(To Prospectus dated May 8, 2002)


                                ACTIVISION, INC.

                                  Common Stock


     The stockholders of Activision, Inc. listed in this prospectus supplement
under the section entitled "Selling Stockholders" are offering and selling up to
15,086 shares of Activision's common stock under this prospectus.

     All of the Selling Stockholders acquired their shares of Activision common
stock in connection with Activision's acquisition on March 26, 2002 of Shaba
Games LLC, a California based console software development company. The Selling
Stockholders were all members of Shaba. This prospectus supplement reflects the
release of certain shares of Activision common stock which had been held in
escrow in order to ensure that the representations, warranties and covenants
made by certain of the Selling Stockholders were not breached and to provide a
source of indemnification.

     Activision will not receive any of the proceeds from the sale of shares
being offered by the Selling Stockholders.

     Activision's common stock is traded on the Nasdaq National Market under the
symbol "ATVI." The last reported sale price for the common stock on February 19,
2004 was $20.97 per share.

     No underwriting is being used in connection with this offering of common
stock. The shares of common stock are being offered without underwriting
discounts. The expenses of this registration will be paid by Activision. Normal
brokerage commissions, discounts and fees will be payable by the Selling

     Activision's principal executive offices are located at 3100 Ocean Park
Boulevard, Santa Monica, California 90405, telephone number (310) 255-2000.

     For a discussion of certain matters that should be considered by
prospective investors, see "Risk Factors" starting on page 2 of the Prospectus
dated May 8, 2002.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the shares of common stock offered or
sold under this prospectus or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.

          The date of this Prospectus Supplement is February 23, 2004.

                              SELLING STOCKHOLDERS

         The following table reflects the beneficial ownership by the Selling
Stockholders of an additional 15,086 shares of Activision common stock which are
being released from escrow as described below. This table supplements and must
be read in conjunction with the table set forth in the Prospectus dated May 8,

                                                 Number of Additional
        Name of Selling Stockholder             Shares of Common Stock
        ---------------------------             ----------------------

Christopher Scholz                                      1,508

Zachary Krefting                                        1,508

Richard D'Alosisio                                      1,508

Tom Teuscher                                            1,508

Scott Werner                                            1,508

Gerald T. O'Neil                                        1,508

Scholz Family Trust                                     6,038

Total                                                   15,086

     Activision entered into an agreement and plan of merger (the "Merger
Agreement") with Activision Publishing, Inc., Shaba Acquisition, Inc., Shaba
Games LLC and the Selling Stockholders. The transaction contemplated by the
Merger Agreement was consummated on March 26, 2002.

     An aggregate amount of 68,965 shares of common stock, or approximately
21.05% of the total number of shares of Activision common stock issued in
connection with the merger, have been deposited in an escrow account (the
"Product Escrow Shares"). The Product Escrow Shares are subject to release from
escrow and issuance to the Selling Stockholders upon fulfillment of certain
software program delivery and ranking requirements and certain revenue

     This prospectus supplement reflects the release from escrow of 15,086 of
the Product Escrow Shares as a result of the fulfillment of certain product
delivery and milestone deliverable requirements. We will issue additional
prospectus supplements that reflect any future issuances of the Product Escrow

     Prior to the acquisition of Shaba by Activision, Shaba was a party to
various development agreements with Activision. Other than such contracts and
the fact that the Selling Stockholders were members of Shaba, which became a
wholly owned subsidiary of Activision on March 26, 2002 pursuant to the Merger
Agreement, none of the Selling Stockholders listed above have had a material
relationship with Activision within the past three years.