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) December 16, 2004
                               (December 16, 2004)

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

      Delaware                        0-12699                   95-4803544
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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)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

/_/  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

/_/  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

/_/  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

/_/  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.  Regulation FD Disclosure.

     On December 16, 2004, Activision, Inc. issued a press release announcing
revised net revenue and diluted earnings per share guidance for the third fiscal
quarter of fiscal year 2005. The press release is attached hereto as Exhibit

Item 9.01.  Financial Statements and Exhibits.

     (c)  Exhibits

          99.1 Press Release of the Company, dated December 16, 2004.


     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: December 16, 2004

                                ACTIVISION, INC.

                                By:/s/ Ronald Doornink
                                    Name:   Ronald Doornink
                                    Title:  President


                                                                    Exhibit 99.1

                           Bill Chardavoyne
                           Chief Financial Officer
                           (310) 255-2229

                           Kristin Mulvihill Southey
                           Vice President, Investor Relations
                           (310) 255-2635

                           Maryanne Lataif
                           Vice President, Corporate Communications
                           (310) 255-2704


                  -Third quarter net revenue outlook increases
                       from $500 million to $615 million-

        - Third quarter diluted EPS outlook grows from $0.49 to $0.55 -

Santa Monica, CA - December 16, 2004 - Activision, Inc. (Nasdaq: ATVI) announced
today that based on better than expected consumer response to its holiday slate
and catalogue titles, as well as the strength of its distribution and value
divisions, the company is raising its net revenue and diluted earnings per share
outlook for the third fiscal quarter, ending December 31, 2004.

For the fiscal third quarter, Activision expects record earnings per diluted
share of $0.55 on net revenues of $615 million, an increase from the company's
prior earnings outlook of $0.49 per diluted share on net revenues of $500
million. For the full fiscal year 2005, Activision expects earnings per diluted
share of $0.81 on net revenues of $1.265 billion.

Robert Kotick, Chairman and CEO, Activision, Inc., said, "Our holiday releases
and catalogue titles continue to perform well worldwide on all major platforms,
and we now have nine games that have shipped in excess of one million units."

Kotick continued, "According to NPD Funworld, Tony Hawk's Underground 2 was the
#4 best-selling game in aggregate across all platforms and X-Men Legends was the
#8 best-selling game in aggregate across all platforms for the months of October
and November combined in the U.S. Additionally, Spider-Man 2 for the Nintendo DS
was the #1 best-selling third-party title and Call of Duty: Finest Hour was the
#10 best-selling game across all platforms for the month of November."

Headquartered in Santa Monica, California, Activision, Inc. is a leading
worldwide developer, publisher and distributor of interactive entertainment and
leisure products. Founded in 1979, Activision posted net revenues of $948
million for the fiscal year ended March 31, 2004.

Activision maintains operations in the U.S., Canada, the United Kingdom, France,
Germany, Italy, Japan, Australia, Scandinavia, Spain and the Netherlands. More
information about Activision and its products can be found on the company's
World Wide Web site, which is located at www.activision.com.

The statements made in this press release that are not historical facts are
"forward-looking statements". These forward-looking statements are based on
current expectations and assumptions that are subject to risks and
uncertainties. The Company cautions readers of this press release that a number
of important factors could cause Activision's actual future results to differ
materially from those expressed in any such forward-looking statements. Such
factors include, without limitation, product delays, retail acceptance of our
products, industry competition, rapid changes in technology and industry
standards, protection of proprietary rights, maintenance of relationships with
key personnel, vendors and third-party developers, international economic and
political conditions, integration of recently acquired subsidiaries and
identification of suitable future acquisition opportunities.

These important factors and other factors that potentially could affect the
Company's financial results are described in our filings with the Securities and
Exchange Commission, including the Company's most recent Annual report on Form
10-K and Quarterly Report on Form 10-Q. Readers of this press release are
referred to such filings. The Company may change its intention, belief or
expectation, at any time and without notice, based upon any changes in such
factors, in the Company's assumptions or otherwise. The Company undertakes no
obligation to release publicly any revisions to any forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.