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) July 28, 2005
                                                         (July 28, 2005)

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

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                 (State or Other Jurisdiction of Incorporation)

             0-12699                                    95-4803544
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       (Commission File Number)                       (IRS Employer
                                                    Identification No.)

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

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

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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 2.02   Results of Operations and Financial Condition.

     On July 28, 2005, Activision, Inc. (the "Company") issued a press release
announcing its financial results for the fiscal quarter ended June 30, 2005. A
copy of the press release is attached hereto as Exhibit 99.1.

     The information in this Form 8-K and the Exhibit attached hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.

Item 9.01   Financial Statements and Exhibits.

     (c)  Exhibits

          99.1  Press Release of the Company, dated July 28, 2005.


     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                ACTIVISION, INC.

                                By:/s/ Michael Griffith
                                    Name:   Michael Griffith
                                    Title:  President

Date: July 28, 2005

                                 EXHIBIT INDEX

Exhibit Number      Description
- --------------      -----------
99.1                Press Release of Activision, Inc., dated July 28, 2005.

                                                                    Exhibit 99.1

                  Contacts:      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



                        - Q1 Net Revenues Increase 14% -
            - To Date Three Games Ship More Than One Million Units -
              -Company Increases Financial Outlook For Fiscal 2006-

     Santa Monica, CA -- July 28, 2005 -- Activision, Inc. (Nasdaq: ATVI) today
announced financial results for the first fiscal quarter ended June 30, 2005.

     Net revenues were a record $241.1 million as compared to net revenues of
$211.3 million reported for the first quarter last fiscal year. Net loss for the
first fiscal quarter was $3.6 million, as compared with net income of $12.0
million for the previous first quarter. Loss per share was $0.02, as compared
with $0.06 earnings per diluted share reported for the same period last year.

     Robert A. Kotick, Chairman and CEO of Activision, stated, "Fiscal 2006 is
off to a strong start. To date DOOM 3(TM), Madagascar(TM) and Fantastic 4(TM)
each have shipped in excess of one million units. During the quarter, we
continued to strengthen our business. With $786 million in cash and short-term
investments, one of the industry's strongest balance sheets and a strong product
development slate, we have entered fiscal year 2006 with numerous competitive


     Kotick continued, "We remain focused on our big propositions and intend to
continue leveraging our increasing portfolio of franchises. Our production
strategy centers around developing games based on proven, predictable brands.
This strategy should enable us to grow our revenues, earnings and operating
margin as we have over the past five years."

Business Highlights

     Activision's results were driven by strong global consumer response to its
new products across all platforms. During the quarter, the company released DOOM
3 for the Xbox(R) video game system, DOOM 3: Resurrection of Evil(TM) for the
PC, Madagascar for the PlayStation(R) 2 computer entertainment system, Xbox
video game system, Nintendo(R) GameCube(TM), PC, Nintendo Game Boy(R)
Advance(TM) and Nintendo DS and Fantastic 4 for the PlayStation 2 computer
entertainment system, Xbox video game system, Nintendo GameCube, PC and Nintendo
Game Boy Advance. Additionally, Activision shipped LucasArts' Star Wars(R):
Episode III Revenge of the Sith(TM) for the PlayStation 2 computer entertainment
system and Xbox video game system in Europe.

     Other highlights include:

     o    According to NPD Funworld, DOOM(R) Collector's Edition was the #1
          best-selling video game in the U.S. on the Xbox platform for the month
          of April. Additionally, Madagascar was the #1 best-selling children's
          title and the #2 selling game across all platforms for the month of

     o    On May 3, 2005, Activision announced that it acquired game developer
          Toys For Bob. Activision has worked with Toys For Bob since 2002, most
          recently on Madagascar, which is based on DreamWorks Animation's
          feature film.

     o    On May 25, Activision announced that it acquired game developer
          Beenox, Inc. The acquisition further bolsters Activision's internal
          development capabilities by providing it with a foothold in the
          Canadian province of Quebec, one of the fastest growing development
          talent pools in North America.

     o    On June 9, Activision announced a strategic alliance with Harrah's
          Entertainment, Inc. to develop and publish video games based on the
          popular World Series of Poker Tournament.


     o    On June 16, Activision named Michael Griffith as President and Chief
          Executive Officer of Activision Publishing, Inc. In his new role,
          Griffith will assume responsibility for Activision Publishing's
          operational management including its studio, publishing and corporate
          activities. A 24-year veteran of Procter & Gamble, Griffith, brings an
          exceptionally well-balanced blend of management leadership and sales
          and marketing experience to Activision Publishing.

     o    Activision previously reported that on July 11, 2003, the Securities
          and Exchange Commission commenced a non-public investigation entitled
          "In the Matter of Certain Video Game Manufacturers and Distributors".
          Activision recently was advised by the staff of the Securities and
          Exchange Commission that Activision is no longer a subject of this
          investigation and the matter is closed with regard to Activision.

     Looking ahead to the second quarter, Activision's slate will be driven by
the U.S. launches of Ultimate Spider-Man(TM) for the PlayStation 2 computer
entertainment system, Xbox video game system, Nintendo GameCube, PC, Nintendo
Game Boy Advance and Nintendo DS and X-Men Legends II: Rise of Apocalypse(TM)
for the PlayStation 2 computer entertainment system, Xbox video game system,
Nintendo GameCube and PC; and the worldwide launch of World Series of Poker(R)
for the PlayStation 2 computer entertainment system, Xbox video game system,
Nintendo GameCube and PSP. Additionally, the company will release Spider-Man
2(TM) the game and Tony Hawk's Underground 2 Remix in Europe timed to the launch
of the PSP.

Company Outlook

     Activision increased its financial outlook for fiscal 2006 to $1.47 billion
in net revenues and earnings per diluted share of $0.69. For the second quarter
of the fiscal year 2006, the company expects net revenues of $200 million and a
loss per share of $0.10. For the third quarter, it expects net revenues of $790
million and earnings per diluted share of $0.69. For the fourth quarter,
Activision expects net revenues of $240 million and earnings per diluted share
of $0.09.


Conference Call

     Today at 4:30 p.m. EDT, Activision's management will host a conference call
and Webcast to discuss its fiscal 2006 first quarter results and outlook for the
remainder of fiscal 2006. The company welcomes all members of the financial and
media communities to visit the "Investor Relations" area of www.activision.com
to listen to the conference call via a live Webcast or to listen to the call
live by dialing into (719) 955-1564 in the U.S.

About Activision

     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 $1.4
billion for the fiscal year ended March 31, 2005.

     Activision maintains operations in the U.S., Canada, the United Kingdom,
France, Germany, Italy, Spain, Japan, Australia, Scandinavia 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.

Note: 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 Reports 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 its forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

                               (Tables to Follow)

(In thousands, except earnings per share data)

                                      Quarter ended June 30,
                                        2005        2004

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

Net revenues                         $241,093    $211,276
Costs and expenses:
 Cost of sales
    - product costs                   136,754      89,088
 Cost of sales
    - software royalties
     and amortization                  14,576      12,283
 Cost of sales
    - intellectual
     property licenses                 20,940      17,648
 Product development                   17,802      21,105
 Sales and marketing                   46,318      41,734
 General and administrative            18,151      13,685
                                     --------    --------

  Total operating expenses            254,541     195,543

Operating income (loss)               (13,448)     15,733
Investment income, net                  7,348       2,112

Income (loss) before
 provision (benefit) for
 income taxes                          (6,100)     17,845
Provision (benefit)
 for income taxes                      (2,515)      5,888
                                     --------    --------

Net income (loss)                    $ (3,585)   $ 11,957
                                     ========    ========

Basic earnings (loss)
 per share                           $  (0.02)   $   0.07
Weighted average
 common shares outstanding            201,856     183,686

Diluted earnings (loss)
 per share                           $  (0.02)   $   0.06
Weighted average
 common shares
 outstanding assuming
 dilution                              201,856    204,539

Share and earnings per share data have been restated to reflect our
four-for-three stock split for shareholders of record as of March 7, 2005,
paid March 22, 2005.

(In thousands)
                                           June 30,      March 31,
                                             2005           2005
                                        -------------   -------------
 Current assets:
   Cash, cash equivalents and
     short-term investments             $  785,899      $  840,864
   Accounts receivable, net                 94,804         109,144
   Inventories                              45,136          48,018
   Software development                     97,825          73,096
   Intellectual property licenses           14,336          21,572
   Deferred income taxes                     8,568           6,760
   Other current assets                     23,237          23,010
                                        ----------      ----------
     Total current assets                1,069,805       1,122,464
                                        ==========      ==========

   Software development                      9,764          18,518
   Intellectual property licenses           20,605          14,154
   Property and equipment, net              31,911          30,490
   Deferred income taxes                    35,536          28,041
   Other assets                              1,299           1,635
   Goodwill                                 98,527          91,661
                                        ----------      ----------
     Total assets                       $1,267,447      $1,306,963
                                        ==========      ==========

 Current liabilities:
   Accounts payable                     $   65,447      $  108,984
   Accrued expenses                         88,558          98,067
                                        ----------      ----------
     Total current liabilities             154,005         207,051
                                        ----------      ----------
   Other liabilities                            93               -
                                        ----------      ----------
     Total liabilities                     154,098         207,051
                                        ==========      ==========

 Shareholders' equity:
   Common stock                                  -               -
   Additional paid-in capital              764,560         741,680
   Retained earnings                       343,029         346,614
   Treasury stock                                -               -
   Accumulated other
    comprehensive income                     7,743          11,618
   Unearned compensation                    (1,983)              -
                                        ----------      ----------
     Total shareholders' equity          1,113,349       1,099,912
                                        ----------      ----------
     Total liabilities and
       shareholders' equity             $1,267,447      $1,306,963
                                        ==========      ==========

ACTIVISION, INC. AND SUBSIDIARIES FINANCIAL INFORMATION For the Quarter Ended June 30, 2005 and 2004 (Amounts in thousands) Percent Increase Quarter Ended (Decrease) June 30, 2005 June 30, 2004 Amount % of Total Amount % of Total Geographic Revenue Mix United States $112,320 47% $125,191 59% -10% International 128,773 53% 86,085 41% 50% -------- ---- -------- ---- ----- Total net revenues $241,093 100% $211,276 100% 14% ======== ==== ======== ==== ===== Activity/Platform Mix Publishing: Console $142,362 59% $119,127 56% 20% Hand-held 25,331 10% 18,430 9% 37% PC 25,858 11% 24,095 12% 7% -------- ---- -------- ---- ----- Total publishing $193,551 80% $161,652 77% 20% ======== ==== ======== ==== ===== Distribution: Console $ 38,088 16% $ 39,194 18% -3% Hand-held 3,908 2% 3,655 2% 7% PC 5,546 2% 6,775 3% -18% -------- ---- -------- ---- ----- Total distribution $ 47,542 20% $ 49,624 23% -4% -------- ---- -------- ---- ----- Total net revenues $241,093 100% $211,276 100% 14% ======== ==== ======== ==== =====
ACTIVISION, INC. AND SUBSIDIARIES FINANCIAL INFORMATION For the Quarter Ended June 30, 2005 and 2004 Quarter Ended Quarter Ended June 30, 2005 June 30, 2004 Publishing Net Revenues PC 14% 15% - ------------------------------------ ----------- ------------ Console 73% 74% - ------------------------------------ ----------- ------------ Sony PlayStation 2 34% 42% Microsoft Xbox 34% 16% Nintendo GameCube 5% 15% Sony PlayStation 0% 1% Hand-held 13% 11% - ------------------------------------ ----------- ------------ Game Boy Advance 8% 11% Nintendo Dual Screen 3% 0% PlayStation Portable 2% 0% - ------------------------------------ ----------- ------------ Total publishing net revenues 100% 100% ====================================== =========== ============