Filed Pursuant to Rule 424(b)(3)
                                                   Registration No. 333-56879


                              ACTIVISION, INC.

                                Common Stock


          This Prospectus relates to 161,117 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 Software") of a warrant
to purchase 150,000 shares of Common Stock (the "Warrant") pursuant to a
software license agreement and (ii) the issuance by the Company to the
holders of all of the issued and outstanding capital stock of NBG USA, Inc.
("NBG USA"), of 11,117 shares of Common Stock in exchange for all of the
outstanding capital stock of NBG USA owned by such stockholders.

          The Company is a leading international publisher, developer and
distributor of interactive entertainment software.  The Company's products
span a wide range of product genres, including action, adventure, strategy
and simulation, and have included best selling titles such as MechWarrior 2,
Hexen II, Nightmare Creatures, Heavy Gear, Dark Reign, Blood Omen, Pitfall
and Shanghai.  Since its founding in 1979, the Company has published hundreds
of entertainment software products for a variety of personal computer ("PC")
and console systems.  See "The Company."

          The Common Stock is traded in the NASDAQ National Market System
under the symbol "ATVI."  On June 11, 1998,  the last sale price for the
Common Stock as reported on the NASDAQ National Market System was $10.00 per

          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 2.


The date of this Prospectus is June 18, 1998.

                                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;

     The Company's quarterly operating results have varied significantly in
the past and will likely vary significantly in the future 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.  In particular, during the past few fiscal years the
Company's operating results for the quarters ended June 30 have been less
favorable than in other quarters as a result of the release of fewer new
products during the June 30 quarters in accordance with the Company's product
release schedules.  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.  Many of the costs incurred by the Company
to produce and sell its products are expensed as such  costs are 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
production and sales 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 and net income 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 and net
income in other quarters are generally lower and vary significantly as a
result of new product introductions and other factors.  The Company expects
its net revenues and operating results to continue to reflect significant

Dependence On New Product Development; Product Delays

     The Company's future success depends in part 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.

Reliance on Third Party Developers and Independent Contractors

     The percentage of products published by the Company that are developed
by independent third party developers has increased over the last several
fiscal years.  From time to time, the Company also utilizes independent
contractors for certain aspects of internal product development and
production.  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 poor quality of such work may result in product
delays.  Although the Company intends to continue to rely in part on products
that are developed primarily by its own employees, the Company's ability to
grow its business and its future operating results will depend, in
significant 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.  During fiscal 1997, two titles accounted for
approximately 23% and 16% respectively, of the Company's consolidated net
revenues.  During fiscal 1998, two other titles accounted for approximately
24% and 9% respectively, of the Company's consolidated net revenues.  The
Company anticipates that a limited number of products will continue to
produce a disproportionate amount of revenues.  Due to this dependence on a
limited number of products, the failure of one or more of the Company's
principal new releases to achieve anticipated results may have a material
adverse effect on the Company's business, operating results and financial

     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

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 98, 
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

     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.  

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 PC 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.

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, LucasArts, Microsoft, Sega, Nintendo,
Sony, Cendant, GT Interactive, Broderbund, Midway, Interplay, Virgin and
Eidos, 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 increases, 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.

Dependence on Distributors and Retailers; 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.  

     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 retailer or other wholesale purchaser 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
retailers and other wholesale purchasers.  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.

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 enters into term employment agreements with many of its
skilled employees and certain 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.

Risks Associated With International Operations; Currency Fluctuations

     International sales and licensing accounted for 23%, 58% and 67% of the
Company's total revenues in the fiscal years 1996, 1997 and 1998,
respectively.  The Company intends to continue to expand its direct and
indirect sales, marketing and localization 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.

Risks Associated with Acquisitions

     The Company is integrating the operations of its recently acquired
CentreSoft and NBG subsidiaries with its previously existing European
operations.  This process, as well as the process of managing two significant
new international operations, will require substantial management time and
effort and could divert the attention of management from other matters.  In
addition, there is a risk of loss of key employees, customers and vendors of
the recently acquired operations as well as existing operations as this
process is implemented.  There is no assurance that the Company will be
successful in integrating these operations or that, if the operations are
combined, there will not be adverse effects on its business.

     Consistent with its strategy to enhance distribution and product
development capabilities, the Company intends to continue to pursue
acquisitions of companies and intellectual property rights and other assets
that can be purchased or licensed on acceptable terms and which the Company
believes can be operated or exploited profitably.  Some of these transactions
could be material in size and scope.  While the Company will continually be
searching for appropriate acquisition opportunities, there can be no
assurance that the Company will be successful in identifying suitable
acquisitions.  If any potential acquisition opportunities are identified,
there can be no assurance that the Company will consummate such acquisitions
or if any such acquisition does occur, that it will be successful in
enhancing the Company's business or be accretive to the Company's earnings. 
As the entertainment software business continues to consolidate, the Company
faces significant competition in seeking acquisitions and may in the future
face increased competition for acquisition opportunities, which may inhibit
its ability to complete suitable transactions.  Future acquisitions could
also divert substantial management time, could result in short term
reductions in earnings or special transaction or other charges and may be
difficult to integrate with existing operations or assets.

     The Company may, in the future, issue additional shares of Common Stock
in connection with one or more acquisitions, which may dilute its
shareholders.  Additionally, with respect to most of its future acquisitions,
the Company's shareholders may not have an opportunity to review the
financial statements of the entity being acquired, or to evaluate the
benefits of the intellectual property rights being purchased or licensed, or
to vote on any such acquisitions.

Risk of CentreSoft Vendor Defections; Vendor Concetration

     The Company's recently acquired CentreSoft subsidiary performs software
distribution services in the United Kingdom and, via export, in other
European territories for a variety of entertainment software publishers, many
of which are competitors of the Company.  These services are generally
performed under limited term contracts, some of which provide for
cancellation in the event of a change of control.  While the Company expects
to use reasonable efforts to retain these vendors, there can be no assurance
that the Company will be successful in this regard.  The cancellation or non-
renewal of one or more of these contracts could have a material adverse
effect on the Company's business, operating results and financial condition. 
Three of CentreSoft's vendors accounted for 38.2%, 11.8% and 11.1%,
respectively, of CentreSoft's net revenues in fiscal year 1998.  The net
revenues from these vendors represented 17.9%, 5.5% and 5.2%, respectively,
of total net revenues of the Company.

                                 THE COMPANY

     Activision is a leading international publisher, developer and
distributor of interactive entertainment software. The Company's products
span a wide range of product genres, including action, adventure, strategy
and simulation, and have included best selling titles such as MechWarrior 2,
Hexen II, Nightmare Creatures, Heavy Gear, Dark Reign, Blood Omen, Pitfall
and Shanghai. Since its founding in 1979, the Company has published hundreds
of entertainment software products for a variety of personal computer and
console platforms.

     The Company currently focuses its publishing, development and
distribution efforts on products designed for PCs, the Sony PlayStation
console system and the Nintendo 64 console system.  

     The Company's strategy includes the following elements:

     Publish high quality titles.  The Company seeks to differentiate its
titles through the highest quality production values and superior gaming
play, supported by comprehensive trade and consumer marketing programs
coordinated with product releases.  Accordingly, the Company must support the
development, production, acquisition and marketing of its titles with the
resources necessary to create best selling products.  In order to reduce the
financial risks associated with the higher development and marketing budgets
required to support this strategy, the Company pursues a combination of 
internally and externally developed titles; between products based on proven
technology and newer technology; and between PC and console products.

     Focus on franchise properties.  The Company focuses its publishing and
developing activities principally on titles that are, or have the potential
to become, franchise properties with sustainable consumer appeal and brand
recognition.  These titles can thereby serve as the basis for sequels,
prequels, mission packs and other add-ons and related new titles that can be
released over an extended period of time.  The Company believes that the
publishing and distribution of products based in large part on franchise
properties will enhance revenue predictability.  The Company currently is
publishing products based on several franchise properties, including Quake,
Hexen, Zork, Pitfall and Shanghai.  The Company also has rights to several
other properties that it believes may have franchise value, including Heavy
Gear, Dark Reign, Battlezone, Heretic, Nightmare Creatures, Asteroids, and
Jack Nicklaus Golf.  

     Expand direct distribution capabilities.  In North America, the
Company's products are sold primarily on a direct basis to major computer and
software retailing organizations, consumer electronic stores and discount
warehouses.  In international territories, the Company's products are sold
both direct to retail and through third party distribution and licensing
arrangements.  In order to maximize the revenues to be generated by each of
its products, the Company is expanding its worldwide direct distribution
capabilities.  The Company believes that a dedicated internal sales force and
direct distribution to retailers provide significant competitive advantages,
including the ability to compete more effectively for shelf space, to create
additional point-of-sale promotional opportunities, to more properly manage
inventory levels, and to increase margins by eliminating third party
distributors.  Consistent with this strategy, the Company has concluded
several acquisitions in the past six months in an effort to bolster its
direct distribution capabilities in international markets.

     Continue to grow original equipment manufacturer ("OEM") revenues.  The
Company also generates significant revenue throughout the world as a result
of arrangements with OEMs, in which the Company's titles are sold together
with hardware or peripheral devices manufactured by the OEM.  The Company
believes that OEM bundle arrangements expand the distribution of its titles
to a broader and more diverse audience, and it intends to continue
aggressively  pursuing these arrangements.

     Enhance Product Flow.  In order to expand the Company's library of
titles, intellectual property rights and talent base, the Company is actively
engaged in the exploration of acquisition opportunities in the software
development business.  Consistent with this strategy, in August 1997 the
Company acquired Raven Software Corporation ("Raven"), an entertainment
software developer based in Madison, Wisconsin that has created numerous best
selling titles, including Heretic, Hexen: Beyond Heretic and Hexen II.  In
addition, in order to create a closer relationship with independent
developers, the Company from time to time makes investments and acquires
minority equity interests in independent developers at the same time as it
acquires publishing rights to the developers' products.

     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 the United Kingdom, France,
Germany Japan, Australia and Madison, Wisconsin.  The Company's World Wide
Web home page is located at

                               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 $10.38 per share,
or aggregate proceeds, assuming the Warrant is fully exercised, of
$1,557,000.  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
9, 1998, and the number of shares of Common Stock being offered by this

                    Beneficial Ownership of Common Stock
     Name and            Prior to the Offering               Number of
    Address of      ------------------------------------      Shares of
     Selling                                Percentage      Common Stock
  Stockholder        Number of Shares       of Class(2)     Being Offered
- -----------------   ------------------    --------------    -------------

Id Software, Inc.
18601 LBJ Freeway #615
Mesquite, Texas  75150       300,000          1.5%*            150,000

Stefan Plambeck                                                       
2006 Marshall Avenue
St. Paul, MN 55104             8,226           (1)               8,226

Detlef Erhardt                                                        
Fasanweg 3
GERMANY                      132,914           (1)               1,390

Ingrid Herrmann                                                       
Fasanweg 3
GERMANY                      132,914           (1)               1,390

Jim Harries                                                           
3720 18th Avenue South                   
Minneapolis, MN                  111           (1)                 111

All Selling Stockholders
  as a group                 574,165          3.0%*            161,117
*    Assumes complete exercise of the Warrant owned by id Software and other
     warrants owned by id Software to purchase a total of 300,000 shares of
     Common Stock.
(1)  Less than 1%.
(2)  Percentages are based on 19,016,915 shares of Common Stock that were
     issued and outstanding as of May 31, 1998.

     The Company has entered into a series of license agreements with id
Software pursuant to which the Company has been granted the right to
distribute certain of id Software's entertainment software products and has
entered into a share exchange agreement (the "NBG USA Share Exchange
Agreement") with all of the holders of the outstanding capital stock of NBG
USA.  The acquisition of NBG USA was related to the acquisition in November
1997 of NBG Germany and Target, companies previously owned by Mr. Erhardt and
Ms. Herrmann .  Other than such contracts, none of the Selling Stockholders
has had a material relationship with the Company within the past three years.

     The transaction contemplated by the NBG USA Share Exchange Agreement was
consummated on March 12, 1998.  Pursuant to the NBG USA Share Exchange
Agreement, the NBG USA Selling Stockholders agreed not to sell, pledge, gift,
hypothecate or otherwise dispose of shares of Common Stock received in the
transaction until the issuance by the Company of its first earnings press
release including at least thirty days of combined operations of the Company
and NBG USA.

     In order to ensure that the representations, warranties and covenants
made by the NBG USA stockholders under the NBG USA Share Exchange Agreement
are not breached, and in order to provide a source of indemnification to the
Company pursuant to such agreement, the former NBG USA stockholders deposited
in escrow pursuant to a warranty escrow agreement a total of 1,112 shares of
Common Stock, to be held until the earlier of (i) the date on which the first
audited results of the combined enterprises' financial statements are
published, (2) March 12, 1999, or (3) the date set forth in a joint written
direction executed by the Company and the former NBG USA stockholders.

                        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 May 31, 1998,
approximately 19,016,915 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 June 
   , 1998, 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 above.

     All expenses of registration of the Common Stock (other than commissions
and discounts of underwriters, dealers or agents), estimated to be
approximately $8,500, 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 have been passed upon for the Company by Robinson Silverman
Pearce Aronsohn & Berman LLP, New York, New York.


     The consolidated financial statements and financial statement schedule
of the Company and its subsidiaries as of March 31, 1998 and 1997 and for
each of the years in the three year period ended March 31, 1998, 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
(  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

     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.


     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, 1998, which contains audited consolidated balance sheets of the Company
and subsidiaries as of March 31, 1998 and 1997, and related consolidated
statements of operations, changes in shareholders' equity and cash flows for
each of the years in the three year period ended March 31, 1998.

     2.  All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since March 31, 1998.

     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

     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).


     Certain statements included or incorporated by reference into this
Prospectus constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995.  All such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the
Company, or industry results, to be materially different from any future
results, performance, or achievements expressed or implied by such forward-
looking statements.  Such factors include the various matters described
herein under "Risk Factors" and various other factors described in the
Company's other filings with the Commission.


     Many computer systems and applications currently use two digits to
define the applicable year.  As a result, date-sensitive systems may
recognize the year 2000 as 1900 or not at all, which could cause
miscalculations or system failures. 

     The Company has assessed its computerized systems to determine their
ability to correctly identify the year 2000 and is devoting the necessary
internal and external resources to replace, upgrade or modify all significant
systems which do not correctly identify the year 2000.  The Company
anticipates that all of its systems will be year 2000 compliant well before
the end of 1999.  In addition, the Company has determined the extent to which
its operations may be affected by the compliance efforts of its significant
suppliers and is taking the necessary steps to minimize the problems.

     Based on current information, the costs of addressing the year 2000
issue have not and are not expected to have a material adverse impact on the
Company's financial position, results of operations or cash flows.



     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

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . 11

Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Documents Incorporated by Reference. . . . . . . . . . . . . . . . . . . . 13

Special Note Regarding Forward-looking Statements. . . . . . . . . . . . . 14

Special Note Regarding the Year 2000 Problem . . . . . . . . . . . . . . . 14





                              ACTIVISION, INC.

                                Common Stock




                                June 18, 1998