content: <PAGE>
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      _________
  
                                      Form 8-K
  
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
  
                           Securities Exchange Act of 1934
  
  Date of report (Date of earliest event reported):    February 20, 2001
  
                                      TiVo Inc.
               (Exact name of registrant as specified in its charter)
  
  
     Delaware                        000-27141                    77-0463167
     (State of                (Commission File Number)          (IRS Employer
  Incorporation)                                              Identification No.)
  
  
                  2160 Gold Street, P.O. Box 2160, Alviso, CA 95002
                 (Address of principal executive offices) (Zip Code)
  
  
                                   (408) 519-9100
                (Registrant's telephone number, including area code)
  <PAGE>
  
  Item 5.       Other Events.
                ------------
  
                On February 20, 2001, we amended our Shareholder Rights Plan. The
  First Amendment to the Rights Agreement with Wells Fargo Shareowner Services as
  Rights Agent is filed as an exhibit hereto and is incorporated by reference
  herein.
  
  Item 7.       Exhibits.
                --------
  
  10            First Amendment to Rights Agreement, dated as of February 20,
                2001, between TiVo Inc. and Wells Fargo Shareowners Services.
  
  
  
  
                                      SIGNATURE
  
  
                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 hereunto duly authorized.
  
  Dated: February 28, 2001
  
                                      TIVO INC.
  
  
  
  
                                      By: /s/ David H. Courtney
                                          ---------------------------------------
                                          David H. Courtney
                                          CFO & Senior Vice President, Finance &
                                          Administration
  
                                         2
  <PAGE>
  
                                    EXHIBIT INDEX
  
  10            First Amendment to Rights Agreement, dated as of February 20,
                2001, between TiVo Inc. and Wells Fargo Shareowners Services.
  
  
                                         3
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text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      _________
  
                                      Form 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
  
                           Securities Exchange Act of 1934
  
  Date of report (Date of earliest event reported):    February 20, 2001
  
                                      TiVo Inc.
               (Exact name of registrant as specified in its charter)
  
     Delaware                        000-27141                    77-0463167
     (State of                (Commission File Number)          (IRS Employer
  Incorporation)                                              Identification No.)
  
                  2160 Gold Street, P.O. Box 2160, Alviso, CA 95002
                 (Address of principal executive offices) (Zip Code)
  
                                   (408) 519-9100
                (Registrant's telephone number, including area code)
  Item 5.       Other Events.
                ------------
  
                On February 20, 2001, we amended our Shareholder Rights Plan. The
  First Amendment to the Rights Agreement with Wells Fargo Shareowner Services as
  Rights Agent is filed as an exhibit hereto and is incorporated by reference
  herein.
  
  Item 7.       Exhibits.
                --------
  
  10            First Amendment to Rights Agreement, dated as of February 20,
                2001, between TiVo Inc. and Wells Fargo Shareowners Services.
  
                                      SIGNATURE
  
                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 hereunto duly authorized.
  
  Dated: February 28, 2001
  
                                      TIVO INC.
  
                                      By: /s/ David H. Courtney
                                          ---------------------------------------
                                          David H. Courtney
                                          CFO & Senior Vice President, Finance &
                                          Administration
  
                                         2
  EXHIBIT INDEX
  
  10            First Amendment to Rights Agreement, dated as of February 20,
                2001, between TiVo Inc. and Wells Fargo Shareowners Services.
  
                                         3