Washington, D.C.   20549


                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported) March 9, 1999
                                                       (March 3, 1999)

                              ACTIVISION, INC.
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             (Exact Name of Registrant as Specified in Charter)

            Delaware                   0-12699               94-2606438
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  (State or Other Jurisdiction       (Commission            (IRS Employer
        of Incorporation)           File Number)         Identification No.)

        3100 Ocean Park Blvd., Santa Monica, CA                 90405        
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       (Address of Principal Executive Offices)              (Zip Code)

      Registrant's telephone number, including area code (310) 255-2000

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        (Former Name or Former Address, if Changed Since Last Report)


Item 5. Other Events. On March 3, 1999, Activision, Inc., a Delaware corporation ("Activision"), Expert Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Activision ("Merger Subsidiary"), and Expert Software, Inc., a Delaware corporation ("Expert"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other things, Expert will be merged with and into Merger Subsidiary and will become a wholly owned subsidiary of Activision (the "Merger"). Under the terms of the Merger Agreement, the stockholders of Expert will receive either (i) $2.65 in cash for each share of Expert common stock; (ii) shares of common stock of Activision equal to $2.65 divided by the Activision Per Share Market Value (as defined in the Merger Agreement) for each share of Expert common stock; or (iii) a combination of cash and shares of common stock of Activision. Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits. (c) Exhibits. 2.1 Agreement and Plan of Merger, dated as of March 3, 1999, by and among Activision, Inc., Expert Acquisition Corp. and Expert Software, Inc. (incorporated by reference to Form 8-K of Expert Software, Inc., filed March 9, 1999). 99.1 Press release issued by Activision and Expert dated March 3, 1999, announcing the execution of the Merger Agreement. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 9, 1999 ACTIVISION, INC. By: /s/ Brian G. Kelly ------------------------- Name: Brian G. Kelly Title: President

   Activision and Expert Software Announce Agreement to Merge; Transaction
      Will Catapult Activision into Top Tier of Value Software Business

SANTA MONICA, Calif., and CORAL GABLES, Fla., March 3 /PRNewswire/ -
Activision, Inc., (Nasdaq: ATVI) and Expert Software, Inc. (Nasdaq: XPRT), a
leading developer and publisher of value-priced consumer software, today
jointly announced the execution of a merger agreement pursuant to which
Activision will acquire Expert Software.  The deal furthers Activision's
growth strategy by positioning the company as a top player in the value-
software category, one of the fastest growing segments in the PC interactive
leisure software business.  The agreement follows Activision's acquisition
eight months ago of Head Games Publishing, a leading developer and publisher
of value-priced outdoor sports and lifestyle interactive software products.

Under the terms of the agreement, Expert Software's shareholders will receive
$2.65 per share from Activision for a total transaction value of
approximately $23 million, payable in either stock, cash or a combination of
stock and cash.  The transaction, which will be accounted for as a purchase,
is expected to be completed by June 1999 and is subject to customary closing
conditions including the approval of Expert's shareholders.  Upon completion
of the acquisition, Expert Software will become a wholly owned subsidiary of
Activision, Inc.

"Combining Expert's products with our Head Games line, catalogue titles and
recognizable brands will further establish Activision as a leading player in
the value-priced software business, which according to the International
Development Group has grown by more than 75% in dollars from 1997 to 1998,"
states Ron Doornink, president of Activision, Inc.  "This agreement
reinforces our strategy to capitalize on the tremendous opportunities that
exist for lower-priced PC software and enables us to develop and market
leisure software with recognizable brands at affordable price points to a
mass consumer audience.  Activision will now have a division focused solely
on the consumer, product development process and distribution channels that
are unique to the value business."

"We are very excited to partner with Activision which is committed to
developing a larger value-priced PC software business," added Ken Currier,
Expert's chief executive officer and co-founder.  "By aligning ourselves with
them, we will have the capital, the marketing clout and resources to prosper
in the rapidly consolidating and increasingly competitive market for consumer
software.  Additionally, we believe that combining the popular Expert brands,
which include Bicycle Cards and Sega games, with the Head Games products, as
well as an aggressive exploitation of Activision's substantial library of
titles, will result in a powerful presence in the value-priced market."

Currier continued, "Purchases of quality home PCs priced below $1,000
steadily increased during 1998.  According to research firm PC Data, 66% of
all PCs sold in January 1999 were below $1,000.  We believe that the growing
number of home PC owners worldwide will increase consumer demand for branded,
high-quality, value-priced software titles."

Expert Software's senior management team, including founders Ken and Sue
Currier, have signed long-term employment agreements with Activision.

Headquartered in Coral Gables, Florida, Expert Software, Inc. (Nasdaq: XPRT)
is a leading developer and publisher of high-quality, value-priced software
titles.  The company specializes in sophisticated yet easy-to-use programs
addressing a broad array of everyday consumer interests, including
entertainment, education, lifestyle, personal productivity and small
office/home office.  Most Expert titles are priced under $15 and are
available in more than 25,000 retail locations throughout the world including
computer superstores, office supply stores, warehouse clubs, supermarkets and
drug stores.  Over 27 million units of Expert products have been sold,
including Home Design 3D(R), Landscape Design 3D(R), Diet & Fitness, Resume
Writer, and Casino.  The Expert Software family of brands also includes the
popular Sega PC Collection, and Bicycle(R) Card Games.  Expert Software can
be found on the World Wide Web at http://www.expertsoftware.com.

Headquartered in Santa Monica, California, Activision, Inc. is a leading
worldwide developer, publisher and distributor of interactive entertainment
software for personal computers and advanced console game systems such as the
PlayStation game console and Nintendo 64.  Founded in 1979, Activision posted
revenues of $370 million for the calendar year ended December 31, 1998.

Activision maintains publishing and development operations in the US, Canada,
the United Kingdom, France, Germany, Japan and Australia, and distribution
subsidiaries in the United Kingdom, Germany, The Netherlands and Belgium. 
More information about Activision and its products can be found on the
company's World Wide Web site which is located at http://www.activision.com.

The statements contained in this release that are not historical facts are
"forward-looking statements."  The companies cautions readers of this press
release that a number of important factors could cause either Activision's or
Expert's actual future results to differ materially from those expressed in
any such forward-looking statements.  These important factors, and other
factors that could affect Activision and Expert, are described in
Activision's Annual Report on Form 10-K for the fiscal year ended March 31,
1998, and Expert's Form 10K and Quartelry Reports on 10-Q, which have been
filed with the United States Securities and Exchange Commission.  Readers of
this press release are referred to such filings.