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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q/A

(Amendment No. 1)



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(Mark One)

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

For the quarterly period ended June 30, 2006

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: 000-22023



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Macrovision Corporation

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 77-0156161                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|2830 De La Cruz Boulevard, Santa Clara, CA                     |  | 95050                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(408) 562-8400

(Registrants telephone number, including area code)



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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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer  x    Accelerated filer ̈Non-accelerated filer ̈

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

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.



|                               |  |                                 
|------------------------------ |  | --------------------------------
|Class                          |  | Outstanding as of August 1, 2006
|Common stock, $0.001 par value |  | 52,890,682                      



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Amendment No. 1 to the Quarterly Report on Form 10-Q

For the Quarterly Period Ended June 30, 2006

EXPLANATORY NOTE

Macrovision Corporation (the Company) is filing this Amendment
No. 1 on Form 10-Q/A (this Amendment) to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, which was originally filed on August 9, 2006 (the Original Filing), to amend
and restate in its entirety the cover page of the Original Filing. This Amendment corrects the number of shares outstanding of the Companys common stock as of August 1, 2006. The Original Filing incorrectly referenced the number of
shares outstanding of the Companys common stock as of August 1, 2006.

Pursuant to Rule 12b-15 under the Securities
Exchange Act of 1934, as amended, this Amendment amends and restates in its entirety the cover page of the Original Filing and contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. This Amendment contains
only the sections and exhibits to the Original Filing that are being amended and restated, and those unaffected parts or exhibits are not included herein. This Amendment continues to speak as of the date of the Original Filing, and the Company has
not updated the disclosure contained herein to reflect events that have occurred since the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Companys other filings, if any, made with the United
States Securities and Exchange Commission subsequent to the filing of the Original Filing, including the amendments to those filings, if any.



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Item 6. Exhibits



|              |  |                                                                                                                                                                                          |  |      |  |         |  |        |  |              
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- |  | ------- |  | ------ |  | -------------
|              |  | Incorporated by Reference                                                                                                                                                                |  |     
|ExhibitNumber |  | Exhibit Description                                                                                                                                                                      |  | Form |  | Date    |  | Number |  | FiledHerewith
|10.01         |  | 2006 Company Incentive Plan                                                                                                                                                              |  | 8-K  |  | 4/3/06  |  | 10.1   |  |              
|              |  |                                                                                                                                                                                          |  |      | 
|10.02         |  | Severance Agreement with Steven Weinstein dated June 14, 2006                                                                                                                            |  | 8-K  |  | 6/19/06 |  | 10.01  |  |              
|              |  |                                                                                                                                                                                          |  |      | 
|31.01         |  | Certification of the Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.     |  |      |  |         |  |        |  | X            
|              |  |                                                                                                                                                                                          |  |      | 
|31.02         |  | Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. |  |      |  |         |  |        |  | X            



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SIGNATURES

In accordance with 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.

Macrovision Corporation

Authorized Officer:



|                      |  |     |  |                        
|--------------------- |  | --- |  | -----------------------
|Date: August 15, 2006 |  | By: |  | /s/ Alfred J. Amoroso  
|                      |  |     |  | Alfred J. Amoroso      
|                      |  |     |  | Chief Executive Officer

Principal Financial Officer and Principal Accounting Officer:



|                      |  |     |  |                        
|--------------------- |  | --- |  | -----------------------
|Date: August 15, 2006 |  | By: |  | /s/ James Budge        
|                      |  |     |  | James Budge            
|                      |  |     |  | Chief Financial Officer



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