September 18, 2006

Via U.S. Mail and Facsimile

Michael Griffith
Chief Executive Officer
Activision, Inc.
3100 Ocean Park Blvd.
Santa Monica, CA 90405

RE:		Activision, Inc.
		Form 10-K for the fiscal year ended March 31, 2006
		File No. 0-12699

Dear Mr. Griffith:

      We have limited our review of your Form 10-K for the fiscal
year ended March 31, 2006, to disclosures relating to your
contacts
with countries that have been identified as state sponsors of
terrorism.  Our review with respect to this issue does not
preclude
further review by the Assistant Director group with respect to
other
issues.  At this juncture, we are asking you to provide us with
supplemental information, so that we may better understand your
disclosure.  Please be as detailed as necessary in your response.
After reviewing this information, we may 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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


General -

1. Exhibit 10.60 to your 10-K is a September 27, 2005, agreement
between Sony Computer Entertainment Europe Limited and Activision
UK
Limited licensing core components of a computer entertainment
system.
Schedule 1 to Exhibit 10.60 states that the territory covered by
the
agreement includes Iran and Syria.  In light of the fact that Iran
and Syria have been identified by the U.S. State Department as
state
sponsors of terrorism, and are subject to U.S. economic sanctions
and
export controls, please describe for us the extent and nature of
your
past, current, and anticipated contacts with those countries,
whether
through subsidiaries, licensees or other direct or indirect
arrangements.  Discuss the materiality to you of any contacts with
Iran and Syria, individually and in the aggregate, and advise us
of
your view as to whether those contacts, if any, constitute a
material
investment risk for your security holders.

2. Exhibit 21.1 to the 10-K lists among your principal
subsidiaries
Activision Korea, Ltd., which is incorporated in "Korea."  Please
clarify for us whether this subsidiary is incorporated in North
Korea
or South Korea.  If the subsidiary is incorporated in North Korea,
a
country identified by the U.S. as a state sponsor of terrorism and
subject to U.S. economic sanctions and export controls, please
provide the same type of information regarding your contacts with
North Korea as is requested by comment 1 with respect to your
contacts with Iran and Syria.

3. In your response, please address materiality in quantitative
terms, including the dollar amount of any associated revenues,
assets
or liabilities. Please also address materiality in terms or
qualitative factors that a reasonable investor would deem
important
in making an investment decision, including the potential impact
of
corporate activities upon a company`s reputation and share value.

We note, for example, that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that do business with countries identified as state sponsors of
terrorism.  The Pennsylvania legislature has adopted a resolution
directing its Legislative Budget and Finance Committee to report
annually to the General Assembly regarding state funds invested in
companies that have ties to terrorist-sponsoring countries.  The
Missouri Investment Trust has established an equity fund for the
investment of certain state-held monies that screens out stocks of
companies that do business with U.S.-designated state sponsors of
terrorism.  Your materiality analysis should address the potential
impact of the investor sentiment evidenced by such actions
directed
toward companies that have business contacts with Iran, North
Korea
and Syria.




Closing Comments

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the 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 the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, 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 filings;

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; 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 filings or in response
to
our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review.  You may also contact me at (202) 551-3470.
								Sincerely,


								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Barbara Jacobs
		Brad Skinner
		Division of Corporation Finance
Michael Griffith
Activision, Inc.
September 18, 2006
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE