<PAGE>

                            SCHEDULE 14A INFORMATION

                  PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ]   Preliminary Proxy Statement
[ ]   Confidential, for Use of the Commission Only
      (as permitted by Rule 14a-6(e)(2))
[X]   Definitive Proxy Statement
[ ]   Definitive Additional Materials
[ ]   Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

                                   ACTV, Inc.

                (Name of Registrant as Specified in its Charter)


    (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]   No fee required.
[ ]   Fee computed on table below per exchange Act Rules 14a-6 (i) (1) and 0-11.

(1)      Title of each class of securities to which transaction applies:


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(2)      Aggregate number of securities to which transaction applies:


--------------------------------------------------------------------------------
(3)      Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
         filing fee is calculated and state how it was determined):


--------------------------------------------------------------------------------
(4)      Proposed maximum aggregate value of transaction:


--------------------------------------------------------------------------------
(5)      Total fee paid:


--------------------------------------------------------------------------------
[ ]      Fee paid previously with preliminary materials.

[ ]      Check box if any part of the fee is offset as provided by Exchange Act
         Rule 0-11 (a) (2) and identify the filing for which the offsetting fee
         was paid previously. Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.

(1)      Amount Previously Paid:


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(2)      Form, Schedule or Registration Statement No.:


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(3)      Filing Party:


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(4)      Date Filed:



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<PAGE>




                                   ACTV, INC.
                       233 Park Avenue South, 10th Floor
                         New York, New York 10003-1604

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

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD JUNE 27, 2002

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

TO THE STOCKHOLDERS OF ACTV, INC.:

         NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of ACTV, Inc. (the "Company") will be held at the W Hotel-Union
Square, 201 Park Avenue South, New York, New York 10003 on June 27, 2002, at
9:30 a.m., local time for the following purposes:

         1.       To elect two Class III directors to hold office for a term of
                  three years;

         2.       To ratify the appointment of Deloitte & Touche, LLP, as the
                  Company's independent certified public accountants for the
                  ensuing year; and

         3.       To act upon such other business as may properly come before
                  the Meeting or any adjournment thereof.

         Only Stockholders of record at the close of business on May 10, 2002
are entitled to notice of and to vote at the Meeting and any adjournments
thereof.

         In order to ensure the presence of a quorum at the Meeting, it is
important that Stockholders representing a majority of the voting power of all
stock outstanding be present in person or represented by their proxies.
Therefore, whether you expect to attend the Meeting in person or not, please
vote your shares by proxy over the Internet (see the enclosed proxy card for
instructions) or sign, fill out, date and promptly return the enclosed proxy
card in the enclosed self-addressed, postage-paid envelope. If you attend the
Meeting and prefer to vote in person, you can revoke your proxy.

         In addition, please note that abstentions and broker non-votes are each
included in the determination of the number of shares present and voting, for
purposes of determining the presence or absence of a quorum for the transaction
of business. Neither abstentions nor broker non-votes are counted as voted
either for or against a proposal.



Dated: May 31, 2002                       By Order of the Board of Directors,


                                          /s/ DAVID REESE
                                          ------------------------------
                                          David Reese
                                          Chairman



                                       -2-
<PAGE>


                                   ACTV, INC.
                       233 PARK AVENUE SOUTH, 10th Floor
                         NEW YORK, NEW YORK 10003-1604


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


                                PROXY STATEMENT

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


                         ANNUAL MEETING OF STOCKHOLDERS


       To Be Held June 27, 2002, 9:30 a.m., at the W Hotel-Union Square,
                             201 Park Avenue South
                           New York, New York 10003,


         This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Directors of ACTV, Inc. (the "Company") for use at the
Annual Meeting of Stockholders of the Company (the "Meeting") to be held at 9:30
a.m., at the W Hotel-Union Square, 201 Park Avenue South, New York, New York
10003, on June 27, 2002, and at any adjournments thereof. Anyone giving a proxy
may revoke it at any time before it is exercised by giving the Chairman of the
Board of Directors of the Company written notice of the revocation, by
submitting a proxy bearing a later date, or by attending the Meeting and voting.
This Proxy Statement, the accompanying Notice of Meeting and form of proxy have
been first sent to the Stockholders on or about June 1, 2002.

         All properly executed, unrevoked proxies on the enclosed form, if
returned prior to the Meeting, will be voted in the manner specified by the
Stockholder. If no specific instruction is given, the shares represented by the
proxy will be voted in accordance with the Board of Directors' recommendations.

         In addition, please note that abstentions and broker non-votes are each
included in the determination of the number of shares present and voting, for
purposes of determining the presence or absence of a quorum for the transaction
of business. Neither abstentions nor broker non-votes are counted as voted
either for or against a proposal.

                                 RECENT 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.

                             OWNERSHIP OF SECURITIES

         Only Stockholders of record at the close of business on May 10, 2002
the date (the "Record Date") fixed by the Board of Directors in accordance with
the Company's By-Laws, are entitled to vote at the Meeting.

         Each outstanding share of common stock, $0.10 par value per share (the
"Common Stock") is entitled to one vote on all matters properly coming before
the Meeting. A majority of the shares of the outstanding Common Stock is
necessary to constitute a quorum for the Meeting.

         The following table sets forth information as May 31, 2002, relating
to the beneficial ownership of Common Stock by (1) each beneficial owner of 5%
or more of outstanding Common Stock of the Company, based upon information filed
by such owners with the Securities and Exchange Commission; (2) each of the
Company's directors; (3) each of the Company's named executive officers, as
defined under the Securities Exchange Act of 1934; and (4) all directors and


                                      -3-
<PAGE>

executive officers as a group. The table does not include options that have not
vested or are not exercisable within 60 days of the Record Date:


Name and Address
of Beneficial Owner (1)               Number of Shares (2)   Percent of Class
-----------------------              ---------------------   -----------------
Liberty Media Corporation (3)            8,810,000              15.8%

David Reese                              2,144,961 (4)           3.7%

Bruce J. Crowley                         1,307,289 (5)           2.3%

Christopher C. Cline                       603,911 (6)           1.1%

William C. Samuels                       4,727,444 (7)           8.0%

John C. Wilcox                              46,000 (8)           *

Michael J. Pohl                                  0               *

All officers and directors
as a group (2-8)                         8,829,605              14.38%


* Indicates less than 1% of the total shares outstanding.

(1)      Unless otherwise indicated, the address of each beneficial owner is c/o
         ACTV, Inc., 233 Park Avenue South, 10th Floor, New York, New York
         10003-1604.

(2)      Unless otherwise indicated, the Company believes that all persons named
         in the table have sole voting and investment power with respect to all
         shares of Common Stock beneficially owned by them.

(3)      The address of Liberty Media Corporation is 8101 E. Prentice Avenue,
         Suite 500, Englewood, Colorado 80111.

(4)      Includes options to purchase 1,550,000 shares that are presently
         exercisable or that become exercisable within 60 days of the date of
         this report.

(5)      Includes options to purchase 905,000 shares that are presently
         exercisable or that become exercisable within 60 days of the date of
         this report.

(6)      Includes options to purchase 73,333 shares that are presently
         exercisable or that become exercisable within 60 days of the date of
         this report. In addition, Mr. Cline, as the trustee of the Company's
         401(k) Plan, votes its 452,360 shares of Company common stock, which
         are included in Mr. Cline's total ownership.

(7)      Includes options to purchase 2,867,000 shares that are presently
         exercisable or that become exercisable within 60 days of the date of
         this report.

(8)      Includes options to purchase 45,000 shares that are presently
         exercisable or that become exercisable within 60 days of the date of
         this report. Also includes 1,000 shares owned by Mr. Wilcox' wife.



                                      -4-
<PAGE>



                                 PROPOSAL NO. 1

                              ELECTION OF DIRECTORS

         The By-Laws of the Company provide that the Board of Directors shall be
divided into three classes, designated as Class I, Class II and Class III. At
any Annual Meeting of Stockholders held after the initial election of all
Classes of directors, successors to the class of directors whose term expires at
that Annual Meeting shall be elected for a three-year term.

         Two Class III directors are proposed to be elected at the Meeting, each
to hold office for a period of three years, or until such director's successor
shall be elected and shall qualify, subject, however to prior death,
resignation, retirement, disqualification or removal from office. Unless such
authority is withheld, it is intended that the accompanying proxy will be voted
in favor of the two persons named below, each of whom are now serving as Class
III Directors, unless the Stockholder indicates to the contrary on the proxy.
The Company expects that each of the nominees will be available for election,
but if neither of them is a candidate at the time the election occurs, it is
intended that such proxy will be voted for the election of another nominee to be
designated by the Board of Directors to fill any such vacancy or the number of
directors to be elected at this time may be reduced by the Board of Directors.

Class III Director Nominees--Expiring 2005.

         William C. Samuels, (59), Director since August 1989. Chairman of the
Board from November 1994 to July 2001. Chief Executive Officer from August 1993
to June 2001. From August 1989 to February 1999, Mr. Samuels also served as
President of the Company. Mr. Samuels is currently employed by the Company as an
advisor on intellectual property and general corporate matters. He is a trustee
of Howard J. Samuels Institute at City College in New York, New York and is
Chairman of Light Modulation, Inc. a technology start-up. Mr. Samuels received a
J.D. from Harvard Law School and a B.S. from the Massachusetts Institute of
Technology.

         John C. Wilcox, (59), Director since July 2000, is Vice Chairman of
Georgeson Shareholder Communications Inc., a firm specializing in corporate
governance, proxy solicitation and other services to publicly-traded companies.
Mr. Wilcox has been with Georgeson for 28 years. He is Vice Chairman of the
Board of Trustees of the Woodrow Wilson National Fellowship Foundation, and a
trustee of Bennington College. He received a B.A. from Harvard College, an M.A.
from the University of California, Berkeley, a J.D. from Harvard Law School and
an LL.M degree from the New York University Graduate School of Law.

Class I Incumbent Director--Term Expiring 2003.

         Dr. James B. Thomas, (49), Director since May 2002, has been dean of
the School of Information Sciences and Technology (IST) at Pennsylvania State
University since July 1999. Prior to that, he served as senior associate dean of
The Smeal College of Business Administration. Dr. Thomas joined Penn State in
1987, after having been at the University of Texas at Austin and Florida State
University. Previously, he served as the director responsible for information
technology strategic planning for the Office of the Texas Secretary of State. In
addition to his position as the IST's dean, Dr. Thomas holds the academic rank
of professor of information sciences, technology and management. He received a
bachelor's degree from Penn State in pre-law, a master's degree in government
from Florida State University and a doctorate in strategic management from the
University of Texas at Austin.

Class II Incumbent Directors--Term Expiring 2004.

         David Reese, (46), Director since 1992. Chairman of the Board since
July 2001, Chief Executive Officer since June 2001 and President since February
1999. Mr. Reese is also President of ACTV Entertainment, Inc., a subsidiary of
the Company ("ACTV Entertainment"), since November 1994. He has been employed by
the Company since December 1988, and served as the Company's Vice President of
Finance from September 1989 through November 1993 and Chief Operating Officer
from February 1999 to July 2001. Mr. Reese is the chair of the advisory board of
Pennsylvania State University's School of Information Science and Technology. He
has a B.S. from Pennsylvania State University.


                                      -5-
<PAGE>

         Michael J. Pohl, (51), Director since 2001. Mr. Pohl is President of
nCUBE Corporation, a worldwide leader in providing streaming media solutions for
all broadband networks. Mr. Pohl was formerly President and CEO of SkyConnect,
Inc. and was named President of nCUBE in July 1999 when nCUBE acquired
SkyConnect. Prior to joining SkyConnect, Mr. Pohl served as Senior Vice
President for Douglas Communications Corp. II ("DCC II"), one of the nation's
leading cable operators. At DCC II, he oversaw acquisitions, divestitures, new
ventures, programming, marketing and re-franchising activities. Prior to joining
DCC II, Mr. Pohl was Senior Vice President of Corporate Development for Tribune
Cable Communications from 1981 to 1986, where he administered government,
corporate and media relations. Mr. Pohl previously served as Director of the
White House Media Advance Office under President Jimmy Carter.


Stockholder Vote Required

         Election of each director requires the affirmative vote of the holders
of a plurality of the shares of Common Stock present in person or represented by
proxy at the Annual Meeting of Stockholders.

            THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION TO
              THE BOARD OF DIRECTORS OF THE COMPANY OF EACH OF THE
                               DIRECTOR NOMINEES.



                                      -6-
<PAGE>


                             EXECUTIVE COMPENSATION

     The following table sets forth all cash compensation for services rendered
in all capacities to the Company and its subsidiaries for the fiscal years ended
December 31, 2001, December 31, 2000, and December 31, 1999, paid to the
Company's Chief Executive Officer, the three other most highly compensated
executive officers (the "Named Executive Officers") at the end of the above
fiscal years whose total compensation exceeded $100,000 per annum.


<TABLE>
<CAPTION>

                                         Annual Compensation       Long-Term Compensation
                                         -------------------       ----------------------
                                                                        Restricted    Securities
                                                                             Stock    Underlying        All Other
Name and Principal                Year        Salary         Bonus          Awards       Options     Compensation
Position
------------------------------------------------------------------------------------------------------------------
<S>                               <C>       <C>            <C>          <C>              <C>           <C>
David Reese (1)                   2001      $319,575            $0              $0       286,000           $2,719
                                  2000      $295,000            $0              $0       300,000           $2,765
                                  1999      $245,000       $34,410              $0             -         $900,254

Bruce Crowley (2)                 2001      $294,514            $0              $0       174,000           $2,400
                                  2000      $295,000            $0        $202,943       200,000           $2,548
                                  1999      $245,000       $37,000              $0             -         $692,250

Christopher Cline (3)             2001      $187,115            $0              $0             -           $2,070
                                  2000      $200,000       $75,000              $0        25,000           $1,544
                                  1999      $150,000        $5,000              $0       140,000         $704,733

William C. Samuels (4)            2001      $293,881            $0      $2,300,000             -          $10,400
                                  2000      $345,000            $0      $6,900,000             -          $10,400
                                  1999      $295,000       $25,000      $3,123,376             -       $1,976,716
</TABLE>

(1) Mr. Reese has served as the Company's Chairman of the Board and Chief
Executive Officer since July 2001 and June 2001, respectively. Mr. Reese has
also served as the Company's President since February 1999. Mr. Reese also
served as Chief Operating Officer from February 1999 to July 2001. Mr. Reese has
been President of ACTV Entertainment since 1994. Prior thereto he was the
Company's Vice President of Finance from September 1989 through November 1992.
Mr. Reese's "other compensation" for 2001 and 2000 relates to payments of life
insurance premiums and for 1999 relates to the payment of life insurance
premiums, the exercise of SARs, and the forgiveness of a loan made to purchase
Common Stock.

(2) Mr. Crowley has served as President of HyperTV Networks, Inc. since December
1995. Mr. Crowley's "other compensation" for 2001 and 2000 relates to payments
of life insurance premiums and for 1999 relates to the exercise of SARs, and the
forgiveness of a loan made to purchase Common Stock.

(3) Mr. Cline has served as Chief Financial Officer from November 1993 to July
2000, and from April 2001. Mr. Cline also served as Senior Vice President-New
Business Development from December 1999 to April 2001. Mr. Cline's "other
compensation" for 2001 and 2000 relates to payments of life insurance premiums
and for 1999 relates to the exercise of SARs and the forgiveness of a loan made
to purchase Common Stock.



                                      -7-
<PAGE>

(4) Mr. Samuels served as Chairman of the Board from November 1994 to July 2001
and Chief Executive Officer from August 1993 to June 2001. Mr. Samuels is
currently employed by the Company as an advisor on intellectual property and
general corporate matters. Mr. Samuels has also served as a Director of the
Company since August 1, 1989. Mr. Samuels' "other compensation" for 2001 and
2000 relates to payments of life insurance premiums and for 1999 relates to the
payment of life insurance premiums, the exercise of SARs, and the forgiveness of
a loan made to purchase Common Stock. The restricted stock awards were based
upon the market price of the common stock during the first Quarter of each year
reported. Further, such shares were subject to forfeiture and other restrictions
pursuant to Mr. Samuels' employment agreement.


         Options Grants to Named Executive Officers in Last Fiscal Year

         The following table sets forth certain information with respect to all
outstanding stock options issued during 2001 to the Company's Named Executive
Officers.

<TABLE>
<CAPTION>
                                  Individual Grants
                                  ------------------                                      Potential Realizable Value
                             Number of                                                    At Assumed Annual Rates of
                            Securities     Percent of Total                                 Price Appreciation for
                            Underlying     Options Granted                                       Option Term
                              Options      to Employees In      Exercise    Expiration    --------------------------
Name                          Granted       Fiscal Year          Price        Date          5%               10%
-----                       ----------     ---------------     -------      ----------    -------        -----------
<S>                            <C>            <C>               <C>          <C>          <C>            <C>

David Reese                    286,000        11.99%            $2.50        12/31/06     $177,739       $450,522
Bruce Crowley                  174,000         7.29%            $2.50        12/31/06     $108,135       $274,094
</TABLE>



         The following table sets forth for the Named Executive Officers certain
information with respect to exercises of stock options during 2001 and year-end
2001 stock option holdings. (1)

<TABLE>
<CAPTION>
                                 Shares                    Number of Unexercised          Value of Unexercised
                            Acquired on         Value      In-The-Money Options           In-The-Money Options
Name                       Exercise (#)      Realized   (Exercisable/Unexercisable)    (Exercisable/Unexercisable)
----                       ------------      --------   ---------------------------    ---------------------------

<S>                          <C>           <C>          <C>                            <C>
David Reese                  500,000       $440,000          1,264,666/285,334              $385,567/$71,334
Bruce Crowley                200,000       $500,000           731333/173,667                $221,233/$43,417
Christopher Cline             31,565        $82,172                 0/0                           $0/$0
William Samuels                    0             $0          2,413,000/454,000              $753,750/$113,500
</TABLE>



(1)      The closing bid price of a share of the Company's Common Stock at
         December 31, 2001 was $1.85. The exercise prices of the options held by
         Named Executive Officers at December 31, 2001 range from $1.50 to
         $13.50.



                                      -8-
<PAGE>


Director Compensation

         Non-employee directors may be paid an honorarium for attending meetings
of the Board of Directors of the Company, in an amount that management
anticipates will not exceed $10,000 per year. There were no director fees paid
in 2001.

Employment and Consulting Agreements

         The Company and Mr. Reese entered into an employment agreement in
August 1995, as most recently amended in March 2002. Mr. Reese currently serves
as the Company's Chairman of the Board, Chief Executive Officer and President,
and receives an annual salary of $300,000. Mr. Reese's employment agreement
contains non-competition provisions pursuant to which he has agreed not to
engage in a business that is competitive with the Company during the term of his
employment agreement and for one year thereafter.

         Mr. Reese's employment agreement contains a change of control provision
whereby, in certain circumstances, including the possibility that a person
becomes the owner of 30% or more of the outstanding securities of the employer,
then all stock options granted to Mr. Reese shall become vested and exercisable
and , at his option, he shall receive a special compensation payment for the
exercise cost of all vested options upon exercising those options any time
within twelve months after the effective date of the change of control.
Additionally, if at any time within three years of said change of control Mr.
Reese is not retained as Chief Executive Officer and President of the Company,
Mr. Reese will receive a bonus equal on an after-tax basis to two times his
average compensation for the previous two years, but not to exceed 2.7 times his
average compensation for such years.

         Mr. Reese as of year-end 2001 held fully vested options to purchase
1,264,666 shares of Common Stock at exercise prices of $1.50 and $1.60 per
share, and options to purchase 871,334 shares at exercise prices of $1.60, $2.50
and $7.00 per share, none of which were vested as of year-end 2001.

         The Company and Mr. Samuels entered into an employment agreement in
July 2001 pursuant to which Mr. Samuels is employed by the Company as an advisor
on intellectual property and general corporate matters and receives an annual
salary of $200,000. Mr. Samuels' employment agreement contains non-competition
provisions pursuant to which he has agreed not to engage in a business that is
competitive with the Company during the term of his employment agreement and for
one year thereafter.

         Mr. Samuels as of year-end 2001 held fully vested options to purchase
2,683,000 shares of Common Stock at exercise prices of $1.50 and $1.60 per
share. Mr. Samuels also holds options to purchase an aggregate of 454,000 shares
of Common Stock at an exercise price of $1.60 per share, none of which were
exercisable as of year-end 2001.

         The Company and Mr. Crowley entered into an employment agreement in
August 1995, as amended in January 2001. Mr. Crowley serves as President of
HyperTV Networks, Inc. Mr. Crowley currently receives an annual salary of
$275,000. Mr. Crowley's employment agreement contains non-competition provisions
pursuant to which he has agreed not to engage in a business that is competitive
with the Company during the term of his employment agreement and for one year
thereafter.

         Mr. Crowley's employment agreement contains a change of control
provision whereby, in certain circumstances, including the possibility that a
person becomes the owner of 30% or more of the outstanding securities of the
employer, then all stock options granted to Mr. Crowley shall become vested and
exercisable and, at his option, he shall receive a special compensation payment
for the exercise cost of all vested options upon exercising those options any
time within twelve months after the effective date of the change of control.
Additionally, if at any time within three years of said change of control Mr.
Crowley is not retained or a new Chief Executive Officer is appointed Mr.
Crowley will receive a bonus equal on an after-tax basis to two times his
average compensation for the previous two years, but not to exceed 2.7 times his
average compensation for such years.

                                      -9-
<PAGE>

         Mr. Crowley as of year-end 2001 held fully vested options to purchase
731,333 shares of common stock at exercise prices of $1.50 and $1.60 and options
to purchase 547,667 shares of common stock at exercise prices of $1.60, $2.50
and $7.00 per share, none of which were vested as of year-end 2001.

         The Company and Mr. Cline entered into an employment agreement in
August 1995, as amended in January 2001. Mr. Cline serves as Chief Financial
Officer. Mr. Cline currently receives an annual salary of $180,000. Mr. Cline's
employment agreement contains non-competition provisions pursuant to which he
agreed not to engage in a business that is competitive with the Company during
the term of his employment agreement and for one year thereafter.

         Mr. Cline's employment agreement contains a change of control provision
whereby, in certain circumstances, including the possibility that a person
becomes the owner of 30% or more of the outstanding securities of the employer,
then all stock options granted to Mr. Cline shall become vested and exercisable
and, at his option, he shall receive a special compensation payment for the
exercise cost of all vested options upon exercising those options any time
within twelve months after the effective date of the change of control.
Additionally, if at anytime within three years said change of control Mr. Cline
is not retained in his immediately prior position or a substantially similar
position, Mr. Cline will receive a bonus equal on an after-tax basis to his
current annual base salary.

         Mr. Cline as of year-end 2001 held 33,333 fully vested options to
purchase shares of common stock at $9.00 per share and options to purchase
98,334 shares of common stock at exercise prices of $6.50, $9.00 and $13.50 per
share, none of which were vested as of year-end 2001.

         At the time of issuance, all options to the Company's employees were
granted at an exercise price equal to or greater than the prevailing market
price for the Company's Common Stock.


                            Board Compensation Report

Executive Compensation Policy

         The Company's executive compensation policy is designed to attract,
motivate, reward and retain the key executive talent necessary to achieve the
Company's business objectives and contribute to the long-term success of the
Company. In order to meet these goals, the Company's compensation policy for its
executive officers focuses primarily on determining appropriate salary levels
and providing long-term stock-based incentives. To a lesser extent, the
Company's compensation policy also contemplates performance-based cash bonuses.
The Company's compensation principles for the Chief Executive Officer are
identical to those of the Company's other executive officers.

         Cash Compensation. In determining its recommendations for adjustments
to officers' base salaries for fiscal 2001, the Company focused primarily on the
scope of each officer's responsibilities, each officer's contributions to the
Company's success in moving toward its long-term goals during the fiscal year,
the accomplishment of goals set by the officer and approved by the Board for
that year, the Company's assessment of the quality of services rendered by the
officer, comparison with compensation for officers of comparable companies and
an appraisal of the Company's financial position. In certain situations,
relating primarily to the completion of important transactions or developments,
the Company may also pay cash bonuses, the amount of which will be determined
based on the contribution of the officer and the benefit to the Company of the
transaction or development.

         Equity Compensation. The grant of stock options to executive officers
constitutes an important element of long-term compensation for the executive
officers. The grant of stock options increases management's equity ownership in
the Company with the goal of ensuring that the interests of management remain
closely aligned with those of the Company's Stockholders. The Board believes
that stock options in the Company provide a direct link between executive
compensation and stockholder value. By attaching vesting requirements, stock
options also create an incentive for executive officers to remain with the
Company for the long term. See "Stock Option Plans."

                                      -10-
<PAGE>

                Compensation Committee and Insider Participation

         The Compensation Committee of the Board of Directors ("Compensation
Committee") is responsible for making all compensation decisions with respect to
the executive officers of the Company. The Committee is composed of John C.
Wilcox and Michael J. Pohl, who were elected to the Committee in July 2000 and
July 2001, respectively. In 1999, the Committee retained the independent
compensation consulting firm of Lyons, Benenson & Company Inc. ("LB & Co.") to
review and evaluate the Company's compensation structure and policies. Following
that review, LB & Co. advised the Company that its compensation structure and
policies are appropriate and competitive as compared with those of similarly
situated companies.

Chief Executive Officer Compensation

         As indicated above, the factors and criteria upon which the
compensation of the Chief Executive Officer is based are identical to the
criteria used in evaluating the compensation packages of the other executive
officers of the Company. The Chief Executive Officer's individual contributions
to the Company included his leadership role in establishing and retaining a
strong management team, developing and implementing the Company's business plans
and attracting investment capital to the Company. In addition, the Company
reviewed compensation levels of chief executive officers at comparable companies
with the Company's industry.

Respectfully submitted,

David Reese, Chairman
William C. Samuels, John C. Wilcox
and Michael J. Pohl.



                                      -11-
<PAGE>

                           Corporate Performance Graph

         The following graph shows a comparison of cumulative total stockholder
returns from December 31, 1996 through December 31, 2001 for the Company, the
Nasdaq Stock Market-U.S. Index ("Nasdaq") and the JP Morgan H&Q Technology Index
("H&Q").

                                                 Nasdaq Stock
       Dates          ACTV, Inc.       H&Q        Market-U.S.
       -----          ----------     ------      -------------
       Dec-96         100.00         100.00         100.00
       Jan-97          92.31         110.71         107.09
       Feb-97          84.62         101.67         101.17
       Mar-97          63.46          95.32          94.57
       Apr-97          61.54          98.85          97.52
       May-97          55.77         113.72         108.56
       Jun-97          52.88         114.73         111.90
       Jul-97          46.15         133.18         123.69
       Aug-97          54.81         133.56         123.50
       Sep-97          45.19         139.04         130.82
       Oct-97          55.77         124.19         124.01
       Nov-97          52.88         122.89         124.66
       Dec-97          50.00         117.24         122.48
       Jan-98          52.88         124.76         126.36
       Feb-98          51.92         139.59         138.23
       Mar-98          50.00         141.95         143.34
       Apr-98          46.15         147.48         145.77
       May-98          57.69         136.72         137.67
       Jun-98          60.58         145.33         147.28
       Jul-98          75.00         143.50         145.56
       Aug-98          57.69         112.85         116.70
       Sep-98          62.50         129.19         132.89
       Oct-98          51.92         140.08         138.73
       Nov-98         111.54         156.74         152.83
       Dec-98         117.31         182.36         172.68
       Jan-99         186.54         207.30         197.74
       Feb-99         246.15         184.33         180.04
       Mar-99         350.00         198.60         193.65
       Apr-99         488.46         196.61         199.89
       May-99         473.08         208.93         194.35
       Jun-99         426.92         235.22         211.83
       Jul-99         421.15         232.00         208.01
       Aug-99         336.54         243.29         216.81
       Sep-99         428.85         248.83         217.11
       Oct-99         486.54         274.95         234.51
       Nov-99         671.17         321.40         263.04
       Dec-99        1405.78         407.27         320.89
       Jan-00        1090.40         389.65         309.05
       Feb-00         925.02         498.03         367.84
       Mar-00        1078.86         459.42         360.25
       Apr-00         557.69         409.82         303.01
       May-00         375.02         360.32         266.45


                                      -12-
<PAGE>

                                                 Nasdaq Stock
       Dates          ACTV, Inc.       H&Q        Market-U.S.
       -----          ----------     ------      -------------
       Jun-00         459.63         412.65         313.24
       Jul-00         459.63         386.26         296.26
       Aug-00         548.09         454.33         331.28
       Sep-00         423.08         405.15         288.25
       Oct-00         302.89         368.27         264.57
       Nov-00         205.78         263.63         203.84
       Dec-00         130.77         263.28         193.01
       Jan-01         226.43         301.06         216.42
       Feb-01         147.11         215.03         167.56
       Mar-01         125.97         184.11         144.08
       Apr-01         113.85         219.39         165.57
       May-01          97.85         207.94         165.37
       Jun-01         102.46         205.23         169.81
       Jul-01          70.46         192.14         159.01
       Aug-01          81.23         170.93         141.68
       Sep-01          62.77         134.43         117.81
       Oct-01          66.15         154.06         132.93
       Nov-01          49.85         179.20         151.85
       Dec-01          57.54         181.99         153.15

         The graph assumes that the value of the investment in the Company's
Common Stock, Nasdaq and H&Q was $100 on December 31, 1996 and that all
dividends were reinvested. No dividends have been declared or paid on the
Company's Common Stock.



                                      -13-
<PAGE>


                                  Stock Options


Stock Option Plans

         The Company's 1989 Non-Qualified Stock Option Plan (the "1989 NQSO
Plan") was adopted by the Board of Directors in August 1989 and approved by the
Stockholders in October 1989. The 1989 NQSO Plan provides for the issuance of up
to an aggregate of 100,000 shares of Common Stock upon exercise of options
granted to employees, officers, directors, consultants and independent
contractors. The 1989 NQSO Plan grants the Board the discretion to establish the
option exercise price, and that the option exercise price may be less than fair
market value at the time of the grant of the option. Options granted under the
1989 NQSO Plan shall expire on a date determined by the Board or the Committee,
but in no event later than three months after the termination of employment or
retainer. The 1989 NQSO Plan generally provides that the purchase price must be
delivered in cash, or if permitted by the Board or the Committee, services
rendered or by a combination thereof. At December 31, 2001, 85,000 options were
granted under the 1989 ISO Plan (net of cancellations), of which 82,000 had been
exercised.

         The Company's 1996 Stock Option Plan (the "1996 Plan") was adopted by
the Board of Directors in April 1996 and approved by the Stockholders in July
1996. The purpose of the 1996 Plan is to grant officers, employees and others
who provide significant services to the Company a favorable opportunity to
acquire Common Stock so that they have an incentive to contribute to the
Company's success and remain in its employ. Under the 1996 Plan, the Company is
authorized to issue options for a total of 500,000 shares of Common Stock. At
December 31, 2001, 493,484 options had been granted under the 1996 Plan (net of
cancellations), of which 397,879 had been exercised.

         The Company's 1998 Stock Option Plan (the "1998 Plan") was adopted by
the Board of Directors in April 1998 and approved by the Stockholders in June
1998. The purpose of the 1998 Plan is to grant officers, employees and others
who provide significant services to the Company a favorable opportunity to
acquire Common Stock so that they have an incentive to contribute to the
Company's success and remain in its employ. Under the 1998 Plan, the Company is
authorized to issue options to purchase up to 900,000 shares of Common Stock. At
December 31, 2001, 761,998 options were granted under the 1998 Plan (net of
cancellations), of which 190,995 had been exercised.

         The Company's 1999 Stock Incentive Plan (the "1999 Plan") was adopted
by the Board of Directors in March, 1999 and approved by the Stockholders in
May, 1999. The purpose of the 1999 Plan is to grant officers, employees and
others who provide significant services to the Company a favorable opportunity
to acquire Common Stock so that they have an incentive to contribute to the
Company's success and remain in its employ. Under the 1999 Plan, the Company is
authorized to issue options to purchase up to 1,500,000 shares of Common Stock.
At December 31, 2001, 1,222,500 options were granted under the 1999 Plan (net of
cancellations), of which 164,047 had been exercised.

         The Company's 2000 Stock Incentive Plan (the "2000 Plan") was adopted
by the Board of Directors in March 2000 and by the Stockholders in May 2000. The
2000 Plan is intended to benefit the Stockholders of the Company by providing a
means to attract, retain and reward individuals who can and do contribute to the
longer-term financial success of the Company. Further, the recipients of
stock-based awards under the 2000 Plan should identify their success with that
of the Company's Stockholders and, therefore, be encouraged to increase their
proprietary interest in the Company. All directors, executive officers,
employees, consultants and other persons who perform significant services for or
on behalf of the Company are eligible to participate in the 2000 Plan.

         Under the 2000 Plan, the Company is authorized to issue options,
subject to adjustment, to purchase up to 4,000,000 shares of Common Stock. The
shares of Common Stock to be offered under the 2000 Plan shall not exceed the
sum of (i) 4,000,000; (ii) any shares available for future awards under the
Company's 1996 Plan, 1998 Plan and 1999 Plan as of the effective date of the
2000 Plan; and (iii) any shares that are represented by awards previously
granted whether under a prior plan of the Company or otherwise, which are
forfeited, expire or are canceled without the delivery of shares or which result
in the forfeiture of shares back to the Company.

                                      -14-
<PAGE>

         At December 31, 2001, 2,905,116 options were granted under the 2000
Plan (net of cancellations), of which 30,107 had been exercised.

         The Company's 2001 Stock Incentive Plan (the "2001 Plan") was adopted
by the Board of Directors in July 2001 and by the Stockholders in August 2001.
The 2001 Plan is intended to benefit the Stockholders of the Company by
providing a means to attract, retain and reward individuals who contribute to
the longer-term financial success of the Company. All directors, executive
officers, employees, consultants and other persons who perform significant
services for or on behalf of the Company are eligible to participate in the
2001 Plan.

         Under the 2001 Plan, the Company is authorized to issue options,
subject to adjustment, to purchase up to 1,500,000 shares of Common Stock. As of
December 31, 2001, there were no options granted under the 2001 Plan.

         As of December 31, 2001, the Company has also issued and outstanding
8,714,412 options to purchase shares of Common Stock at varying prices, expiring
at dates from 1999 to 2010, that are not part of the Plans. These include
options to (i) Mr. Samuels for 1,505,000 shares at $1.50 per share and options
for 908,000 shares at $1.60 per share; (ii) Mr. Reese for 694,000 shares at
$1.50 per share, 570,686 shares at $1.60 per share, 300,000 shares at $7.00 per
share, and 286,000 shares at $2.50 per share; (iii) Mr. Crowley for 384,000
shares at $1.50 per share, 347,333 shares at $1.60 per share, 200,000 shares at
$7.00 per share, and 174,000 shares at $2.50 per share. During the year ended
December 31, 2001, these executive officers exercised 680,000 options that are
not part of the Plans.

Section 401(k) Plan

         During 1996, the Company adopted a Savings and Retirement Plan (the
"401(k) Plan") covering the Company's full-time employees, the 401(k) Plan is
intended to qualify under Section 401(k) of the Internal Revenue Code, so that
contributions to the 401(k) Plan by employees or by the Company, and the
investment earnings on such contributions, are not taxable to employees until
withdrawn from the 401(k) Plan, and so that contributions by the Company, if
any, will be deductible by the Company when made. Pursuant to the 401(k) Plan,
employees may elect to reduce their current compensation by up to the
statutorily prescribed annual limit ($10,500 in 2001) and to have the amount of
such reduction contributed to the 401(k) Plan. The 401(k) Plan permits, but does
not require, additional matching contributions to the 401(k) Plan by the Company
on behalf of all participants in the 401(k) Plan.


                             SECTION 16(a) REPORTING

         As under the securities laws of the United States, the Company's
directors, its executive (and certain other) officers, and any persons holding
ten percent or more of the Company's Common Stock must report on their ownership
of the Company's Common Stock and any changes in that ownership to the
Securities and Exchange Commission and to the National Association of Securities
Dealers, Inc.'s Automated Quotation System. Specific due dates for these reports
have been established. During the year ended December 31, 2001 the Company
believes all reports on behalf of its executive officers and directors for all
transactions were filed on a timely basis.

                       MEETINGS OF THE BOARD OF DIRECTORS

         There were six meetings of the Company's Board of Directors during
2001. All of the Directors were either present or participated by telephone
conference call at such meetings.

         The Company has a Compensation and Stock Option Committee (the
"Compensation Committee"), which during 2001 consisted of John C. Wilcox, Steven
W. Schuster (through July 9, 2001) and Michael J. Pohl (beginning July 27,
2001). The Compensation Committee decides issues relating to compensation and
stock options. There was one meeting of the Compensation Committee during 2001.


         The Company also has an Audit Committee, which during 2001 consisted of
John C. Wilcox, Steven W. Schuster (through July 9, 2001), Melvyn N. Klein
(beginning May 31, 2001) and Michael J. Pohl (beginning July 27, 2001). There
were four meetings of the Company's Audit Committee during 2001.




                                      -15-
<PAGE>

Audit Committee Report

       The Audit Committee has reviewed and discussed the Company's audited
financial statements for the fiscal year ended December 31, 2001 with management
and has received the written disclosures and the letter from Deloitte & Touche
LLP, the Company's independent auditors, required by Independence Standards
Board Standard No. 1 (Independent Discussions with Audit Committee). The Audit
Committee has also discussed with Deloitte & Touche LLP the Company's audited
financial statements for the fiscal year ended December 31, 2001, including
among other things the quality of the Company's accounting principles, the
methodologies and accounting principles applied to significant transactions, the
underlying processes and estimates used by management in its financial
statements and the basis for the auditor's conclusions regarding the
reasonableness of those estimates, and the auditor's independence, as well as
the other matters required by Statement on Auditing Standards No. 61 of the
Auditing Standards Board of the American Institute of Certified Public
Accountants.

         Based on these discussions with Deloitte & Touche LLP and the results
of the audit of the Company's financial statements, the Audit Committee members
recommended unanimously to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001.

         Each of the Audit Committee members, as listed above, are independent
directors as defined by the NASD's rules.


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In September 1998, Liberty Media invested $5 million in the Company and
in return for its investment received 2,500,000 shares of Common Stock and an
option to purchase an additional $5 million of Common Stock. Also in September
1998, the Company and Liberty Media created LMC IATV Events, LLC to license and
produce individualized marquee national or international pay-per-view events. In
connection with this venture, the Company granted LMC IATV Events an exclusive
license to produce and distribute pay-per-view events that incorporate the
Company's individualized programming enhancements.

         In March 1999, Liberty Media exercised its option to purchase Common
Stock for $5 million and purchased additional Common Stock at $8.00 per share
for $4 million. The Company also issued warrants to Liberty Media which, if
fully exercised, would require Liberty Media to invest an additional $90 million
in the Company. These warrants were fully exercisable, had a weighted average
exercise price of $12.00 and expired in three equal tranches in March 2000, 2001
and 2004. On March 28, 2000, Liberty exercised the first tranche of its warrants
for 2,500,000 shares of the Company's unregistered Common Stock. The second
tranche expired in March 2001, resulting in the expiration of the third tranche.
Liberty Media has demand registration rights with respect to the Common Stock it
acquired in these transactions.

         In connection with Liberty Media's purchases of Common Stock of the
Company in 1998 and 1999, Liberty Media acquired the right to nominate members
to the Company's Board based on the number of shares of Common Stock it actually
owns. The Company has agreed to use its reasonable best efforts to have Liberty
Media's nominees elected to the Company's Board. To date, Liberty Media has not
exercised this right.

         In April 2000, the Company entered into an agreement with Liberty
Livewire, a unit of Liberty Media, to jointly market HyperTV With Livewire.
Liberty Livewire is the U.S. leader in audio and video post-production and
location services. The agreement gives Liberty Livewire the right to provide
content creation services and, through its affiliate AT&T IP Services, a
scaleable hosting infrastructure for HyperTV With Livewire. Pursuant to the
agreement creating HyperTV With Livewire, the Company received warrants to
purchase 2.5 million shares of Liberty Livewire common stock.

         All current transactions between the Company and its officers,
directors and principal stockholders or any affiliates thereof are, and in the
future such transactions will be, on terms no less favorable to the Company than
could be obtained from unaffiliated third-parties.



                                      -16-
<PAGE>

                                 PROPOSAL NO. 2


              RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE, LLP
                     AS THE COMPANY'S INDEPENDENT CERTIFIED
                               PUBLIC ACCOUNTANTS

         The Board of Directors of the Company has adopted resolutions
appointing Deloitte & Touche, LLP as the Company's independent certified public
accountants for the ensuing year. Deloitte & Touche, LLP, which has served as
the Company's independent certified public accountants since 1989, is familiar
with the Company's operations, accounting policies and procedures and is, in the
Company's opinion, well-qualified to act in this capacity. A member of Deloitte
& Touche, LLP will be available to answer questions and will have the
opportunity to make a statement if he or she so desires at the Annual Meeting of
Stockholders.


Deloitte & Touche, LLP Fees for Fiscal 2001

         Audit Fees. Audit fees billed to the Company by Deloitte & Touche, LLP
for the fiscal year ended December 31, 2001, for review of the Company's annual
financial statements, and those financial statements included in the Company's
quarterly reports on Form 10-Q totaled $137,000.

         Financial Information Systems Design and Implementation Fees. Deloitte
& Touche, LLP did not perform any financial information technology services for
the Company during the fiscal year ended December 31, 2001.

         All Other Fees. The aggregate fees billed by Deloitte & Touche, LLP for
all other services rendered to the Company for the fiscal year ended December
31, 2001 totaled $156,780.

Stockholder Vote Required

         Ratification of the appointment of Deloitte & Touche, LLP as the
Company's independent certified public accountants requires the affirmative vote
of the holders of a majority of the shares of Common Stock present in person or
represented by proxy at the Annual Meeting of Stockholders.

          THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF
           THE APPOINTMENT OF DELOITTE & TOUCHE, LLP AS THE COMPANY'S
                   INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.


                                  OTHER MATTERS

         The Board of Directors does not know of any matters other than those
referred to in the notice of meeting that will be presented for consideration at
the Meeting. However, it is possible that certain proposals may be raised at the
Meeting by one or more Stockholders. In such case, or if any other matter should
properly come before the Meeting, it is the intention of the person named in the
accompanying proxy to vote such proxy in accordance with his or her best
judgment.

                             SOLICITATION OF PROXIES

         The cost of soliciting proxies will be borne by the Company.
Solicitations may be made by mail, personal interview, telephone, and telegram
by directors, officers and employees of the Company. The Company will reimburse
banks, brokerage firms, other custodians, nominees and fiduciaries for
reasonable expenses incurred in sending proxy material to beneficial owners of
the Company's capital stock.


                                      -17-
<PAGE>

                              STOCKHOLDER PROPOSALS

         Proposals of Stockholders of the Company that are intended to be
presented by such Stockholders at the Company's next Annual Meeting of
Stockholders must be received by the Company no later than January 1, 2003 in
order that they may be considered for inclusion in the Proxy Statement and form
of proxy relating to that Meeting.

                  ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
                                   COMMISSION

         Copies of the annual report (Form 10-K) of the Company for the year
ended December 31, 2001, as filed with the Securities and Exchange Commission
(without exhibits), and any amendments thereto, are available to Stockholders
free of charge by writing to ACTV, Inc., 233 Park Avenue South, 10th Floor, New
York, New York 10003-1604.


                                        By Order of the
                                        Board of Directors
                                        of ACTV, Inc.

                                        /s/ DAVID REESE
                                        -------------------------
                                        David Reese
                                        Chairman

May 31, 2002



                                      -18-
<PAGE>



PROXY BY MAIL

Every properly signed proxy will be voted in accordance with the specifications
made thereon. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS
1 AND 2.

This Proxy is solicited on behalf of ACTV, Inc.'s Board of Directors.

                                                FOR      WITHHELD
1.       To elect two Class III directors       ALL      FOR ALL      ABSTAIN
         to hold office for a term of
         three years.                           / /        / /         / /

Nominees:

         01       William C. Samuels
         02       John C. Wilcox

INSTRUCTION: To withhold authority to vote for any individual, write that
nominee's name in the space provided below.

2        To ratify the appointment of           FOR      AGAINST      ABSTAIN
         Deloitte & Touche, LLP
         as the Company's independent
         certified public accountants.          / /       / /           / /

3.         To transact such other business as may properly come before the
Meeting, or any adjournment of the Meeting.

         The undersigned hereby acknowledges receipt of a copy of the
accompanying Notice of Meeting and Proxy Statement and hereby revokes any proxy
or proxies heretofore given.

Please mark, sign and mail your proxy promptly in the envelope provided.

     --------------------------------------------------------------------------
     | IF YOU WISH TO VOTE ELECTRONICALLY PLEASE READ THE INSTRUCTIONS BELOW. |
     --------------------------------------------------------------------------


                     ----------------------------------------
                     |                                       |
                     |    COMPANY NUMBER:                    |
                     |                                       |
                     |    PROXY NUMBER:                      |
                     |                                       |
                     |    ACCOUNT NUMBER:                    |
                     |                                       |
                     ----------------------------------------

Signature                      Signature                   Date
         -------------------            ------------------    ---------------

Note: Please sign exactly as name appears in the Company's records. Joint owners
should each sign. When signing as attorney, executor or trustee, please give
title as such.

<PAGE>


          ----------------------------------------------------
          |  FOLD AND DETACH HERE AND READ THE REVERSE SIDE   |
          ----------------------------------------------------


                       LOGO        VOTE BY INTERNET          LOGO


                                   ACTV, INC.


|_| You can now vote your shares electronically through the Internet.
|_| This eliminates the need to return the proxy card.
|_| Your electronic vote authorizes the named proxies to vote your shares in the
    same manner as if you marked, signed, dated and returned the proxy card.

TO VOTE YOUR PROXY BY INTERNET
www.actv.com

Have your proxy card in hand when you access the above Website. You will be
prompted to enter the company number, proxy number and account number to create
an electronic ballot. Follow the prompts to vote your shares.

                           TO VOTE YOUR PROXY BY MAIL

Mark, sign and date your proxy card above, detach it and return it in the
postage-paid envelope provided.

                  PLEASE DO NOT RETURN THE ABOVE CARD IF VOTED
                                 ELECTRONICALLY






<PAGE>




          GENERAL PROXY - ANNUAL MEETING OF STOCKHOLDERS OF ACTV, INC.


         The undersigned hereby appoints David Reese, or such other executive
officer of ACTV, Inc. as designated by the Board of Directors, with full power
of substitution, proxy to vote all of the shares of Common Stock of the
undersigned and with all of the powers the undersigned would possess if
personally present, at the Annual Meeting of Stockholders of ACTV, Inc., to be
held at the W Hotel-Union Square, 201 Park Avenue South, New York, New York
10003, on June 27, 2002 at 9:30a.m., and at all adjournments thereof, upon the
matters specified on the reverse side, all as more fully described in the Proxy
Statement dated May 31, 2002 and with the discretionary powers upon all other
matters which come before the meeting or any adjournment thereof.

       (Continued, and to be marked, dated and signed, on the other side)

       ------------------------------------------------------------------
                              FOLD AND DETACH HERE



