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) April 29, 1999  
                                                      (April 19, 1999)

                              ACTIVISION, INC.                               
             (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      
        (Former Name or Former Address, if Changed Since Last Report)
- -----------------------------------------------------------------------------


Item 5. Other Events. On April 19, 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 Amended and Restated Agreement and Plan of Merger (the "Amendment"), pursuant to which, among other things, Merger Subsidiary will be merged with and into Expert and Expert will continue as the surviving corporation and as a wholly owned subsidiary of Activision (the "Merger"). The Amendment amended and restated the terms of the Agreement and Plan of Merger, dated as of March 3, 1999, among Activision, Expert and Merger Subsidiary, including, among other things, extending the outside date by which Activision may elect to pay cash consideration to the holders of shares of Expert common stock from March 25, 1999 to April 20, 1999. Pursuant to the Amendment, Activision exercised its right to elect to pay cash consideration to the holders of shares of Expert common stock in lieu of the issuance of shares of Activision common stock by sending written notice to Expert on April 19, 1999 of its election, which notice was agreed to and accepted by Expert. Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits. (c) Exhibits. 2.1 Amended and Restated Agreement and Plan of Merger, dated as of April 19, 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 April 29, 1999). 99.1 Press release issued by Activision and Expert dated April 21, 1999, announcing the execution of the Amended and Restated Agreement and Plan of Merger among Activision, Merger Subsidiary and Expert, and Activision's election to pay all cash consideration to the holders of shares of Expert common stock. 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: April 29, 1999 ACTIVISION, INC. By:/s/ Brian G. Kelly ------------------------------ Name: Brian G. Kelly Title: Co-Chairman

                         Contacts: Maryanne Lataif
                         Activision, Inc.,
                         Vice President, Corporate Communications
                         (310) 255-2704

                         Morgen-Walke Associates
                         Andrea Kaimowitz/Katherine Mittelbusher
                         (212) 850-5600
                         Press: Sheryl Seapy/Amanda Christensen
                         (415) 296-7383

                         Michelle Dominguez
                         Expert Software
                         (305) 569-1310

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

                            ACQUISITION WITH CASH

Santa Monica, CA., Coral Gables, FLA., -- April 21, 1999 -- Activision, Inc.
(Nasdaq: ATVI) and Expert Software (Nasdaq: XPRT) jointly announced today
that in connection with their previously announced pending merger
transaction, the parties have amended the merger arrangement and Activision
will now pay the merger consideration of $2.65 per Expert share solely in

"By finalizing the merger consideration in cash, Activision will be able to
complete the transaction more efficiently and realize the benefits of the
merger sooner," states Ron Doornink, president of Activision, Inc.

Expert Software, Inc. (Nasdaq: XPRT) is a leading developer and publisher of
high-quality, value-priced software.  The company specializes in
sophisticated yet easy-to-use programs addressing a broad array of everyday
consumer interests, including entertainment, education, lifestyle,
productivity and small office/home office.  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 caution readers of this press
release that a number of important factors could cause either Expert's or
Activision'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 Form 10-Q, which have
been filed with the United States Securities and Exchange Commission. 
Readers of this press release are referred to such filings.