<SUBMISSION>
<ACCESSION-NUMBER>0001125282-03-003512
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20030515
<ITEMS>5
<ITEMS>7
<ITEMS>9
<FILING-DATE>20030516
<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>03709253
</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>b325025_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 15, 2003

                                   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 10022
          (Address of principal executive offices, including zip code)

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

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


<PAGE>



Item 5. Other Events

         On May 14, 2003, ACTV, Inc. ("ACTV") issued a press release announcing
that it received notice of a NASDAQ Staff Determination dated May 9, 2003,
indicating that ACTV's common stock will be delisted from The NASDAQ National
Market on May 20, 2003, absent an appeal by ACTV. A copy of the press release is
attached as Exhibit 99.1 to this report. ACTV intends to file a request for a
hearing before a NASDAQ Listing Qualifications Panel to review the determination
of the NASDAQ Staff.

Item 7. Financial Statements and Exhibits

        (a)      Not applicable
        (b)      Not applicable
        (c)      Exhibits

        99.1 Press Release dated May 14, 2003.
        99.2 Press Release dated May 15, 2003

Item 9. Regulation FD Disclosure

     On May 15, 2003, ACTV issued a press release describing its results of
operations for the three months ended March 31, 2003. A copy of the press
release is attached as Exhibit 99.2 to this report. The information under this
caption is furnished by ACTV pursuant to Item 12, Results of Operations and
Financial Condition, under Item 9 of Form 8-K in accordance with the Securities
and Exchange Commission Release No. 34-47583. This information shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.

                                   SIGNATURES

         Pursuant to the requirement of the Securities Exchange Act of 1934, as
amended, 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 16, 2003


<PAGE>



                                  EXHIBIT INDEX


         EXHIBIT NUMBER      DESCRIPTION

         99.1                Press Release dated May 14, 2003
         99.2                Press Release dated May 15, 2003



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>b325025ex99_1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>



Exhibit 99.1

FOR IMMEDIATE RELEASE


    ACTV ANNOUNCES RECEIPT OF NASDAQ DELISTING NOTICE; SETS DATE FOR SPECIAL
               SHAREHOLDER MEETING TO VOTE ON MERGER WITH OPENTV

New York, May 14, 2003 - ACTV, Inc. (Nasdaq: IATV) announced today that it
received notice of a Nasdaq Staff Determination dated May 9, 2003, indicating
that ACTV's common stock will be delisted from The Nasdaq National Market on May
20, 2003, absent an appeal by the company.

ACTV intends to seek continued listing by filing a request for a hearing before
a Nasdaq Listing Qualifications Panel to review the determination of the Nasdaq
Staff. Under applicable Nasdaq rules, pending a decision by the Listing
Qualifications Panel, shares of ACTV common stock will continue to trade on The
Nasdaq Stock Market. No assurance can be given that the Listing Qualifications
Panel will grant ACTV's request for continued listing.

Separately, the company announced that today it filed with the Securities and
Exchange Commission, and mailed to holders of ACTV common stock as of May 8,
2003, definitive proxy materials relating to a special meeting of ACTV
shareholders at which the shareholders will vote on the previously announced
acquisition of the company by OpenTV Corp. (Nasdaq and Euronext Amsterdam: OPTV)
in a stock-for-stock merger. ACTV has set June 24, 2003 as the date for the
special meeting.

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.

<PAGE>

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.

Contact:
Christopher Cline
Senior Vice President & CFO
ACTV, Inc.
(Investors)
212-497-7000
ir@actv.com

                                       ###




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>b325025ex99_2.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>




Exhibit 99.2



FOR IMMEDIATE RELEASE
---------------------

                  ACTV, Inc. Reports 2003 First Quarter Results

NEW YORK, NY - May 15, 2003 -- ACTV, Inc. (Nasdaq: IATV), a digital media
company specializing in interactive television and enhanced media technologies,
today reported results for the three months ended March 31, 2003 and 2002.

2003 First Quarter Financial Results

Revenues for the first quarter 2003 were $2.3 million, compared with $3.2
million in the first quarter 2002.

ACTV's net loss for the three months ended March 31, 2003 was $(5.4) million or
$(0.10) per basic share versus net income of $0.5 million or $0.01 per basic
share, respectively in 2002. Results for the three-month period ending March 31,
2003 included a restructuring charge of $1.0 million, related to employee
severance. Results for the three-month period ending March 31, 2002 included a
non-cash benefit of $6.0 million, related to a reduction in option-based
compensation expense.

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.

For more information contact:

ACTV, Inc.
----------
Christopher Cline
Senior Vice President & CFO
ACTV, Inc.
(Investors)
212-497-7000
ir@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.

                                      # # #


<PAGE>


                           ACTV, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                                   DECEMBER 31,
                                                                              MARCH 31, 2003           2002
                                                                             ------------------   ----------------
                                                                                (Unaudited)
<S>                                                                          <C>                  <C>
                                   ASSETS
Current assets:
  Cash and cash equivalents                                                  $      22,643,506    $    23,813,611
  Short-term investments                                                            21,181,683         23,997,246
  Accounts receivable-net                                                            1,202,579          1,947,866
  Other                                                                              1,843,410          1,932,721
                                                                             ------------------   ----------------
    Total current assets                                                            46,871,178         51,691,444

Property and equipment-net                                                           2,922,270          3,578,176

Other assets:
  Restricted cash                                                                      484,913            484,913
  Investment in warrant                                                              2,534,090          2,655,681
  Investments--other                                                                  5,747,776          5,783,697
  Patents and patents pending                                                        8,846,297          8,835,376
  Software development costs                                                         4,536,725          4,730,223
  Goodwill                                                                             935,701            935,701
  Other                                                                                 81,385             79,961
                                                                             ------------------   ----------------
    Total other assets                                                              23,166,887         23,505,552
                                                                             ------------------   ----------------
      Total assets                                                           $      72,960,335    $    78,775,172
                                                                             ==================   ================

                    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses                                      $       1,830,623    $       944,179
  Deferred revenue                                                                   3,805,426          3,879,960
                                                                             ------------------   ----------------
      Total current liabilities                                                      5,636,049          4,824,139

Deferred revenue                                                                    62,441,873         63,346,826
Minority interest                                                                           --            366,940

Stockholders' equity:
  Common stock, $0.10 par value, 200,000,000 shares authorized: issued and
    outstanding 55,881,047 at March 31, 2003, and 55,877,545 at December 31,
    2002                                                                             5,588,105          5,587,755
  Stockholder loans                                                                    (82,999)           (82,999)
  Additional paid-in capital                                                       311,392,934        311,392,444
  Accumulated deficit                                                             (312,015,627)      (306,659,933)
                                                                             ------------------   ----------------
    Total stockholders' equity                                                       4,882,413         10,237,267
                                                                             ------------------   ----------------

      Total liabilities and stockholders' equity                             $      72,960,335    $    78,775,172
                                                                             ==================   ================

</TABLE>


<PAGE>



                           ACTV, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                           THREE MONTHS
                                                                                         ENDED MARCH 31,
                                                                              ---------------------------------------
                                                                                           2003                2002
                                                                              ------------------   ------------------
<S>                                                                           <C>                  <C>
Revenue                                                                       $       2,259,515    $       3,186,421
Costs and expenses:
  Selling, general and administrative expenses                                        5,918,561            6,050,416
  Depreciation and amortization                                                       1,085,535            1,305,461
  Restructuring charge                                                                1,001,237                   --
  Stock-based compensation income                                                            --           (6,002,831)
                                                                              ------------------   ------------------
    Total costs and expenses                                                          8,005,333            1,353,046
                                                                              ------------------   ------------------

(Loss)/income from operations                                                        (5,745,818)           1,833,375

Interest income                                                                         180,696              288,540

Other expense                                                                          (157,512)          (2,459,873)
                                                                              ------------------   ------------------

Loss before minority interest and cumulative effect of accounting change             (5,722,634)            (337,958)

Minority interest-subsidiaries                                                          366,940              788,816

                                                                              ------------------   ------------------
Net (loss)/income                                                              $     (5,355,694)    $        450,858
                                                                              ------------------   ------------------

Net (loss)/income per share:
  Basic
    Basic net (loss)/income per share                                          $          (0.10)    $           0.01
                                                                              ------------------   ------------------
  Diluted
    Diluted net (loss)/income per share                                        $          (0.10)    $           0.01
                                                                              ------------------   ------------------

Shares used in basic calculations                                                    55,879,101           55,883,934
Shares used in diluted calculations                                                  55,879,101           56,862,945
</TABLE>



</TEXT>
</DOCUMENT>
</SUBMISSION>
