<PAGE>

     As filed with the Securities and Exchange Commission on May 17, 2000

                                                       Registration No. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               ----------------
                                   Form S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                               ----------------
                                 OPENTV CORP.
            (Exact name of registrant as specified in its charter)

       British Virgin Islands                           98-021376

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

               401 East Middlefield Road Mountain View, CA 94043
                   (Address of Principal Executive Offices)

                               ----------------

                        2000 OpenTV Corp. Exchange Plan
              1999 OpenTV Corp. Share Option/Share Issuance Plan
                1999 OpenTV, Inc. Employee Stock Purchase Plan

                               ----------------

                             James F. Brown, Esq.
                                General Counsel
                                 OpenTV Corp.
                           401 East Middlefield Road
                            Mountain View, CA 94043
                                (650) 429-5500
    (Name, address and telephone number, including area code, of agent for
                                   service)

                               ----------------

                                  Copies to:
                           Kris F. Heinzelman, Esq.
                            Cravath, Swaine & Moore
                                Worldwide Plaza
                               825 Eighth Avenue
                              New York, NY 10019
                                (212) 474-1000

                        CALCULATION OF REGISTRATION FEE

<TABLE>
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
<CAPTION>
        Title of             Amount     Proposed maximum Proposed maximum
       securities             to be      offering price     aggregate          Amount of
    to be registered      registered(1)    per share      offering price  registration fee(2)
---------------------------------------------------------------------------------------------
<S>                       <C>           <C>              <C>              <C>
Class A Ordinary Shares,
 no par value              13,465,955       $62.125        $836,572,455        $220,856
</TABLE>
-------------------------------------------------------------------------------
(1)  Includes (i) up to 5,141,114 shares of common stock of OpenTV, Inc. which
     may be purchased upon the exercise of options granted under the 1998
     OpenTV, Inc. Stock Option/Stock Issuance Plan, as amended and restated
     from time to time, that were assigned to and assumed by the registrant
     and now represent the right to purchase an identical number of Class A
     Ordinary Shares of the registrant pursuant to the terms of the 1999
     OpenTV Corp. Share Option/Share Issuance Plan, as amended and restated
     from time to time, (ii) up to 161,000 shares of common stock of OpenTV,
     Inc. that may be purchased upon the exercise of options granted under the
     1998 OpenTV, Inc. Stock Option/Stock Issuance Plan, as amended and
     restated from time to time, that may be exchanged in the future for an
     identical number of Class A Ordinary Shares of the registrant, pursuant
     to the 2000 OpenTV Corp. Exchange Plan, (iii) 1,470,955 shares of common
     stock of OpenTV, Inc. that may be exchanged for an identical number of
     Class A Ordinary Shares of the registrant pursuant to the 2000 OpenTV
     Corp. Exchange Plan, (iv) 1,572,886 Class A Ordinary Shares of the
     registrant that are either issued directly or upon exercise of options
     granted pursuant to the 1999 OpenTV Corp. Share Option/Share Issuance
     Plan, as amended and restated from time to time, and (v) 5,120,000 Class
     A Ordinary Shares of the registrant that may be issued pursuant to the
     1999 OpenTV, Inc. Employee Stock Purchase Plan.
(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h) promulgated under the Securities
     Act of 1933, as amended, on the basis of the highest and lowest prices of
     the registrant's Class A Ordinary Shares reported on The Nasdaq National
     Market on May 11, 2000.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>

                                    Part I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

  The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified in Rule 428(b)
(1) of the Securities Act of 1933, as amended (the "Securities Act"), in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"). These documents and the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                    Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

  The following documents previously filed with the Commission are
incorporated by reference herein and shall be deemed a part hereof:

    (a) The description of the Class A Ordinary Shares, no par value per
  share (the "Shares") of OpenTV Corp., a British Virgin Islands
  international business company ("OpenTV"), contained in OpenTV's
  Registration Statement on Form F-1 (File No: 333-89609) filed pursuant to
  Section 12 of the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), with the Securities and Exchange Commission on October 25,
  1999 and any amendment or report filed for the purpose of updating any such
  description;

    (b) OpenTV's Registration Statement on Form 8-A, filed with the
  Commission on November 16, 1999; and

    (c) The description of OpenTV's Class A Ordinary Shares contained in the
  Registration Statement on Form 8-A referred to in (b) above.

  All documents filed by OpenTV pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.

  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

  Not applicable.

Item 5. Interests of Named Experts and Counsel.

  None.

Item 6. Indemnification of Directors and Officers.

  The Articles of Association of OpenTV (Sections 116-122) provide the
following:

                                       1
<PAGE>

"LIMITATION OF LIABILITY

116.  To the full extent permitted by the Act or any other applicable laws
      presently or hereafter in effect, no director of the Company shall be
      personally liable to the Company or its members for or with respect to
      any acts or omissions in the performance of his or her duties as a
      director of the Company. Any repeal or modification of this Regulation
      116 by a resolution of members shall not adversely affect the right or
      protection of a director of the Company existing at the time of such
      repeal or modification with respect to acts or omissions occurring prior
      to such repeal or modification.

INDEMNIFICATION

117.  Subject to the limitations hereinafter provided the Company may
      indemnify against all expenses, including legal fees, and against all
      judgments, fines and amounts paid in settlement and reasonably incurred
      in connection with legal, administrative or investigative proceedings
      any person who

   a)  is or was a party or is threatened to be made a party to any
       threatened, pending or completed proceedings, whether civil, criminal,
       administrative or investigative, by reason of the fact that the person
       is or was a director, an officer or a liquidator of the Company; or

   b)  is or was, at the request of the Company, serving as a director,
       officer or liquidator of, or in any other capacity is or was acting
       for, another company or a partnership, joint venture, trust or other
       enterprise.

118.  The Company may only indemnify a person if the person acted honestly and
      in good faith with a view to the best interests of the Company, and in
      the case of criminal proceedings, the person had no reasonable cause to
      believe that his conduct was unlawful.

119.  The decision of the directors as to whether the person acted honestly
      and in good faith and with a view to the best interests of the Company
      and as to whether the person had no reasonable cause to believe that his
      conduct was unlawful is, in the absence of fraud, sufficient for the
      purposes of these Articles, unless a question of law is involved.

120.  The termination of any proceedings by any judgment, order, settlement,
      conviction or the entering of a nolle prosequi does not, by itself,
      create a presumption that the person did not act honestly and in good
      faith and with a view to the best interests of the Company or that the
      person had reasonable cause to believe that his conduct was unlawful.

121.  If a person to be indemnified has been successful in defense of any
      proceedings referred to above the person is entitled to be indemnified
      against all expenses, including legal fees, and against all judgments,
      fines and amounts paid in settlement and reasonably incurred by the
      person in connection with the proceedings.

122.  The Company may purchase and maintain insurance in relation to any
      person who is or was a director, an officer or a liquidator of the
      Company, or who at the request of the Company is or was serving as a
      director, an officer or a liquidator of, or in any other capacity is or
      was acting for, another company or a partnership, joint venture, trust
      or other enterprise, against any liability asserted against the person
      and incurred by the person in that capacity, whether or not the Company
      has or would have had the power to indemnify the person against the
      liability as provided in these Articles."

Sections 57 and 58 of the British Virgin Islands International Business
Companies Act permit the following:

"(S)57. Indemnification (International Business Companies)

  (1) Subject to subsection (2) and any limitations in its Memorandum or
Articles, a company incorporated under this Ordinance may indemnify against
all expenses, including legal fees, and against all judgments, fines and
amounts paid in settlement and reasonably incurred in connection with legal,
administrative or investigative proceedings any person who:

                                       2
<PAGE>

    (a) is or was a party or is threatened to be made a party to any
  threatened, pending or completed proceedings, whether civil, criminal,
  administrative or investigative, by reason of the fact that the person is
  or was a director, an officer or a liquidator of the company or;

    (b) is or was, at the request of the company, serving as a director,
  officer or liquidator of, or in any other capacity is or was acting for,
  another company or a partnership, joint venture, trust or other enterprise.

  (2) Subsection (1) only applies to a person referred to in that subsection
if the person acted honestly and in good faith with a view to the best
interests of the company and, in the case of criminal proceedings, the person
had no reasonable use to believe that his conduct was unlawful.

  (3) The decision of the directors as to whether the person acted honestly
and in good faith and with a view to the best interests of the company and as
to whether the person had no reasonable cause to believe that his conduct was
unlawful is in the absence of fraud, sufficient for the purposes of this
section, unless a question of law is involved.

  (4) The termination of any proceedings by any judgment, order, settlement,
conviction or the entering of a nolle prosequi does not, by itself, create a
presumption that the person did not act honestly and in good faith and with a
view to the best interests of the company or that the person had reasonable
cause to believe that his conduct was unlawful.

  (5) If a person referred to in subsection (1) has been successful in defense
of any proceedings referred to in subsection (1), the person is entitled to be
indemnified against all expenses, including legal fees, and against all
judgments, fines and amounts paid in settlement and reasonably incurred by the
person in connection with the proceedings.

(S)58. Insurance (International Business Companies)

  A company incorporated under the Ordinance may purchase and maintain
insurance in relation to any person who is or was a director, an officer or a
liquidator of the company, or who at the request of the company is or was
serving as a director, an officer or a liquidator of, or in any other capacity
is or was acting for, another company or a partnership, joint venture, trust
or other enterprise, against any liability asserted against the person and
incurred by the person in that capacity, whether or not the company has or
would have had the power to indemnify the person against the liability under
subsection (1) of section 57."

  In addition, OpenTV maintains directors' and officers' liability insurance
policies.

Item 7. Exemption from Registration Claimed.

  Not applicable.

Item 8. Exhibits.

<TABLE>
<CAPTION>
 Exhibit
 Number                                Description
 -------                               -----------
 <C>     <S>
   5.1   Opinion, dated May 17, 2000, of Harney Westwood & Riegels with respect
         to the validity of the securities being offered
  10.1   OpenTV Corp. 2000 Exchange Plan
 *10.2   OpenTV, Inc. 1999 Employee Stock Purchase Plan
         OpenTV Corp. 1999 Share Option/Share Issuance Plan, as amended and
 *10.3   restated
  23.1   Consent of PricewaterhouseCoopers LLP, Independent Accountants
  23.2   Consent of Harney Westwood & Riegels (included in Exhibit 5.1)
         Power of Attorney (included on the signature page to this Registration
  24.1   Statement)
</TABLE>
--------
* Incorporated by reference to the Exhibits with the corresponding exhibit
 numbers in the Registration Statement on Form F-1 (File No: 333-89609) of
 OpenTV Corp. filed with the Securities and Exchange Commission on October 25,
 1999 and any amendments thereto.

                                       3
<PAGE>

Item 9. Undertakings.

  (a) The undersigned registrant hereby undertakes:

    (1) to file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement to include any
  material information with respect to the plan of distribution not
  previously disclosed in the registration statement or any material change
  to such information in the registration statement;

    (2) that, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof; and

    (3) to remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.

  (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

  (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                                       4
<PAGE>

                                  SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Mountain View, State of California,
on this 17th day of May, 2000.

                                          OPENTV CORP.

                                                     /s/ Jan Steenkamp
                                          By: _________________________________
                                                       Jan Steenkamp
                                                  Chief Executive Officer


  We, the undersigned officers and directors of OpenTV Corp., hereby severally
constitute and appoint Jan Steenkamp, Randall S. Livingston and Allan M.
Rosenzweig, and each of them, with full power of substitution, our true and
lawful attorney with full power to him singly to sign for us and in our names
in the capacities indicated below the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement, and, in connection with any registration of additional
securities, to sign any abbreviated registration statement and any and all
amendments thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, in each case, with the Securities and
Exchange Commission, and generally to do all such things in our names and on
our behalf in our capacities as officers and directors to enable OpenTV Corp.
to comply with the provisions of the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by our said attorney to
said Registration Statement and any and all amendments thereto.

  Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----

<S>                                    <C>                        <C>
      /s/ Jacobus D.T. Stofberg        Chairman of the Board         May 17, 2000
______________________________________
        Jacobus D.T. Stofberg

          /s/ Jan Steenkamp            Chief Executive Officer       May 17, 2000
______________________________________  and Director (principal
            Jan Steenkamp               executive officer

      /s/ Randall S. Livingston        Chief Financial Officer       May 17, 2000
______________________________________  and Director (principal
        Randall S. Livingston           financial and accounting
                                        officer)

        /s/ Jacobus P. Bekker          Director                      May 17, 2000
______________________________________
          Jacobus P. Bekker

           /s/ Stephen Ward            Director                      May 17, 2000
______________________________________
             Stephen Ward

         /s/ William Raduchel          Director                      May 17, 2000
______________________________________
           William Raduchel

       /s/ Allan M. Rosenzweig         Director                      May 17, 2000
______________________________________
         Allan M. Rosenzweig
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----

<S>                                    <C>                        <C>
                                       Director                      May 17, 2000
______________________________________
          Craig L. Enenstein

          /s/ Paul Haggerty            Director                      May 17, 2000
______________________________________
            Paul Haggerty
</TABLE>

                                       6
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit
 Number                                Description
 -------                               -----------

 <C>     <S>
   5.1   Opinion, dated May 17, 2000, of Harney Westwood & Riegels with respect
         to the validity of the securities being offered

  10.1   OpenTV Corp. 2000 Exchange Plan

 *10.2   OpenTV, Inc. 1999 Employee Stock Purchase Plan

         OpenTV Corp. 1999 Share Option/Share Issuance Plan, as amended and
 *10.3   restated

  23.1   Consent of PricewaterhouseCoopers LLP, Independent Accountants

  23.2   Consent of Harney Westwood & Riegels (included in Exhibit 5.1)

  24.1   Power of Attorney (included on the signature page to this Registration
         Statement)
</TABLE>
--------
*  Incorporated by reference to the Exhibits with the corresponding exhibit
   numbers in the Registration Statement on Form F-1 (File No: 333-89609) of
   OpenTV Corp. filed with the Securities and Exchange Commission on October
   25, 1999 and any amendments thereto.


                                       1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24273}]
{"company-data": {"conformed-name": "OPENTV CORP", "cik": "0001096958", "assigned-sic": "7371", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37196", "film-number": "638436"}, "business-address": {"street1": "ABBOTT BUILDING", "street2": "MOUNT STREET TORTOLA", "city": "ROAD TOWN COUNTY", "phone": "6504295500"}, "mail-address": {"street1": "ABBOTT BUILDING", "street2": "MOUNT STREET TORTOLA", "city": "ROAD TOWN COUNTRY"}}
As filed with the Securities and Exchange Commission on May 17, 2000

                                                       Registration No. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               ----------------
                                   Form S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                               ----------------
                                 OPENTV CORP.
            (Exact name of registrant as specified in its charter)

       British Virgin Islands                           98-021376

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

               401 East Middlefield Road Mountain View, CA 94043
                   (Address of Principal Executive Offices)

                               ----------------

                        2000 OpenTV Corp. Exchange Plan
              1999 OpenTV Corp. Share Option/Share Issuance Plan
                1999 OpenTV, Inc. Employee Stock Purchase Plan

                               ----------------

                             James F. Brown, Esq.
                                General Counsel
                                 OpenTV Corp.
                           401 East Middlefield Road
                            Mountain View, CA 94043
                                (650) 429-5500
    (Name, address and telephone number, including area code, of agent for
                                   service)

                               ----------------

                                  Copies to:
                           Kris F. Heinzelman, Esq.
                            Cravath, Swaine & Moore
                                Worldwide Plaza
                               825 Eighth Avenue
                              New York, NY 10019
                                (212) 474-1000

                        CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Title of             Amount     Proposed maximum Proposed maximum
       securities             to be      offering price     aggregate          Amount of
    to be registered      registered(1)    per share      offering price  registration fee(2)
---------------------------------------------------------------------------------------------
Class A Ordinary Shares,
 no par value              13,465,955       $62.125        $836,572,455        $220,856
-------------------------------------------------------------------------------
(1)  Includes (i) up to 5,141,114 shares of common stock of OpenTV, Inc. which
     may be purchased upon the exercise of options granted under the 1998
     OpenTV, Inc. Stock Option/Stock Issuance Plan, as amended and restated
     from time to time, that were assigned to and assumed by the registrant
     and now represent the right to purchase an identical number of Class A
     Ordinary Shares of the registrant pursuant to the terms of the 1999
     OpenTV Corp. Share Option/Share Issuance Plan, as amended and restated
     from time to time, (ii) up to 161,000 shares of common stock of OpenTV,
     Inc. that may be purchased upon the exercise of options granted under the
     1998 OpenTV, Inc. Stock Option/Stock Issuance Plan, as amended and
     restated from time to time, that may be exchanged in the future for an
     identical number of Class A Ordinary Shares of the registrant, pursuant
     to the 2000 OpenTV Corp. Exchange Plan, (iii) 1,470,955 shares of common
     stock of OpenTV, Inc. that may be exchanged for an identical number of
     Class A Ordinary Shares of the registrant pursuant to the 2000 OpenTV
     Corp. Exchange Plan, (iv) 1,572,886 Class A Ordinary Shares of the
     registrant that are either issued directly or upon exercise of options
     granted pursuant to the 1999 OpenTV Corp. Share Option/Share Issuance
     Plan, as amended and restated from time to time, and (v) 5,120,000 Class
     A Ordinary Shares of the registrant that may be issued pursuant to the
     1999 OpenTV, Inc. Employee Stock Purchase Plan.
(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h) promulgated under the Securities
     Act of 1933, as amended, on the basis of the highest and lowest prices of
     the registrant's Class A Ordinary Shares reported on The Nasdaq National
     Market on May 11, 2000.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Part I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

  The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified in Rule 428(b)
(1) of the Securities Act of 1933, as amended (the "Securities Act"), in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"). These documents and the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                    Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

  The following documents previously filed with the Commission are
incorporated by reference herein and shall be deemed a part hereof:

    (a) The description of the Class A Ordinary Shares, no par value per
  share (the "Shares") of OpenTV Corp., a British Virgin Islands
  international business company ("OpenTV"), contained in OpenTV's
  Registration Statement on Form F-1 (File No: 333-89609) filed pursuant to
  Section 12 of the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), with the Securities and Exchange Commission on October 25,
  1999 and any amendment or report filed for the purpose of updating any such
  description;

    (b) OpenTV's Registration Statement on Form 8-A, filed with the
  Commission on November 16, 1999; and

    (c) The description of OpenTV's Class A Ordinary Shares contained in the
  Registration Statement on Form 8-A referred to in (b) above.

  All documents filed by OpenTV pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.

  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

  Not applicable.

Item 5. Interests of Named Experts and Counsel.

  None.

Item 6. Indemnification of Directors and Officers.

  The Articles of Association of OpenTV (Sections 116-122) provide the
following:

                                       1
"LIMITATION OF LIABILITY

116.  To the full extent permitted by the Act or any other applicable laws
      presently or hereafter in effect, no director of the Company shall be
      personally liable to the Company or its members for or with respect to
      any acts or omissions in the performance of his or her duties as a
      director of the Company. Any repeal or modification of this Regulation
      116 by a resolution of members shall not adversely affect the right or
      protection of a director of the Company existing at the time of such
      repeal or modification with respect to acts or omissions occurring prior
      to such repeal or modification.

INDEMNIFICATION

117.  Subject to the limitations hereinafter provided the Company may
      indemnify against all expenses, including legal fees, and against all
      judgments, fines and amounts paid in settlement and reasonably incurred
      in connection with legal, administrative or investigative proceedings
      any person who

   a)  is or was a party or is threatened to be made a party to any
       threatened, pending or completed proceedings, whether civil, criminal,
       administrative or investigative, by reason of the fact that the person
       is or was a director, an officer or a liquidator of the Company; or

   b)  is or was, at the request of the Company, serving as a director,
       officer or liquidator of, or in any other capacity is or was acting
       for, another company or a partnership, joint venture, trust or other
       enterprise.

118.  The Company may only indemnify a person if the person acted honestly and
      in good faith with a view to the best interests of the Company, and in
      the case of criminal proceedings, the person had no reasonable cause to
      believe that his conduct was unlawful.

119.  The decision of the directors as to whether the person acted honestly
      and in good faith and with a view to the best interests of the Company
      and as to whether the person had no reasonable cause to believe that his
      conduct was unlawful is, in the absence of fraud, sufficient for the
      purposes of these Articles, unless a question of law is involved.

120.  The termination of any proceedings by any judgment, order, settlement,
      conviction or the entering of a nolle prosequi does not, by itself,
      create a presumption that the person did not act honestly and in good
      faith and with a view to the best interests of the Company or that the
      person had reasonable cause to believe that his conduct was unlawful.

121.  If a person to be indemnified has been successful in defense of any
      proceedings referred to above the person is entitled to be indemnified
      against all expenses, including legal fees, and against all judgments,
      fines and amounts paid in settlement and reasonably incurred by the
      person in connection with the proceedings.

122.  The Company may purchase and maintain insurance in relation to any
      person who is or was a director, an officer or a liquidator of the
      Company, or who at the request of the Company is or was serving as a
      director, an officer or a liquidator of, or in any other capacity is or
      was acting for, another company or a partnership, joint venture, trust
      or other enterprise, against any liability asserted against the person
      and incurred by the person in that capacity, whether or not the Company
      has or would have had the power to indemnify the person against the
      liability as provided in these Articles."

Sections 57 and 58 of the British Virgin Islands International Business
Companies Act permit the following:

"(S)57. Indemnification (International Business Companies)

  (1) Subject to subsection (2) and any limitations in its Memorandum or
Articles, a company incorporated under this Ordinance may indemnify against
all expenses, including legal fees, and against all judgments, fines and
amounts paid in settlement and reasonably incurred in connection with legal,
administrative or investigative proceedings any person who:

                                       2
(a) is or was a party or is threatened to be made a party to any
  threatened, pending or completed proceedings, whether civil, criminal,
  administrative or investigative, by reason of the fact that the person is
  or was a director, an officer or a liquidator of the company or;

    (b) is or was, at the request of the company, serving as a director,
  officer or liquidator of, or in any other capacity is or was acting for,
  another company or a partnership, joint venture, trust or other enterprise.

  (2) Subsection (1) only applies to a person referred to in that subsection
if the person acted honestly and in good faith with a view to the best
interests of the company and, in the case of criminal proceedings, the person
had no reasonable use to believe that his conduct was unlawful.

  (3) The decision of the directors as to whether the person acted honestly
and in good faith and with a view to the best interests of the company and as
to whether the person had no reasonable cause to believe that his conduct was
unlawful is in the absence of fraud, sufficient for the purposes of this
section, unless a question of law is involved.

  (4) The termination of any proceedings by any judgment, order, settlement,
conviction or the entering of a nolle prosequi does not, by itself, create a
presumption that the person did not act honestly and in good faith and with a
view to the best interests of the company or that the person had reasonable
cause to believe that his conduct was unlawful.

  (5) If a person referred to in subsection (1) has been successful in defense
of any proceedings referred to in subsection (1), the person is entitled to be
indemnified against all expenses, including legal fees, and against all
judgments, fines and amounts paid in settlement and reasonably incurred by the
person in connection with the proceedings.

(S)58. Insurance (International Business Companies)

  A company incorporated under the Ordinance may purchase and maintain
insurance in relation to any person who is or was a director, an officer or a
liquidator of the company, or who at the request of the company is or was
serving as a director, an officer or a liquidator of, or in any other capacity
is or was acting for, another company or a partnership, joint venture, trust
or other enterprise, against any liability asserted against the person and
incurred by the person in that capacity, whether or not the company has or
would have had the power to indemnify the person against the liability under
subsection (1) of section 57."

  In addition, OpenTV maintains directors' and officers' liability insurance
policies.

Item 7. Exemption from Registration Claimed.

  Not applicable.

Item 8. Exhibits.
Exhibit
 Number                                Description
 -------                               -----------
5.1   Opinion, dated May 17, 2000, of Harney Westwood & Riegels with respect
         to the validity of the securities being offered
  10.1   OpenTV Corp. 2000 Exchange Plan
 *10.2   OpenTV, Inc. 1999 Employee Stock Purchase Plan
         OpenTV Corp. 1999 Share Option/Share Issuance Plan, as amended and
 *10.3   restated
  23.1   Consent of PricewaterhouseCoopers LLP, Independent Accountants
  23.2   Consent of Harney Westwood & Riegels (included in Exhibit 5.1)
         Power of Attorney (included on the signature page to this Registration
  24.1   Statement)
--------
* Incorporated by reference to the Exhibits with the corresponding exhibit
 numbers in the Registration Statement on Form F-1 (File No: 333-89609) of
 OpenTV Corp. filed with the Securities and Exchange Commission on October 25,
 1999 and any amendments thereto.

                                       3
Item 9. Undertakings.

  (a) The undersigned registrant hereby undertakes:

    (1) to file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement to include any
  material information with respect to the plan of distribution not
  previously disclosed in the registration statement or any material change
  to such information in the registration statement;

    (2) that, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof; and

    (3) to remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.

  (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

  (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Mountain View, State of California,
on this 17th day of May, 2000.

                                          OPENTV CORP.

                                                     /s/ Jan Steenkamp
                                          By: _________________________________
                                                       Jan Steenkamp
                                                  Chief Executive Officer

  We, the undersigned officers and directors of OpenTV Corp., hereby severally
constitute and appoint Jan Steenkamp, Randall S. Livingston and Allan M.
Rosenzweig, and each of them, with full power of substitution, our true and
lawful attorney with full power to him singly to sign for us and in our names
in the capacities indicated below the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement, and, in connection with any registration of additional
securities, to sign any abbreviated registration statement and any and all
amendments thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, in each case, with the Securities and
Exchange Commission, and generally to do all such things in our names and on
our behalf in our capacities as officers and directors to enable OpenTV Corp.
to comply with the provisions of the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by our said attorney to
said Registration Statement and any and all amendments thereto.

  Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature                          Title                   Date
              ---------                          -----                   ----
/s/ Jacobus D.T. Stofberg        Chairman of the Board         May 17, 2000
______________________________________
        Jacobus D.T. Stofberg

          /s/ Jan Steenkamp            Chief Executive Officer       May 17, 2000
______________________________________  and Director (principal
            Jan Steenkamp               executive officer

      /s/ Randall S. Livingston        Chief Financial Officer       May 17, 2000
______________________________________  and Director (principal
        Randall S. Livingston           financial and accounting
                                        officer)

        /s/ Jacobus P. Bekker          Director                      May 17, 2000
______________________________________
          Jacobus P. Bekker

           /s/ Stephen Ward            Director                      May 17, 2000
______________________________________
             Stephen Ward

         /s/ William Raduchel          Director                      May 17, 2000
______________________________________
           William Raduchel

       /s/ Allan M. Rosenzweig         Director                      May 17, 2000
______________________________________
         Allan M. Rosenzweig
5
Signature                          Title                   Date
              ---------                          -----                   ----
Director                      May 17, 2000
______________________________________
          Craig L. Enenstein

          /s/ Paul Haggerty            Director                      May 17, 2000
______________________________________
            Paul Haggerty
6
EXHIBIT INDEX
Exhibit
 Number                                Description
 -------                               -----------
5.1   Opinion, dated May 17, 2000, of Harney Westwood & Riegels with respect
         to the validity of the securities being offered

  10.1   OpenTV Corp. 2000 Exchange Plan

 *10.2   OpenTV, Inc. 1999 Employee Stock Purchase Plan

         OpenTV Corp. 1999 Share Option/Share Issuance Plan, as amended and
 *10.3   restated

  23.1   Consent of PricewaterhouseCoopers LLP, Independent Accountants

  23.2   Consent of Harney Westwood & Riegels (included in Exhibit 5.1)

  24.1   Power of Attorney (included on the signature page to this Registration
         Statement)
--------
*  Incorporated by reference to the Exhibits with the corresponding exhibit
   numbers in the Registration Statement on Form F-1 (File No: 333-89609) of
   OpenTV Corp. filed with the Securities and Exchange Commission on October
   25, 1999 and any amendments thereto.

                                       1