ACTIVISION, INC.
                            3100 Ocean Park Boulevard
                         Santa Monica, California 90405
                                 (310) 255-2000
                                                               October 22, 2001

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Application for Withdrawal under Rule 477(a) -
          Activision, Inc. Registration Statement on Form S-3
          (File No. 333-66280) Filed July 30, 2001

Ladies and Gentlemen:

     Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended, Activision, Inc., a Delaware corporation (the "Registrant"), hereby
applies for an order granting the immediate withdrawal of its Registration
Statement on Form S-3, together with all exhibits and amendments thereto,
Commission File No. 333-66280 (the "Registration Statement"). The Registration
Statement was originally filed with the Securities and Exchange Commission (the
"Commission") on July 30, 2001.

     Pursuant to the Registration Statement, the Registrant proposed to register
an aggregate of 6,900,000 shares of its Common Stock, par value $.000001 per
share (the "Shares"), for issuance to the public. Based upon changed
circumstances regarding the securities market, the Registrant has determined at
this time not to pursue the public offering of the Shares pursuant to the
Registration Statement. No securities have been sold under the Registration
Statement.

     Accordingly, we request an order granting the withdrawal of the
Registration Statement be issued by the Commission as soon as possible. It is
our understanding that the request will be deemed granted at the time of this
filing, unless we receive notice from the Commission that the request will not
be granted within 15 days from filing.

     Should you have any questions regarding the foregoing application for
withdrawal, please contact Kenneth L. Henderson, Esq. of Robinson Silverman
Pearce Aronsohn & Berman LLP, our legal counsel in connection with the
Registration Statement, at (212) 541-2275.


                                           Very truly yours,

                                           ACTIVISION, INC.


                                           By: /s/ Brian G. Kelly
                                              ------------------------
                                                 Brian G. Kelly
                                                 Co-Chairman

cc:  Maria Gabriela Bianchini - Securities and Exchange Commission
     Kenneth L. Henderson, Esq.
     Jonathan Marks, Esq.