Room 4561
September 14, 2005

Mr. Robert A. Kotick
Chief Executive Officer
Activision, Inc.
3100 Ocean Park Blvd.
Santa Monica, California 90405

      Re:	Activision, Inc.
      Form 10-K for the Fiscal Year Ended March 31, 2005
		Filed June 9, 2005
		Form 10-Q for the Fiscal Quarter Ended June 30, 2005
		Filed August 4, 2005
		Schedule 14-A
      Filed July 29, 2005
      File No. 1-15839

Dear Mr. Kotick,

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  Where indicated, we
think you should revise your document in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.







Form 10-K for the Fiscal Year Ended March 31, 2005

Item 7. MD&A of Financial Condition and Results of Operations

Critical Accounting Policies, page 26

1. We note that you apply certain critical accounting policies
that
have materially affected your financial results due to changes in
the
underlying estimates and assumptions.  For example, we note that
your
results have recently been materially affected by estimates
related
to sales returns, price protection and the recoverability of
software
development costs.   Please tell us how you considered disclosing
how
accurate your estimates/assumptions have been in the past, how
much
the estimates/assumptions have changed, and whether your
estimates/assumptions are reasonably likely to change in the
future.
Address how you have analyzed your estimates/assumptions` specific
sensitivity to change and whether you have provided appropriate
quantitative information that is reasonably available.  Refer to
Section V of SEC Release 33-8350 for further guidance.

Item 8.  Consolidated Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Software Development Costs, page F-8

2. You disclose that capitalized software development costs for
products that are cancelled or abandoned are charged to product
development expense in the period of cancellation.  Please explain
to
us your basis for classifying these impairment charges as product
development expenses.  In addition clarify for us whether this
policy
differentiates between products that have been cancelled during
development and those that are abandoned after release and whether
charges related to products that have already been released are
classified as costs of sales.

Note 18. Quarterly Financial and Market Information (Unaudited),
page
F-35

3. We note that you do not disclose gross profit information under
this note.  Please tell us how you have considered the disclosure
requirements of Item 302(a)(1) of Regulation S-K.

Item 9A. Controls and Procedures, page 57

4. You state that an internal control system "can provide only
reasonable, not absolute, assurance" that the objectives of the
control system are met.  Please tell us whether your disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives and whether your chief executive
officer and chief financial officer concluded that your disclosure
controls and procedures are effective at that reasonable assurance
level.  In addition, explain to us how you complied with the
guidance
in Section II.F.4 of SEC Release 33-8238.

Form 10-Q for the Fiscal Quarter Ended June 30, 2005

Item 2. MD&A of Financial Condition and Results of Operations

Liquidity and Capital Resources

Key Balance Sheet Accounts, page 40

5. You disclose that the increase in your reserves for sales
returns
and price protection during the quarter ended June 30, 2005 was
due
to a "large percentage of catalog inventory in the channel."
Please
explain to us whether these reserve changes related to sales
recorded
during the June quarter or in prior periods.  If the changes
related
to sales recorded in prior periods, please describe to us the
reasons
for these changes in more detail.  In addition, explain to us how
you
concluded that the fees related to the sales recorded during those
prior periods were fixed or determinable at the time of sale.  As
part of your response, address how such changes in reserves affect
your ability to estimate future returns and price protection at
the
time of sale on an ongoing basis.

Schedule 14A filed July 29, 2005

Principal Accountant Fees, page 38

6. We note that your auditors have provided you with a significant
amount of consulting services related to your compliance with
Section
404 of the Sarbanes-Oxley Act of 2002. Please describe these
services
to us and explain how you applied the guidance in Rule 2-01 of
Regulation S-X and Section II.B.3(b) of SEC Release 33-8238.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      You may contact Stathis Kouninis, Staff Accountant, at (202)
551-3476, Mark Kronforst, Senior Staff Accountant, at (202) 551-
3451
or me at (202) 551-3489 if you have any questions regarding these
comments.


							Very truly yours,


							Brad Skinner
						Accounting Branch Chief
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Robert A. Kotick
Activision, Inc.
September 12, 2005
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