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UNITED STATES
  SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q/A

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AMENDMENT NO. 1 TO QUARTERLY REPORT
  PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

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

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|DELAWARE
        (State or other jurisdiction of
        incorporation or organization)          | 94-2907258
      (I.R.S. Employer
      Identification No.)
|------------------------------------------------------------------------------------------------ | -----------------------------------------------------------
|                                                                                                 |                                                            
|233
        PARK AVENUE SOUTHNEW YORK, NEW YORK
        (Address of principal executive offices) | 10003
      (Zip Code)                                     

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

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  No

As of May 8, 2002, there were 55,949,958 shares of the registrants common stock outstanding.

The amendment No. 1 to Form 10-Q is being filed to give effect to the restatement of the Companys consolidated  financial statements as discussed in Note 14 to the consolidated financial statements.





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ITEM 1. FINANCIAL STATEMENTS

ACTV, INC. AND SUBSIDIARIES  CONSOLIDATED BALANCE SHEETS (AS RESTATED  SEE NOTE 14)

|                                                                                                                                                                       | MARCH
      31,
      2002 |              | DECEMBER
      31,
      2001 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------ | ----------------------------- | -
|                                                                                                                                                                       |                            |              |                               |  
|                                                                                                                                                                       | (Unaudited)                |              |                               |  
|ASSETS                                                                                                                                                                 |                            |              |                               |  
|Current
        assets:                                                                                                                                                |                            |              |                               |  
|Cash
        and cash equivalents                                                                                                                                      | $                          | 54,082,513   |                               | $
|Short-term
        investments                                                                                                                                         |                            | 17,414,676   |                               |  
|Accounts
        receivable-net                                                                                                                                        |                            | 1,695,099    |                               |  
|Other                                                                                                                                                                  |                            | 1,327,195    |                               |  
|                                                                                                                                                                       |                            |              |                               |  
|Total
        current assets                                                                                                                                           |                            | 74,519,483   |                               |  
|                                                                                                                                                                       |                            |              |                               |  
|Property
        and equipment-net                                                                                                                                     |                            | 5,701,763    |                               |  
|                                                                                                                                                                       |                            |              |                               |  
|Other
        assets:                                                                                                                                                  |                            |              |                               |  
|Restricted
        cash                                                                                                                                                |                            | 484,913      |                               |  
|Investment
        in warrant                                                                                                                                          |                            | 13,795,482   |                               |  
|Investmentsother                                                                                                                                                      |                            | 7,397,776    |                               |  
|Patents
        and patents pending                                                                                                                                    |                            | 8,335,063    |                               |  
|Software
        development costs                                                                                                                                     |                            | 5,637,524    |                               |  
|Goodwill                                                                                                                                                               |                            | 12,935,701   |                               |  
|Other                                                                                                                                                                  |                            | 1,359,156    |                               |  
|                                                                                                                                                                       |                            |              |                               |  
|Total
        other assets                                                                                                                                             |                            | 49,945,615   |                               |  
|                                                                                                                                                                       |                            |              |                               |  
|Total
        assets                                                                                                                                                   | $                          | 130,166,861  |                               | $
|                                                                                                                                                                       |                            |              |                               |  
|LIABILITIES AND STOCKHOLDERS
          EQUITY                                                                                                                         |                            |              |                               |  
|Current
        liabilities:                                                                                                                                           |                            |              |                               |  
|Accounts
        payable and accrued expenses                                                                                                                          | $                          | 3,650,704    |                               | $
|Deferred
        revenue                                                                                                                                               |                            | 3,886,755    |                               |  
|                                                                                                                                                                       |                            |              |                               |  
|Total
        current liabilities                                                                                                                                      |                            | 7,537,459    |                               |  
|                                                                                                                                                                       |                            |              |                               |  
|Deferred
        revenue                                                                                                                                               |                            | 66,061,685   |                               |  
|Minority
        interest                                                                                                                                              |                            | 2,426,836    |                               |  
|                                                                                                                                                                       |                            |              |                               |  
|Stockholders
        equity:                                                                                                                                          |                            |              |                               |  
|Common
        stock, $0.10 par value, 200,000,000 shares authorized: issued and outstanding
        55,886,982 at March 31, 2002, and 55,881,938 at December 31, 2001 |                            | 5,588,698    |                               |  
|Additional
        paid-in capital                                                                                                                                     |                            | 311,479,972  |                               |  
|Stockholder
        loans                                                                                                                                              |                            | (305,281     | )                             |  
|Accumulated
        deficit                                                                                                                                            |                            | (262,622,508 | )                             |  
|                                                                                                                                                                       |                            |              |                               |  
|Total
        stockholders equity                                                                                                                                     |                            | 54,140,881   |                               |  
|                                                                                                                                                                       |                            |              |                               |  
|Total
        liabilities and stockholders equity                                                                                                                     | $                          | 130,166,861  |                               | $
|                                                                                                                                                                       |                            |              |                               |  

SEE NOTES TO CONSOLIDATED FINANCIAL
  STATEMENTS.



1

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ACTV, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF OPERATIONS  (UNAUDITED)

|                                                                                 | THREE
      MONTHS
      ENDED MARCH 31, |           
|-------------------------------------------------------------------------------- | ---------------------------------------- | ----------
|                                                                                 | 2002                                     |           
|                                                                                 |                                          |           
|Revenue                                                                          | $                                        | 3,186,421 
|Costs
        and expenses:                                                      |                                          |           
|Selling,
        general and administrative expenses                             |                                          | 6,050,416 
|Stock-based
        compensation (income)/expense                                |                                          | (6,002,831
|Depreciation
        and amortization                                            |                                          | 1,305,461 
|Amortization
        of goodwill                                                 |                                          |          
|                                                                                 |                                          |           
|Total
        costs and expenses                                                 |                                          | 1,353,046 
|                                                                                 |                                          |           
|Income/(loss)
        from operations                                            |                                          | 1,833,375 
|                                                                                 |                                          |           
|Interest
        income                                                          |                                          | 288,540   
|                                                                                 |                                          |           
|Other
        expense                                                            |                                          | 2,459,873 
|                                                                                 |                                          |           
|Loss
        before minority interest and cumulative effect of accounting change |                                          | (337,958  
|                                                                                 |                                          |           
|Minority
        interest-subsidiaries                                           |                                          | 788,816   
|                                                                                 |                                          |           
|Income/(loss)
        before cumulative effect of accounting change              |                                          | 450,858   
|Cumulative
        transition effect of adopting SFAS No. 133                    |                                          |          
|                                                                                 |                                          |           
|Net
        income/(loss)                                                        | $                                        | 450,858   
|                                                                                 |                                          |           
|Net
        income/(loss) per share                                              |                                          |           
|Basic                                                                            |                                          |           
|Before
        cumulative effect of accounting change                            | $                                        | 0.01      
|Cumulative
        transition effect of adopting SFAS No. 133                    |                                          |          
|                                                                                 |                                          |           
|Basic
        net income/(loss) per share                                        | $                                        | 0.01      
|                                                                                 |                                          |           
|Diluted                                                                          |                                          |           
|Before
        cumulative effect of accounting change                            | $                                        | 0.01      
|Cumulative
        transition effect of adopting SFAS No. 133                    |                                          |          
|                                                                                 |                                          |           
|Diluted
        net income/(loss) per share                                      | $                                        | 0.01      
|                                                                                 |                                          |           
|Shares
        used in basic calculations                                        |                                          | 55,883,934
|Shares
        used in diluted calculations                                      |                                          | 56,862,945

SEE NOTES TO CONSOLIDATED FINANCIAL
  STATEMENTS.



2

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ACTV, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH FLOWS  (UNAUDITED)

|                                                                           | THREE MONTHS ENDED MARCH 31, |            
|-------------------------------------------------------------------------- | ---------------------------- | -----------
|                                                                           | 2002                         |            
|                                                                           |                              |            
|Cash flows from operating activities:                                      |                              |            
|Net income/(loss)                                                          | $                            | 450,858    
|Adjustments to reconcile net income/(loss) to net cash used in operations: |                              |            
|Cumulative transition effect of adopting SFAS No. 133                      |                              |           
|Change in fair value of warrant                                            |                              | 2,459,873  
|Depreciation and amortization                                              |                              | 1,305,461  
|Amortization of deferred revenue                                           |                              | (904,953   
|Deferred revenue                                                           |                              | (181,695   
|Stock-based compensation                                                   |                              | (6,002,831 
|Common stock issued in lieu of cash payment                                |                              |           
|Minority interest                                                          |                              | (788,816   
|                                                                           |                              |            
|Changes in assets and liabilities:                                         |                              |            
|Accounts receivable                                                        |                              | (375,294   
|Other assets                                                               |                              | 386,543    
|Accounts payable and accrued expenses                                      |                              | (2,013,383 
|                                                                           |                              |            
|Net cash used in operating activities                                      |                              | (5,664,237 
|                                                                           |                              |            
|Cash flows from investing activities:                                      |                              |            
|Investment in short-term investments                                       |                              | (8,462,981 
|Investment in patents                                                      |                              | (71,689    
|Investment in property and equipment                                       |                              | (265,099   
|Investment in software development costs                                   |                              | (509,549   
|Strategic investments                                                      |                              |           
|                                                                           |                              |            
|Net cash used in investing activities                                      |                              | (9,309,318 
|                                                                           |                              |            
|Cash flows from financing activities:                                      |                              |            
|Transfer to restricted cash                                                |                              |           
|Net proceeds from equity financings                                        |                              | 1,611      
|Repayment of stockholder loans                                             |                              | 18,750     
|                                                                           |                              |            
|Net cash provided by/(used) financing activities                           |                              | 20,361     
|                                                                           |                              |            
|Net decrease in cash and cash equivalents                                  |                              | (14,953,194
|Cash and cash equivalents, beginning of period                             |                              | 69,035,707 
|                                                                           |                              |            
|Cash and cash equivalents, end of period                                   | $                            | 54,082,513 
|                                                                           |                              |            

SUPPLEMENTAL DISCLOSURE TO THE
  CONSOLIDATED STATEMENTS OF CASH FLOWS



The following schedule provides additional information concerning acquisitions:




|                                 | FOR
      THE THREE MONTHS ENDED MARCH 31, |       
|-------------------------------- | ------------------------------------------ | ------
|                                 | 2002                                       |       
|                                 |                                            |       
|Retirement of common stock       | $                                          | 15,004
|Purchase acquisitions:           |                                            |       
|Assets acquired (excluding cash) |                                            |      
|Liabilities assumed              |                                            |      
|Market value of shares issued    |                                            |      

SEE NOTES TO CONSOLIDATED FINANCIAL
  STATEMENTS.



3

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ACTV, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY  (UNAUDITED)  (AS RESTATED  SEE NOTE 14)

|                                                                                   | COMMON
      STOCK |            | STOCKHOLDERLOAN |       | ADDITIONAL
      PAID INCAPITAL |   | ACCUMULATEDDEFICIT |          |   |  
|---------------------------------------------------------------------------------- | ------------------ | ---------- | --------------- | ----- | ------------------------------- | - | ------------------ | -------- | - | -
|                                                                                   | SHARES             |            | AMOUNT          | TOTAL
|                                                                                   |                    |            |                 |       |                                 |   |                    |          |   |  
|December
        31, 2001                                                          |                    | 55,881,938 |                 | $     | 5,588,194                       |   | $                  | (339,035 | ) | $
|Issuance
        of shares in connection with exercise of stock options & warrants |                    | 6,711      |                 |       | 671                             |   |                    |         |   |  
|Adjustment
        in deferred stock compensation                                  |                    |           |                 |       |                                |   |                    |         |   |  
|Rescission/repayment
        of shareholder loans                                  |                    |           |                 |       |                                |   |                    | 33,754   |   |  
|Retirement
        of stock                                                        |                    | (1,667     | )               |       | (167                            | ) |                    |         |   |  
|Net
        income                                                                 |                    |           |                 |       |                                |   |                    |         |   |  
|                                                                                   |                    |            |                 |       |                                 |   |                    |          |   |  
|Balance
        at March 31, 2002                                                  |                    | 55,886,982 |                 | $     | 5,588,698                       |   | $                  | (305,281 | ) | $
|                                                                                   |                    |            |                 |       |                                 |   |                    |          |   |  

SEE NOTES TO CONSOLIDATED FINANCIAL
  STATEMENTS.



4

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  THREE MONTHS ENDED MARCH 31, 2002 AND 2001

1.  BASIS OF PRESENTATION

The results of operations
  for the three months ended March 31, 2002 and 2001 are not necessarily indicative
  of a full years operations. In the opinion of management, the accompanying
  consolidated financial statements include all adjustments of a normal recurring
  nature, which are necessary to present fairly such financial statements.

All significant intercompany
  balances and transactions have been eliminated in consolidation. Certain information
  and footnote disclosures normally included in the financial statements prepared
  in accordance with generally accepted accounting principles have been condensed
  or omitted.

These unaudited consolidated
  financial statements should be read in conjunction with the audited financial
  statements and notes thereto included in our annual report on Form 10-K/A for
  the year ended December 31, 2001.

We consider all highly
  liquid debt instruments purchased with an original maturity of three months
  or less to be cash equivalents.

Certain reclassifications
  have been made to the prior years financial statements to conform to the
  2002 presentation.

2.  RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the
  Financial Accounting Standards Board issued Statement of Financial Accounting
  Standards No. 142 (SFAS 142), Goodwill and Other Intangible
  Assets, effective for fiscal years beginning after December 15, 2001.
  Under SFAS 142, goodwill and intangible assets deemed to have indefinite lives
  will no longer be amortized but will be subject to annual impairment tests.
  Other intangible assets will continue to be amortized over their useful lives.
  We adopted SFAS 142 beginning on January 1, 2002. We will perform the first
  of the required impairment tests of goodwill using the methodology prescribed
  by SFAS 142 by June 30, 2002. We have not yet determined the final expected
  effect the adoption of SFAS 142 will have on our statement of financial condition,
  but do not believe it will be material.

The following pro
  forma information for the three months ended March 31, 2001 presents net loss
  and loss per common share adjusted to exclude goodwill amortization expense
  of $418,498 recognized during the period.

|Net loss:                                        |   |             |  
|------------------------------------------------ | - | ----------- | -
|As reported                                      | $ | (79,108,793 | )
|Pro
        forma                                |   | (78,690,295 | )
|Loss
        per common shareBasic and Diluted: |   |             |  
|As reported                                      | $ | (1.51       | )
|Pro
        forma                                |   | (1.50       | )

In October 2001,
  the FASB issued Statement of Financial Accounting Standards No. 144, Accounting
  for the Impairment or Disposal of Long-Lived Assets, (SFAS 144),
  which is effective for financial statements issued for fiscal years beginning
  after December 15, 2001. The objectives of SFAS 144 are to address significant
  issues relating to the implementation of Statement of Financial Accounting Standard
  No. 121, (SFAS 121), Accounting for the Impairment of Long-Lived
  Assets and for Long-Lived Assets to Be Disposed Of, and to develop a single
  accounting model, based on the framework established in SFAS 121, for long-lived
  assets to be disposed of by sale, whether previously held and used or newly
  acquired. The Company adopted SFAS 144 as of January 1, 2002. The adoption of
  SFAS 144 had no impact on the Companys financial statements.



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3.  INTANGIBLE ASSETS AND GOODWILL

Goodwill totaled
  $12.9 million at March 31, 2002 and December 31, 2001. Our other intangible
  assets consist of patents, which as of March 31, 2002 and December 31, 2001
  were as follows:

|                  | Gross Intangible Assets |            | Accumulated Amortization |   | Net Intangible Assets |  
|----------------- | ----------------------- | ---------- | ------------------------ | - | --------------------- | -
|                  |                         |            |                          |   |                       |  
|March 31, 2002    |                         |            |                          |   |                       |  
|Patents           | $                       | 10,104,845 |                          | $ | (1,769,782            | )
|                  |                         |            |                          |   |                       |  
|December 31, 2001 |                         |            |                          |   |                       |  
|Patents           | $                       | 10,033,157 |                          | $ | (1,607,268            | )

Amortization expense
  related to patents totaled $162,515 and $149,240 million during the three months
  ended March 31, 2002 and 2001, respectively. The estimated aggregate future
  amortization expense for intangible assets remaining as of March 31, 2002 is
  as follows:

|Remainder of 2002 | $ | 502,442   | 
|----------------- | - | --------- | 
|2003              |   | 667,378   | 
|2004              |   | 667,378   | 
|2005              |   | 667,378   | 
|2006              |   | 667,378   | 
|Thereafter        |   | 5,163,109 | 
|                  |   |           | 
|Total             | $ | 8,335,063 | 
|                  |   |           | 

4.  FINANCIAL INSTRUMENTS

Effective January
  1, 2001, we adopted Statement of Financial Accounting Standards (SFAS)
  No. 133, Accounting for Derivative Instruments and Hedging Activities
  (SFAS 133), as amended by SFAS 137 and 138. SFAS 133 requires that
  all derivative financial instruments be recorded on the balance sheet at fair
  value. The provisions of SFAS 133 affected accounting for 2.5 million restricted
  warrants of Liberty Livewire Corporation held by us. Prior to the adoption of
  SFAS 133, we carried the warrants at cost. With the adoption of SFAS 133, we
  now record the warrants at fair value. The adoption of SFAS 133 resulted in
  our recording a cumulative effect transition adjustment loss of $58.7 million
  at January 1, 2001. Beginning in the first quarter of 2001, we have recorded
  subsequent changes in the fair value of the warrants in our statements of operations,
  which resulted in a charge of $2.5 million and $8.7 million for the three months
  ended March 31, 2002 and 2001, respectively.

There may be periods with significant non-cash increases or decreases to our net income/loss related to the  changes in the fair value of the Livewire investment. The carrying value of our derivative instrument approximates fair  value. We determine the fair value of the Livewire warrants by reference to underlying market values of Liberty  Livewires common stock as reported by Nasdaq, and on estimates using the Black-Scholes valuation model.

5.  MERGER AND ACQUISITION ACTIVITY

ACQUISITION

In March 2001, we
  acquired all of the assets and business of Intellocity, Inc., a technology and
  engineering solutions provider focusing on the interactive television market.
  The aggregate purchase price of $27.5 million consisted of 4,007,890 shares
  of our common stock, aggregating $23.2 million, and options to purchase 762,665
  shares of our common stock, valued at $4.3 million. The purchase agreement provided
  for a future payment by us of up to 1.5 million shares and options that was
  contingent upon Intellocitys achieving certain performance targets for
  the year ended December 31, 2001. Intellocity failed to meet those targets,
  thereby releasing us from this additional payment obligation. Intellocity shareholders
  are subject to provisions restricting the sale of the ACTV stock; these restrictions
  range over 4 years. The acquisition was accounted for in the first quarter of
  2001 under the purchase method of accounting.





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The fair value of
  assets acquired and liabilities assumed in the acquisition of Intellocity amounted
  to approximately $1.5 million. We calculated goodwill, representing the excess
  cost over the fair value of net assets acquired, to be $26.4 million. Through
  December 31, 2001, we were amortizing this amount over a seven-year period.
  In connection with our year-end review of 2001 results, we conducted a study
  of the realizability of the goodwill value attributed to Intellocity at December
  31, 2001. As a result of this study, we recorded an impairment charge to goodwill
  of $11.2 million during the fourth quarter of 2001, adjusting the asset value
  of such goodwill from $23.2 million to $12.0 million.

We adopted SFAS 142
  as of January 1, 2002 and accordingly recorded no amortization of goodwill for
  the quarter ended March 31, 2002 (See Note 2). The results of Intellocitys
  operations are included in our consolidated results from the date of acquisition.

The following table
  presents the pro forma results of operations had the acquisition of Intellocity
  been completed as of January 1, 2001. The pro forma results are shown for illustrative
  purposes only and do not purport to be indicative of the results that would
  have been reported if the business combination had occurred on the date indicated
  or that may occur in the future. These pro forma amounts include estimates and
  assumptions that we believe are reasonable.

|                                                                                 | For
      the Three Months
      Ended
      March 31, 2001 |            
|-------------------------------------------------------------------------------- | ----------------------------------------------------------- | -----------
|                                                                                 |                                                             |            
|Revenues                                                                         | $                                                           | 4,489,730  
|                                                                                 |                                                             |            
|Loss
        before minority interest and cumulative effect of accounting change | $                                                           | (21,918,915
|                                                                                 |                                                             |            
|Loss
        before cumulative effect of accounting change                       | $                                                           | (21,224,300
|                                                                                 |                                                             |            
|Net
        loss                                                                 | $                                                           | (79,956,497
|                                                                                 |                                                             |            
|Basic
        and diluted loss per share:                                        |                                                             |            
|Before
        cumulative effect of accounting change                            |                                                             | (0.25      
|Cumulative
        effect of accounting change                                   | $                                                           | (1.11      
|                                                                                 |                                                             |            
|Basic
        and diluted loss per share                                         | $                                                           | (1.36      
|                                                                                 |                                                             |            

6.  MINORITY INTEREST

We record a minority
  interest benefit resulting from Digital ADCO, in which third parties hold a
  minority equity position. Digital ADCO was formed in November 1999 by co-founders
  ACTV, Inc. and Motorola Broadband. Digital ADCO develops applications for the
  delivery of addressable advertising. Under the terms of our agreement with Motorola
  Broadband, we licensed five of our patents to Digital ADCO and Motorola Broadband
  licensed six of its patents and made a capital commitment to Digital ADCO. During
  August 2000, OpenTV made a capital contribution and contributed patents on a
  non-exclusive basis to Digital ADCO. Additionally, we formed Digital ADCO International
  to license and distribute products and services outside of North America and
  other western hemisphere countries. Digital ADCO, Inc.s issued and outstanding
  shares of capital stock presently consist of Class A common stock, having one
  vote per share, and Class B common stock, having 25 votes per share. Open TV
  currently owns all of the issued and outstanding Class A common shares. Motorola
  Broadband and we together own all of the issued and outstanding Class B common
  shares. We currently own 45.9% of Digital ADCO. We consolidate the results of
  our Digital ADCO subsidiary, despite our ownership position of 45.9%, due to
  our exercise of voting control with respect to such subsidiary.



---



For the three months
  ended March 31, 2002 and 2001, we allocated losses in the amount of $685,559
  and $694,615, respectively, from Digital ADCO to its minority shareholders.

We also record a
  minority interest benefit from one other subsidiary, Advision LLC, in which
  we currently hold 51% equity ownership. For the three months ended March 31,
  2002, we allocated losses in the amount of $103,257 to the minority shareholders
  of this subsidiary.

7.  SEGMENT INFORMATION

We have two principal
  business segments, the Digital Television segment and the Enhanced Media segment.

Information concerning
  our business segments for the three months ending March 31, 2002 and 2001 are
  as follows:

|                            | For the Three Months Ended March 31, |           
|--------------------------- | ------------------------------------ | ----------
|                            | 2002                                 |           
|                            |                                      |           
|Revenues                    |                                      |           
|Digital Television          | $                                    | 856,109   
|Enhanced Media              |                                      | 2,330,312 
|                            |                                      |           
|Total                       | $                                    | 3,186,421 
|                            |                                      |           
|Depreciation & Amortization |                                      |           
|Digital Television          | $                                    | 744,497   
|Enhanced Media              |                                      | 306,530   
|Unallocated Corporate       |                                      | 254,434   
|                            |                                      |           
|Total                       | $                                    | 1,305,461 
|                            |                                      |           
|Interest Income             |                                      |           
|Digital Television          | $                                    | 11,652    
|Enhanced Media              |                                      | 9,119     
|Unallocated Corporate       |                                      | 267,769   
|                            |                                      |           
|Total                       | $                                    | 288,540   
|                            |                                      |           
|Net Income/(Loss)           |                                      |           
|Digital Television          | $                                    | (1,538,746
|Enhanced Media              |                                      | (1,920,274
|Unallocated Corporate       |                                      | 3,909,878 
|                            |                                      |           
|Total                       | $                                    | 450,858   
|                            |                                      |           
|Capital Expenditures        |                                      |           
|Digital Television          | $                                    | 182,498   
|Enhanced Media              |                                      |          
|Unallocated Corporate       |                                      | 82,601    
|                            |                                      |           
|Total                       | $                                    | 265,099   
|                            |                                      |           



---



Balance Sheet Accounts as of

|                      | March 31, 2002 |             | December 31, 2001 |  
|--------------------- | -------------- | ----------- | ----------------- | -
|                      |                |             |                   |  
|Current Assets        |                |             |                   |  
|Digital Television    | $              | 4,407,139   |                   | $
|Enhanced Media        |                | 5,431,673   |                   |  
|Unallocated corporate |                | 64,680,671  |                   |  
|                      |                |             |                   |  
|Total                 | $              | 74,519,483  |                   | $
|                      |                |             |                   |  
|Total Assets          |                |             |                   |  
|Digital Television    |                | 12,148,495  |                   | $
|Enhanced Media        |                | 22,424,077  |                   |  
|Unallocated corporate |                | 95,594,289  |                   |  
|                      |                |             |                   |  
|Total                 | $              | 130,166,861 |                   | $
|                      |                |             |                   |  

8.  EXECUTIVE INCENTIVE COMPENSATION

We incurred executive incentive compensation expense related to an executive bonus of $2,300,000 for the three  months ended March 31, 2001. This expense, which related to an executive incentive compensation provision that  subsequently was cancelled in the second quarter of 2001, was based on changes in the market value of our common  stock and paid in unregistered securities.

9.  INVESTMENT IN WARRANT

ACTV and Liberty
  Livewire LLC, a unit of Livewire (formerly known as Todd AO Corporation), entered
  into a joint marketing agreement to market HyperTV(R) with Livewire
  in April 2000. Livewire has the right to use our patented HyperTV convergence
  technology in providing to advertisers, TV programmers, studios and networks
  such services as application hosting, web authoring, data management, and e-commerce.

In connection with
  our entering into the joint marketing agreement, we received warrants to acquire
  2,500,000 shares of Livewire at $30 per share. The warrants, which become exercisable
  at the rate of 500,000 shares per year, beginning April 13, 2001, include certain
  registration rights and may be exercised until March 31, 2015. With certain
  exceptions, the warrants are not transferable. We previously recorded an investment
  and corresponding deferred revenue in the amount of $76,016,175, the estimated
  value of the warrants as of April 2000. We amortize the deferred revenue into
  income over a period of 21 years, the contractual term of the joint marketing
  agreement.

The estimated fair
  value of the warrants at March 31, 2002 and December 31, 2001 was $13.8 million
  and $16.3 million, respectively. We perform fair value estimates of the warrants
  using Black-Scholes pricing model. Currently, we account for the warrants under
  SFAS No. 133 (See Note 4).



---



10.  NET INCOME/(LOSS) PER
  SHARE

The following table
  sets forth the computation of basic and diluted loss per share:

|                                                            | Three Months Ended March 31, |           
|----------------------------------------------------------- | ---------------------------- | ----------
|                                                            | 2002                         |           
|                                                            |                              |           
|Numerator:                                                  |                              |           
|Income/(loss) before cumulative effect of accounting change | $                            | 450,858   
|Cumulative transition effect of adopting SFAS No. 133       |                              |          
|                                                            |                              |           
|Net income/(loss)                                           | $                            | 450,858   
|                                                            |                              |           
|Denominator:                                                |                              |           
|Basic weighted-average shares outstanding                   |                              | 55,883,934
|Weighted-average options outstanding                        |                              | 979,011   
|                                                            |                              |           
|Diluted weighted-average shares outstanding                 |                              | 56,862,945
|                                                            |                              |           
|Net income/(loss) per share                                 |                              |           
|Basic                                                       |                              |           
|Before cumulative effect of accounting change               | $                            | 0.01      
|Cumulative transition effect of adopting SFAS No. 133       |                              |          
|                                                            |                              |           
|Basic net income/(loss) per share                           | $                            | 0.01      
|                                                            |                              |           
|Diluted                                                     |                              |           
|Before cumulative effect of accounting change               | $                            | 0.01      
|Cumulative transition effect of adopting SFAS No. 133       |                              |          
|                                                            |                              |           
|Diluted net income/(loss) per share                         | $                            | 0.01      
|                                                            |                              |           

11.  CORPORATE RESTRUCTURING

During the third
  and fourth quarter 2001, we completed certain restructuring initiatives. The
  restructuring charges totaled $6.6 million and related to the surrender of real
  estate leases and employee severance expenses. During the three months ended
  March 31, 2002, approximately $0.7 million of the accrued restructuring charges
  were paid. At March 31, 2002, we had $0.1 million remaining in accrued restructuring
  charges to be paid out during the second quarter of 2002.





---



12.  SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH ACTIVITIES

We recorded a reduction
  in stock-based compensation expense in the amount of $6,002,831 for the three
  months ended March 31, 2002, and recorded non-cash, stock-based compensation
  expense in connection with vested variable options of $1,302,494 for the three
  months ended March 31, 2001. In the first quarter of 2002, we rescinded the
  applicable option exercise provisions that resulted in the variable option accounting
  treatment for such options in our financial statements.

During both the quarter
  ended March 31, 2002 and the quarter ended March 31, 2001, we recorded revenue
  of $904,954 from amortization of the deferred revenue recognized in connection
  with the Liberty Livewire warrants (See Note 9).

In January 2002,
  we canceled outstanding options totaling 2,093,334 shares at exercise prices
  of $6.50 to $13.50 and, in their place, granted new options totaling 1,046,667
  shares at an exercise price of $2.00 per share, which was above the market value
  of such shares at the time of grant. The grantees are all present or former
  employees of ours.

The newly granted
  options will be subject to variable option accounting treatment. That is, if
  the closing market price of our common stock is greater than $2.00 per share
  at any reporting date, we will recognize a non-cash compensation expense equal
  to the difference between such market price and $2.00 times the number of outstanding
  option shares subject to variable accounting treatment. To the extent that we
  are carrying an accrued expense of this type at any given reporting date and
  there is a decline in the market price of our stock at the end of the subsequent
  reporting period, we will recognize a reduction in expense for the subsequent
  period.

Our March 31, 2002
  consolidated financial statements reflect no expense related to the 1,046,667
  variable options, since the closing market price of our common stock at March
  31, 2002 was less than the option exercise price of $2.00 per share.

13.  SUBSEQUENT EVENT

As of May 3, 2002,
  we signed a letter agreement with Liberty Media Corporation regarding a possible
  acquisition of all outstanding shares of ACTV common stock. Under the terms
  of the letter agreement, Liberty, which currently owns approximately 16% of
  our outstanding shares, would purchase all remaining shares at a price of $2.00
  per share. Such purchase price would be payable in either cash, shares of Liberty
  Series A common stock, or the publicly traded common stock of a Liberty subsidiary
  or affiliate. We have entered into a 65-day exclusive negotiating period with
  Liberty with respect to the possible transaction, during which Liberty will
  conduct due diligence and negotiate definitive terms with us. Should the exclusive
  period end without either a signed definitive agreement between the parties,
  or a decision by either party not to proceed with the possible transaction,
  Liberty may elect, for a period of one day following the end of the exclusive
  period, to acquire the remaining outstanding shares of our common stock at a
  price of $2.00 per share. Neither Liberty nor we can provide any assurances
  that a definitive agreement will be reached, or that a transaction ultimately
  will be consummated. Any potential transaction calling for the acquisition of
  all outstanding shares of our common stock would require the board approval
  of Liberty Media and ACTV as well as our shareholder approval.

14.  RESTATEMENT

Subsequent to the
  issuance of the Companys interim financial statements for the three months
  ended March 31, 2002, management noted an error in the calculations of the minority
  interest of Digital ADCO, Inc. and SpotOn International, Ltd. This resulted
  in an adjustment of approximately $6.9 million between minority interest and
  additional paid-in capital as of March 31, 2002 and December 31, 2001. This
  change has no impact on the Companys previously reported cash flows or
  results from operations.

A summary of the
  significant effects of the restatement is as follows:

|                           | March 31, 2002,        |             | December 31, 2001 |  
|-------------------------- | ---------------------- | ----------- | ----------------- | -
|Balance
        Sheet      | As Previously Reported |             | As Restated       |  
|                           |                        |             |                   |  
|Minority Interest          | $                      | 9,311,838   |                   | $
|Additional Paid-In Capital |                        | 304,594,970 |                   |  
|Total Stockholders Equity |                        | 47,255,879  |                   |  





---



ITEM 2.  MANAGEMENTS DISCUSSION
  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

You should read the
  following discussion together with our consolidated financial statements and
  related notes included elsewhere. The results discussed below are not necessarily
  indicative of the results to be expected in any future periods. To the extent
  that the information presented in this discussion addresses financial projections,
  information or expectations about our products or markets or otherwise makes
  statements about future events, such statements are forward-looking and are
  subject to a number of risks and uncertainties that could cause actual results
  to differ materially from the statements made. For further information about
  forward-looking statements, see Special Note Regarding Forward-Looking
  Statements in our annual report on Form 10-K/A for the year ended December
  31, 2001.

We are a digital
  media company that provides proprietary technologies, tools, and technical and
  creative services for interactive TV advertising, programming, and enhanced
  media applications. We have two operating business segments, which we call Digital
  TV and Enhanced Media.

We believe that our
  Digital TV technologies are unique in providing targeting, interactivity and
  accountability for television commercials, and in giving viewers the ability
  to instantly customize their viewing experiences for a wide variety of programming
  applications. Our Enhanced Media technologies allow both for the enhancement
  of video and audio content, including standard TV programming, with Web-based
  information and interactivity.

We believe the expansion
  of digital TV transmission systems and the emergence of platforms providing
  the simultaneous delivery of video and Internet content (convergence programming),
  will allow television distributors, advertisers and programmers to bring interactivity
  to a mass audience. We believe that our proprietary technologies, tools, and
  expertise in providing technical and creative services position us to capitalize
  on this growth.

We have received
  strategic investments from Liberty Media Corporation, our largest shareholder,
  and Motorola Broadband Communications Sector.

RESULTS OF OPERATIONS

COMPARISON OF THREE-MONTH PERIODS ENDED MARCH 31, 2002 AND MARCH 31, 2001

Revenues.
  During the three-month period ended March 31, 2002, our revenues decreased 3%,
  to $3,186,421, compared with $3,273,442 in the three-month period ended March
  31, 2001. The decrease was the result of a decline in revenues of our Enhanced
  Media business. Revenue recognized from the Livewire joint marketing arrangement
  was $904,953 for both periods. Such revenue represents 28% of our total revenues
  for each of the three months ended March 31, 2002 and 2001.

Total Selling,
  General, and Administrative Expenses. Total selling, general and administrative
  expenses decreased approximately 57% in the first quarter of 2002, to $6,050,416,
  from $14,089,135 in the first quarter of 2001. The decrease reflects significantly
  reduced personnel, occupancy and related expenses in the more recent quarter
  as a result of our corporate restructuring implemented in the second half of
  2001.

Stock-Based Compensation.
  We realized a reduction of stock-based compensation expense of $6.0 million
  for the three months ended March 31, 2002, compared with a stock-based compensation
  expense of $1.3 million for the three months ended March 31, 2001. We had been
  recording a charge to or reduction of stock-based compensation expense in relation
  to increases and decreases in the market value of the our common stock above
  the exercise price of certain employee options. These options were subject to
  variable option accounting treatment. In the first quarter of 2002, we rescinded
  the applicable option exercise provisions that resulted in the variable option
  accounting treatment of such options and, as a consequence, reversed the accrued
  stock-based compensation expense at December 31, 2001, of approximately $6.0
  million.



---



Depreciation and
  Amortization.Depreciation and amortization expense decreased 29% in the
  first quarter of 2002, to $1,305,461, from $1,838,020 in the first quarter of
  2001. The decrease is due principally to our adoption of SFAS 142 as of January
  1, 2002, resulting in no amortization expense for goodwill in the three months
  ended March 31, 2002.

Other Expense.
  Other expense comprises the change in fair value of warrants held by us, which
  we currently account for as a derivative instrument, pursuant to the requirements
  of SFAS No. 133. For the three months ended March 31, 2002, we recorded a decrease
  in the value of the warrants of $2.5 million, compared with a decrease of $8.7
  million for the three months ended March 31, 2001.

Interest Income.Interest income in first quarter of 2002 was $288,540, compared with $1,620,408
  in the first quarter of 2001. The decrease was the result of significantly reduced
  prevailing interest rates and lower average cash balances during the more recent
  quarter. We incurred no interest expense in the first quarter of 2002 or 2001.

Cumulative Transition
  Effect of Change in Accounting Principle.January 1, 2001, we adopted Statement
  of Financial Accounting Standards (SFAS) No. 133, Accounting
  for Derivative Instruments and Hedging Activities (SFAS 133),
  as amended by SFAS 137 and 138. SFAS 133 requires that all derivative financial
  instruments be recorded on the balance sheet at fair value. The provisions of
  SFAS 133 affected accounting for 2.5 million restricted warrants of Liberty
  Livewire Corporation held by us. Prior to the adoption of SFAS 133, we carried
  the warrants at cost. With the adoption of SFAS 133, we now record the warrants
  at fair value. The adoption of SFAS 133 resulted in our recording a cumulative
  effect transition adjustment loss of $58.7 million at January 1, 2001. Beginning
  in the first quarter of 2001, we have recorded subsequent changes in the fair
  value of the warrants in our statements of operations.

Net Income/(Loss).For the three months ended March 31, 2002, our net income was $450,858 or
  $0.01 per basic and diluted share, compared to a net loss of $79,108,793 or
  $1.51 per basic and diluted share for the three months ended March 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception,
  we have not generated revenues sufficient to fund our operations and have incurred
  operating losses. Through March 31, 2002, we had an accumulated deficit of $262.6
  million. Our cash position on March 31, 2002 (including short-term investments)
  was $71.4 million, compared with $77.9 million on December 31, 2001.

Net Cash Used
  In Operating Activities.During the three month period March 31, 2002, we
  used cash of $5.7 million for operations, compared with $15.5 million for the
  three months ended March 31, 2001. The decrease in net cash used by operating
  activities principally relates to lower operating losses and decreased working
  capital uses.

Net Cash Used
  In Investing Activities.For the three month period ended March 31, 2002,
  we used cash for investing activities of $9.3 million, compared with $4.9 million
  for the three months ended March 31, 2001. The increase in cash used in investing
  activities is due to an increase in our short-term investments.

Net Cash Provided
  By (Used In) Financing Activities.We had no significant cash used or provided
  by financing activities for either the first three months of 2002 or 2001. We
  have and continue to fund our cash requirements from the net proceeds of a public,
  follow-on offering completed in February 2000. Through a group of underwriters,
  we sold a total of 4.6 million common shares, resulting in net proceeds of $129.4
  million. In addition, in the year ended December 31, 2000, Liberty Digital,
  Inc. invested an additional $20 million in us by exercising a warrant granted
  in March 1999, and OpenTV and Motorola invested a total of $13.0 million in
  our Digital ADCO subsidiary.



---



CRITICAL ACCOUNTING POLICIES

The cost of patents
  which represent patent acquisition costs and legal costs relating to patents
  pending, is being amortized on a straight-line basis over the estimated economic
  lives of the respective patents (averaging 15 years), which is less than the
  statutory life of each patent.

We capitalize costs
  incurred for the development of software products when economic and technological
  feasibility of such products has been established. Capitalized software costs
  are amortized on a straight-line basis over the estimated useful lives of the
  respective products

We recorded a charge
  or a credit to stock-based compensation expense for increases or decreases,
  in the market value of the our common stock in excess of the exercise price
  of certain employee options, which were subject to variable option accounting
  treatment. We recorded a credit in stock-based compensation for the quarter
  ended March 31, 2002 as the market price of our common stock declined in the
  first quarter 2002 as compared to its value as of December 31, 2001. We recorded
  an increase in stock-based compensation expense for the quarter ended March
  31, 2001 as the market price of our common stock declined in first quarter 2001
  as compared to its value as of December 31, 2000.

The preparation of
  financial statements in conformity with generally accepted accounting principles
  requires us to make estimates and assumptions that affect the reported amount
  of assets and liabilities and disclosures of contingent assets and liabilities
  at the date of the financial statements and the reported amounts of revenues
  and expenses during the reporting period. Our actual results could differ from
  these estimates.

IMPACT OF INFLATION

Inflation has not
  had any significant effect on the Companys operating costs.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our interest income
  is affected by changes in the general level of U.S. interest rates. Changes
  in U.S. interest rates could affect the interest earned on our cash equivalents
  and investments. Currently, changes in U.S. interest rates would not have a
  material effect on the interest earned on our cash equivalents and investments.
  A majority of these cash equivalents and investments earn a fixed rate of interest
  while the remaining portion earns interest at a variable rate. We do not anticipate
  that exposure to interest rate market risk will have a material impact on us
  due to the nature of our investments.

During April 2000,
  we received a warrant to acquire 2,500,000 shares of Livewire, a publicly traded
  company. The warrant becomes exercisable at the rate of 500,000 shares per year,
  commencing on April 13, 2001, includes certain registration rights and may be
  exercised until March 31, 2015. The warrant is not transferable, except in certain
  circumstances. We estimated the value of the warrant to be $76,016,175 at the
  date it was received, using the Black-Scholes pricing model, with a risk free
  rate of 6.5%, a volatility of 80% and assuming no cash dividends. The estimated
  value of the warrant at December 31, 2000 was $17.3 million, using the same
  assumptions. As of January 1, 2001, changes in fair value in the investment
  in warrant were recorded to the statement of operations as we adopted SFAS No.
  133. The estimated value of the warrant at March 31, 2002 was $13.8 million.
  We expect the value of the warrant to fluctuate based on the underlying stock
  price of Livewire. We do not currently expect to exercise or register shares
  in the coming year.

We recorded stock-based
  compensation expense based on increases and decreases in the market price of
  our common stock above the exercise price of certain employee options, which
  were subject to variable option accounting treatment. To the extent that we
  had a stock-based compensation obligation at the beginning of a given reporting
  period, we recognized a reduction in stock-based compensation expense related
  to unexercised variable options for that period based on a reduction of the
  market price for our stock at the end of the period. The obligation would increase
  as the market price for our common stock increases at the end of a reporting
  period.

In January 2002,
  we canceled outstanding options totaling 2,093,334 shares at exercise prices
  of $6.50 to $13.50 and, in their place, granted new options totaling 1,046,667
  shares at an exercise price of $2.00 per share. The grantees are all present
  or former employees of ours. The newly granted options will be subject to variable
  option accounting treatment. That is, if the closing market price of our common
  stock is greater than $2.00 per share at any reporting date, we will recognize
  a non-cash compensation expense equal to the difference between such market
  price and $2.00 times the number of outstanding option shares subject to variable
  accounting treatment. To the extent that we are carrying an accrued expense
  of this type at any given reporting date and there is a decline in the market
  price of our stock at the end of the subsequent reporting period, we will recognize
  a reduction in expense for the subsequent period.



---



PART II.     OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

ACTV, Inc. and its
  wholly-owned subsidiary HyperTV Networks, Inc. are co-plaintiffs in a civil
  action filed against The Walt Disney Co., ABC, Inc. and ESPN, Inc. in December,
  2000, which action alleges that the defendants Enhanced TV
  system synchronizing a web site application to, amongst others, ESPN Sunday
  Night and ABC Monday Night Football telecasts, has infringed and is continuing
  to infringe certain of the plaintiffs patents. That action is continuing
  in the U.S. District Court, Southern District of New York.

ITEM 2.  CHANGES IN SECURITIES

Not applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K



| | (a) | Exhibits                  
| | --- | --------------------------
| |     |                           
| |     | 11                        
| |     |                           
| |     | 99.1                      
| |     |                           
| |     | 99.2                      
| |     |                           
| | (b) | Reports on Form 8-K: None.





---



SIGNATURES

Pursuant to the requirements
  of the Securities Exchange Act of 1934, the registrant has duly caused this
  report to be signed on its behalf by the undersigned thereunto duly authorized.



|                                  | ACTV, INC.                                    
|--------------------------------- | ----------------------------------------------
|                                  | Registrant                                    
|                                  |                                               
|Date:     November
      15, 2002 | / s/ David Reese                              
|                                  |                                               
|                                  | David Reese                                   
|                                  | Chairman, Chief Executive Officer and Director
|                                  |                                               
|Date:     November
      15, 2002 | / s/ Christopher C. Cline                     
|                                  |                                               
|                                  | Christopher C. Cline                          
|                                  | Chief Financial Officer                       
|                                  | (principal financial and accounting officer)  



---



Form of Sarbanes-Oxley Section 302(a) Certification

I, David Reese, Chief Executive Officer of ACTV, Inc., certify that:

|1. | I have reviewed this quarterly report on Form
      10-Q/A of ACTV, Inc.;
|-- | -------------------------------------------------------------------------
|  

|2. | Based on my knowledge, this quarterly report
      does not contain any untrue statement of a material fact or omit to state
      a material fact necessary to make the statements made, in light of the circumstances
      under which such statements were made, not misleading with respect to the
      period covered by this quarterly report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

|3. | Based on my knowledge, the financial statements,
      and other financial information included in this quarterly report, fairly
      present in all material respects the financial condition, results of operations
      and cash flows of the registrant as of, and for, the periods presented in
      this quarterly report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

|4. | The registrants other certifying officers
      and I are responsible for establishing and maintaining disclosure controls
      and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
      the registrant and we have:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

| | a) | designed such disclosure controls and procedures
      to ensure that material information relating to the registrant, including
      its consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this quarterly report
      is being prepared;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | b) | evaluated the effectiveness of the registrants
      disclosure controls and procedures as of a date within 90 days prior to
      the filing date of this quarterly report (the Evaluation Date);
      and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | c) | presented in this quarterly report our conclusions
      about the effectiveness of the disclosure controls and procedures based
      on our evaluation as of the Evaluation Date.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|5. | The registrants other certifying officers
      and I have disclosed, based on our most recent evaluation, to the registrants
      auditors and the audit committee of registrants board of directors
      (or persons performing the equivalent functions):
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

| | a) | all significant deficiencies in the design
      or operation of internal controls which could adversely affect the registrants
      ability to record, process, summarize and report financial data and have
      identified for the registrants auditors any material weaknesses in
      internal controls; and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | b) | any fraud, whether or not material, that involves
      management or other employees who have a significant role in the registrants
      internal controls.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|6. | The registrants other certifying officers
      and I have indicated in this quarterly report whether or not there were
      significant changes in internal controls or in other factors that could
      significantly affect internal controls subsequent to the date of our most
      recent evaluation, including any corrective actions with regard to significant
      deficiencies and material weaknesses.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

Date: November 15, 2002

| | /s/ David Reese                          
| | -----------------------------------------
| | David Reese
      Chief Executive Officer
| |                                          





---



Form of Sarbanes-Oxley Section 302(a) Certification

I, Christopher C. Cline, Chief Financial Officer of ACTV, Inc., certify that:

|1. | I have reviewed this quarterly report on Form
      10- Q/A of ACTV, Inc.;                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                       
|2. | Based on my knowledge, this quarterly report
      does not contain any untrue statement of a material fact or omit to state
      a material fact necessary to make the statements made, in light of the circumstances
      under which such statements were made, not misleading with respect to the
      period covered by this quarterly report;
|  

|3. | Based on my knowledge, the financial statements,
      and other financial information included in this quarterly report, fairly
      present in all material respects the financial condition, results of operations
      and cash flows of the registrant as of, and for, the periods presented in
      this quarterly report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

|4. | The registrants other certifying officers
      and I are responsible for establishing and maintaining disclosure controls
      and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
      the registrant and we have:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

| | a) | designed such disclosure controls and procedures
      to ensure that material information relating to the registrant, including
      its consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this quarterly report
      is being prepared;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | b) | evaluated the effectiveness of the registrants
      disclosure controls and procedures as of a date within 90 days prior to
      the filing date of this quarterly report (the Evaluation Date);
      and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | c) | presented in this quarterly report our conclusions
      about the effectiveness of the disclosure controls and procedures based
      on our evaluation as of the Evaluation Date.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|5. | The
      registrants other certifying officers and I have disclosed, based
      on our most recent evaluation, to the registrants auditors and the
      audit committee of registrants board of directors (or persons performing
      the equivalent functions):
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

| | a) | all significant deficiencies in the design
      or operation of internal controls which could adversely affect the registrants
      ability to record, process, summarize and report financial data and have
      identified for the registrants auditors any material weaknesses in
      internal controls; and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | b) | any fraud, whether or not material, that involves
      management or other employees who have a significant role in the registrants
      internal controls.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|6. | The registrants other certifying officers
      and I have indicated in this quarterly report whether or not there were
      significant changes in internal controls or in other factors that could
      significantly affect internal controls subsequent to the date of our most
      recent evaluation, including any corrective actions with regard to significant
      deficiencies and material weaknesses.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

Date: November 15, 2002

| | /s/ Christopher C. Cline                          
| | --------------------------------------------------
| | Christopher C. Cline
      Chief Executive Officer
| |                                                   

---