UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

Amendment No. 1





(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended October 31, 2009

OR



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

For the transition period from              to

Commission file number 000-27141





LOGO

TIVO INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 77-0463167                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

2160 Gold Street, P.O. Box 2160,
Alviso, CA 95002

(Address of principal executive offices including zip code)

(408) 519-9100

(Registrants telephone number, including area code)





Indicate by check
mark whether the registrant: (1) has filed all reports required to be filed by Section 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 whether the registrant has submitted electronically and
posted on its corporate website, if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and
post such files).    YES   ̈    NO   ̈.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definition of accelerated filer, large accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act).





|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large Accelerated Filer |  |  ̈ |  | Accelerated Filer         |  | x
|                        |  |   | 
|Non-Accelerated Filer   |  |  ̈ |  | Smaller Reporting Company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES   ̈    NO  x.

The number of shares outstanding of the registrants common stock, $0.001 par value, was 109,908,457 as of November 30, 2009.









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Explanatory Note

We are amending, as of February 19, 2010, our Quarterly Report on Form 10-Q for the three months ended
October 31, 2009 (the 10-Q), originally filed on December 9, 2009, to amend Part II, Item 4 entitled Submissions of Matters to a Vote of Security Holders for the sole purpose of including the voting
results from TiVo Inc. Annual Meeting held on September 2, 2009 which were inadvertently omitted from the original 10-Q. This amendment does not reflect events occurring after the original filing date or modify or update those disclosures
affected by subsequent events, and this Amendment No. 1 on Form 10-Q should be read in conjunction with our other filings with the Securities and Exchange Commission.

PART II. OTHER INFORMATION



|ITEM4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|------ | ---------------------------------------------------

The Annual Meeting of Stockholders of TiVo Inc. was held at the offices of
Latham & Watkins LLP, 140 Scott Drive, Menlo Park, California on September 2, 2009. Out of 108,331,729 shares of Common Stock (as of the record date of July 3, 2009) entitled to vote at the meeting, 98,016,054 shares were present
in person or by proxy.

The following nominated directors were elected, to serve until the 2012 Annual Meeting of
Stockholders, or until their successors are elected, as follows:



|               |  |            |  |           
|-------------- |  | ---------- |  | ----------
|NOMINEE        |  | IN FAVOR   |  | WITHHELD  
|Randy Komisar  |  | 82,478,542 |  | 15,537,512
|Thomas Wolzien |  | 84,515,787 |  | 13,500,267

The following
directors terms of office continued after the meeting: William Cella, Jeffrey T. Hinson, Thomas Rogers, J. Heidi Roizen, Joseph Uva, and David M. Zaslav.

The selection of KPMG LLP as independent auditors for the Company for the fiscal year ending January 31, 2010, was ratified as follows:



|           |  |         |  |        
|---------- |  | ------- |  | -------
|IN FAVOR   |  | OPPOSED |  | ABSTAIN
|97,264,731 |  | 591,621 |  | 159,701

The approval of
the Amendment to the 2008 Equity Incentive Award Plan and to reserve 4,000,000 shares of the Companys common stock for issuance pursuant to the plan:



|           |  |            |  |        
|---------- |  | ---------- |  | -------
|IN FAVOR   |  | OPPOSED    |  | ABSTAIN
|47,147,329 |  | 28,385,375 |  | 99,482 



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|ITEM6. | EXHIBITS
|------ | --------



|              |  |                                                                                                                                                                                                                                                   
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBITNUMBER |  | DESCRIPTION                                                                                                                                                                                                                                       
|              | 
|31.1          |  | Certification of Thomas Rogers, President and Chief Executive Officer of TiVo Inc. dated February 19, 2010 pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|              | 
|31.2          |  | Certification of Anna Brunelle, Chief Financial Officer of TiVo Inc. dated February 19, 2010 pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.              



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SIGNATURES AND OFFICER
CERTIFICATIONS

Pursuant to the requirements 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.



|                        |  |  |  |           |  |                                                                     
|----------------------- |  |  |  | --------- |  | --------------------------------------------------------------------
|                        |  |  |  | TIVO INC.
|                        |  |  | 
|Date: February 19, 2010 |  |  |  | By:       |  | /s/    THOMAS
ROGERS                                                
|                        |  |  |  |           |  | Thomas Rogers                                                       
|                        |  |  |  |           |  | President and Chief Executive (Principal Executive Officer)         
|                        |  |  | 
|Date: February 19, 2010 |  |  |  | By:       |  | /s/    ANNA
BRUNELLE                                                
|                        |  |  |  |           |  | Anna Brunelle                                                       
|                        |  |  |  |           |  | Chief Financial Officer (Principal Financial and Accounting Officer)



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