement of
Activision, Inc. on Form S-3 of our report dated May 15, 1996, except for Note
9, as to which the date is June 10, 1997, on our audits of the consolidated
financial statements and financial statement schedule of Activision, Inc. and
Subsidiaries as of March 31, 1996 and for the years ended March 31, 1996 and
1995, which report is included in the annual report on Form 10-K of Activision,
Inc. for the fiscal year ended March 31, 1997.  We also consent to the
reference to our firm under the caption "Experts".


COOPERS & LYBRAND LLP

Los Angeles, California
June 27, 1997







                                                                  Exhibit 23.3 



                      CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the use of our report incorporated herein by reference, and to
the reference to our firm under the heading "Experts" in this Prospectus. 


KPMG Peat Marwick LLP

Los Angeles, California
June 27, 1997

<PAGE>
                                 EXHIBIT INDEX



                                                  
Exhibit                                                   Page Number in Signed
No.                     Description                      Registration Statement

5.1       Opinion of Robinson Silverman Pearce Aronsohn &
          Berman  LLP as to legality of securities 
          being registered.

23.1      Consent of Robinson Silverman Pearce Aronsohn & 
          Berman LLP (included as part of Exhibit 5.1).

23.2      Consent of Coopers & Lybrand LLP
          (included herewith as page II-5).

23.3      Consent of KPMG Peat Marwick LLP
          (included herewith as page II-6).

24.1      Power of attorney (included on signature page).






                                                                    Exhibit 5.1



                ROBINSON SILVERMAN PEARCE ARONSOHN & BERMAN LLP
                          1290 AVENUE OF THE AMERICAS
                           NEW YORK, NEW YORK 10104
                                (212) 541-2000

                           FACSIMILE: (212) 541-4630



                                 June 27, 1997


Activision, Inc.
3100 Ocean Park Blvd.
Santa Monica, CA  90405


          Re:  Activision, Inc.
               Registration Statement on Form S-3

Ladies and Gentlemen:

          We refer to the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by Activision, Inc., a Delaware corporation (the
"Company"), on or about the date hereof with the Securities and Exchange
Commission in connection with the registration under the Securities Act of
1933, as amended, with respect to 212,652 shares of the Company's common stock,
par value $.000001 per share (the "Common Stock") held by certain of the
Company's stockholders.

          We are familiar with the Amended and Restated Certificate of
Incorporation, as amended, and the By-laws of the Company and have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such other documents, evidence of corporate action, certificates and other
instruments, and have made such other investigations of law and fact, as we
have deemed necessary or appropriate for the purposes of this opinion.

          Based upon the foregoing, it is our opinion
 that:

          (a)  The Company has been duly incorporated and is validly existing
under the laws of the State of Delaware.

          (b)  The 62,652 shares of Common Stock being registered for the
account of certain of the Company's stockholders have been duly authorized and
are validly issued, fully paid and nonassessable.  The 150,000 shares of Common
Stock being registered on account of the warrant issued to id Software, Inc.
have been duly authorized and, when issued upon exercise of such warrant and
payment of the purchase price therefor, will be validly issued, fully paid and
nonassessable.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in such
Registration Statement, including the Prospectus consisting a part thereof, and
any amendment thereto.

                                   Very truly yours,

                                   /s/ Robinson Silverman Pearce
                                        Aronsohn & Berman LLP