<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>may_3-424b3.txt
<DESCRIPTION>ACTIVIVISION\2005\MAY 3 424B3
<TEXT>
                                                Filed Pursuant to Rule 424(b)(3)
                                                     Registration No. 333-101304

                                ACTIVISION, INC.

                            SUPPLEMENT TO PROSPECTUS

                              DATED AUGUST 5, 2003

     This Prospectus Supplement should be read in conjunction with the
Prospectus dated August 5, 2003 (the "Prospectus"), which relates to the
issuance from time to time, in one or more offerings, of up to $250,000,000 of
any combination of certain securities, described in the Prospectus of
Activision, Inc., in connection with our acquisition of the assets, business or
securities of other companies whether by purchase, merger, or any other form of
business combination.

     On April 29, 2005, we acquired Toys For Bob, Inc. pursuant to an Agreement
and Plan of Merger dated as of April 29, 2005 (the "Agreement") among
Activision, Inc., Activision Publishing, Inc., TFB Acquisition, Inc., Toys For
Bob, Inc. and the three shareholders of Toys For Bob, Inc. In accordance with
the Agreement and Plan of Merger, TFB Acquisition (a wholly-owned subsidiary of
Activision, Inc.) merged with and into Toys For Bob, Inc., and as a result of
the merger, Toys For Bob, Inc. became a wholly-owned subsidiary of Activision.

     Upon completion of the merger, each shareholder of Toys For Bob, Inc.
common stock received cash, and upon the achievement of certain criteria with
respect to sales of certain video game products over a certain period time, each
such shareholder will receive his pro rata share of up to an aggregate of
116,279 shares of Activision common stock, par value $.000001 per share, as
contingent consideration. The total value of the shares which may be distributed
as contingent consideration is $1,750,000. On May 2, 2005, the closing sale
price of our common stock as reported by Nasdaq was $14.72 per share.

     The dollar amount of Toys For Bob, Inc.'s revenues and assets are not
significant to our financial condition and results of operations, and the
116,279 shares that may be issued the shareholders of Toys For Bob, Inc. in this
transaction, upon the achievement of certain sales targets, represents less than
1% of our issued and outstanding common stock.

     This prospectus supplement is not complete without, and may not be
delivered or used, except in connection with, Activision's Prospectus dated
August 5, 2003, including any amendments or supplements to that Prospectus.

                   The date of this Prospectus is May 3, 2005.
</TEXT>
</DOCUMENT>