SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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).

1. Name and Address of Reporting Person^*

MORGADO ROBERT J

(Last)

(First)

(Middle)

3100 OCEAN PARK BLVD

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2005

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 Following Reported Transaction(s) (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)	Code	V	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 $.000001 per share	02/09/2005		M		56,253	A	$4.1111	90,378	D ^{( 1 )}
Common Stock, par value $.000001 per share	02/09/2005		M		11,250	A	$3.4963	101,628	D ^{( 1 )}
Common Stock, par value $.000001 per share	02/09/2005		M		32,497	A	$3.4074	134,125	D ^{( 1 )}
Common Stock, par value $.000001 per share	02/09/2005		S		100,000	D	$23.06	34,125	D ^{( 1 )}

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)	Code	V	(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)
Director Warrants	$4.1111	02/09/2005		M			56,253	^{( 2 )}	02/27/2007	Common Stock	56,253	$0	0	D
Director Stock Options	$3.4963	02/09/2005		M			11,250	^{( 3 )}	02/27/2007	Common Stock	11,250	$0	0	D
Director Stock Options	$3.4074	02/09/2005		M			32,497	^{( 4 )}	12/11/2008	Common Stock	32,497	$0	18,128	D

Explanation of Responses:

1. In June 2003, the Reporting Person transferred all shares of Common Stock owned by the Morgado Family Partnership (which the Reporting Person reported as indirectly owning) into direct ownership by the Reporting Person. In accordance with Rule 16a-13, changes in the form of ownership are not required to be immediately reported in a Form 4 or Form 5. Furthermore, the Reporting Person's Form 4 filings since November 19, 2002, have not taken into account the two, 3:2 stock splits of the Company's stock occurring on June 9, 2003 and March 16, 2004, with respect to the 12,500 shares of Common Stock formerly owned by the Morgado Family Partnership. This filing corrects that oversight.

2. These warrants, granted automatically under the issuer's Director Warrant Plan, vested 25% on the first anniversary of the date of grant and 12.5% each six months thereafter. Warrants expire on the tenth anniversary of the date of issuance or earlier upon a director's resignation or removal.

3. These options vested in five equal annual installments beginning on 2/27/98.

4. These options vested in five equal annual installments beginning on 12/11/99.

	/s/ Robert J. Morgado	02/11/2005
	** Signature of Reporting Person	Date
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* 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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