PROSPECTUS SUPPLEMENT
                      (To Prospectus dated June 13, 2002)

                                 492,636 Shares

                                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
31,149 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 May 20, 2002 of Z-Axis,
Ltd., a Nevada based console software development company. The Selling
Stockholders were all principal shareholders of Z-Axis. 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 March 10,
2003 was $14.72 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
Stockholders.

     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 3 of the Prospectus
dated June 13, 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 March 11, 2003.

                              SELLING STOCKHOLDERS

     The following table reflects the beneficial ownership by the Selling
Stockholders of an additional 31,149 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 June 13,
2002.



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

Luntz Family Revocable Trust                            24,608

Irving Luntz                                             4,049

Robert E. Meldman                                        2,492

Total                                                   31,149


     Activision entered into an agreement and plan of merger (the "Merger
Agreement") with Activision Publishing, Inc., Record Time Acquisition, Inc.,
Z-Axis and the Selling Stockholders. The transaction contemplated by the Merger
Agreement was consummated on May 20, 2002.

     Pursuant to an escrow agreement an aggregate of 31,149 shares of common
stock, or approximately 9.1% of the total number of shares of Activision common
stock issued in connection with the merger, were deposited in an escrow account
in connection with the transaction (the "Escrow Shares"). The Escrow Shares were
deposited in order to ensure that the representations, warranties and covenants
by the Selling Stockholders under the Merger Agreement were not breached and in
order to provide a source of indemnification to Activision pursuant to the
Merger Agreement. The Escrow Shares are subject to release from escrow upon the
expiration of the escrow period set forth in the escrow agreement and are to be
issued to the Selling Stockholders to the extent not used for indemnification.
In addition, an aggregate amount of 93,446 shares of common stock, or
approximately 27.27% 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
requirements.

     This prospectus supplement reflects the release from escrow of all of the
Escrow Shares as a result of the expiration of the escrow period. We will issue
additional prospectus supplements that reflect any future issuances of the
Product Escrow Shares.

     Prior to the acquisition of Z-Axis by Activision, Z-Axis was a party to
various development agreements with Activision. Other than such contracts and
the fact that the Selling Stockholders were stockholders of Z-Axis, which became
a wholly owned subsidiary of Activision on May 20, 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.