EXHIBIT 4.1

As adopted by the Board of
Directors on May 10, 1996 and
amended on September 29, 1999

                              ACTIVISION, INC.

                        EMPLOYEE STOCK PURCHASE PLAN

     SECTION 1.  ESTABLISHMENT OF PLAN.  Activision, Inc., (the "Company")
proposes to grant options for purchase of the Company's common stock,
$.000001 par value ("Common Stock") to eligible employees of the Company and
Subsidiaries (as hereinafter defined) pursuant to this Employee Stock
Purchase Plan (the "Plan").  For purposes of this Plan, "parent corporation"
and "subsidiary corporation" (collectively, "Subsidiaries") shall have the
same meanings as "parent corporation" and "subsidiary corporation" in
Sections 425(e) and 425(f), respectively, of the Internal Revenue Code of
1986, as amended (the "Code").  The Company intends that the Plan shall
qualify as an "employee stock purchase plan" under Section 423 of the Code
(including any amendments or replacements of such section), and the Plan
shall be so construed.  Any term not expressly defined in the Plan but
defined for purposes of Section 423 of the Code shall have the same
definition therein.  A total of 450,000 shares of Common Stock are reserved
for issuance under the Plan.  Such number shall be subject to adjustments
effected in accordance with Section 14 of the Plan.

     SECTION 2.  PURPOSES OF THE PLAN.  The purpose of the Plan is to provide
employees of the Company and Subsidiaries designated by the Board of
Directors of the Company (the "Board") as eligible to participate in the Plan
with a convenient means to acquire an equity interest in the Company through
payroll deductions, to enhance such employees' sense of participation in the
affairs of the Company and Subsidiaries, and to provide an incentive for
continued employment.

     SECTION 3.  ADMINISTRATION OF THE PLAN.  The Plan shall be administered
by a committee (the "Committee") appointed by the Board consisting of two or
more directors, each of whom is a "disinterested" director within the meaning
of Rule 16b-3(c)(2) promulgated under the Securities Exchange Act of 1934
(the "Exchange Act").  Subject to the provisions of the Plan and the
limitations of Section 423 of the Code or any successor provision in the
Code, all questions of interpretation or application of the Plan shall be
determined by the Committee and its decisions shall be final and binding upon
all participants.  Members of the Committee shall receive no compensation for
their services in connection with the administration of the Plan, other than
standard fees as established from time to time by the Board for services
rendered by Board members serving on Board committees.  All expenses incurred
in connection with the administration of the Plan shall be paid by the
Company.

     SECTION 4.  ELIGIBILITY.  Any employee of the Company or its
Subsidiaries is eligible to participate in an Offering Period (as hereinafter
defined) under the Plan except the following:

          (a)    employees who are not employed by the Company or
     Subsidiaries on the fifteenth (15th) day of the month before the
     beginning of such Offering Period;

          (b)    employees who are customarily employed for less than 20
     hours per week;

          (c)    employees who are customarily employed for less than five
     (5) months in a calendar year;

          (d)    employees who, together with any other person whose stock
     would be attributed to such employee pursuant to Section 424(d) of the
     Code and Section 1.423-2(d) of the Treasury Regulations thereunder, own
     stock or hold options to purchase stock or who, as a result of being
     granted an option under the Plan with respect to such Offering Period,
     would own stock or hold options to purchase stock possessing five
     percent (5%) or more of the total combined voting power or value of all
     classes of stock of the Company or any of its Subsidiaries; and

          (e)    employees who have been employed less than six months on the
     first day of an Offering Period.

     SECTION 5.  OFFERING DATES.  Each Offering Period under the Plan (an
"Offering Period") shall be of six (6) months duration.  The first Offering
Period shall commence on October 1, 1996 and end on March 31, 1997.
Thereafter, offerings shall commence on the first business day on each
subsequent April and October and end on last business day of the following
September and March, respectively.  The final offering under the Plan shall
commence on October 1, 2001 and terminate on March 31, 2002.  The first day
of each Offering Period is referred to as the "Offering Date".    The last
business day of each Offering Period is referred to as the "Purchase Date".
The Committee shall have the power to change the duration of Offering Periods
without stockholder approval if such change is announced at least fifteen
(15) days prior to the scheduled beginning of the first Offering Period to be
affected.

     SECTION 6.  PARTICIPATION IN THE PLAN.  Eligible employees may become
participants in an Offering Period under the Plan on the first Offering Date
after satisfying the eligibility requirements by delivering to the Company's
or Subsidiary's (whichever employs such employee) payroll department (the
"payroll department") not later than the 10th day of the month before such
Offering Date (unless a later time for filing a subscription agreement is set
by the Committee for all eligible employees with respect to a given Offering
Period) a subscription agreement authorizing payroll deductions.  Once an
employee becomes a participant in an Offering Period, such employee will
automatically participate in subsequent Offering Periods unless the employee
withdraws from the Plan or terminates further participation in the Offering
Period as set forth in Section 11 below.  Such participant is not required to
file any additional subscription agreements in order to continue
participation in the Plan.  Any participant whose option expires and who has
not withdrawn from the Plan pursuant to Section 11 below will automatically
be re-enrolled in the Plan and granted a new option on the Offering Date of
the next Offering Period.

     SECTION 7.  GRANT OF OPTION ON ENROLLMENT.  Enrollment by an eligible
employee in the Plan with respect to an Offering Period will constitute the
grant (as of the Offering Date) by the Company to such employee of an option
to purchase on each Purchase Date up to that number of shares of Common Stock
of the Company determined by dividing the amount accumulated in such
employee's payroll deduction account during such Offering Period by the
"Purchase Price" (as defined in Section 8 below) per share, provided,
however, that the number of shares of the Company's Common Stock subject to
any option granted pursuant to this Plan shall not exceed the lesser of (a)
the maximum number of shares set by the Committee pursuant to Section 10(a)
below with respect to any Offering Period, or (b) a number of shares (rounded
down to the nearest whole number) equal to $12,500 divided by the fair market
of a share of the Company's Common Stock on the Offering Date.  Fair market
value of a share of the Company's Common Stock shall be determined as
provided in Section 8 hereof.

     SECTION 8.  PURCHASE PRICE.  The purchase price per share (the "Purchase
Price") at which a share of Common Stock will be sold in any Offering Period
shall be eighty-five percent (85%) of the lesser of:

          (a)    the fair market value on the Offering Date; or

          (b)    the fair market value on the Purchase Date.

     For purposes of the Plan, the term "fair market value" on a given date
shall mean the closing bid from the previous day's trading of a share of the
Company's Common Stock as reported on the NASDAQ National Market System or a
national securities exchange on which the shares are traded.  If the Common
Stock of the Company is not listed on a national securities exchange or
reported on the NASDAQ National Market, "fair market value" shall be the fair
value thereof determined in good faith by the Committee.  In making such
determination, the Committee shall consider the financial conditions of the
Company and its recent operating results, values of publicly-traded
securities of other comparable institutions and the lack of liquidity of the
Company's shares, and such other factors as the Committee in its sole
discretion deems relevant.

     SECTION 9.  PAYMENT OF PURCHASE PRICE; CHANGES IN PAYROLL DEDUCTIONS;
ISSUANCE OF SHARES.

          (a)    The purchase price of the shares is accumulated by regular
     payroll deductions made during each Offering Period.  The deductions are
     made as a percentage of the employee's compensation in one percent (1%)
     increments not less than two percent (2%) nor greater than ten percent
     (10%).  Compensation shall mean all W-2 compensation, including, but not
     limited to base salary, wages, commissions, overtime, shift premiums and
     bonuses, plus draws against commissions; provided, however, that for
     purposes of determining a participant's compensation, any election by
     such participant to reduce his or her regular cash remuneration under
     Sections 125 or 401(k) of the Code shall be treated as if the
     participant did not make such election.  Payroll deductions shall
     commence with the first pay period following the Offering Date and shall
     continue to the end of the Offering Period unless sooner altered or
     terminated as provided in the Plan.

          (b)    A participant may lower (but not increase) the rate of
     payroll deductions during an Offering Period by filing with the payroll
     department a new authorization for payroll deductions, in which case the
     new rate shall become effective for the next payroll period commencing
     more than 20 days after the payroll department's receipt of the
     authorization and shall continue for the remainder of the Offering
     Period unless changed as described below.  Such change in the rate of
     payroll deductions may be made at any time during an Offering Period,
     but not more than one change may be made effective during an Offering
     Period.  A participant may increase or lower the rate of payroll
     deductions for any subsequent Offering Period by filing with the payroll
     department a new authorization for payroll deductions not later than the
     10th day of the month before the beginning of such Offering Period.

          (c)    All payroll deductions made for a participant are credited
     to his or her account under the Plan and are deposited with the general
     funds of the Company; no interest shall accrue on the payroll
     deductions.  All payroll deductions received or held by the Company may
     be used by the Company for any corporate purpose, and the Company shall
     not be obligated to segregate such payroll deductions.  A participant
     may not make any separate cash payment into his or her payroll deduction
     account and payment for shares purchased under the Plan may not be made
     in any form other than by payroll deduction.

          (d)    On each Purchase Date, as long as the Plan remains in
     effect, the Company shall apply the funds then in the participant's
     payroll account to the purchase of whole shares of Common Stock reserved
     under the option granted to such participant with respect to the
     Offering Period.  The purchase price per share shall be as specified in
     Section 8 of the Plan.  Any cash remaining in a participant's payroll
     account after such purchase of shares shall be refunded to such
     participant in cash; except that any amount remaining in participant's
     account on a Purchase Date solely because it is less than the amount
     necessary to purchase a full share of Common Stock shall be carried
     forward, without interest, into the next Offering Period.  In the event
     that the Plan has been oversubscribed, all funds not used to purchase
     shares on the Purchase Date shall be returned, without interest, to the
     participant.  No Common Stock shall be purchased on a Purchase Date on
     behalf of any employee whose participation in the Plan has terminated
     prior to such Purchase Date.

          (e)    Promptly following the end of each Offering Period, the
     number of shares of Common Stock purchased by each participant shall be
     deposited into an account established in the participant's name at a
     stock brokerage or other financial services firm designated by the
     Company (the "ESPP Broker").

          (f)    During a participant's lifetime, such participant's option
     to purchase shares hereunder is exercisable only by him or her.  The
     participant will have no interest or voting right in shares covered by
     his or her option until such option has been exercised.  Shares to be
     delivered to a participant under the Plan will be registered in the name
     of the participant or in the name of the participant and his or her
     spouse.

          (g)    A participant shall be free to undertake a disposition (as
     such term is defined in Section 424(c) of the Code) of the shares in his
     account at the ESPP Broker at any time, whether by sale, exchange, gift,
     or other transfer of legal title, but in the absence of such a
     disposition of the shares, the shares must remain in the participant's
     account at the ESPP Broker until the holding period set forth in Section
     423(a) of the Code has been satisfied.  With respect to shares for which
     the Section 423(a) holding period has been satisfied, the participant
     may transfer those shares to another brokerage account of participant's
     choosing or request in writing that a stock certificate be issued and
     delivered to him.

     SECTION 10. LIMITATIONS ON SHARES TO BE PURCHASED.

          (a)    No employee shall be entitled to purchase more than the
     Maximum Share Amount (as defined below) on any single Purchase Date.
     Not less than twenty (20) days prior to the commencement of any Offering
     Period, the Committee may, in its sole discretion, set a maximum number
     of shares which may be purchased by any employee at any single Purchase
     Date (hereinafter the "Maximum Share Amount").  If a new Maximum Share
     Amount is set, then all participants must be notified of such Maximum
     Share Amount not less than twenty (20) days prior to the commencement of
     the next Offering Period.  Once the Maximum Share Amount is established,
     it shall continue to apply with respect to all succeeding Purchase Dates
     and Offering Periods unless revised by the Committee as set forth above.

          (b)    If the number of shares to be purchased on a Purchase Date
     by all employees participating in the Plan exceeds the number of shares
     then available for issuance under the Plan, the Company shall make a pro
     rata allocation of the remaining shares in as uniform a manner as shall
     be practicable and as the Committee shall determine to be equitable.  In
     such event, the Company shall give written notice of such reduction of
     the number of shares to be purchased under a participant's option to
     each employee affected thereby.

          (c)    Any payroll deductions accumulated in a participant's
     account which are not used to purchase stock due to the limitations in
     this Section 10 shall be returned to the participant, without interest,
     as soon as practicable after the end of the Offering Period.

     SECTION 11. WITHDRAWAL.

          (a)    Each participant may withdraw from an Offering Period under
     the Plan by signing and delivering to the payroll department notice on a
     form provided for such purpose.  Such withdrawal may be elected at any
     time at least twenty (20) days prior to the end of an Offering Period.

          (b)    Upon withdrawal from the Plan, the accumulated payroll
     deductions shall be returned, without interest, to the withdrawn
     employee and his or her interest in the Plan shall terminate.  In the
     event an employee voluntarily elects to withdraw from the Plan, he or
     she may not resume his or her participation in the Plan during the same
     Offering Period, but he or she may participate in any Offering Period
     under the Plan which commences on a date subsequent to such withdrawal
     by timely filing a new authorization for payroll deductions in the same
     manner as set forth above for initial participation in the Plan.
     However, if the participant is an officer or director for purposes of
     Rule 16(b) of the Exchange Act, he or she shall not be eligible to
     participate in any Offering Period under the Plan which commences less
     than six (6) months from the date of withdrawal from the Plan.

     SECTION 12. TERMINATION OF EMPLOYMENT.  Termination of a participant's
employment for any reason, including retirement or death or the failure of a
participant to remain an eligible employee, terminates his or her
participation in the Plan immediately.  In such event, the payroll deductions
credited to the participant's account will be returned, without interest, to
him or her or, in the case of his or her death, to his or her legal
representative.  For this purpose, an employee will not be deemed to have
terminated employment or failed to remain in the continuous employ of the
Company in the case of sick leave, military leave, or any other leave of
absence approved by the Committee; provided that such leave is for a period
of not more than ninety (90) days or reemployment upon the expiration of such
leave is guaranteed by contract or statute.

     SECTION 13. RETURN OF PAYROLL DEDUCTIONS.  In the event an employee's
interest in the Plan is terminated by withdrawal, termination of employment
or otherwise, or in the event the Plan is terminated by the Board, the
Company shall promptly deliver to the employee all payroll deductions
credited to his account.  No interest shall accrue on the payroll deductions
of a participant in the Plan.

     SECTION 14. CAPITAL CHANGES.  In the event of reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
consolidation, offerings of rights, or any other change in the structure of
the Common Stock of the Company, the Committee may make such adjustment, if
any, as it may deem appropriate in the number, kind, and the price of shares
available for purchase under the Plan, and in the number of shares which an
employee is entitled to purchase under the Plan; provided, however, that any
fractional shares resulting from any such adjustment shall be eliminated.

     In the event of the proposed dissolution or liquidation of the Company,
the Offering Period will terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Committee.  The
Committee may, in the exercise of its sole discretion in such instances,
declare that the options under the Plan shall terminate as of a date fixed by
the Committee and give each participant the right to exercise his or her
option as to all of the optioned stock, including shares which would not
otherwise be exercisable.  In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each option under the Plan shall be assumed
or an equivalent option shall be substituted by such successor corporation or
a parent or subsidiary of such successor corporation, unless the Committee
determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, that the participant shall have the right to
exercise the option as to all of the optioned stock.  If the Committee makes
an option exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Committee shall notify the participant that the
option shall be fully exercisable for a period of twenty (20) days from the
date of such notice, and the option will terminate upon the expiration of
such period.

     SECTION 15. NONASSIGNABILITY.  Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option
or to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 22 hereof) by the participant.  Any
such attempt at assignment, transfer, pledge or other disposition shall be
without effect.

     SECTION 16. REPORTS.  Individual accounts will be maintained for each
participant in the Plan.  Each participant shall receive promptly after the
end of each Offering Period a report of his or her account setting forth the
total payroll deductions accumulated, the number of shares purchased, the per
share price thereof and the remaining cash balance, if any, carried forward
to the next Offering Period.

     SECTION 17. NOTICE OF DISPOSITION.  Each participant shall notify the
Company in writing if the participant disposes of any of the shares purchased
in any Offering Period pursuant to this Plan if such disposition (a
"Disqualifying Disposition") occurs within two (2) years from the Offering
Date or within twelve (12) months from the Purchase Date on which such shares
were purchased (the "Notice Period").  The Company may, at any time during
the Notice Period, place a legend or legends on any certificate representing
shares acquired pursuant to the Plan requesting the Company's transfer agent
to notify the Company of any transfer of the shares.  The obligation of the
participant to provide such notice shall continue notwithstanding the
placement of any such legend on certificates.

     SECTION 18. NO RIGHTS TO CONTINUED EMPLOYMENT.  Neither this Plan nor
the grant of any option hereunder shall confer any right on any employee to
remain in the employ of the Company or any Subsidiary or restrict the right
of the Company or any Subsidiary to terminate such employee's employment.

     SECTION 19. EQUAL RIGHTS AND PRIVILEGES.  All eligible employees shall
have equal rights and privileges with respect to the Plan so that the Plan
qualifies as an "employee stock purchase plan" within the meaning of Section
423 or any successor provision of the Code and the related regulations.  Any
provision of the Plan which is inconsistent with Section 423 or any successor
provision of the Code shall without further act or amendment by the Company
or the Board be reformed to comply with the requirements of Section 423.
This Section 19 shall take precedence over all other provisions in the Plan.

     SECTION 20. NOTICES.  All notices or other communications by a
participant to the Company under or in connection with the Plan shall be in
writing and shall be deemed to have been duly given when delivered personally
or deposited in the U.S. Mail, first class postage prepaid, addressed as
follows: Activision, Inc. Stock Administration Department, Activision, Inc.
11601 Wilshire Boulevard, Suite 1000, Los Angeles, California 90025, or as
such other address as the Company, by notice to employees, may designate in
writing from time to time.

     SECTION 21. STOCKHOLDER APPROVAL OF AMENDMENTS.  Any required approval
of the stockholders of the Company for an amendment to the Plan shall be
solicited at or prior to the first annual meeting of stockholders held
subsequent to the grant of an option under the Plan as then amended to an
officer or director of the Company.  If such stockholder approval is obtained
at a duly held stockholders' meeting, it must be obtained by the affirmative
vote of the holders of a majority of the outstanding shares of the company
represented and voting at the meeting, or if such stockholder approval is
obtained by written consent, it must be obtained by the majority of the
outstanding shares of the Company; provided, however, that approval at a
meeting or by written consent may be obtained by a lesser degree of
stockholder approval if the Committee determines, in its sole discretion
after consultation with the Company's legal counsel, that such lesser degree
of stockholder approval will comply with all applicable laws and will not
adversely affect the qualification of the Plan under Section 423 of the Code
or Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3").

     SECTION 22. DESIGNATION OF BENEFICIARY.

          (a)    A participant may file a written designation of a
     beneficiary who is to receive any shares and cash, if any, from the
     participant's account under the Plan in the event of such participant's
     death subsequent to the end of an Offering Period but prior to delivery
     to him or her of such shares and cash.  In addition, a participant may
     file a written designation of a beneficiary who is to receive any cash
     from the participant's account under the Plan in the event of such
     participant's death prior to a Purchase Date.

          (b)    Such designation of beneficiary may be changed by the
     participant at any time by written notice to the Company.  In the event
     of the death of a participant and in the absence of a beneficiary
     validly designated under the Plan who is living at the time of such
     participant's death, the Company shall deliver such shares or cash to
     the executor or administrator of the estate of the participant, or if no
     such executor or administrator has been appointed (to the knowledge of
     the Company), the Company, in its sole discretion, may deliver such
     shares or cash to the spouse or to any one or more dependents or
     relatives of the participant, or if no spouse, dependent or relative is
     known to the Company, then to such other person as the Company may
     designate.

     SECTION 23. CONDITIONS UPON ISSUANCE OF SHARES; LIMITATION ON SALE OF
SHARES.  Shares shall not be issued with respect to an option unless the
exercise of such option and the issuance and delivery of such shares pursuant
thereto shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the Securities Act of 1933, as
amended, (the "Securities Act") the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange or market
upon which the shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.

     SECTION 24. APPLICABLE LAW.  The Plan shall be governed by the
substantive laws (excluding the conflict of laws rules) of the State of
Delaware.

     SECTION 25. EFFECTIVE DATE; AMENDMENT OR TERMINATION OF THE PLAN.  This
Plan shall be effective on the day after the effective date of the Company's
Registration Statement filed with the Securities Exchange Commission under
the Securities Act, with respect to the shares issuable under the Plan (the
"Effective Date"), subject to approval by the stockholders of the Company
within twelve (12) months after the date the Plan is adopted by the Board and
the Plan shall continue until the earlier to occur of termination by the
Board, issuance of all of the shares of Common Stock reserved for issuance
under the Plan, or ten (10) years from the adoption of the Plan by the Board.
The Board may at any time amend or terminate the Plan, except that any such
termination cannot affect options previously granted under the Plan, nor may
any amendment make any change in an option previously granted which would
adversely affect the right of any participant, nor may any amendment be made
without approval of the stockholders of the Company obtained in accordance
with Section 21 hereof within 12 months of the adoption of such amendment (or
earlier if required by Section 21) if such amendment would:

          (a)    Increase the number of shares that may be issued under the
     Plan;

          (b)    Change the designation of the employees (or class of
     employees) eligible for participation in the Plan; or

          (c)    Constitute an amendment for which stockholder approval is
     required in order to comply with Rule 16b-3 (or any successor rule)
     under the Exchange Act.

     SECTION 26. TAX WITHHOLDING.  The Company shall notify a participant of
any income tax withholding requirements arising as a result of a
Disqualifying Disposition of shares acquired pursuant to this Plan or any
other event occurring pursuant to this Plan.  The Company shall have the
right to withhold from such participant such withholding taxes as may be
required by law, or to otherwise require the participant to pay such
withholding taxes.  If the participant shall fail to make such tax payments
as are required, the Company or its Subsidiaries shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to such participant or to take such other action as
may be necessary to satisfy such withholding obligations.