As filed with the Securities and Exchange Commission on April 22, 1998.
                                                Registration No. 333-46425   
============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                              _________________

                       POST-EFFECTIVE AMENDMENT NO. 1
                                     TO
                                  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.
                       Telephone No.:  (212) 541-2000
                       Facsimile No.:  (212) 541-1357


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


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

                                   PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

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.*

     23.3 Consent of KPMG Peat Marwick LLP.*

     23.4 Consent of KPMG Peat Marwick LLP.*

     23.5 Consent of Grant Thornton.*

     24.1 Power of attorney (included on signature page).*

     25.1 Form T-1 Statement of Eligibility and Qualification of State Street
          Bank and Trust Company of California, N.A. under the Trust
          Indenture Act of 1939.
___________________
*    Filed previously.


                                 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
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Los Angeles, State of
California, on April 21, 1998.

                         ACTIVISION, INC.

                         By:/s/ Brian G. Kelly
                            -------------------------------
                            Brian G. Kelly, President and
                            Chief Operating Officer

   Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the 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   April 21, 1998
- -----------------------    (Principal Executive Officer) 
(Robert A. Kotick)          and Director

/s/ Brian G. Kelly         Chief Operating Officer,            April 21, 1998
- -----------------------     President and Director 
(Brian G. Kelly)

*/s/ Barry J. Plaga        Chief Financial Officer             April 21, 1998
- -----------------------    (Principal Financial and 
(Barry J. Plaga)            Accounting Officer)
*/s/ Harold A. Brown       Director                            April 21, 1998
(Harold A. Brown)

*/s/ Barbara S. Isgur      Director                            April 21, 1998
- -----------------------
(Barbara S. Isgur)

- -----------------------    Director
(Steven T. Mayer)

*/s/ Robert J. Morgado     Director                            April 21, 1998
- -----------------------
(Robert J. Morgado)

*By: /s/ Brian G. Kelly                                        April 21, 1998
- -----------------------
(Brian G. Kelly)
(Attorney-in-fact)


                                EXHIBIT INDEX



                                                                 Page Number 
                                                                  in Signed  
                                                                Registration 
Exhibit No.             Description                               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.*                                  
         
23.3     Consent of KPMG Peat Marwick LLP.*

23.4     Consent of KPMG Peat Marwick LLP.*

23.5     Consent of Grant Thornton.*

24.1     Power of attorney (included on signature page).*

25.1     Form T-1 Statement of Eligibility and Qualification of State Street
         Bank and Trust Company of California, N.A. under the Trust
         Indenture Act of 1939.


__________________
*   Filed previously.


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM T-1

                     Statement of Eligibility Under the
                      Trust Indenture Act of 1939 of a
                  Corporation Designated to Act as Trustee

        CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
                      PURSUANT TO SECTION 305(b)(2) [X]

           State Street Bank and Trust Company of California, N.A.
             (Exact name of trustee as specified in its charter)

             United States                                    06-1143380     
(Jurisdiction of incorporation or organization             (I.R.S. Employer  
   if not a U.S. national bank)                           Identification No.)

       633 West 5th Street, 12th Floor, Los Angeles, California 90071 
       (Address of principal executive offices)             (Zip code)

         Lynda A. Vogel, Senior Vice President and Managing Director
       633 West 5th Street, 12th Floor, Los Angeles, California, 90071
                               (213) 362-7399
          (Name, address and telephone number of agent for service)

                              ACTIVISION, INC.
             (Exact name of obligor 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
       (Address of principal executive offices)             (Zip code)

               6 3/4% Convertible Subordinated Notes due 2005
                       (Title of indenture securities)

                                   GENERAL

Item 1.   General Information.

          Furnish the following information as to the trustee:

(a)       Name and address of each examining or supervisory authority to
          which it is subject.

          Comptroller of the Currency, Western District Office, 50 Fremont
          Street, Suite 3900, San Francisco, California 94105-2292.

(b)       Whether it is authorized to exercise corporate trust powers.  

          Trustee is authorized to exercise corporate trust powers.

Item 2.   Affiliations with Obligor.

          If the Obligor is an affiliate of the trustee, describe each such
          affiliation.

          The Obligor is not an affiliate of the trustee or of its parent,
          State Street Bank and Trust Company.

          (See note on page 2.)

Item 3. through Item 15. Not applicable.

Item 16.  List of Exhibits.

          List below all exhibits filed as part of this statement of
          eligibility.

1.        A copy of the articles of association of the trustee as now in
          effect.

               A copy of the Articles of Association of the trustee, as now
          in effect, is on file with the Securities and Exchange Commission
          as Exhibits with corresponding exhibit numbers to the Form T-1 of
          Oasis Residential, Inc., filed pursuant to Section 305(b)(2) of the
          Act, on November 18, 1996 (Registration No. 033-90488), and are
          incorporated herein by reference.

2.        A copy of the certificate of authority of the trustee to commence
          business, if not contained in the articles of association.

               A Certificate of Corporate Existence (with fiduciary powers)
          from the Comptroller of the Currency, Administrator of National
          Banks is on file with the Securities and Exchange Commission as
          Exhibits with corresponding exhibit numbers to the form T-1 of
          Oasis Residential, Inc., filed pursuant to Section 305(b)(2) of the
          Act, on November 18, 1996 (Registration No. 033-90488), and are
          incorporated herein by reference.

3.        A copy of the authorization of the trustee to exercise corporate
          trust powers, if such authorization is not contained in the
          documents specified in paragraph (1) or (2), above.

               Authorization of the Trustee to exercise fiduciary powers
          (included in Exhibits 1 and 2; no separate instrument).

4.        A copy of the existing by-laws of the trustee, or instruments
          corresponding thereto.

               A copy of the by-laws of the trustee, as now in effect, is on
          file with the Securities and Exchange Commission as Exhibits with
          corresponding exhibit numbers to the Form T-1 of Oasis Residential,
          Inc., filed pursuant to Section 305(b)(2) of the Act, on November
          18, 1996 (Registration No. 033-90488), and are incorporated herein
          by reference.

5.        A copy of each Indenture referred to in Item 4, if the obligor is
          in default.

               Not applicable.

6.        The consents of United States Institutional trustees required by
          Section 321(b) of the Act.

               The consent of the trustee required by Section 321(b) of the
          Act is annexed hereto as Exhibit 6 and made a part hereof.

7.        A copy of the latest report of condition of the trustee published
          pursuant to law or the requirements of its supervising or examining
          authority.

               A copy of the latest report of condition of the trustee
          published pursuant to law or the requirements of its supervising or
          examining authority is annexed hereto as Exhibit 7 and made a part
          hereof.


                                    NOTES

               In answering any item of this Statement of Eligibility which
relates to matters peculiarly within the knowledge of the obligor or any
underwriter for the obligor, the trustee has relied upon Information
furnished to it by the obligor and the underwriters, and the trustee
disclaims responsibility for the accuracy or completeness of such
Information.

               The answer furnished to Item 2 of this statement will be
amended, if necessary, to reflect any facts which differ from those stated
and which would have been required to be stated if known at the date hereof.


                                  SIGNATURE


               Pursuant to the requirements of the Trust Indenture Act of
1939, as amended, the trustee, State Street Bank and Trust Company of
California, N.A., organized and existing under the laws of the United States
of America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Los
Angeles, and State of California, on this 18th date of February, 1998.


                                   STATE STREET BANK AND TRUST COMPANY OF
                                   CALIFORNIA, N.A.


                                   
                                   By:/s/ Stephen Rivero   
                                      -------------------------
                                           Stephen Rivero
                                           Vice President


                                  EXHIBIT 6


                           CONSENT OF THE TRUSTEE

          Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939, as amended, in connection with the registration by
Activision, Inc. of its 6 3/4% Convertible Subordinated Notes due 2005, we
hereby consent that reports of examination by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities
and Exchange Commission upon request therefor.

                                   STATE STREET BANK AND TRUST COMPANY OF
                                   CALIFORNIA, N.A.



                                   By:/s/ Stephen Rivero         
                                      -----------------------
                                           Stephen Rivero
                                           Vice President

Dated:    February 18, 1998



                                  EXHIBIT 7

          Consolidated Report of Condition and Income for A Bank With
Domestic Offices Only and Total Assess of Less Than $100 Million of State
Street Bank and Trust Company of California, a national banking association
duly organized and existing under and by virtue of the laws of the United
States of America, at the close of business December 31, 1997, published in
accordance with a call made by the Federal Deposit Insurance Corporation
pursuant to the required law:  12 U.S.C. Section 324 (State member banks); 12
U.S.C. Section 1817 (State nonmember banks); and 12 U.S.C. Section 161
(National banks).

                                                                   Thousands 
ASSETS                                                             of Dollars

Cash and balances due from depository institutions:
  Noninterest-bearing balances and currency and coin . . . . . .       5,580
  Interest-bearing balances. . . . . . . . . . . . . . . . . . .           0
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . .          38
Federal funds sold and securities purchased under
  agreements to resell in domestic offices of the 
  bank and its Edge subsidiary . . . . . . . . . . . . . . . . .           0

Loans and lease financing receivables:
  Loans and leases, net of unearned income . . . . . .        0
  Allowance for loan and lease losses. . . . . . . . .        0
  Allocated transfer risk reserve. . . . . . . . . . .        0
  Loans and leases, net of unearned income and allowances. . . .           0
Assets held in trading accounts. . . . . . . . . . . . . . . . .           0
Premises and fixed assets. . . . . . . . . . . . . . . . . . . .         276
Other real estate owned. . . . . . . . . . . . . . . . . . . . .           0
Investments in unconsolidated subsidiaries . . . . . . . . . . .           0
Customers' liability to this bank on acceptances outstanding . .           0
Intangible assets. . . . . . . . . . . . . . . . . . . . . . . .           0
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . .         726
                                                                      ------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . .       6,620
                                                                      ======

LIABILITIES

Deposits:

In domestic offices. . . . . . . . . . . . . . . . . . . . . . .           0
  Noninterest-bearing. . . . . . . . . . . . . . . . .        0
  Interest-bearing . . . . . . . . . . . . . . . . . .        0
In foreign offices and Edge subsidiary . . . . . . . . . . . . .           0
  Noninterest-bearing. . . . . . . . . . . . . . . . .        0
  Interest-bearing . . . . . . . . . . . . . . . . . .        0
Federal funds purchased and securities sold under
  agreements to repurchase in domestic offices of the
  bank and of its Edge subsidiary. . . . . . . . . . . . . . . .           0
Demand notes issued to the U.S. Treasury and Trading 
  Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . .           0
Other borrowed money . . . . . . . . . . . . . . . . . . . . . .           0
Subordinated notes and debentures. . . . . . . . . . . . . . . .           0
Bank's liability on acceptance executed and outstanding. . . . .            0
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . .       3,076

Total liabilities. . . . . . . . . . . . . . . . . . . . . . . .       3,076
                                                                      ------
EQUITY CAPITAL

Perpetual preferred stock and related surplus. . . . . . . . . .           0
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . .         500
Surplus. . . . . . . . . . . . . . . . . . . . . . . . . . . . .         750
Undivided profits and capital reserves/Net unrealized 
  holding gains (losses) . . . . . . . . . . . . . . . . . . . .       2,294
Cumulative foreign currency translation adjustments. . . . . . .           0

Total equity capital . . . . . . . . . . . . . . . . . . . . . .       3,544
                                                                      ------
Total liabilities and equity capital . . . . . . . . . . . . . .       6,620
                                                                      ======

          I, Kevin R. Wallace, Vice President and Comptroller of the above
named bank do hereby declare that this Report of Condition and Income for
this report date have been prepared in conformance with the Instructions
issued by the appropriate Federal regulatory authority and is true to the
best of my knowledge and belief.

                                             Kevin R. Wallace


          We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us and to the
best of our knowledge and belief has been prepared in conformance with the
Instructions issued by the appropriate Federal regulatory authority and is
true and correct.


                                             Lynda A. Vogel
                                             Donald W. Beatty
                                             Stephen Rivero