<SUBMISSION>
<ACCESSION-NUMBER>0001125282-02-001548
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20020503
<ITEMS>5
<ITEMS>7
<FILING-DATE>20020510
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ACTV INC /DE/
<CIK>0000854152
<ASSIGNED-SIC>3663
<IRS-NUMBER>942907258
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-10377
<FILM-NUMBER>02642243
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1270 AVE OF THE AMERICAS
<CITY>NEW YORK
<STATE>NY
<ZIP>10020
<PHONE>2122622571
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>12270 AVE OF THE AMERICAS #2401
<STREET2>12270 AVE OF THE AMERICAS #2401
<CITY>NEW YORK
<STATE>NY
<ZIP>10020
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>b318323_8k.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                 --------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

          Date of Report (Date of earliest event reported) May 3, 2002

                                   ACTV, INC.
             (Exact name of registrant as specified in its charter)


   Delaware                         001-10377                    94-2907258
(State or other                 (Commission File               (IRS Employer
jurisdiction of                      Number)                 Identification No.)
incorporation)


                        233 PARK AVENUE SOUTH, 10th FLOOR
                             NEW YORK, NEW YORK 1003
          (Address of principal executive offices, including zip code)

                                 (212) 497-7000
              (Registrant's telephone number, including area code)


          (Former name or former address, if changed since last report)


                                       1
<PAGE>


ITEM 5.  OTHER EVENTS

         As of May 3, 2002, ACTV, Inc. (the "Company") and Liberty Media
Corporation ("Liberty") entered into a letter agreement (the "Letter Agreement")
regarding the possible acquisition by Liberty of all of the outstanding shares
of common stock of ACTV. Under the terms of the Letter Agreement, Liberty (which
currently owns approximately 16% of the outstanding shares of common stock of
ACTV), directly or through one of its subsidiaries or affiliates, would acquire
all of the outstanding shares of common stock of the Corporation not already
owned by Liberty at a price per share equal to $2.00 (the "Proposed
Transaction"). The purchase price would be payable in either cash, shares of
Liberty Series A Common Stock, or, upon the mutual agreement by and among the
Company and Liberty, the publicly traded common stock of a subsidiary or
affiliate of Liberty.

         Pursuant to the Letter Agreement, the Company entered into a 65-day
exclusive negotiating period (the "Exclusive Period") with respect to the
Proposed Transaction, during which Liberty will conduct its due diligence and
Liberty and the Company will negotiate the definitive terms of the Proposed
Transaction. In the event the Exclusive Period ends without the execution of a
definitive agreement, or with a decision by either the Company or Liberty not to
proceed with the Proposed Transaction, Liberty may elect, by the first business
day following the last day of the Exclusive Period, to enter into a merger
agreement or other agreement providing for a business combination between the
Company and Liberty in which the stockholders of the Company would receive
consideration of $2.00 per share in cash, shares of Liberty Series A Common
Stock, or, upon the mutual agreement by and among the Company and Liberty, the
publicly traded common stock of a subsidiary or affiliate of Liberty.

         There can be no assurance that a definitive agreement with respect to
the Proposed Transaction will be reached or that the Proposed Transaction will
be consummated. The consummation of the Proposed Transaction would require board
approval of the Company and Liberty as well as the approval of the Company's
stockholders.

ITEM 7.  EXHIBITS

(c)      Exhibits.

99.1     Press Release dated May 8, 2002 announcing the execution of a Letter
         Agreement by and between ACTV, Inc. and Liberty Media Corporation.


                                       2
<PAGE>


                                   SIGNATURES

         Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   ACTV, INC.



                                                By:  /S/ CHRISTOPHER C. CLINE
                                                     ------------------------
                                                         Christopher C. Cline
                                                         Chief Financial Officer


Dated: May 10, 2002



                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>b318323_ex99-1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>

                                                                    Exhibit 99.1

                 ACTV Signs Letter Agreement With Liberty Media

NEW YORK, May 8 /PRNewswire-FirstCall/ -- ACTV, Inc. (Nasdaq: IATV) reported
today that it has signed a letter agreement with Liberty Media Corporation
(NYSE: L) regarding a possible acquisition of all outstanding shares of ACTV
common stock.

Under the terms of the letter agreement, Liberty, which currently owns
approximately 16% of ACTV's outstanding shares, would purchase all remaining
shares at a price of $2.00 per share. Such purchase price would be payable in
either cash, shares of Liberty Series A common stock, or the publicly traded
common stock of a Liberty subsidiary or affiliate. ACTV has entered into a
65-day exclusive negotiating period with Liberty with respect to the possible
transaction, during which Liberty will conduct due diligence and negotiate
definitive terms with ACTV. Should the exclusive period end without either a
signed definitive agreement between the parties, or a decision by either party
not to proceed with the possible transaction, Liberty may elect, for a period of
one day following the end of the exclusive period, to acquire the remaining
outstanding shares of ACTV at a price of $2.00 per share.

Neither Liberty nor ACTV can provide any assurances that a definitive agreement
will be reached, or that a transaction ultimately will be consummated. Any
potential transaction calling for the acquisition of all outstanding shares of
ACTV common stock would require board approval of Liberty Media and ACTV as well
as ACTV shareholder approval.

ACTV is being advised in this matter by Friedman, Billings, Ramsey & Co., Inc.

ABOUT ACTV, INC.

ACTV, Inc. (Nasdaq: IATV) is a digital media company providing proprietary
technologies, tools, and technical and creative services for interactive TV
advertising, personalized programming applications and enhanced media. For more
information, visit www.actv.com.

This news release contains forward-looking statements as defined by the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include
statements concerning plans, objectives, goals, strategies, future events or
performance, and underlying assumptions and other statements which are other
than statements of historical facts. These statements are subject to
uncertainties and risks including, but not limited to, product and service
demand and acceptance, changes in technology, economic conditions, the impact of
competition and pricing, government regulation, and other risks defined in this
document and in statements filed from time to time with the Securities and
Exchange Commission. All such forward-looking statements, whether written or
oral, and whether made by or on behalf of the companies, are expressly qualified
by the cautionary statements and any other cautionary statements which may
accompany the forward-looking statements. In addition, the companies disclaim
any obligation to update any forward-looking statements to reflect events or
circumstances after the date hereof.


                                       4

</TEXT>
</DOCUMENT>
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