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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Activision, Inc.
(Name of Issuer)
Common Stock, Par Value $.000001 par value
(Title of Class of Securities)
004930 20 2
(CUSIP Number)
Peter C. Walsh, Esq. - (702) 792-4868
Mirage Resorts, Incorporated
3260 South Industrial Road, Las Vegas, Nevada 89109
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 7, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box __.
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Schedule 13d-1(a)
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 5 Pages
SCHEDULE 13D
CUSIP No. 004930 20 2
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen A. Wynn - ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[]
(b)[]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) []
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
930,000
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
930,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
930,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14 TYPE OF REPORTING PERSON
IN
2
This Amendment No. 2 amends the Schedule 13D, dated February
9, 1995, as previously amended by Amendment No. 1 dated
September 25, 1995 (as so amended, the "Schedule 13D"), of
Stephen A. Wynn with respect to the Common Stock, $.000001
par value, of Activision, Inc., a Delaware corporation.
Item 1. Security and Issuer.
Common Stock, $.000001 par value (the "Common
Stock"), of Activision, Inc., a Delaware
corporation (the "Issuer"); 3100 Ocean Park
Boulevard, Santa Monica, California 90405.
Item 2. Identity and Background.
(a) Stephen A. Wynn (the "Reporting Person").
(b) 3400 Las Vegas Boulevard South, Las Vegas, Nevada
89109.
(c) Chairman of the Board, President and Chief Executive
Officer of Mirage Resorts, Incorporated, a
corporation which owns and operates hotel-
casinos, 3400 Las Vegas Boulevard South, Las
Vegas, Nevada 89109.
(d) During the last five years, the Reporting Person has
not been convicted in any criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Person has
not been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction as a result of which proceeding
he was or is subject to a judgment, decree or
final order enjoining future violations of,
or prohibiting or mandating activities
subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United
States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable. See Item 4 hereof.
Item 4. Purpose of Transaction.
Not applicable. This Amendment No. 2 is being filed solely
to report the disposition of certain shares of Common Stock
owned by the Reporting Person as described in Item 5(c)
hereof.
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Item 5. Interest in Securities of the Issuer.
(a) On the date hereof, the Reporting Person
beneficially owns 930,000 shares of Common
Stock (including 91,453 shares which he has
the right to acquire upon the exercise of a
currently exercisable stock option), which
represents approximately 4.9% of the sum of
the 18,854,610 shares of Common Stock
outstanding at January 5, 1998, as reported
by the Issuer, plus the 91,453 shares that
the Reporting Person has the right to
acquire.
(b) The Reporting Person has the sole power to vote or to
direct the vote and to dispose or to direct
the disposition of all shares of Common Stock
beneficially owned by him.
(c) On January 7, 1998, the Reporting Person sold 70,000
shares of Common Stock at an average price of $16.31
per share. The sale was effected in the over-the-counter
market through Goldman, Sachs & Co., acting as agent.
The Reporting Person received net proceeds (after
brokerage commission) from the sale of $1,137,974.
The Reporting Person effected no other transactions in
the Common Stock during the past 60 days.
(d) No person other than the Reporting Person and his
wife, Elaine P. Wynn, has the right to receive or
the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of
Common Stock beneficially owned by the Reporting Person.
(e) The Reporting Person ceased to be the beneficial
owner of more than 5% of the outstanding Common
Stock on January 7, 1998.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
None.
4
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this Statement is true, complete and correct.
Date: January 13, 1998 STEPHEN A. WYNN
________________________
Stephen A. Wynn
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