<SUBMISSION>
<ACCESSION-NUMBER>0001125282-03-003763
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20030605
<ITEMS>5
<ITEMS>7
<FILING-DATE>20030605
<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>03734564
</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>b325317_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) June 5, 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 June 5, 2003, ACTV, Inc. ("ACTV") issued a press release announcing
that it received an additional deficiency notice from Nasdaq dated May 30, 2003,
indicating that as of March 31, 2003, ACTV is no longer in compliance with the
minimum shareholders' equity requirement of $10,000,000, as set forth in Nasdaq
Marketplace Rules 4450(a)(3) and 4450(b)(1). On May 9, 2003, ACTV received
notice from Nasdaq indicating that its common stock did not comply with Nasdaq's
$1.00 minimum bid price requirement, and that ACTV's common stock would be
delisted on May 20, 2003, absent an appeal by the company. ACTV appealed the
Nasdaq Staff Determination and is scheduled to attend a hearing before the
Nasdaq Listing Qualifications Panel to review the determination of the Nasdaq
Staff on June 19, 2003. The shareholders' equity deficiency and the minimum bid
price deficiency will be discussed at the hearing.

         A copy of the press release is attached as Exhibit 99.1 to this report.

Item 7. Financial Statements and Exhibits

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


99.1 Press Release dated June 5, 2003.


<PAGE>


                                   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 Cline
                                        ----------------------------------
                                        Christopher C. Cline
                                        Chief Financial Officer


Dated: June 5, 2003


<PAGE>



                                  EXHIBIT INDEX

EXHIBIT NUMBER         DESCRIPTION
--------------         -----------

   99.1                Press Release dated June 5, 2003




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>b325317ex_99-1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE

ACTV Announces Receipt of Nasdaq Additional Deficiency Notice

NEW YORK, June 5, 2003, ACTV, Inc. (NASDAQ: IATV - News) announced today that it
received an additional deficiency notice from Nasdaq dated May 30, 2003,
indicating that as of March 31, 2003 ACTV is no longer in compliance with the
shareholders' equity requirement of $10,000,000, as set forth in Nasdaq
Marketplace Rules 4450(a)(3) and 4450(b)(1).

ACTV previously received notice of a Nasdaq Staff Determination on May 9, 2003,
indicating that ACTV's common stock would be delisted from The Nasdaq National
Market on May 20, 2003, absent an appeal by ACTV. The Nasdaq Staff cited as the
reason for its decision the fact that ACTV's common stock price did not comply
with Nasdaq's $1.00 minimum bid price requirement. ACTV appealed the Nasdaq
Staff Determination and is scheduled to attend a hearing before a Nasdaq Listing
Qualifications Panel to review the determination of the Nasdaq Staff on June 19,
2003. The additional shareholders' equity deficiency will, in addition to the
minimum bid price deficiency, be the subject of discussion at the hearing. Under
applicable Nasdaq rules, pending a decision by the Nasdaq 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.

About ACTV, Inc.

ACTV, Inc. (Nasdaq: IATV - News) 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.

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


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