UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A1

        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1998

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

                       Delaware                           94-2907258
          ---------------------------------------------------------------
          (State or other jurisdiction of             (I.R.S. Employer
           incorporation or organization)              Identification No.)

                           1270 Avenue of the Americas
                   New York, New York                   10020
                   ------------------------------------------
               (Address of principal executive offices) (Zip Code)

       (212) 262-2570 (Registrant's telephone number, including area code)

               Securities registered pursuant to Section 12 (b) of
                                    the Act:

       Title of each class             Name of exchange on which registered
       -------------------             ------------------------------------
   Common Stock, Par Value $0.10              Boston Stock Exchange

          Securities registered pursuant to Section 12 (g) of the Act:

                     Common Stock, par value $0.10 per share
                     ---------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As of April 19, 1999, the aggregate market value of the voting stock held by
non-affiliates of the registrant (based on The Nasdaq Stock Market closing price
on April 16, 1999) was $499,102,147.

As of April 19, 1998, there were 39,136,915 shares of the registrant's common
stock outstanding.


                                        1
<PAGE>


The Company's Annual Report on Form 10-K filed March 19, 1999, is being amended
to include as Exhibit 99 an Independent Auditors Consent to the incorporation by
reference of their report dated March 11, 1999 in certain Registration
Statements on Form S-3 and to amended the Exhibit Index to reflect the inclusion
of Exhibit 99.


<PAGE>


(a)3.   EXHIBITS INDEX (inapplicable items omitted):

3.1.a    Restated Certificate of Incorporation of ACTV, Inc.*
3.1.b    Amendment to Certificate of Incorporation of ACTV, Inc.** 
3.1.c    Certificate of Designation of Series B 10% Convertible Preferred Stock
         of ACTV, Inc.******
3.2      By-Laws of ACTV, Inc.*
9.1      Voting Agreement dated November 11, 1994, by and between William C.
         Samuels and Michael J. Freeman.***
9.2      Voting Trust Agreement dated March 10, 1994 by and among William C.
         Samuels, The Washington Post Company and ACTV, Inc.**
10.1     First Amendment to Lease, dated December January 13, 1997 by and
         between the Registrant, as the Tenant, and Rockefeller Center
         Properties, as the Landlord.****
10.2     Form of 1989 Employee Incentive Stock Option Plan.*
10.3     Form of Amendment No. 1 to 1989 Employee Incentive Stock Option Plan.*
10.4     Form of 1989 Employee Non-qualified Stock Option Plan.*
10.5     Form of Amendment No. 1 to 1989 Employee Non-qualified Stock Option
         Plan.*
10.8     1996 Non-qualified Stock Option Plan.****
10.9     1992 Stock Appreciation Rights Plan.****
10.10    1996 Stock Appreciation Rights Plan.****
10.11    deleted--replaced by 10.40
10.12    deleted--replaced by 10.41
10.13    deleted--replaced by 10.42
10.14    Master Programming License Agreement dated December 2, 1996, by and
         between ACTV, Inc. and Liberty/Fox Sports, LLC.****
10.15    Enhancement License Agreement dated December 4, 1996, by and between
         ACTV, Inc. and Prime Ticket Networks, L.P., d/b/a Fox Sports West.++,
         ****
10.16    Enhancement License Agreement dated February 28, 1997, by and between
         ACTV, Inc. and ARC Holding, Ltd., d/b/a Fox Sports Southwest.++, ****
10.17    Agreement dated march 30, 1995 between General Instrument Corporation
         and ACTV, Inc.***
10.18    Technical Services Agreement dated May 1995 between the David Sarnoff
         Research Center, Inc. and ACTV, Inc.***
10.19    Option Agreement dated December 4, 1995 between the David Sarnoff
         Research Center and ACTV, Inc.****
10.21(a) deleted
10.21(b) deleted
10.21(c) Option Agreement dated September 29, 1995 between ACTV, Inc. and
         Richard H. Bennett.***
10.21(d) Assignment dated September 29, 1995 between ACTV, Inc. and Richard H.
         Bennett.***
10.21(e) deleted--replaced by 10.44(a) 
10.21(f) deleted 
10.21(h) deleted--replaced by 10.44(b) 
10.21(j) deleted--replaced by 10.44(c) 
10.22    deleted--expired 
10.23(a) deleted--replaced by 10.43(a) 
10.23(b) deleted--replaced by 10.43(b) 
10.23(c) deleted--replaced by 10.43(c) 
10.23(d) deleted 
10.23(e) deleted 
10.23(f) deleted 
10.23(g) deleted
10.24(a) Stock Option Agreement, dated March 14, 1997, by and between HyperTV
         Networks, Inc. and William C. Samuels. +
10.24(b) Stock Option Agreement, dated March 14, 1997, by and between HyperTV
         Networks, Inc. and Bruce Crowley. +
10.24(c) Stock Option Agreement, dated October 1, 1997, by and between HyperTV
         Networks, Inc. and William Samuels. +
10.24(d) Stock Option Agreement, dated October 1, 1997, by and between HyperTV
         Networks, Inc. and Bruce Crowley. +
10.25(a) Stock Option Agreement by and between ACTV Entertainment, Inc. and
         William Samuels dated March 14, 1997 and amended January 14, 1998. +
10.25(b) Stock Option Agreement by and between ACTV Entertainment, Inc. and
         David Reese dated March 14, 1997 and amended January 14, 1998. +
10.26(a) Stock Option Agreement by and between Florida Individualized Television
         Network, Inc. and William Samuels dated June 3, 1997 and amended
         January 14, 1998. +
10.26(b) Stock Option Agreement by and between Northwest Individualized
         Television Network, Inc. and William Samuels dated June 3, 1997 and
         amended January 14, 1998. +
10.26(c) Stock Option Agreement by and between New York Individualized
         Television Network, Inc. and William Samuels dated June 3, 1997 and
         amended January 14, 1998. +
10.26(d) Stock Option Agreement by and between San Francisco Individualized
         Television Network, Inc. and William Samuels dated June 3, 1997 and
         amended January 14, 1998. +

10.26(e) Stock Option Agreement by and between Los Angeles Individualized
         Television Network, Inc. and William Samuels dated March 14, 1997 and
         amended January 14, 1998. +
10.26(f) Stock Option Agreement by and between Texas Individualized Television
         Network, Inc. and William Samuels dated March 14, 1997 and amended
         January 14, 1998. +
10.26(g) Stock Option Agreement by and between Florida Individualized Television
         Network, Inc. and David Reese dated June 3, 1997 and amended January
         14, 1998. +
10.26(h) Stock Option Agreement by and between Northwest Individualized
         Television Network, Inc. and David Reese dated June 3, 1997 and amended
         January 14, 1998. +
10.26(i) Stock Option Agreement by and between New York Individualized
         Television Network, Inc. and David Reese dated June 3, 1997 and amended
         January 14, 1998. +
10.26(j) Stock Option Agreement by and between San Francisco Individualized
         Television Network, Inc. and David Reese dated June 3, 1997 and amended
         January 14, 1998. +
10.26(k) Stock Option Agreement by and between Los Angeles Individualized
         Television Network, Inc. and David Reese dated March 14, 1997 and
         amended January 14, 1998. +
10.26(l) Stock Option Agreement by and between Texas Individualized Television
         Network, Inc. and David Reese dated March 14, 1997 and amended January
         14, 1998. +
10.27    ACTV Entertainment Shareholder Agreement dated March 14, 1997 and
         amended January 14, 1998. +
10.28    HyperTV Networks Shareholder Agreement dated March 14, 1997. + 10.29
         HyperTV Networks Additional Shareholder Agreement dated 
         October 1,1997. +
10.30    deleted--replaced by 10.45
10.31    deleted--replaced by 10.46
10.32    The Los Angeles Individualized Television Network, Inc. Sublicense
         Agreement dated March 14, 1997 between ACTV Entertainment and The Los
         Angeles Individualized Television Network, Inc. +
10.33    The San Francisco Individualized Television Network, Inc. Sublicense
         Agreement dated January 1, 1989 between ACTV Entertainment and The San
         Francisco Individualized Television Network, Inc. +
10.34    The Texas Individualized Television Network, Inc. Sublicense Agreement
         dated March 14, 1997 between ACTV Entertainment and The Texas
         Individualized Television Network, Inc. +
10.35    The Los Angeles Individualized Television Network, Inc. Service
         Agreement dated March 14, 1997 between ACTV, Inc., ACTV Entertainment
         and The Los Angeles Individualized Television Network, Inc. +
10.36    The San Francisco Individualized Television Network, Inc. Service
         Agreement dated January 1, 1998 between ACTV, Inc., ACTV Entertainment
         and The San Francisco Individualized Television Network, Inc. +
10.37    The Texas Individualized Television Network, Inc. Service Agreement
         dated March 14, 1997 between ACTV, Inc., ACTV Entertainment and The
         Texas Individualized Television Network, Inc. +
10.38    Form of Note Purchase Agreement of the Texas Individualized Television
         Network dated as of January 13, 1998 *****
10.39    Common Stock Purchase Warrant issued pursuant to the Note Purchase
         Agreement as of January 14, 1998 *****
10.40    Amended employment agreement dated February 22, 1999, between ACTV,
         Inc. and William C. Samuels, amending and restating in full the
         agreement dated August 1, 1995, as amended.
10.41    Amended employment agreement dated February 22, 1999, between ACTV,
         Inc. and David Reese, amending and restating in full the agreement
         dated August 1, 1995, as amended.
10.42    Amended employment agreement dated February 22, 1999, between ACTV,
         Inc. and Bruce Crowley, amending and restating in full the agreement
         dated August 1, 1995, as amended.
10.43(a) Amended stock option agreement dated January 4, 1999, between ACTV,
         Inc. and William C. Samuels, amending and restating in full the
         agreement dated February 21, 1998.
10.43(b) Amended stock option agreement dated January 4, 1999, between ACTV,
         Inc. and Bruce Crowley, amending and restating in full the agreement
         dated February 21, 1998.
10.43(c) Amended stock option agreement dated January 4, 1999, between ACTV,
         Inc. and David Reese, amending and restating in full the agreement
         dated February 21, 1998.
10.44(a) Amended stock option agreement dated March 5, 1999, between ACTV, Inc.
         and William C. Samuels, amending and restating in full the agreement
         dated December 1, 1995, as amended.
10.44(b) Amended stock option agreement dated March 5, 1999, between ACTV, Inc.
         and David Reese, amending and restating in full the agreement dated
         December 1, 1995, as amended.
10.44(c) Amended stock option agreement dated March 5, 1999, between ACTV, Inc.
         and Bruce Crowley, amending and restating in full the agreement dated
         December 1, 1995, as amended.
10.45    Amended license agreement dated March 8, 1999, between ACTV, Inc. and
         ACTV Entertainment, Inc., amending and restating in full the agreement
         dated March 14, 1997.
10.46    Amended license agreement dated March 8, 1999, between ACTV, Inc. and
         HyperTV Networks, Inc., amending and restating in full the agreement
         dated March 13, 1997.
10.47    Patent assignment and license  agreement between ACTV, Inc. and
         Earthweb, Inc. dated December 1, 1997.
10.48    Employment agreement dated January 1, 1999, between ACTV, Inc. and
         Christopher Cline.
21       Subsidiaries of the Registrant
27       Financial Data Schedule
99       Independent Auditors Consent
*       Incorporated by reference from Form S-1 Registration Statement (File No.
        33-34618)
**      Incorporated by reference to ACTV, Inc.'s Form 10-K for the year ended
        December 31, 1993.
***     Incorporated by reference from Form S-1 Registration Statement (File No.
        33-63879) which became effective on February 12, 1996.
****    Incorporated by reference to ACTV, Inc.'s Form 10-K for the year ended
        December 31, 1996.
*****   Incorporated by reference from the Exhibits to Schedule 13D filed by
        Value Partners, Ltd. on January 23, 1998.
******  Incorporated by reference from Form S-3 Registration Statement filed on
        December 30, 1998.
+       Incorporated by reference to ACTV, Inc.'s Form 10-K for the year ended
        December 31, 1997.
++      Certain information contained in this exhibit has been omitted and filed
        separately with the Commission along with an application for
        non-disclosure of information pursuant to Rule 24b-2 of the Securities
        Act of 1933, as amended.

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized in the City of New York
and State of New York on the 20th day of April 1999.

                                    ACTV, Inc.

                                    By:  /s/ William C. Samuels
                                          ------------------------------------
                                          William C. Samuels
                                          Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this
Report has been signed below by the following persons in the capacities and on
the date indicated.
<TABLE>
<CAPTION>
Signature                                   Title                                   Date
---------                                   -----                                   ----

<S>                             <C>                                             <C> 
/s/ William C. Samuels                                                          April 20, 1999
------------------------
William C. Samuels              Chairman of the Board, Chief Executive
                                Officer, President and Director

/s/ David Reese                                                                 April 20, 1999
------------------------
David Reese                     President, Chief Operating Officer,
                                President - ACTV Entertainment, Inc.,
                                and Director

/s/ Bruce Crowley                                                               April 20, 1999
------------------------
Bruce Crowley                   Executive Vice President, President - HyperTV
                                Networks, Inc. and Director

/s/ Christopher C. Cline                                                        April 20, 1999
------------------------
Christopher C. Cline            Senior Vice President, Chief Financial
                                Officer and Secretary

/s/ William A. Frank                                                            April 20, 1999
------------------------
William A. Frank                Director

/s/ Steven W. Schuster                                                          April 20, 1999
------------------------
Steven W. Schuster              Director
</TABLE>