SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Tippl Thomas

(Last)

(First)

(Middle)

C/O ACTIVISION PUBLISHING, INC.

3100 OCEAN PARK BOULEVARD

(Street)

SANTA MONICA

90405

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACTIVISION INC /NY [ ATVI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO-Activision Publishing

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
03/31/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.00001 per share	03/31/2008		G⁽¹⁾	96,712	D	$0	0	D
Common Stock, par value $0.00001 per share	03/31/2008		G⁽¹⁾	96,712	A	$0	96,712⁽²⁾	I	See footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options	$15.21	03/31/2008		G⁽¹⁾		800,000	⁽⁴⁾	10/03/2015	Common Stock, par value $0.00001 per share	800,000	$0	0	D
Employee Stock Options	$15.21	03/31/2008		G⁽¹⁾	800,000		⁽⁴⁾	10/03/2015	Common Stock, par value $0.00001 per share	800,000	$0	800,000	I	See footnote⁽⁶⁾
Employee Stock Options	$13.61	03/31/2008		G⁽¹⁾		100,000	⁽⁵⁾	04/21/2016	Common Stock, par value $0.00001 per share	100,000	$0	0	D
Employee Stock Options	$13.61	03/31/2008		G⁽¹⁾	100,000		⁽⁵⁾	04/21/2016	Common Stock, par value $0.00001 per share	100,000	$0	100,000	I	See footnote⁽⁶⁾

Explanation of Responses:

1. On March 31, 2008, Mr. Tippl transferred his holdings in the Company's securities to the Thomas and Laura Tippl Family Trust. Mr. and Mrs. Tippl are co-trustees of such trust and share voting and investment power with respect to those securities.

2. Following the transactions reported on this Form 5, Mr. Tippl (through the Thomas and Laura Tippl Family Trust) holds 96,712 restricted shares of the Company's common stock.

3. These shares are held by the Thomas and Laura Tippl Family Trust.

4. The first tranche of 266,667 of these options vests with respect to 20% of the shares on each of October 3, 2006, 2007, 2008, 2009 and 2010. The second tranche of 266,667 of these options vests in full on October 3, 2010, subject to the possible earlier vesting of (a) options with respect to 25% of the shares following fiscal 2007 if the Company were to meet or exceed a corporate operating income target established by the Compensation Committee for such year and (b) options with respect to 35% of the shares following fiscal 2008 if the Company were to meet or exceed a corporate operating income target established by the Compensation Committee for such year. The corporate operating income target was achieved for fiscal 2007, and, accordingly, options with respect to 25% of the shares vested on May 15, 2007. The third tranche of 266,666 of these options vests on October 3, 2010.

5. These options vest in full on April 1, 2010, subject to the possible earlier vesting of (a) options with respect to 25% of the shares following fiscal 2007 if the Company were to meet or exceed a corporate operating income target established by the Compensation Committee for such year and (b) options with respect to 35% of the shares following fiscal 2008 if the Company were to meet or exceed a corporate operating income target established by the Compensation Committee for such year. The corporate operating income target was achieved for fiscal 2007, and, accordingly, options with respect to 25% of the shares vested on May 15, 2007.

6. These options are held by the Thomas and Laura Tippl Family Trust.

Remarks:

	/s/ Thomas Tippl	05/15/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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