AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 1995

                              Registration Statement No. 33-     
                              -----------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                          ----------------------------------
                                Washington, D.C. 20549
                                ----------------------

                                       FORM S-8


               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                      
                                ----------------------

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


     DELAWARE                           4894                      94-2907258    
     ---------------------------------------------------------------------------
     (State or other              (Primary Standard            (IRS Employer
      jurisdiction of        Industrial Classification         Identification
      incorporation or                  Code)                  No.)
      organization)

                             1270 Avenue of the Americas
                               New York, New York 10020
                                   (212) 262-2570      
                                -----------------------
                   (Address, including zip code and telephone number,  
                    including area code, of Registrant's principal 
                             executive offices)


                     Option Agreement, as amended August 1, 1989 
                     --------------------------------------------
                              (Full Title of the Plan)


                                  WILLIAM C. SAMUELS
                                      President
                                      ACTV, INC.
                             1270 Avenue of the Americas
                               New York, New York 10020
                                    (212) 262-2570
                                                         
                           ------------------------------
(Name, address, including zip code and telephone number, including area code, 
 of agent for service)

                           ------------------------------
                                  
                                      Copies To:

                                JAY M. KAPLOWITZ, ESQ.
                       Gersten, Savage, Kaplowitz & Curtin, LLP
                                 575 Lexington Avenue
                               New York, New York 10022
                                    (212) 752-9700

     If any of the securities being registered on this Form are to be offered on
     a delayed or continuous basis pursuant to Rule 415 under the Securities Act
     of 1933, check the following box [x]

<PAGE>

           CALCULATION OF REGISTRATION FEE                             


Title of        Amount Being   Proposed Maximum    Proposed        Amount of
Securities To   Registered(1)  Offering Price Per  Maximum         Registration
Be Registered                  Security(2)         Aggregate       Fee
                                                   Offering Price
- -------------   -------------  ------------------  --------------- ------------
Common           20,000(3)            $5.72(5)      $114,400        $394.49
Stock, par
value $.10
per share       80,0004(4)            $2.50         $200,000        $689.66


Total
Registration
Fee                                                                $1,084.15


     (1)    Pursuant to Rule 416, the Registration Statement also relates to an
            indeterminate number of additional shares of Common Stock issuable
            in respect of stock splits, stock dividends and similar transactions
            and upon the anti-dilution provisions contained in the outstanding
            options.

     (2)    The price is estimated in accordance with Rule 457(h)(i) under the
            Securities Act of 1933, as amended, solely for the purpose of
            calculating the registration fee.

     (3)    Issued upon the exercise of options issued to William C. Samuels
            pursuant to the Option Agreement, as amended August 1, 1989 (the
            "Option Agreement").

     (4)    Issuable upon the exercise of options issued to William C. Samuels
            pursuant to the Option Agreement.

     (5)    Based on the average of the closing bid and asked prices per share
            of the Common Stock as quoted by the National Association of
            Securities Dealers Automated Quotation System on September 25, 1995.

                                         (ii)

<PAGE>

                                      ACTV, INC.
                                                 
                                     ------------

                                Cross-Reference Sheet
                      (Between Items of Form S-3 and Prospectus)
                                                 
                                     ------------

     Form S-3 Item and Caption             Prospectus Captions
     -------------------------             -------------------

     1.  Forepart of Registration          Front Cover Page
         Statement and Cover Page
         of Prospectus

     2.  Inside Front and Outside          Inside Front and Outside Back Cover
         Back Cover Pages of Prospectus    Page; Additional Information,
                                           Incorporation of Certain Documents
                                           by Reference

     3.  Summary Information and Risk      The Company; Risk Factors 
         Factors

     4.  Use of Proceeds                   Use of Proceeds

     5.  Determination of Offering Price   Inside Front Cover

     6.  Dilution                          *

     7.  Selling Security Holders          Selling Stockholder

     8.  Plan of Distribution              Plan of Distribution

     9.  Description of Securities         *
         to be Registered


     10. Interests of Named Experts        Legal Matters, Experts
         and Counsel

     11. Material Changes                  Risk Factors
      
     12. Incorporation of Certain          Incorporation of Certain Information
         Information by Reference          by Reference

     13. Disclosure of Commission          Indemnification of Officers 
         Position on Indemnification       and Directors
         for Securities Act Liabilities


     * Not Applicable



                                        (iii)

<PAGE>
                                   EXPLANATORY NOTE


     This Registration Statement on Form S-8 relates to the registration of
     100,000 shares (the "Shares") of Common Stock, par value $.10 per share
     (the "Common Stock") of ACTV, Inc., a Delaware Corporation ("ACTV" or the
     "Company") by William C. Samuels, the President of the Company (the
     "Selling Stockholder").  Of such Shares (i) 20,000 shares have been
     acquired by the Selling Stockholder upon the exercise of options issued
     pursuant to the Option Agreement, as amended August 1, 1989 (the "Option
     Agreement"), between the Company and the Selling Stockholder and (ii)
     80,000 shares are issuable upon the exercise of options granted to the
     Selling Stockholder pursuant to the Option Agreement.  A Prospectus has
     been prepared in accordance with the requirements of Form S-3 pursuant to
     General Instruction C of Form S-3 relating to the Shares. This Registration
     Statement on Form S-8, which includes a Prospectus prepared in accordance
     with General Instruction C of Form S-3, may be referred to herein as a 
     Registration Statement on Form S-8/S-3.

                                              
                                        PART I

                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     Pursuant to the Note to Part I of the Form S-8, the information required by
     Part I is not required to be filed with the Securities and Exchange
     Commission (the "Commission").

     The Company will provide without charge to each person to whom a copy of a
     Section 10(a) Prospectus hereunder is delivered, upon the oral or written
     request of such person, a copy of any document incorporated in this
     Registration Statement by reference, except exhibits to such documents. 
     Requests for such information should be directed to ACTV, Inc., 1270 Avenue
     of Americas, New York, New York 10020, Attention: Secretary, telephone
     number (212) 262-2570.





                                         (iv)

<PAGE>
     PROSPECTUS

                                      ACTV, INC.
                                                
                                      ----------

                            100,000 SHARES OF COMMON STOCK

                              Par Value, $.10 Per Share
                                                
                                     -----------


     This Prospectus relates to the offer and sale of 100,000 shares (the
     "Shares") of Common Stock, par value $.10 per share (the "Common Stock"),
     of ACTV, Inc., a Delaware corporation ("ACTV" or the "Company"), by William
     C. Samuels, the President of the Company (the "Selling Stockholder").  The
     Shares have been or may be acquired by the Selling Stockholder upon
     exercise of options (the "Options") granted pursuant to the Option
     Agreement, as amended August 1, 1989 (the "Option Agreement"), between the
     Company and the Selling Stockholder.  The Company's Common Stock is traded
     on the over-the-counter market on the NASDAQ Small Cap Market ("NASDAQ")
     and the Boston Stock Exchange ("BSE").  On September 25, 1995, the closing
     bid and asked quotations for the Common Stock as reported on NASDAQ were 
     $5 5/8 and $5 13/16 per share, respectively.


     The Shares covered by this Prospectus may be offered and sold from time to
     time directly by the Selling Stockholder or through brokers in the over-
     the-counter market or otherwise at market prices prevailing at the time of
     such sales or in one or more negotiated transactions at prices acceptable
     to the Selling Stockholder.  No specified brokers or dealers have been
     designated by the Selling Stockholder and no agreement has been entered
     into in respect of brokerage commissions or for the exclusive or
     coordinated sale of any securities which may be offered pursuant to this
     Prospectus.  The net proceeds to the Selling Stockholder will be the
     proceeds received by him upon such sales, less brokerage commissions, if
     any.  The Company will pay all expenses of preparing and reproducing this
     Prospectus.  The Company will receive proceeds from the exercise of the
     Options, but will not receive any other proceeds from any sales by the
     Selling Stockholder.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THIS SECURITIES
     AND EXCHANGE COMMISSION (THE "COMMISSION") OR ANY STATE SECURITIES
     COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
     SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
     PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     No dealer, salesman or any other person has been authorized to give any
     information or to make any representation other than as contained or
     incorporated by referenced herein and if given or made, such information or
     representation must not be relied upon as having been authorized by the
     Company.  This Prospectus does not constitute an offer to sell or a
     solicitation of an offer to buy securities by anyone in any jurisdiction in
     which such offering may not be lawfully be made.  Neither the delivery of
     this Prospectus nor any sale made hereunder shall, under any circumstances,
     create any implication that there has been no change in the affairs of the
     Company or the information herein since the date hereof.  See "Risk
     Factors."

                                                                      
                ------------------------------------------------------
                    The date of this Prospectus is October 4, 1995


<PAGE>
                                  TABLE OF CONTENTS


                                                                            Page
                                                                            ----

     Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . 3

     Incorporated of Certain Documents by Reference  . . . . . . . . . . . . . 4

     The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

     Risk Factors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

     Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26

     Selling Stockholder . . . . . . . . . . . . . . . . . . . . . . . . . .  27

     Indemnification of Officers and Directors . . . . . . . . . . . . . . .  28

     Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . .  29

     Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30

     Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31



                                          2

<PAGE>
                                AVAILABLE INFORMATION


     The Company is subject to the informational requirements of the Securities
     Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
     reports and other information with the Commission.  Such reports, proxy
     statements, registration statements and other information can be examined
     without charge at the public reference section maintained by the Commission
     at 450 Fifth Street, N.W., Washington, D.C. 20549 and, upon payment of the
     fees prescribed by the Commission, copies may be obtained therefrom and at
     certain of the Commission's Regional Offices located at 7 World Trade
     Center, New York, New York 10048, 5757 Wilshire Boulevard, Los Angeles,
     California 90024; and 500 West Madison Street, Northeastern Atrium Center,
     Suite 1400, Chicago, Illinois 60661-2511.

     The Company's Common Stock is quoted on The Nasdaq Stock Market ("NASDAQ")
     Reports, proxy statements, information statements, and other information
     concerning the Company can be inspected at the office of the National
     Association of Securities Dealers, Inc., located at 1735 K Street, N.W.,
     Washington, DC 20006.

     This Prospectus is part of a registration statement on Form S-8/S-3 (the
     "Registration Statement") under the Securities Act of 1933 (the "Securities
     Act") which the Company has filed with the Commission for the registration
     of the securities offered by this Prospectus.  This Prospectus does not
     contain all of the information set forth in the Registration Statement and
     the exhibits and schedules thereto.  For further information with respect
     to the Company, reference is hereby made to such Registration Statement,
     exhibits and schedules, which may be obtained from the Commission's
     principal office in Washington, D.C., upon payment of the fees prescribed
     by the Commission.



                                          3

<PAGE>
                  INCORPORATION OF CERTAIN INFORMATION BY REFERENCE


     The following documents filed by the Company with the Commission are
     incorporated herein by reference:

            (1) The Company's Registration Statement on Form S-1 (File No. 33-
                34618) which became effective on May 4, 1990.


            (2) Annual Report on Form 10-K for the year ended December 31,
                1994.

            (3) Annual Report on Form 10-K/A-1 for the year ended December 31,
                1994.

            (4) Quarterly Report on Form 10-Q for the quarterly period ended
                March 31, 1995.

            (5) Quarterly Report on Form 10-Q for the quarterly period ended
                June 30, 1995.

     In addition to the foregoing, all documents subsequently filed by the
     Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
     prior to the filing of a post-effective amendment indicating that all of
     the securities offered hereunder have been sold or deregistering all
     securities then remaining unsold shall be deemed to be incorporated by
     reference in this Prospectus and to be part hereof from the date of filing
     of such documents.

     Any statement contained in a document incorporated or deemed to be
     incorporated by reference in this Prospectus shall be deemed to be modified
     or superseded for purposes of this Prospectus to the extent that a
     statement contained herein or in any subsequently filed document which also
     is or is deemed to be incorporated by reference herein modifies or
     supersedes such statement.  Any statement so modified or superseded shall
     not be deemed, except as so modified or superseded, to constitute a part of
     this Prospectus.  All information appearing in this Prospectus is qualified
     in its entirety by the information and financial statements (including
     notes thereto) appearing in the documents incorporated herein by reference,
     except to the extent set forth in the immediately preceding statement.

     The Company will provide without charge to each person to whom a copy of
     this Prospectus is delivered, upon the oral or written request of such
     person, a copy of any document incorporated in this Prospectus by
     reference, except exhibits to such information, unless such exhibits are
     also expressly incorporated by reference herein.  Requests for such
     information should be directed to ACTV, Inc., 1270 Avenue of the Americas,
     New York, New York 10020, Attention:  Secretary, telephone number (212)
     262-2570.


                                          4

<PAGE>

                                     THE COMPANY


     General

     ACTV, Inc. ("ACTV" or the "Company") has developed the proprietary
     Programming Technologies (the "Programming Technology") for the emerging
     field of interactive television.  ACTV's Programming Technology permits the
     delivery of individualized television, which, in the Company's view,
     significantly enhances the quality of most genres of television
     programming.  ACTV's Programming Technology provides instant and seamless
     changes in the TV or video picture and/or audio in response to the various
     inputs or selections supplied by each viewer.  A specially prepared ACTV
     program (the "ACTV Program" or "ACTV Programming") is like a linear TV
     program, except that it appears to be individualized for each interactive
     viewer.  (Linear programs are standard television programs that can be
     viewed only as created and do not offer the viewer the option to make
     choices as to the content of the program or to respond to the contents of
     the program in an individualized way.)  There is no limit to the number of
     viewers who can interact simultaneously with an ACTV Program.


     ACTV's individualized programming is designed to work with both single and
     multiple channels of 6MHz bandwidth and with different modes of
     transmission: distance learning networks, closed circuit televisions
     systems, cable, direct broadcast satellite ("DBS"), broadcast systems, and
     multi-microwave distribution systems ("MMDS").  It is compatible with
     commonly available existing systems (one-way, analog) as well as systems
     envisioned for the future of television (two-way, compression, fiber,
     video, server, and copper pairs with asynchronous digital subscriber logs
     ("ADSL").

     ACTV's strategy is to generate revenues from the sale of ACTV Programming
     that it either owns, has licensed or that has been created by a third party
     under a license from ACTV, including fees paid by subscribers to premium
     cable networks in which the Company has an ownership interest.  The
     Company's mission is to improve the quality of entertainment and education
     television programming.

     The Company also believes that the Programming Technology can enhance the
     quality of television advertising by enabling the advertiser to customize
     each commercial for various audience segments, such as parents or sports
     enthusiasts.  It is the Company's objective to seek major advertiser
     support for its individualized home entertainment networks.

     The chief markets presently targeted by the Company for the ACTV
     Programming Technology are in-home entertainment and education (with an
     emphasis on distance learning).  The Company seeks to exploit these
     markets, principally in the U.S. through licensing the Programming
     Technology by creating joint venture relationships, and by direct sales.  

     The Company has three operating subsidiaries, ACTV Entertainment Inc., a
     New York corporation ("ACTV Entertainment") incorporated on March 9, 1988,
     ACTV Interactive, Inc., a Delaware corporation incorporated on July 8,
     1992, and The Los Angeles Interactive Network Inc., a Delaware corporation
     incorporated on March 7, 1995, which is a subsidiary of ACTV Entertainment.
     Unless otherwise indicated, all references in this Prospectus to the
     Company or ACTV include ACTV and its three subsidiaries.


                                          5

<PAGE>

     ACTV was incorporated under the laws of the State of Delaware on July 24,
     1989.  The Company is the successor, by merger effective November 1, 1989,
     to ACTV, Inc., a California corporation, organized on July 11, 1983.  The
     Company's executive offices are located at 1270 Avenue of the Americas, New
     York, New York 10020, telephone number (212) 262-2570.

     Entertainment 


     ACTV first introduced its individualized programming applications for
     entertainment outside the United States.  The Company is now in its fifth
     year of regional commercialization in Montreal, Edmonton, and London
     through a license with Le Groupe Videotron, Ltee. ("LGV"), the second
     largest Canadian cable/broadcast television company and a major cable
     operator in London where it is building and operating combined
     cable/telephone networks.  LGV has been a pioneer in the deployment of
     interactive cable television services.

     ACTV's Programming Technology is part of LGV's Videoway systems, which
     includes a premium interactive cable channel, video games and various
     videotext offerings ("Videoway").  LGV reports that Videoway at 1994 year
     end has enrolled over 240,000 Canadian subscribers, who receive a set-top
     terminal with compatible ACTV Programming functionality.  According to LGV,
     Videoway subscribers use on average 13 hours per week of interactive
     services:  5.5 hours of video games; 2.5 hours of information services, and
     5 hours of ACTV Programming -- primarily consisting of sports, game shows,
     children's shows and news.  In addition, LGV offers Videoway on its cable
     systems in London, England where it reports nearly 80,000 users.

     Under the LGV license, which as modified on June 8, 1993, LGV has a 20-
     year, non-exclusive, royalty-free license to manufacture Videoway terminals
     that incorporate ACTV's Programming Technology.  The agreement also allows
     LGV to produce ACTV Programming itself for a certain number of potential
     Videoway subscribers in Canada (1,300,000), Europe (500,000), and the
     United States (500,000).  The license is subject to the condition that
     neither LGV nor its sub-licensees receive any royalty or other fees with
     respect to ACTV Programming, except for promotion and direct production
     expenses paid by LGV.  Any royalties from third parties will be paid
     exclusively to ACTV.  See "Reorganization of ACTV Entertainment and the LGV
     Agreements."

     The Company and LGV entered into their original agreement during the
     infancy of the development of interactive television.  LGV had developed
     its Videoway TV set-top converter, which, among other things, enabled it to
     provide its subscribers with interactive capacity.   The arrangement
     provided the Company with an outlet for its ACTV Programming while
     providing LGV with interactive product for its Videoway converter.  As both
     companies developed, however, their missions began to diverge: LGV wanted
     to market its Videoway converter in the United States, and was less
     interested in the actual production of ACTV Programming, while the Company
     was interested in expanding its programming capacity and in making its ACTV
     Programming available for use with set-top converters manufactured and
     distributed by others. The restructuring of the relationship with LGV
     enabled both companies to focus on their respective goals, in that LGV now
     has the non-exclusive right to market the Videoway converter in the United
     States, and the Company has control of ACTV Programming development.  See
     "Reorganization of ACTV Entertainment and the LGV Agreements."

     ACTV's strategy is to take the regional experience gained in the last five
     years in Canada and London and apply it to the U.S.  The Company
     anticipates that its individualized programming will be launched through
     regional premium cable programming services that are advertiser-



                                          6

<PAGE>

     supported.  Monthly subscription prices are anticipated to be comparable to
     other U.S. premium channels.

     In May 1995, the Company introduced its InTV Regional Individualized
     Network (the "InTV Network") in the Los Angeles area.  The Company believes
     that the InTV Network is the first programming service in the U.S. to both
     enhance existing programming and offer new individualized content.  


     Joining ACTV in the InTV Network is Prime Sports - West, a unit of TCI's
     Liberty Sports ("TCI"), which has 4.2 million subscribers in the Southwest
     region of the U.S., Cable News Network, Inc. ("CNN") and Ventura County
     Cablevision, currently a subsidiary of Western Communications, whose
     ownership is scheduled to be transferred to TCI in early 1996.

     Prime Sports - West is providing the Company with access to all its
     regional sports programming at no cost to the Company.  Similarly, CNN
     plans to provide, at no cost, access to Prime News, Sports Tonight, Calling
     on All Sports, Inside Politics and other selected shows.

     In both cases, the Company is responsible for its incremental content,
     transmission, delivery and master control costs incurred in connection with
     the enhancement of the Prime Sports - West and CNN programming.

     Assuming future commercialization of a regional network in the footprint of
     Prime Sports - West no later than December 31, 1996, Prime Sports - West
     would receive an exclusive in its footprint for sports programming and the
     companies will pursue a business understanding of revenue sharing
     anticipated to include a license fee paid to Prime Sports - West for each
     subscribing household on a monthly basis.

     Upon commercialization, CNN and ACTV will negotiate a royalty agreement
     and/or advertising slip for use of CNN programming.  In addition, CNN shall
     receive protection until December 31, 1997 to become ACTV's exclusive
     provider of national and international news.  CNN will also be given the
     opportunity to be an equity investor in any new regional networks created
     by ACTV.

     Initial marketing is being directed toward Ventura County Cablevision's
     90,000 subscribers in the Los Angeles and Ventura County areas, with 1,000
     homes expected to participate, on a trial basis.

     InTV Network viewers are able to individualize both CNN programs and L.A.
     Lakers basketball, L.A. Kings hockey, California Angels baseball and other
     Prime Sports - West offerings.  In addition, to sports and news events,
     InTV Network is transmitting other individualized programming, including
     game shows, children's and education programs.


     The Company plans, assuming a successful test phase, to offer the InTV
     Network to a majority of Ventura City Cablevision's subscribers.  In
     addition, expansion could follow in other Prime Sports - West markets and,
     in stages, in other regional markets within the U.S.  There can be no
     assurance that any such expansion will occur, or that it will generate
     significant revenues for the Company.




                                          7

<PAGE>

     Education

     ACTV's principal strategy in education is to become the leading
     individualized programming technology in the developing field of distance
     learning, in which ACTV Programming, both live and pre-recorded, can be
     transmitted simultaneously to multiple sites in a satellite, fiber or
     microwave network.  


     ACTV is currently developing new two-way analog and digital programming
     technologies for distance learning.  This is a point to multipoint
     interactive broadcast system that can deliver prerecorded interactive
     lessons or integrate interactive segments into live distance learning
     lessons.  By using a simple remote control, the student is able to alter
     program content to suit specific needs and interests.  Students receive
     individualized responses to their input, and at the end of the lesson, the
     classroom teacher receives a printout of the performance of each class
     member. 

     ACTV's new distance learning system is scheduled for commercial
     introduction by the end of 1995, with an installation in Georgia that the
     Company believes will represent one of the industry's most advanced
     distance learning projects.  ACTV and the State of Georgia have entered
     into an agreement through which ACTV's distance learning system and
     software will be integrated into the Georgia Statewide Academic and Medical
     System ("GSAMS"), an existing fully interactive service providing audio,
     video and data to classrooms.  

     In addition, 123 interactive television titles have been produced and
     introduced into the kindergarten to 12th grade market.  The programs focus
     on reading, math, and vocational education.  To date, programs have been
     sold to approximately 300 different schools across the U.S., along with an
     ACTV classroom system -- a terminal with compatible ACTV Programming
     functionality that currently permits up to 24 students in a classroom to
     view single channel ACTV Programs simultaneously.  Education products are
     marketed through a direct and distributor sales force.

     Individualized programming is produced jointly through license agreements
     with educational publishers, including Turner Educational Services, Inc.
     ("Turner"), Phoenix, Bergwall, AIT, AIMS, Pasty Pudding and TakeOff. 

     In 1995, the Company also signed a distance learning agreement with General
     Instrument Corporation ("GI").  ACTV's Programming Technology for distance
     learning will be integrated with GI's DigiCipher(R) system.  The new 
     digital system will be called "DigiCipher/ACTV Distance Learning System" 
     and will allow programming networks to develop individualized programming 
     and distribute it digitally to their customers.


     The Company markets its products through its wholly owned subsidiary ACTV
     Interactive, Inc., which was formed in 1992.  Originally a joint venture
     general partnership with the Washington Post Company (the "Post Company")
     in which the Company owned a 49% interest and the Post 

     Company a 51% interest, ACTV Interactive became a wholly owned subsidiary
     of the Company in March 1994.



                                          8

<PAGE>
     ACTV Programming Technology

     The ACTV Programming Technology provides instant and seamless changes in
     the TV or video picture and/or audio based on various inputs or selections
     made by viewers.  The program appears to be a standard TV program, as if it
     were individualized for each viewer.  Viewer inputs are made through a
     remote control (usually four buttons), thereby limiting the viewer's number
     of choices when inputting each response to four answers previously
     anticipated by the program's creators.


     ACTV's process of creating individualized television programming involves
     viewer selection from a multiple number of frame-synchronized video,
     graphics, and/or audio signals delivered at one time.  The viewer sees
     and/or hears only one of the signals at a given moment; the other signals
     are transparent.  Using a remote control, the viewer interacts with the
     television by making selections or decisions called for by the specially
     prepared programming.  In response to viewer's inputs, the ACTV Programming
     Technology, which uses a microprocessor, automatically switches at pre-
     determined intervals between various segments of the multiple signals.  In
     one-way analog transmission, this switching will occur in the viewer's
     cable box, such as LGV's Videoway, while with two way transmission, it may
     occur at the source of the transmission.  The viewer cannot detect when
     such a switch takes place because it occurs instantly and with frame
     accuracy.

     The results appear seamless and uninterrupted -- for the viewer the
     programming is completely individualized.  Although an individualized
     program and its associated branches are taped in a normal linear fashion,
     the program, when shown, has thousands of possible permutations and
     combinations available for each viewer to experience.  The particular
     version seen is based on each viewer's individually selected preferences
     and inputs.  An unlimited number of independent viewers can interact with
     an ACTV Program simultaneously. 


     The ACTV microprocessor receives digital information from codes embedded
     into the video program material.  It thus maintains "memory" on the
     progress of the viewer and provides automatic branching.  At appropriate
     times during the program, the microprocessor circuitry will make branch
     switches automatically, accumulate data, recall information, create
     graphics and/or implement a pre-programmed set of instructions.

     In single channel (6MHz of bandwidth) applications, ACTV's Programming
     Technology individualizes audio and/or graphics, based on multiple signals.
     When additional channels of bandwidth are available, video can be
     individualized as well.

     To develop individualized programming the Company generally seeks to form
     joint ventures or licensing agreements with producers of standard linear
     shows or with networks that have rights to such shows.  ACTV Programming
     can be created in a number of ways:  enhancing existing programs that have
     been produced in a standard linear format, adding "piggy-back" branch
     alternatives during the shooting of ongoing shows, or creating entirely
     original productions that are solely for ACTV's purposes.

     The cost of ACTV original productions has been on average approximately 20%
     higher than a linear version of the same program of comparative length.
     However, production costs are significantly lower than regular linear
     television shows when existing material can be enhanced, or when
     productions are "piggy-backed."  Production costs vary significantly based
     upon the nature and type of programming to be produced.  An advantage of
     individualized programming 


                                          9

<PAGE>

     is its higher repeatability, as compared to standard programming, since an
     individualized program's cost can be amortized over a greater number of
     showings.

     The types of entertainment programs that the Company plans to emphasize are
     sports, news, education, game shows, children's programs and music.  The
     Company envisions that its in-home services will be supported by
     individualized advertising.  The programming focus for education is
     reading, math and vocational education.  Examples of ACTV Programming are:

     1)     Sports   The InTV Network regularly produces Prime Sports - West
            ------
     sporting events in the ACTV individualized format, thereby allowing
     viewers, in essence, to become directors of the program -- selecting close-
     ups, wide angle shots and other camera angles as may be provided. In
     multiple event programs, viewers are able to select one of four concurrent
     events and to switch from one event to another using their remote controls.
     In this instance, advertisers can target their commercials to viewers of a
     particular event.  For example, ice skating fans might see a commercial for
     skate equipment, while viewers who choose to watch skiing could see a
     commercial for ski equipment and accessories.  Viewers may select various
     overlays that provide statistics on the event, or on athletes of their
     choice.

     2)     News  After the first ten minutes of the nightly news, viewers can
            ----
     select from among a group of the day's top stories to receive more in-depth
     information on a desired topic.

     3)     Game Shows  The Programming Technology allows game show viewers to
            ----------
     participate at home.  They can press in answers to questions, decide which
     celebrity team to play on, and receive their own scores.  Each viewer's
     input prompts a response from the host or from celebrity team mates (e.g.,
     "You really think English is the most widely spoken language -- well, let's
     see if your team mates agree with you.").  


     4)     Music Video  Viewers are able to select the order in which certain
            -----------
     music videos are performed.  Alternatively, viewers can select from up to
     four different camera angles for live or prerecorded performances.

     5)     Casino Games   Viewers can participate in games of chance, such as
            ------------
     blackjack, in which they are able to play individually with an on-screen
     dealer.  With an individualized blackjack program, for example, a viewer
     can decide whether to "stand" (receive no more cards for that hand) or
     "hit" (receive additional cards).  The on-screen dealer responds to each
     decision.

     6)     Advertising  With ACTV's Programming Technology, television
            -----------
     commercials can take on two entirely new forms.  First, commercials can be
     demographically targeted to the specific audience watching.  Men, women,
     and children, for example, can all see different commercials based on their
     interests.  ACTV's Programming Technology automatically selects the most
     appropriate commercial for each viewer's particular demographic group. 
     Second, ACTV can provide individualized commercials.  In this application,
     the commercial is altered to meet the desires of the person watching.  The
     announcer may ask viewers one or two questions about the type of automobile
     they may be interested in buying; the commercial might then present this
     type of vehicle.  

     7)     Live Distance Learning  A teacher broadcasting live via satellite,
            ----------------------
     fiber or microwave can effect two-way communication with students in an
     unlimited number of remote sites.  After covering a section of material, 
     the distance learning teacher can ask multiple choice questions 



                                          10

<PAGE>

     about the material to all students on the network.  As each student
     responds to a question, he or she receives immediate personal feedback in
     the teacher's voice, which has been pre-recorded.  At the same time, the
     distance learning teacher receives a report showing how all students on the
     network as a group answered each question.  Consequently, the teacher can
     measure the results of the lesson to that point, and make any adjustments
     to the lesson plan that seem appropriate.


     8)     Reading and Math  Students in a classroom learn basic reading and
            ----------------
     math skills through specially prepared interactive television programs.  As
     the television lesson progresses, just as in the case of interactive
     distance learning programming, the on-screen teacher poses questions
     regarding the material presented.  Students respond to these questions and
     receive individual feedback based on their answers.  At the end of the
     lesson, the classroom teacher can request a report showing the progress
     made by each student.

     Research and Development

     The Company is engaged in a field characterized by extensive research
     efforts and rapid, significant technological change.  During 1993, the
     Company began its current research and development projects, relating
     primarily to the development of a new analog/digital two-way distance
     learning system.  The Company believes that it may be required to expend
     approximately $140,000 through the end of fiscal 1995 to complete the
     development of this system. There can be no assurance that research or
     development by others will not render the Programming Technology obsolete
     or that the limited research and development performed by the Company
     and/or its licensees and joint venture partners will continue or will be
     successful.
      
     Government Regulation

     The Company believes, on the basis of its review of current legislation and
     regulations that neither its present nor any proposed commercial
     implementation of the ACTV Programming Technology on distance learning
     networks, closed circuit television systems, cable, DBS or MMDS will
     require governmental license or approval.  Certain broadcast applications
     and copper pairs with ADSL may require governmental approval.  No assurance
     can be given that applicable laws will not change.  In the event such
     approval were to be required, there can be no assurance that the Company
     would be able to obtain such approval or the licenses required for the
     further implementation of the ACTV Programming Technology.  

     Marketing and Program Production

     The primary markets targeted by the Company for the ACTV Programming
     Technology are in-home entertainment and education (with an emphasis on
     distance learning).  The Company seeks to exploit these markets principally
     in the US through licensing the Programming Technology, by creating joint
     venture relationships, and by direct sales.  To date, the Company's capital
     requirements to develop the Programming Technology, produce ACTV
     Programming, develop marketing approaches and strategic alliances, and to
     cover costs of sales and general and administrative expenses, have been
     significant, resulting in an accumulated deficit as of June 30, 1995 of
     approximately $26.9 million.

     The Company will continue to implement a marketing program consisting of
     the employment of sales and marketing personnel, contracting with sales and
     marketing consultants, and the use of promotional efforts, including
     product demonstrations and participation in trade shows and 



                                          11

<PAGE>

     conferences.  The Company currently has two entertainment marketing
     executives, five educational sales people and several educational
     distributors.  

     In entertainment, the Company has licensed the Programming Technology to
     LGV, and is seeking other licensees and joint venture partners both in and
     outside the United States.  The Company is and will continue to be
     dependent upon the ability of licensees and joint venture partners to offer
     products and services that are commercially viable, and to actively promote
     and distribute the Programming Technology.

     According to LGV, Videoway subscribers use an average of 13 hours per week
     of interactive services:  5.5 hours of video games, 2.5 hours of
     information services, and 5 hours of ACTV Programming -- primarily
     consisting of sports, news, game shows, and children's shows.  In addition,
     focus group testing in Los Angeles that preceded the Prime Sports - West
     and CNN agreements indicated interest in ACTV sports, news, game shows, and
     in its educational and children's programming.  

     In May 1995, the Company introduced its InTV Network in the Los Angeles
     area.  The Company believes that the InTV Network is the first programming
     service in the U.S. to both enhance existing programming and offer new
     individualized content.  

     Joining ACTV in the InTV Network is Prime Sports - West, a unit of TCI's
     Liberty Sports, which has 4.2 million subscribers in the Southwest region
     of the U.S., CNN and Ventura County Cablevision, currently a subsidiary of
     Western Communications, whose ownership is scheduled to be transferred to
     TCI in early 1996.

     The Company, its licensees or joint venture partners must produce and/or
     provide individualized programming for the Company to continue commercial
     entertainment operations in the U.S. For the most part, the Company, its
     licensees and joint venture partners are dependent upon third parties as
     sources for the linear programming that is to be enhanced into ACTV
     Programming.  For the entertainment market, all programming to date has
     been produced either through LGV or by the Company itself.

     With respect to the education market, the Company has executed non-
     exclusive agreements with seven entities to obtain linear programming that
     it can enhance to create ACTV Programs.  Linear programs are standard
     television programs that can be viewed only as created and do not offer the
     viewer the option to make choices as to the content of the program or to
     respond to the program in an individualized way.  

     The Company has entered into agreements with Turner Educational Services,
     Inc., Phoenix Learning Group, Bergwall Productions, Inc., The Hasty Pudding
     Puppet Co., AIMS Media, Agency for Instructional Technology ("AIT") and
     Takeoff/Video Educational Excellence.  Each of these agreements gives ACTV
     worldwide, perpetual marketing rights (except for the AIT agreement, which
     limits the rights to 15 years) to the programming produced.  The companies
     are to receive quarterly royalties, based on the number of units of ACTV
     Programs sold.

     There can be no assurance that the Company will be successful in reaching
     agreements with licensees and joint venture partners, that the Company's
     strategy of marketing the Programming Technology through its licensees and
     joint venture partners will be successful, or that the methods that its
     licensees and joint venture partners choose to market the Programming
     Technology will be successful.  Further, the Company may be adversely
     affected by the financial



                                          12

<PAGE>
      
     and business considerations of its licensees and joint venture partners. 
     Future joint venture and license agreements may provide that the licensees
     and joint venture partners will receive equity interest in the Company
     and/or its subsidiaries.

     Set-Top Converters, Terminals, and Other Interactive Devices

     The Company does not intend to manufacture set-top converters, terminals,
     video servers, or other interactive devices.

     In the entertainment market, ACTV signed, on June 8, 1993, a 20-year, non-
     exclusive, royalty-free manufacturing license with LGV.  Today, the
     Videoway terminal manufactured through LGV is the only ACTV-compatible set-
     top converter available to potential distributors of ACTV Programming.  The
     Company intends to grant licensees similar to the one granted to LGV to
     other manufacturers that are selected by the future distributors of ACTV
     Programming.

     ACTV's Programming Technology can work with different modes of transmission
     (cable, DBS, broadcast, and MMDS), and is compatible with commonly
     available one-way, analog systems.  In addition, it is compatible with
     systems envisioned for the future of television (two-way, compression,
     fiber, video servers, and copper pairs with ADSL).  Therefore, there are
     many ways to design a distribution system that is compatible with ACTV's
     Programming functionality.  The Company believes that the incremental cost
     of adding ACTV Programming functionality will not be significant.

     There can be no assurance that the Company will be successful in developing
     additional manufacturing licenses.

     In the education market, the Company consummated a contract with General
     Instrument Corporation ("GI").  ACTV's Programming Technology for distance
     learning will be integrated with GI's DigiCipher(R) system.  The new 
     digital system will be called "DigiCipher/ACTV Distance Learning System," 
     and will allow programming networks to develop individualized programming
     and distribute it digitally to their customers.

     The Company executed a non-exclusive agreement in June 1992 with KDI
     Precision Products, Inc. ("KDI") to manufacture ACTV's classroom and
     distance learning systems, with compatible ACTV Programming functionality. 
     KDI sells the systems to ACTV at prices and in accordance with a delivery
     schedule agreed upon from time to time. KDI also is a distributor of
     components such as television monitors, VCRs, remote controls, printers and
     cabinets used in conjunction with the systems.  The agreement is subject to
     automatic renewal for additional one-year terms unless terminated by either
     party on six-months' written notice.


     KDI is currently the only manufacturer of the classroom and distance
     learning systems.  The Company believes that KDI can produce sufficient
     systems to meet the anticipated needs of ACTV in the education marketplace.
     In the event that KDI were unable to supply the systems, there can be no
     assurance that the Company could produce sufficient systems or obtain
     sufficient systems from another manufacturer at an acceptable price.  The
     inability of ACTV to obtain systems would have a material adverse affect on
     the business of the Company.


                                          13

<PAGE>

     Consolidation of Educational Partnership into ACTV

     On July 14, 1992, ACTV Interactive, Inc. entered into a partnership
     agreement with Post-Newsweek Education, Inc., a wholly-owned subsidiary of
     the Post Company, pursuant to which ACTV Interactive was formed as a
     Delaware general partnership, for the purpose of selling products and
     services incorporating the ACTV Programming Technology to the education
     market.  The Post Company received a 51% interest in ACTV Interactive; ACTV
     Interactive, Inc., a wholly-owned subsidiary of the Company, received a 49%
     interest in ACTV Interactive.

     In connection with the formation of the partnership, the Company entered
     into a license agreement (the "License Agreement") with ACTV Interactive. 
     Pursuant to the License Agreement, ACTV Interactive was given licenses to
     exploit certain of the Company's patents and related technology
     (collectively the "Patents") in the creation and distribution of
     educational programming.  The License Agreement provided that the Company
     receive five percent (5%) of all revenues generated by ACTV Interactive.

     On March 11, 1994, the Company purchased the Post Company's full 51%
     interest in ACTV Interactive for consideration of $4.5 million, consisting
     of $2.5 million in cash at closing and a $2 million promissory note (the
     "New Note").  The principal value of the New Note has been paid in full as
     of the date of this Prospectus, but the Company continues to accrue
     approximately $229,000 of interest payable as of October 1, 1995.  Payment
     of interest is due December 31, 1996.

     The interest payable under the New Note is secured pursuant to a security
     agreement through which the Post Company acquired a security interest in
     and lien with respect to all of the Company's existing United States
     patents and pending applications.  In the event of a default by the Company
     under the New Note and foreclosure by the Post Company of the collateral
     pledged under the security agreement, the Company will be materially and
     adversely affected.

     Reorganization of ACTV Entertainment and the LGV Agreements

     In March 1988, the Company formed ACTV Entertainment (formerly ACTV
     Domestic Corporation) as equal stockholders with a subsidiary of LGV,
     Videotron Technologies Ltd.  The Company granted to ACTV Entertainment the
     exclusive right to use the Company's Programming Technology in the United
     States DBS, cable and broadcast television markets.

     On June 8, 1993, LGV withdrew from its ownership in ACTV Entertainment, and
     the Company became the sole shareholder in ACTV Entertainment under the
     terms of an agreement with the subsidiary of LGV, thereby settling all
     outstanding legal disputes between the companies.  

     While ACTV gained full ownership and control of ACTV Entertainment in the
     settlement, it did agree to give up the royalty income it was receiving
     from its Videoway terminal license with LGV for Canada and Europe ($3.00
     per user per year).  Simultaneously with the June 8, 1993 change in
     ownership of ACTV Entertainment, the 1987 LGV exclusive foreign license for
     Canada, Europe and the Soviet Union was renegotiated.  The new license
     provides LGV with a 20-year, non-exclusive, royalty-free license to
     manufacture its Videoway terminal with compatible ACTV Programming
     functionality.  Videoway is a cable converter box capable of providing a
     variety of advanced services, including standard cable tuning and decoding
     capabilities, access to videotext, closed-captioning, data banks, video
     games, software 


                                          14

<PAGE>

     downloading and electronic mail.  LGV has informed the Company that it has
     installed Videoway converter boxes in approximately 240,000 homes in
     Canada.

     In addition, the new modified license agreement allows LGV to produce ACTV
     Programming for a certain number of potential Videoway subscribers in the
     United States, Canada and in selected European countries.  The license is
     limited to the condition that neither LGV nor its sublicensees receive any
     royalty or other fees with respect to ACTV Programming, except for
     promotion and direct production expenses paid by LGV.  Any royalties or
     profits from third party programmers will be paid exclusively to ACTV.

     Patents, Applications, and Proprietary Technology

     The Company has sought to protect the proprietary features of the
     Programming Technology it employs through patents, copyrights,
     confidentiality agreements, and trade secrets both in the United States and
     overseas.  As of the present time, the United States Patent and Trademark
     Office has issued eight patents, with five additional patents pending,
     three of which name Dr. Michael Freeman, the Company's Advanced Product
     Development Liaison, as an inventor thereof, and two of which name Dr.
     Freeman and Gregory Harper, former President - Technology Consulting Group,
     as inventors thereof.  The patents, which deal with different aspects of
     the ACTV Programming Technology, expire at various dates from 1998 to 2007.
     The patents have been pledged as collateral in connection with the
     Company's acquisition of the Post Company's interest in ACTV Interactive. 
     See "Consolidation of Educational Partnership into ACTV."

     Corresponding patents for some of the above U.S. patents have been granted
     or are pending in Canada, Japan, Australia and the European Patent Office. 
     When a patent is granted by the European Patent Office, and upon the filing
     of appropriate translations, protection will be available in the designated
     European countries.  The Company believes such patents will strengthen its
     competitive position in the aforementioned countries.

     Dr. Freeman and Mr. Harper have assigned to the Company all right, title,
     and interest in and to the above US patents and any corresponding foreign
     patents or applications based thereon.  In addition, Dr. Freeman and Mr.
     Harper have agreed to assign to the Company the rights and title in and to
     all future patents and applications, and any corresponding foreign patents
     or application relating to the ACTV Programming Technology.  The patents
     have been assigned to collateralize certain obligations of the Company.  

     There can be no assurance that the patents held by the Company are
     enforceable, particularly in view of the high cost of patent litigation,
     nor can there be any assurance that the Company will derive any competitive
     advantages therefrom.  To the extent that patents are not issued for any
     other products developed by the Company, the Company would be subject to
     more competition.  The issuance of patents may be insufficient to prevent
     competitors from essentially duplicating the Company's products by
     designing around the patented aspects.  In addition, there can be no
     assurance that the Company's products will not infringe on patents owned by
     others, licenses to which may not be available to the Company, nor that
     competitors will not develop functionally similar products outside the
     protection of any patents the Company has or may obtain.

     The Company requires each of its employees, consultants and advisors to
     execute a confidentiality and assignment of proprietary rights agreement
     upon the commencement of 



                                          15

<PAGE>
     employment or a consulting relationship with the Company.  These
     arrangements generally provide that all inventions, ideas, and improvements
     made or conceived by the individual arising out of the employment or
     consulting relationship shall be the exclusive property of the Company. 
     This information shall be kept confidential and not disclosed to third
     parties, except by consent of the Company or in other specified
     circumstances.  There can be no assurance, however, that these agreements
     will provide effective protection for the Company's proprietary information
     in the event of unauthorized use or disclosure of such information.


     Competition

     The development of interactive television applications is highly
     competitive.  The Company competes within the television industry with many
     other applications which may be considered interactive.  Moreover, the
     Company also competes with other forms of entertainment and educational
     programming, many of which are much more established, including standard
     television programming and the rapidly growing CD-ROM market.  Among the
     Company's competitors in both the area of interactive television and in
     other media are companies that have greater financial, technical and
     marketing resources than the Company.


     At the present time, there are a number of different interactive television
     applications that have been developed or are under development by others
     which might be considered to be competitive with the Company's Programming
     Technology.  These other interactive applications in general are delivered
     via cable television, or through play-along devices that are attached to
     the television.  To the best of the Company's knowledge, none of the point
     to multi-point systems based on these technologies allow the viewer to
     affect what is seen on the television in the same manner or to the extent
     of the ACTV Programming Technology.

     The new interactive television applications principally fit in six primary
     categories:  (1) information and channel guide services, (2) transactional
     services, (3) quantity/video-on-demand, (4) separate device play-along, (5)
     video games and (6) individualized TV.

     ACTV fits in the individualized TV category. Only individualized television
     allows every television viewer to interact personally with and change the
     TV program itself. Within the limits of the programmed choices, each sports
     fan can watch the action the way he or she chooses, and each child receives
     individual instructions based on his or her own response to the on-screen
     teacher.  Individualized television technology is the only technology that
     uses traditional filmed entertainment where the program itself is
     interactive.  

     ACTV's process of creating individualized television programming involves
     viewer selection from a multiple number of frame-synchronized video,
     graphics, and/or audio signals delivered at one time.  The viewer sees
     and/or hears only one of the signals at a given moment; the other signals
     are transparent.  Using a remote control, the viewer interacts with the
     television by making selections or decisions called for by the specially-
     prepared programming.  Based on a viewer's inputs, the ACTV Programming
     Technology, which uses a microprocessor, automatically switches at pre-
     determined intervals between various segments of the multiple signals.  The
     viewer cannot detect when such a switch takes place because it occurs
     instantly and with frame accuracy.

     The results appear seamless and uninterrupted -- for the viewer the
     programming is completely individualized.  Although an individualized
     program and its associated branches are taped in a normal linear fashion,
     the program, when shown, has thousands of possible segment 



                                          16

<PAGE>

     combinations available for each viewer to experience.  The particular
     version one sees is based on individually selected preferences and inputs. 
     An unlimited number of independent viewers can interact with an ACTV
     Program simultaneously.  See "ACTV Programming Technology."

     A summary of each of the other interactive application follows:

     1)     Information and Channel Guide Services  This form of interactivity
            --------------------------------------
     enables the television to serve as a tool for information accessibility and
     retrieval.  The most immediate application is for channel guide services,
     which allow viewers to easily determine the locations of programs in an
     expanded channel universe.  Information services include access to large
     external text and graphic information databases, such as those provided by
     America On-Line and Prodigy.

     2)     Transactional Services  This application allows the television
            ----------------------
     viewer to purchase merchandise displayed on-screen by pressing a button on
     his or her remote control.  Transactional services could be in the form of
     a home shopping program or an addendum to a commercial.  Through their
     television sets, viewers may receive video, still pictures, text or audio
     about the selected products.

     3)     Quantity/Video on Demand  Cable systems that incorporate digital
            ------------------------
     television delivery may be able to offer as many as 500 or more channels. 
     Programs transmitted digitally can be randomly accessed through menu
     selection items.  Extensive pay-per-view movies could be made available,
     popular shows might be aired at many different starting times, and the
     viewer could purchase, on an a la carte basis, television shows following
     their initial air date on broadcast or cable TV.

     4)     Separate Device Play-Along  This application allows viewers to play
            --------------------------
     along with television programs such as game shows or sporting events.  The
     viewer has a separate controller that receives information about the show
     in progress, and either displays it on the controller itself, as in the
     example of Interactive Network, or overlays television pictures with text
     and/or graphics, like EON or Zing.  Players can compete with the on-screen
     contestants for prizes.  Although the TV programming itself is unchanged,
     game players at home see their results displayed on the play-along device's
     screen.

     5)     Video Games  Interactive television services will allow a user to
            -----------
     call up video games, like those now marketed by Nintendo and Sega, through
     the cable TV box.  Historically, video games have been delivered on
     cartridges inserted into special-purpose terminals attached to a television
     set.  

     Since the Company's business strategy depends in large part on its ability
     to attract joint venture partners and/or licensees, the Programming
     Technology must be more appealing to potential joint venture partners or
     licensees than other technologies which currently exist or are now under
     development or may be developed in the future.



                                          17

<PAGE>

                                     RISK FACTORS


     The purchase of the securities being offered hereby involves a number of
     significant risks that include, but may not be limited to, those described
     below.  Each prospective investor should carefully consider the following
     risk factors inherent in and affecting the business of the Company and this
     Offering before making an investment decision.


     1.     Operating Losses to Date.  The Company has operated at a loss
     through the date of this Prospectus.  The Company's net losses for the six
     months ended June 30, 1995 and 1994 (the "June 1995 period" and the "June
     1994 period," respectively) were $3,348,699 and $2,336,105, respectively. 
     The June 1995 Period includes an extraordinary gain of $94,117 while the
     June 1994 period includes an extraordinary gain of $231,845.  The Company
     had net losses of $4,465,240 in the fiscal year ended December 31, 1994
     ("Fiscal 1994"), $4,156,955 in the fiscal year ended December 31, 1993
     ("Fiscal 1993"), and $2,778,085 in the fiscal year ended December 31, 1992
     ("Fiscal 1992").  Through June 30, 1995, the Company had an accumulated
     deficit of approximately $26,900.000.  To date, the Company has had limited
     revenues, including revenues of $541,552 in the June 1995 period, $938,416
     in Fiscal 1994, $164,602 in Fiscal 1993, and $532,596 in Fiscal 1992. 

     The increase in revenues in Fiscal 1994 was partially the result of the
     Company's including for the period March 11 to December 31 of Fiscal 1994
     all education sales, which were reported for Fiscal 1993 by ACTV
     Interactive, a partnership in which ACTV held a 49% interest from July 14,
     1992 to March 11, 1994.  ACTV Interactive's gross sales were $839,165 in
     Fiscal 1993, compared with $348,473 for the period from July 14, 1992, the
     partnership formation date, to December 31, 1992.  ACTV Interactive's
     results were accounted for under the equity method of accounting.

     There can be no assurance that the Company will generate significant
     revenues or achieve profitability in the future. 

     2.     Unproven Business Strategy.   Other than the activities of ACTV
     Interactive, the Company's prior activities in the education market and the
     arrangement with LGV in the entertainment market, the Company has not had
     significant sales of the Programming Technology.  While ACTV has recently
     consummated its first sale of the new distance learning technology, there
     can be no assurance that the results of this project will support the
     continuation of the project or lead to other sales.  Also, while the
     Company has recently entered into agreements with a large regional cable
     sports network, a national news service, and a cable operator to create a
     Los Angeles-based programming service, which was launched in mid-1995,
     there can be no assurance that these agreements will result in the
     development of a commercially successful programming service.  In addition,
     the Company is dependent on co-ventures or licenses with third parties to
     produce ACTV Programs and the Company will be required to demonstrate a
     market for such programs.  There can be no assurance that co-venturers or
     licensees, or ACTV's direct sales force will succeed in marketing the ACTV
     Programs.  See "THE COMPANY - Entertainment." 

     Furthermore, the likelihood of the success of the Company must be
     considered in light of the problems, costs, difficulties and delays
     encountered in connection with the operation of a business, the operations
     of which consist of the development and commercialization of new and


                                          18

<PAGE>

     unproven technologies, and the competitive environment in which the Company
     operates.  Accordingly, there can be no assurance that the Company will
     successfully market the Programming Technology or operate on a profitable
     basis.  See "THE COMPANY."

     3.     Possible Need for Additional Financing.  To date, the Company's
     capital requirements to develop the Programming Technology, produce ACTV
     Programming, develop marketing approaches and strategic alliances, and to
     cover costs of selling and general and administrative expenses, have been
     significant, resulting in an accumulated deficit as of June 30, 1995 of
     approximately $26,900,000.  The Company could receive proceeds of up to
     $200,000 if the Options underlying shares that are being registered hereby
     are exercised, however there can be no assurance that the Options will be
     exercised.  The Company believes it has sufficient resources to fund its
     operations at least through the next twelve month period.  However, if the
     Company's assumptions and beliefs prove to be incorrect, the Company may
     require additional financing during this period.  In the event that the
     Company does require additional financing, the Company has no agreements,
     arrangements or understanding to obtain such additional financing. 

     4.     Patents and Proprietary Information.  The Company has obtained
     patents covering certain aspects of the Programming Technology and has
     patents pending with respect to other developments or enhancements thereof.
     However, there can be no assurance (i) that patents applied for will be
     granted, (ii) that the patents the Company owns or has rights to or that
     may be granted or obtained by the Company in the future will be enforceable
     or will provide the Company with meaningful protection from competition,
     (iii) that any products developed by the Company will not infringe any
     patent or rights of others, or (iv) that the Company will possess the
     financial resources necessary to enforce any patent rights which it holds. 
     See "THE COMPANY -- Patents, Applications and Proprietary Information."

     The Company requires each of its employees, consultants and advisors to
     execute a confidentiality and assignment of proprietary rights agreement
     upon the commencement of employment or a consulting relationship with the
     Company.  These arrangements generally provide that all inventions, ideas
     and improvements made or conceived by the individual arising out of the
     employment or consulting relationship shall be the exclusive property of
     the Company.  This information shall be kept confidential and not disclosed
     to third parties except by consent of the Company or in other specified
     circumstances.  There can be no assurance, however, that these arrangements
     will provide effective protection of the Company's proprietary information
     in the event of unauthorized use or disclosure of such information.

     5.     Technological Obsolescence; Research and Development.  The Company
     is engaged in a field characterized by extensive research efforts and
     rapid, significant technological change.  There can be no assurance that
     research or development by others will not render the Programming
     Technology obsolete or that the limited research and development performed
     by the Company will continue or will be successful.  In 1994, research and
     development costs totaled $476,155 and were primarily related to
     development of a new analog/digital two-way distance learning system.  The
     Company believes that it may be required to expend approximately $140,000
     during the remainder of 1995 to facilitate the completion of current
     research and development projects, relating primarily to development of the
     distance learning system.  There can be no assurance that the new distance
     learning system can be deployed on a timely basis, or that once deployed,
     it will function satisfactorily.  If the Company determines that additional
     research and development is required, there can be no assurance that the 



                                          19

<PAGE>

     Company will have sufficient funds or access to additional funds to engage
     in substantial additional research and development.  See "THE COMPANY --
     Research and Development."

     6.     Possible Shortage of Available Channels for In-Home Cable
     Applications.  In order for the ACTV Programming Technology to be used over
     cable TV for the in-home market, it must compete for channel space on cable
     systems, many of which have limited available channel capacity.  Although a
     simpler form of interactivity can be achieved by the Company's using one
     channel of band-width, the more sophisticated applications of ACTV
     Programming currently require four channels of band-width.  There is no
     assurance that cable operators will devote a sufficient number of channels
     of band-width to the Programming Technology in the future.  Nor is there
     any assurance that the Company will be able to expand, unless cable systems
     continue to upgrade and increase their channel capacity by using a form of
     "compression technology," whereby the digitalization of the information
     required to produce a television picture reduces the channel capacity
     required for programming that incorporates the Programming Technology. 
     Presently proposed compression technology under development would enable
     the Company to use the more complex applications of the Programming
     Technology on one or two channels of band-width.  The costs associated with
     such compression technology may result in substantial additional costs to
     cable operators.  The Company believes, although there can be no assurance,
     that the cable industry is, in general, moving in the direction of
     increasing channel capacity; however, the Company's management cannot
     currently quantify such additional costs, which may adversely affect the
     Company's future operations.  The Company is continuing its investigation
     of various compression techniques.  See "THE COMPANY." 

     7.     Dependence Upon Licensees and Joint Venturers.  The Company has
     adopted as a business strategy the exploitation of the Programming
     Technology through licensing, the arrangement of joint ventures and by
     means of a direct sales force.  While the Company has established a direct
     sales force of five employees and several distributors, and intends to
     increase its direct sales forces, the Company will continue to be, in
     substantial part, dependent upon the ability of its licensees and
     prospective joint venture partners to offer products and services that are
     commercially viable.  In addition, the Company, its licensees or joint
     venture partners will need to provide individualized programming to
     continue commercial cable operations, and they are dependent upon third
     parties for such programming.  The Company will be dependent upon its
     ability, and that of its licensees and joint venture partners, to actively
     promote and distribute the Programming Technology and the products.  There
     is no assurance that the Company's marketing strategy will be successful. 
     Further, the Company may be adversely affected by the financial and
     business considerations of its licensees and joint venture partners.


     The Company is engaged in an ongoing program designed to evaluate the
     Programming Technology as applied to the cable television market.  The
     results of such programs cannot yet be determined.  No assurance can be
     given that the results of the evaluation will be positive or that one or
     more of the markets which the Company is evaluating may prove to be viable
     for the Programming Technology.

     There is a possibility that in the structuring of future joint ventures and
     license agreements that the licensees and joint venture partners may be
     granted interests in the Company, and or any of its subsidiaries, in the
     form of equity securities or options to acquire equity securities.  See
     "THE COMPANY -- Marketing and Program Production."



                                          20

<PAGE>

     8.     Dependence upon Suppliers of Programming.  The Company is dependent
     upon the producers of linear programming that can be enhanced using the
     Programming Technology to create individualized ACTV Programs.  To date,
     the Company has entered into agreements with eight such producers, but
     there can be no assurance that such agreements will provide the Company
     with sufficient programming appropriate for enhancement, that the Company
     will be able to develop additional sources of programming, or that the
     enhanced programs can be successfully marketed in an individualized format.
     See "THE COMPANY - Marketing and Program Production."

     9.     Government Regulation.  The Company believes that neither its
     present nor any proposed commercial implementation of the ACTV Programming
     Technology on cable, DBS or MMDS will require governmental license or
     approval.  Certain broadcast application and copper pairs with ADSL may
     require governmental approval.  No assurance can be given that applicable
     laws will not change.  In the event such approval were to be required,
     there can be no assurance that the Company would be able to obtain such
     approval or the licenses required for the further implementation of the
     ACTV Programming Technology.  See "THE COMPANY - Government Regulation."

     10.    Dependence Upon Key Personnel.  The Company has been largely
     dependent upon the efforts of William C. Samuels in his roles as Chairman
     of the Board, President, Chief Executive Officer and Director of the
     Company, and David Reese as President of ACTV Entertainment and a Director
     of the Company.  The Company has entered into five-year employment
     agreements with Mr. Samuels and Mr. Reese.  The Company currently does not
     maintain "key employee" insurance on the lives of Messrs. Samuels or Reese,
     and there can be no assurance that such insurance would be available at an
     acceptable cost to the Company, should it seek to acquire such insurance in
     the future.  

     In order to compete in a marketplace with rapidly changing and expanding
     technology, the Company requires employees not only with extensive
     management experience, but also with certain technical abilities to direct
     the Company's continuing research and development efforts.  While the
     Company believes that it currently employs such personnel, and that other
     persons could be retained in such capacities, there can be no assurance
     that if the Company were required to replace such personnel, it could
     readily do so, or that, even if such qualified replacements were retained,
     the development of the Company's business would not be delayed.  See "THE
     COMPANY -- Research and Development."

     11.    Competition.  The Programming Technology competes with many other
     forms of entertainment, education and information dissemination, many of
     which are significantly more established, including the standard television
     industry, the movie industry, cable television, programming services and
     other forms of entertainment.  There can be no assurance that products and
     services incorporating the Programming Technology will ever be established
     in the marketplace in a significant enough manner to make the Company
     profitable.

     In addition, the Programming Technology may compete with other technologies
     described as interactive television, some of which may be developed or
     promoted by companies with resources significantly greater than the
     Company's.  See "THE COMPANY -- Competition."


                                          21

<PAGE>
     12.    Dependence on Equipment Suppliers.  The Company does not intend
     itself to manufacture set-top converters, terminals, video servers, or
     other interactive devices.  Currently, in the entertainment market, the
     Videoway terminal manufactured through LGV is the only ACTV-compatible set-
     top converter available to potential distributors of ACTV Programming.  The
     Company intends to grant licenses similar to the one granted to LGV to
     other manufacturers that are selected by the future distributors of ACTV
     Programming.  All of the ACTV classroom and distance learning systems which
     incorporate the Programming Technology and are sold by ACTV in the
     education market are manufactured by KDI Precision Products, Inc. ("KDI"). 
     While the Company believes that KDI can produce sufficient systems to meet
     the anticipated needs of ACTV in the education marketplace, in the event
     that KDI were unable to supply the systems, there can be no assurance that
     the Company could produce sufficient systems or obtain sufficient systems
     from another manufacturer at an acceptable price.  The inability of ACTV to
     obtain systems would have a material adverse effect on the business of the
     Company.  There is no assurance that the Company will be successful in
     developing additional manufacturing licenses for the entertainment and
     education markets; the failure of the Company to do so would have a
     material adverse effect on the business of the Company.  See "THE COMPANY -
     Set Top Converters, Terminals and Other Interactive Devices."


     13.    Potential Effect of Default Under Promissory Note.  On March 11,
     1994, in partial payment for the Company's purchase of the Post Company's
     51% interest in ACTV Interactive for consideration of $4.5 million, the
     Company issued to the Post Company a $2 million promissory note (the "New
     Note").  The principal value of the New Note has been paid in full as of
     the date of this Prospectus, but the Company continues to accrue
     approximately $229,000 of interest payable as of October 1, 1995.  Payment
     of interest is due December 31, 1996.

     The interest payable under the New Note is secured pursuant to a security
     agreement through which the Post Company acquired a security interest in
     and lien with respect to all of the Company's existing United States
     patents and pending applications.  In the event of a default by the Company
     under the New Note and foreclosure by the Post Company of the collateral
     pledged under the security agreement, the Company will be materially and
     adversely affected.

     14.    No Assurance of Public Market for Securities.  Although the
     Company's Common Stock is quoted on NASDAQ and listed on the Boston Stock
     Exchange, there can be no assurance that the Company will be able to
     maintain such quotation or listing, or that, if maintained, a significant
     public market will be sustained.  For continued listing on NASDAQ, the
     Company is required to maintain a minimum stockholders' equity of
     $1,000,000 and assets of $2,000,000.  The Boston Stock Exchange's
     maintenance criteria require the Company to have total assets of at least
     $1,000,000 and total stockholders' equity of at least $500,000.  At June
     30, 1995, the Company had stockholders' equity of $4,131,249 and assets of
     $7,938,488.  The Company has continued to operate at a loss through the
     date of this Prospectus.

     In the event the Common Stock were delisted from NASDAQ, trading, if any,
     would be conducted on the Boston Stock Exchange and in the over-the-counter
     market on the NASD's electronic bulletin board, in what are commonly
     referred to as the "pink sheets."  As a result, an investor may find it
     more difficult to dispose of, or to obtain accurate quotations as to the
     price of, the Company's securities.  In addition, the Common Stock would be
     subject to Rules 15g1-15g6 promulgated under the Securities Exchange Act of
     1934 (the "Exchange Act") that 



                                          22

<PAGE>

     impose additional sales practice requirements on broker-dealers who sell
     such securities to persons other than established customers and accredited
     investors (generally, a person with assets in excess of $1,000,000 or
     annual income exceeding $200,000 or $300,000 together with his or her
     spouse).  For transactions covered by these rules, the broker-dealer must
     make a special suitability determination for the purchaser and have
     received the purchaser's written consent to the transaction prior to sale. 
     Consequently, these rules may affect the ability of broker-dealers to sell
     the Company's securities and may affect the ability of purchasers in the
     Offering to sell their securities in the secondary market.  

     The Commission has also recently adopted regulations that define a "penny
     stock" to be any equity security that has a market price (as defined) of
     less than $5.00 per share or an exercise price of less than $5.00 per
     share, subject to certain exceptions.  For any transaction involving a
     penny stock, unless exempt, the regulations require the delivery, prior to
     the transaction, of a disclosure schedule prepared by the Commission
     relating to the penny stock market.  The broker-dealer must also disclose
     the commissions payable to both the broker-dealer and the registered
     representative, current quotations for the securities and, if the broker-
     dealer is the sole market-maker, the broker-dealer must disclose this fact
     and the broker-dealer's presumed control over the market.  Finally, monthly
     statements must be sent disclosing recent price information for the penny
     stock held in the account and information on the limited market in penny
     stocks.

     While many NASDAQ-listed securities are covered by the definition of penny
     stock, transactions in a NASDAQ-listed security are exempt from all but the
     sole market-maker provision for (i) issuers who have $2,000,000 in tangible
     assets ($5,000,000 if the issuer has not been in continuous operation for
     three years), (ii) transactions in which the customer is an institutional
     accredited investor, or (iii) transactions that are not recommended by the
     broker-dealer.  In addition, transactions in a NASDAQ security directly
     with a NASDAQ market-maker for such security are subject only to the sole
     market-maker disclosure, and the disclosure with respect to commissions to
     be paid to the broker-dealer and the registered representative.

     Finally, all NASDAQ securities would be exempt from the recently-adopted
     regulations regarding penny stocks if NASDAQ raised its requirements for
     continued listing so that any issuer with less than $2,000,000 in net
     tangible assets or stockholders' equity would be subject to delisting. 
     These criteria are more stringent than the current NASDAQ maintenance
     requirements.

     15.    No Dividends.  The Company has not paid any cash dividends on its
     Common Stock since inception and does not intend to pay cash dividends on
     its Common Stock for the foreseeable future.   Although there are no
     restrictions on the Company's ability to pay dividends, the Company intends
     to follow a policy of retaining earnings, if any, to finance the
     development and expansion of its business. In addition, the Company is
     obligated to apply 10% of cash flow in excess of $1,000,000 generated in
     any given year to repay certain obligations. 

     16.    Preferred Stock Authorized.  The Company's Board of Directors has
     the authority, without further action of the stockholders, to issue shares
     of preferred stock which have conversion, dividend, liquidation and voting
     rights that could adversely affect holders of Common Stock or could be used
     to restrict the Company's ability to merge with or sell its assets to a
     third party, thereby preserving control of the Company by its present
     owners.  Although 


                                          23

<PAGE>

     the Company has no present intention to issue any shares of preferred
     stock, there can be no assurance that the Company will not do so in the
     future.  

     17.    Rule 144 Sales.  Of the shares of the Company's Common Stock
     presently outstanding, approximately 3,357,491 are "restricted securities"
     as that term is defined by Rule 144 promulgated under the Securities Act
     and in the future may be sold only in compliance with Rule 144 or pursuant
     to registration under the Securities Act or pursuant to another exemption
     therefrom.  For so long as the Registration Statement of which the
     Concurrent Prospectus is a part is current and effective, the shares owned
     by the selling security holders thereunder and offered thereby
     (approximately 35,000) and the shares covered by the Concurrent Prospectus
     that are issuable upon the exercise of options, warrants and SARs
     (approximately 85,000) may be sold without regard to the volume
     limitations, described below, set forth in Rule 144.  Generally, under Rule
     144, each person having held restricted securities for a period of two
     years may, every three months, sell in ordinary brokerage transactions an
     amount of shares which does not exceed the greater of one percent (1%) of
     the Company's then outstanding shares of Common Stock, or the average
     weekly volume of trading of such shares of Common Stock as reported during
     the preceding four calendar weeks.  A person who has not been an affiliate
     of the Company for at least the three months immediately proceeding the
     sale and who has beneficially owned shares of the Common Stock for at least
     three years is entitled to sell such shares under Rule 144 without regard
     to any of the limitations described above.  Of the restricted shares, a
     substantial number have been held by non-affiliates of the Company for more
     than three years or have been held by affiliates of the Company for more
     than two years.  Actual sales, or the prospect of sales by the present
     stockholders of the Company or by future holders of restricted securities
     under Rule 144, or otherwise, may, in the future, have a depressive effect
     upon the price of the Company's shares of Common Stock in any market that
     may develop therefor, and also could render difficult sales of the
     Company's securities purchased by investors herein. 

     18.    Control by Officers, Directors and Principal Stockholders.  The
     Company's officers and directors own, of record, 287,244 outstanding shares
     of Common Stock, of which 36,818 are being offered pursuant to the
     Concurrent Prospectus (not including 463,948 shares, which are being
     offered pursuant to the Concurrent Prospectus, issuable upon the exercise
     of options).  In addition, William C. Samuels, Chairman, President, Chief
     Executive Officer and a director of the Company, pursuant to a voting
     agreement, has voting control of the 2,341,334 shares of Common Stock owned
     of record by the Post Company.  In addition, pursuant to a separate voting
     agreement, Mr. Samuels has voting control of the shares owned by Dr.
     Freeman.  Consequently, Mr. Samuels has voting control over 3,170,874
     shares of Common Stock, or approximately 27.20% of the outstanding shares
     of Common Stock, assuming issuance of 352,948 shares of Common Stock upon
     exercise of options.  Accordingly, Mr. Samuels could have substantial
     influence over the affairs of the Company, including the election of
     directors.  

     19.    Possible Acquisition of Control by The Washington Post Company. 
     Beginning March 17, 1995, and for two years thereafter (subject to
     adjustment in certain circumstances), the Post Company shall have the right
     to purchase from the Company, at a price to be determined, the amount of
     shares of Common Stock necessary to bring its percentage ownership of the
     total then outstanding shares of Common Stock to 51%.  If such option is
     exercised, the right, pursuant to agreement, of William C. Samuels,
     Chairman, President and Chief Executive 



                                          24

<PAGE>

     Officer of the Company, to vote the shares owned of record by the Post
     Company will terminate, and the Post Company will be able to control the
     affairs of the Company.  

     20.    Outstanding Options and Warrants.  As of the date of this
     Prospectus, the Company had granted options and warrants to purchase an
     aggregate of 1,458,828 shares of Common Stock that had not been exercised. 
     Of the shares of Common Stock subject to these unexercised options and
     warrants, 12,000 may be purchased for between $1.00 and $2.00 per share;
     673,995 may be purchased for between $2.00 and $3.00 per share (46,000 of
     which are being offered pursuant to the Concurrent Prospectus); 365,500 may
     be purchased for between $3.00 and $4.00 per share (13,333 of which are
     being offered pursuant to the Concurrent Prospectus); 25,000 may be
     purchased for between $4.00 and $5.00 per share; and 382,333 may be
     purchased for between $5.00 to $6.00 per share (7,500 of which are being
     offered pursuant to the Concurrent Prospectus).  To the extent that the
     outstanding stock options and warrants are exercised, dilution to the
     interests of the Company's stockholders will occur.  Moreover, the terms
     upon which the Company will be able to obtain additional equity capital may
     be affected adversely, since the holders of the outstanding options and
     warrants can be expected to exercise them at a time when the Company would,
     in all likelihood, be able to obtain any needed capital on terms more
     favorable to the Company than those provided in the outstanding options and
     warrants.  

     21.    Possible Volatility of Securities Prices.  The market price of the
     Company's securities may be highly volatile, as has been the case with the
     securities of other companies engaged in high technology research and
     development.  Factors such as announcements by the Company or its
     competitors concerning technological innovations, new commercial products
     or procedures, proposed government regulations and developments or disputes
     relating to patents or proprietary rights may have a significant impact on
     the market price of the Company's securities. 




                                          25

<PAGE>
                                   USE OF PROCEEDS

            The Company will not receive any proceeds from the Selling
     Stockholder's sale of shares of Common Stock, but will receive the proceeds
     of the exercise of the Options.  Such proceeds will be used by the Company
     for working capital purposes.




                                          26

<PAGE>
                                 SELLING STOCKHOLDER

     The Selling Stockholder acquired the Shares upon exercise of Options
     granted pursuant to the Option Agreement between the Selling Stockholder
     and the Company.

     The Selling Stockholder has served as President and a Director of the
     Company since August 1, 1989, and became the Chief Executive Officer in
     1993.  He also served as Chairman of ACTV Interactive, a partnership with
     the Post Company, from July 1992 through March 1994, when the Company
     acquired the Post Company's interest in ACTV Interactive.  The Selling
     Stockholder currently serves as Chairman of the Board, President, Chief
     Executive Officer and a Director of the Company.

     The following table sets forth the (a) the name of the Selling Stockholder,
     (b) the number of shares of Common Stock beneficially owned by the Selling
     Stockholder as of September     , 1995 (c) the number of shares of Common
                                 ----
     Stock available to be acquired by the Selling Stockholder pursuant to the
     Option Agreement that is the subject of the Registration Statement of which
     this Prospectus is a part, some of which shares are being registered
     hereby, and some of which shares may be sold pursuant to this Prospectus,
     and (d) the number of shares of Common Stock and the percentage, of the
     total class of Common Stock outstanding to be beneficially owned by the
     Selling Stockholder following this offering, assuming the sale pursuant to
     this offering or otherwise of all shares of Common Stock acquired or
     acquirable by such Selling Stockholder pursuant to the Option Agreement
     that is the subject of the Registration Statement of which this Prospectus
     is a part, which shares are being registered.  There is no assurance,
     however, that the Selling Stockholder will sell any or all of the shares of
     Common Stock offered hereunder or owned by the Selling Stockholder.

<TABLE><CAPTION>
                                                             Number of Shares of Common
                                                             Stock Beneficially Owned      
                                                             After this Offering               
                                                             ----------------------------------

<S>                       <C>                     <C>              <C>         <C>
Selling Stockholder        Beneficially Owned      Offered Hereby    Number     Percent
- -------------------        ------------------      --------------    ------     -------

William C. Samuels         3,170,874(1)            100,000           3,070,874   26.53%
</TABLE>

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

     (1)   Includes (a) 240,950 shares of Common Stock owned by Mr. Samuels, (b)
     352,948 shares of Common Stock issuable to Mr. Samuels upon the exercise of
     stock options, and (c) 2,341,334 shares of Common Stock owned by The
     Washington Post Company (the "Post Company") and 235,642 shares owned by
     Dr. Freeman, respectively, which are subject to a voting agreement with Mr.
     Samuels.  Does not include shares that may be issued by the Company upon
     the exercise of SARs.


                                          27

<PAGE>
                      INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Reference is made to paragraph "Twelfth" of the Restated Certificate of
     Incorporation of the Company (Exhibit 4.1.1), which contains a provision,
     as permitted by Section 145 of the Delaware General Corporation Law, that
     eliminates the personal liability of directors to the Company and its
     stockholders for monetary damages for unintentional breach of a director's
     fiduciary duty to the Company.  This provision does not permit any
     limitation on, or elimination of the liability of a director for disloyalty
     to the Company or its stockholders, for failing to acting good faith, for
     engaging in intentional misconduct or a knowing violation of law, for
     obtaining an improper personal benefit or for paying a dividend or
     approving a stock repurchase that was illegal under the Delaware General
     Corporation Law.

     The Restated Certificate of Incorporation and By-Laws of the Company
     require the Company to indemnify directors and officers against expenses
     (including attorneys' fees), judgments, fines and amounts paid in
     settlement in connection with specified actions, suits or proceedings,
     whether civil, criminal, administrative  or investigative (other than an
     action by or in the right of the corporation (a "derivative action") if
     they acted in good faith and in a manner they reasonably believed to be in
     or not opposed to the best interests of the Company, and, with respect to
     any criminal action or proceeding, had no reasonable cause to believe their
     conduct was unlawful.  A similar standard of care is applicable in the case
     of derivative actions, except that indemnification only extends to expenses
     (including attorneys' fees) incurred in connection with defense or
     settlement of such an action.  Moreover, the Delaware General Corporation
     Law requires court approval before there can be any indemnification where
     the person seeking indemnification has been found liable to the Company.

     Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the Company pursuant to the foregoing provisions, or otherwise, the Company
     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
     Company of expenses incurred or paid by a director, officer or controlling
     person of the Company in the successful defense of any action, suit or
     proceeding) in connection with the securities being registered, the Company
     will, unless in the opinion of 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.


                                          28

<PAGE>
                                 PLAN OF DISTRIBUTION

     The Shares offered hereby are being sold by the Selling Stockholder as a
     principal for his own account.  The distribution of the Shares by the
     Selling Stockholder may be effected from time to time in ordinary brokerage
     transactions in the over-the-counter market at market prices prevailing at
     the time of sale or in one or more negotiated transactions at prices
     acceptable to the Selling Stockholder.  The brokers or dealers through or
     to whom the Shares may be sold may be deemed underwriters of the Shares
     within the meaning of the Securities Act, in which event all brokerage
     commissions or discounts and other compensation received by such brokers or
     dealers may be deemed to be underwriting compensation.  The Company will
     bear all expenses of the offering, except that the Selling Stockholder will
     pay any applicable brokerage fees or commissions and transfer taxes.  In
     order to comply with the securities laws of certain states, if applicable,
     the Shares will be sold only through registered or licensed brokers or
     dealers.  In addition, in certain states, the Shares may not be sold unless
     they have been registered or qualified for sale in such state or an
     exemption from such registration or qualification requirement is available
     and is complied with.




                                          29

<PAGE>
                                    LEGAL MATTERS

     Certain legal matters, including the legality of the issuance of the shares
     of Common Stock offered by the Company, are being passed upon for the
     Company by Gersten, Savage, Kaplowitz & Curtin, LLP, 575 Lexington Avenue,
     New York, New York 10022.  Jay M. Kaplowitz, a member of Gersten, Savage,
     Kaplowitz & Curtin, LLP has been a director of the Company since  1989. 
     Mr. Kaplowitz owns 2,000 shares of the Company's Common Stock and other
     options to purchase 25,000 shares, and Sheila Kaplowitz, his wife, owns
     22,500 shares of Common Stock.  Edward Curtin, a member of the firm of
     Gersten, Savage, Kaplowitz & Curtin, LLP, owns 2,000 shares of Common Stock
     of the Company and Jill Curtin, his wife, also owns 2,000 shares of Common
     Stock of the Company.  


                                          30

<PAGE>
                                       EXPERTS

     The consolidated financial statements of ACTV and its subsidiaries
     incorporated in this Prospectus by reference to the Company's Annual Report
     on Form 10-K for the year ended December 31, 1994 have been audited by
     Deloitte & Touche LLP, independent auditors, as stated in their report,
     which is incorporated herein by reference, and have been so incorporated in
     reliance upon the report of such firm given upon their authority as experts
     in accounting and auditing.



                                          31

<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                  --------------------------------------------------

     Item 3.         Incorporation of Documents by Reference
     ------

     The following documents filed by the Company with the Commission are
     incorporated herein by reference:


            (1) The Company's Registration Statement on Form S-1 (File No. 33-
                34618) which became effective on May 4, 1990.

            (2) Annual Report on Form 10-K for the year ended December 31,
                1994.

            (3) Annual Report on Form 10-K/A-1 for the year ended December 31,
                1994.

            (4) Quarterly Report on Form 10-Q for the quarterly period ended
                March 31, 1995.


            (5) Quarterly Report on Form 10-Q for the quarterly period ended
                June 30, 1995.

     In addition to the foregoing, all documents subsequently filed by the
     Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
     prior to the filing of a post-effective amendment indicating that all of
     the securities offered hereunder have been sold or deregistering all
     securities then remaining unsold shall be deemed to be incorporated by
     reference in this Prospectus and to be part hereof from the date of filing
     of such documents.

     Any statement contained in a document incorporated or deemed to be
     incorporated by reference in this Prospectus shall be deemed to be modified
     or superseded for purposes of this Prospectus to the extent that a
     statement contained herein or in any subsequently filed document which also
     is or is deemed to be incorporated by reference herein modifies or
     supersedes such statement.  Any statement so modified or superseded shall
     not be deemed, except as so modified or superseded, to constitute a part of
     this Prospectus.  All information appearing in this Prospectus is qualified
     in its entirety by the information and financial statements (including
     notes thereto) appearing in the documents incorporated herein by reference,
     except to the extent set forth in the immediately preceding statement.

     The Company will provide without charge to each person to whom a copy of
     this Prospectus is delivered, upon the oral or written request of such
     person, a copy of any document incorporated in this Prospectus by
     reference, except exhibits to such information, unless such exhibits are
     also expressly incorporated by reference herein.  Requests for such
     information should be directed to ACTV, Inc., 1270 Avenue of the Americas,
     New York, New York 10020, Attention:  Secretary, telephone number (212)
     262-2570.


                                         II-1

<PAGE>

     Item 4.    Description of Securities
     ------

     The Common Stock of the Company is registered under Section 12 of the
     Securities Exchange Act of 1934.

     Item 5.    Interests of Named Experts and Counsel
     ------

     Certain legal matters, including the legality of the issuance of the shares
     of Common Stock offered by the Company, are being passed upon for the
     Company by Gersten, Savage, Kaplowitz & Curtin, LLP, 575 Lexington Avenue,
     New York, New York 10022.  Jay M. Kaplowitz, a member of Gersten, Savage,
     Kaplowitz & Curtin, LLP has been a director of the Company since 1989.  Mr.
     Kaplowitz owns 2,000 shares of the Company's Common Stock and other options
     to purchase 25,000 shares, and Sheila Kaplowitz, his wife, owns 22,500
     shares of Common Stock.  Edward Curtin, a member of the firm of Gersten,
     Savage, Kaplowitz & Curtin, LLP, owns 2,000 shares of Common Stock of the
     Company and Jill Curtin, his wife, also owns 2,000 shares of Common Stock
     of the Company.  

     Item 6.    Indemnification of Directors of Officer
     ------

     Reference is made to paragraph "Twelfth" of the Restated Certificate of
     Incorporation of the Company (Exhibit 4.1.1), which contains a provision,
     as permitted by Section 145 of the Delaware General Corporation Law, that
     eliminates the personal liability of directors of the Company and its
     stockholders for monetary damages for unintentional breach of a director's
     fiduciary duty to the Company.  This provision does not permit any
     limitation on, or elimination of the liability of a director for disloyalty
     to the Company or its stockholders, for failing to acting good faith, for
     engaging in intentional misconduct or a knowing violation of law, for
     obtaining an improper personal benefit or for paying a dividend or
     approving a stock repurchase that was illegal under the Delaware General
     Corporation Law.

     The Restated Certificate of Incorporation and By-Laws of the Company
     require the Company to indemnify directors and officers against expenses
     (including attorneys' fees), judgments, fines and amounts paid in
     settlement in connection with specified actions, suits or proceedings,
     whether civil, criminal, administrative  or investigative (other than an
     action by or in the right of the corporation (a "derivative action") if
     they acted in good faith and in a manner they reasonably believed to be in
     or not opposed to the best interests of the Company, and, with respect to
     any criminal action or proceeding, had no reasonable cause to believe their
     conduct was unlawful.  A similar standard of care is applicable in the case
     of derivative actions, except that indemnification only extends to expenses
     (including attorneys' fees) incurred in connection with defense or
     settlement of such an action.  Moreover, the Delaware General Corporation
     Law requires court approval before there can be any indemnification where
     the person seeking indemnification has been found liable to the Company.

     Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the Company pursuant to the foregoing provisions, or otherwise, the Company
     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 


                                         II-2

<PAGE>

     (other than the payment by the Company of expenses incurred or paid by a
     director, officer or controlling person of the Company in the successful
     defense of any action, suit or proceeding) in connection with the
     securities being registered, the Company will, unless in the opinion of
     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.



     Item 7.    Exemption from Registration Claimed 
     ------

     Not Applicable.


     Item 8.    Exhibits
     ------

     4.1.1  Restated Certificate of Incorporation(1)

     4.1.2  Amendment to Certificate of Incorporation(1)


     4.2.1  By-Laws(1)

     4.3    Option Agreement, as amended August 1, 1989, by and between the
            Company and William C. Samuels(2)

     5.     Opinion of Gersten, Savage, Kaplowitz & Curtin, LLP(2)

     10.1   Employment Agreement, dated August 1, 1995, between the Company and
            William C. Samuels(2)

     10.2   Employment Agreement, dated August 1, 1995, between the Company and
            David Reese(2)


     10.3   Agreement, dated August 16, 1995, between the Company and Cable
            News Network, Inc.(2)

     24.1   Consent of Deloitte & Touche LLP(2)

     24.2   Consent of Gersten, Savage, Kaplowitz & Curtin, LLP (included in
            Exhibit 5)(2)


     _______________



            (1) Incorporated by reference to the Company's Registration
                Statement on Form S-1 (File No. 33-34618) which became
                effective on May 4, 1990.

            (2) Filed herewith.



                                         II-3

<PAGE>

     Item 9.    Undertakings
     ------

     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:

            (i)     To include any prospectus required by section 10(a)(3) of 
                    the Securities Act of 1933;

            (ii)    To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    in the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement; and 

            (iii)   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.

     (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.


     Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers, and controlling persons of
     the Company pursuant to the foregoing provisions, or otherwise, the Company
     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
     Company of expenses incurred or paid by a director, officer, or controlling
     person of the Company 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 Company will, unless
     in the opinion of 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 Securities Act of 1933 and will be governed by the final adjudication
     of such issue.



                                         II-4

<PAGE>
                                      SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
     certifies that it has reasonable grounds to believe that it meets all of
     the requirements for filing on Form S-8/S-3 has duly caused this
     registration statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of New York and State of New York on
     the 4th day of October, 1995.

                                                 ACTV, INC.

                                       By:  /s/ William C. Samuels
                                            -------------------------
                                             William C. Samuels
                                             President, Chief Executive
                                             Officer and Director         
                           

     Pursuant to the requirements of the Securities Act of 1933, this Form S-
     8/S-3 registration statement has been signed by the following persons in
     the capacities and on the date indicated.

<TABLE><CAPTION>

     Signature                                     Title                               Date
     ---------                                     -----
<S>                                  <C>                                         <C>
      /s/ William C. Samuels           Chairman of the Board, President             October 4, 1995
     -------------------------         Chief Executive Officer and Director
     William C. Samuels                


      /s/ David Reese                  President, ACTV  Entertainment, Inc. and     October 4, 1995
     -------------------------                         Director
     David Reese                       


      /s/ Christopher C. Cline         Vice President Chief Financial               October 4, 1995
     -------------------------             Officer and Secretary
     Christopher C. Cline       


      /s/ Jay M. Kaplowitz                             Director                     October 4, 1995
     -------------------------
     Jay M. Kaplowitz


      /s/ Richard Hyman                                Director                     October 4, 1995
     -------------------------
     Richard Hyman


                                                       Director                              , 1995
     -------------------------                                                       -------
     Howard Squadron                      


     *By:   /s/ William C. Samuels                                                  October 4, 1995
           -------------------------
            William C. Samuels
            Attorney-in-fact

</TABLE>

<PAGE>
                                    EXHIBIT INDEX


     4.3    Option Agreement, as amended August 1, 1989, by and between the 
            Company and William C. Samuels.

     5.     Opinion of Gersten, Savage, Kaplowitz & Curtin, LLP

     10.1   Employment Agreement, dated August 1, 1995, between the Company and
            William C. Samuels

     10.2   Employment Agreement, dated August 1, 1995, between the Company and
            David Reese

     10.3   Agreement, dated August 16, 1995, between the Company and Cable
            News Network, Inc.

     24.1   Consent of Deloitte & Touche LLP

     24.2   Consent of Gersten, Savage, Kaplowitz & Curtin, LLP (included in
            Exhibit 5)
[{"type": "S-8", "sequence": "1", "description": "ACTV, INC.", "secsgml_size_bytes": 122724}]
{"company-data": {"conformed-name": "ACTV INC /DE/", "cik": "0000854152", "assigned-sic": "6794", "irs-number": "942907258", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63181", "film-number": "95578514"}, "business-address": {"street1": "1270 AVE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10020", "phone": "2122622571"}, "mail-address": {"street2": "12270 AVE OF THE AMERICAS #2401", "city": "NEW YORK", "state": "NY", "zip": "10020"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 1995

                              Registration Statement No. 33-     
                              -----------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                          ----------------------------------
                                Washington, D.C. 20549
                                ----------------------

                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                      
                                ----------------------

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

     DELAWARE                           4894                      94-2907258    
     ---------------------------------------------------------------------------
     (State or other              (Primary Standard            (IRS Employer
      jurisdiction of        Industrial Classification         Identification
      incorporation or                  Code)                  No.)
      organization)

                             1270 Avenue of the Americas
                               New York, New York 10020
                                   (212) 262-2570      
                                -----------------------
                   (Address, including zip code and telephone number,  
                    including area code, of Registrant's principal 
                             executive offices)

                     Option Agreement, as amended August 1, 1989 
                     --------------------------------------------
                              (Full Title of the Plan)

                                  WILLIAM C. SAMUELS
                                      President
                                      ACTV, INC.
                             1270 Avenue of the Americas
                               New York, New York 10020
                                    (212) 262-2570
                                                         
                           ------------------------------
(Name, address, including zip code and telephone number, including area code, 
 of agent for service)

                           ------------------------------
                                  
                                      Copies To:

                                JAY M. KAPLOWITZ, ESQ.
                       Gersten, Savage, Kaplowitz & Curtin, LLP
                                 575 Lexington Avenue
                               New York, New York 10022
                                    (212) 752-9700

     If any of the securities being registered on this Form are to be offered on
     a delayed or continuous basis pursuant to Rule 415 under the Securities Act
     of 1933, check the following box [x]
CALCULATION OF REGISTRATION FEE                             

Title of        Amount Being   Proposed Maximum    Proposed        Amount of
Securities To   Registered(1)  Offering Price Per  Maximum         Registration
Be Registered                  Security(2)         Aggregate       Fee
                                                   Offering Price
- -------------   -------------  ------------------  --------------- ------------
Common           20,000(3)            $5.72(5)      $114,400        $394.49
Stock, par
value $.10
per share       80,0004(4)            $2.50         $200,000        $689.66

Total
Registration
Fee                                                                $1,084.15

     (1)    Pursuant to Rule 416, the Registration Statement also relates to an
            indeterminate number of additional shares of Common Stock issuable
            in respect of stock splits, stock dividends and similar transactions
            and upon the anti-dilution provisions contained in the outstanding
            options.

     (2)    The price is estimated in accordance with Rule 457(h)(i) under the
            Securities Act of 1933, as amended, solely for the purpose of
            calculating the registration fee.

     (3)    Issued upon the exercise of options issued to William C. Samuels
            pursuant to the Option Agreement, as amended August 1, 1989 (the
            "Option Agreement").

     (4)    Issuable upon the exercise of options issued to William C. Samuels
            pursuant to the Option Agreement.

     (5)    Based on the average of the closing bid and asked prices per share
            of the Common Stock as quoted by the National Association of
            Securities Dealers Automated Quotation System on September 25, 1995.

                                         (ii)
ACTV, INC.
                                                 
                                     ------------

                                Cross-Reference Sheet
                      (Between Items of Form S-3 and Prospectus)
                                                 
                                     ------------

     Form S-3 Item and Caption             Prospectus Captions
     -------------------------             -------------------

     1.  Forepart of Registration          Front Cover Page
         Statement and Cover Page
         of Prospectus

     2.  Inside Front and Outside          Inside Front and Outside Back Cover
         Back Cover Pages of Prospectus    Page; Additional Information,
                                           Incorporation of Certain Documents
                                           by Reference

     3.  Summary Information and Risk      The Company; Risk Factors 
         Factors

     4.  Use of Proceeds                   Use of Proceeds

     5.  Determination of Offering Price   Inside Front Cover

     6.  Dilution                          *

     7.  Selling Security Holders          Selling Stockholder

     8.  Plan of Distribution              Plan of Distribution

     9.  Description of Securities         *
         to be Registered

     10. Interests of Named Experts        Legal Matters, Experts
         and Counsel

     11. Material Changes                  Risk Factors
      
     12. Incorporation of Certain          Incorporation of Certain Information
         Information by Reference          by Reference

     13. Disclosure of Commission          Indemnification of Officers 
         Position on Indemnification       and Directors
         for Securities Act Liabilities

     * Not Applicable

                                        (iii)
EXPLANATORY NOTE

     This Registration Statement on Form S-8 relates to the registration of
     100,000 shares (the "Shares") of Common Stock, par value $.10 per share
     (the "Common Stock") of ACTV, Inc., a Delaware Corporation ("ACTV" or the
     "Company") by William C. Samuels, the President of the Company (the
     "Selling Stockholder").  Of such Shares (i) 20,000 shares have been
     acquired by the Selling Stockholder upon the exercise of options issued
     pursuant to the Option Agreement, as amended August 1, 1989 (the "Option
     Agreement"), between the Company and the Selling Stockholder and (ii)
     80,000 shares are issuable upon the exercise of options granted to the
     Selling Stockholder pursuant to the Option Agreement.  A Prospectus has
     been prepared in accordance with the requirements of Form S-3 pursuant to
     General Instruction C of Form S-3 relating to the Shares. This Registration
     Statement on Form S-8, which includes a Prospectus prepared in accordance
     with General Instruction C of Form S-3, may be referred to herein as a 
     Registration Statement on Form S-8/S-3.

                                              
                                        PART I

                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Pursuant to the Note to Part I of the Form S-8, the information required by
     Part I is not required to be filed with the Securities and Exchange
     Commission (the "Commission").

     The Company will provide without charge to each person to whom a copy of a
     Section 10(a) Prospectus hereunder is delivered, upon the oral or written
     request of such person, a copy of any document incorporated in this
     Registration Statement by reference, except exhibits to such documents. 
     Requests for such information should be directed to ACTV, Inc., 1270 Avenue
     of Americas, New York, New York 10020, Attention: Secretary, telephone
     number (212) 262-2570.

                                         (iv)
PROSPECTUS

                                      ACTV, INC.
                                                
                                      ----------

                            100,000 SHARES OF COMMON STOCK

                              Par Value, $.10 Per Share
                                                
                                     -----------

     This Prospectus relates to the offer and sale of 100,000 shares (the
     "Shares") of Common Stock, par value $.10 per share (the "Common Stock"),
     of ACTV, Inc., a Delaware corporation ("ACTV" or the "Company"), by William
     C. Samuels, the President of the Company (the "Selling Stockholder").  The
     Shares have been or may be acquired by the Selling Stockholder upon
     exercise of options (the "Options") granted pursuant to the Option
     Agreement, as amended August 1, 1989 (the "Option Agreement"), between the
     Company and the Selling Stockholder.  The Company's Common Stock is traded
     on the over-the-counter market on the NASDAQ Small Cap Market ("NASDAQ")
     and the Boston Stock Exchange ("BSE").  On September 25, 1995, the closing
     bid and asked quotations for the Common Stock as reported on NASDAQ were 
     $5 5/8 and $5 13/16 per share, respectively.

     The Shares covered by this Prospectus may be offered and sold from time to
     time directly by the Selling Stockholder or through brokers in the over-
     the-counter market or otherwise at market prices prevailing at the time of
     such sales or in one or more negotiated transactions at prices acceptable
     to the Selling Stockholder.  No specified brokers or dealers have been
     designated by the Selling Stockholder and no agreement has been entered
     into in respect of brokerage commissions or for the exclusive or
     coordinated sale of any securities which may be offered pursuant to this
     Prospectus.  The net proceeds to the Selling Stockholder will be the
     proceeds received by him upon such sales, less brokerage commissions, if
     any.  The Company will pay all expenses of preparing and reproducing this
     Prospectus.  The Company will receive proceeds from the exercise of the
     Options, but will not receive any other proceeds from any sales by the
     Selling Stockholder.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THIS SECURITIES
     AND EXCHANGE COMMISSION (THE "COMMISSION") OR ANY STATE SECURITIES
     COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
     SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
     PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     No dealer, salesman or any other person has been authorized to give any
     information or to make any representation other than as contained or
     incorporated by referenced herein and if given or made, such information or
     representation must not be relied upon as having been authorized by the
     Company.  This Prospectus does not constitute an offer to sell or a
     solicitation of an offer to buy securities by anyone in any jurisdiction in
     which such offering may not be lawfully be made.  Neither the delivery of
     this Prospectus nor any sale made hereunder shall, under any circumstances,
     create any implication that there has been no change in the affairs of the
     Company or the information herein since the date hereof.  See "Risk
     Factors."

                                                                      
                ------------------------------------------------------
                    The date of this Prospectus is October 4, 1995
TABLE OF CONTENTS

                                                                            Page
                                                                            ----

     Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . 3

     Incorporated of Certain Documents by Reference  . . . . . . . . . . . . . 4

     The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

     Risk Factors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

     Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26

     Selling Stockholder . . . . . . . . . . . . . . . . . . . . . . . . . .  27

     Indemnification of Officers and Directors . . . . . . . . . . . . . . .  28

     Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . .  29

     Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30

     Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31

                                          2
AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
     Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
     reports and other information with the Commission.  Such reports, proxy
     statements, registration statements and other information can be examined
     without charge at the public reference section maintained by the Commission
     at 450 Fifth Street, N.W., Washington, D.C. 20549 and, upon payment of the
     fees prescribed by the Commission, copies may be obtained therefrom and at
     certain of the Commission's Regional Offices located at 7 World Trade
     Center, New York, New York 10048, 5757 Wilshire Boulevard, Los Angeles,
     California 90024; and 500 West Madison Street, Northeastern Atrium Center,
     Suite 1400, Chicago, Illinois 60661-2511.

     The Company's Common Stock is quoted on The Nasdaq Stock Market ("NASDAQ")
     Reports, proxy statements, information statements, and other information
     concerning the Company can be inspected at the office of the National
     Association of Securities Dealers, Inc., located at 1735 K Street, N.W.,
     Washington, DC 20006.

     This Prospectus is part of a registration statement on Form S-8/S-3 (the
     "Registration Statement") under the Securities Act of 1933 (the "Securities
     Act") which the Company has filed with the Commission for the registration
     of the securities offered by this Prospectus.  This Prospectus does not
     contain all of the information set forth in the Registration Statement and
     the exhibits and schedules thereto.  For further information with respect
     to the Company, reference is hereby made to such Registration Statement,
     exhibits and schedules, which may be obtained from the Commission's
     principal office in Washington, D.C., upon payment of the fees prescribed
     by the Commission.

                                          3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The following documents filed by the Company with the Commission are
     incorporated herein by reference:

            (1) The Company's Registration Statement on Form S-1 (File No. 33-
                34618) which became effective on May 4, 1990.

            (2) Annual Report on Form 10-K for the year ended December 31,
                1994.

            (3) Annual Report on Form 10-K/A-1 for the year ended December 31,
                1994.

            (4) Quarterly Report on Form 10-Q for the quarterly period ended
                March 31, 1995.

            (5) Quarterly Report on Form 10-Q for the quarterly period ended
                June 30, 1995.

     In addition to the foregoing, all documents subsequently filed by the
     Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
     prior to the filing of a post-effective amendment indicating that all of
     the securities offered hereunder have been sold or deregistering all
     securities then remaining unsold shall be deemed to be incorporated by
     reference in this Prospectus and to be part hereof from the date of filing
     of such documents.

     Any statement contained in a document incorporated or deemed to be
     incorporated by reference in this Prospectus shall be deemed to be modified
     or superseded for purposes of this Prospectus to the extent that a
     statement contained herein or in any subsequently filed document which also
     is or is deemed to be incorporated by reference herein modifies or
     supersedes such statement.  Any statement so modified or superseded shall
     not be deemed, except as so modified or superseded, to constitute a part of
     this Prospectus.  All information appearing in this Prospectus is qualified
     in its entirety by the information and financial statements (including
     notes thereto) appearing in the documents incorporated herein by reference,
     except to the extent set forth in the immediately preceding statement.

     The Company will provide without charge to each person to whom a copy of
     this Prospectus is delivered, upon the oral or written request of such
     person, a copy of any document incorporated in this Prospectus by
     reference, except exhibits to such information, unless such exhibits are
     also expressly incorporated by reference herein.  Requests for such
     information should be directed to ACTV, Inc., 1270 Avenue of the Americas,
     New York, New York 10020, Attention:  Secretary, telephone number (212)
     262-2570.

                                          4
THE COMPANY

     General

     ACTV, Inc. ("ACTV" or the "Company") has developed the proprietary
     Programming Technologies (the "Programming Technology") for the emerging
     field of interactive television.  ACTV's Programming Technology permits the
     delivery of individualized television, which, in the Company's view,
     significantly enhances the quality of most genres of television
     programming.  ACTV's Programming Technology provides instant and seamless
     changes in the TV or video picture and/or audio in response to the various
     inputs or selections supplied by each viewer.  A specially prepared ACTV
     program (the "ACTV Program" or "ACTV Programming") is like a linear TV
     program, except that it appears to be individualized for each interactive
     viewer.  (Linear programs are standard television programs that can be
     viewed only as created and do not offer the viewer the option to make
     choices as to the content of the program or to respond to the contents of
     the program in an individualized way.)  There is no limit to the number of
     viewers who can interact simultaneously with an ACTV Program.

     ACTV's individualized programming is designed to work with both single and
     multiple channels of 6MHz bandwidth and with different modes of
     transmission: distance learning networks, closed circuit televisions
     systems, cable, direct broadcast satellite ("DBS"), broadcast systems, and
     multi-microwave distribution systems ("MMDS").  It is compatible with
     commonly available existing systems (one-way, analog) as well as systems
     envisioned for the future of television (two-way, compression, fiber,
     video, server, and copper pairs with asynchronous digital subscriber logs
     ("ADSL").

     ACTV's strategy is to generate revenues from the sale of ACTV Programming
     that it either owns, has licensed or that has been created by a third party
     under a license from ACTV, including fees paid by subscribers to premium
     cable networks in which the Company has an ownership interest.  The
     Company's mission is to improve the quality of entertainment and education
     television programming.

     The Company also believes that the Programming Technology can enhance the
     quality of television advertising by enabling the advertiser to customize
     each commercial for various audience segments, such as parents or sports
     enthusiasts.  It is the Company's objective to seek major advertiser
     support for its individualized home entertainment networks.

     The chief markets presently targeted by the Company for the ACTV
     Programming Technology are in-home entertainment and education (with an
     emphasis on distance learning).  The Company seeks to exploit these
     markets, principally in the U.S. through licensing the Programming
     Technology by creating joint venture relationships, and by direct sales.  

     The Company has three operating subsidiaries, ACTV Entertainment Inc., a
     New York corporation ("ACTV Entertainment") incorporated on March 9, 1988,
     ACTV Interactive, Inc., a Delaware corporation incorporated on July 8,
     1992, and The Los Angeles Interactive Network Inc., a Delaware corporation
     incorporated on March 7, 1995, which is a subsidiary of ACTV Entertainment.
     Unless otherwise indicated, all references in this Prospectus to the
     Company or ACTV include ACTV and its three subsidiaries.

                                          5
ACTV was incorporated under the laws of the State of Delaware on July 24,
     1989.  The Company is the successor, by merger effective November 1, 1989,
     to ACTV, Inc., a California corporation, organized on July 11, 1983.  The
     Company's executive offices are located at 1270 Avenue of the Americas, New
     York, New York 10020, telephone number (212) 262-2570.

     Entertainment 

     ACTV first introduced its individualized programming applications for
     entertainment outside the United States.  The Company is now in its fifth
     year of regional commercialization in Montreal, Edmonton, and London
     through a license with Le Groupe Videotron, Ltee. ("LGV"), the second
     largest Canadian cable/broadcast television company and a major cable
     operator in London where it is building and operating combined
     cable/telephone networks.  LGV has been a pioneer in the deployment of
     interactive cable television services.

     ACTV's Programming Technology is part of LGV's Videoway systems, which
     includes a premium interactive cable channel, video games and various
     videotext offerings ("Videoway").  LGV reports that Videoway at 1994 year
     end has enrolled over 240,000 Canadian subscribers, who receive a set-top
     terminal with compatible ACTV Programming functionality.  According to LGV,
     Videoway subscribers use on average 13 hours per week of interactive
     services:  5.5 hours of video games; 2.5 hours of information services, and
     5 hours of ACTV Programming -- primarily consisting of sports, game shows,
     children's shows and news.  In addition, LGV offers Videoway on its cable
     systems in London, England where it reports nearly 80,000 users.

     Under the LGV license, which as modified on June 8, 1993, LGV has a 20-
     year, non-exclusive, royalty-free license to manufacture Videoway terminals
     that incorporate ACTV's Programming Technology.  The agreement also allows
     LGV to produce ACTV Programming itself for a certain number of potential
     Videoway subscribers in Canada (1,300,000), Europe (500,000), and the
     United States (500,000).  The license is subject to the condition that
     neither LGV nor its sub-licensees receive any royalty or other fees with
     respect to ACTV Programming, except for promotion and direct production
     expenses paid by LGV.  Any royalties from third parties will be paid
     exclusively to ACTV.  See "Reorganization of ACTV Entertainment and the LGV
     Agreements."

     The Company and LGV entered into their original agreement during the
     infancy of the development of interactive television.  LGV had developed
     its Videoway TV set-top converter, which, among other things, enabled it to
     provide its subscribers with interactive capacity.   The arrangement
     provided the Company with an outlet for its ACTV Programming while
     providing LGV with interactive product for its Videoway converter.  As both
     companies developed, however, their missions began to diverge: LGV wanted
     to market its Videoway converter in the United States, and was less
     interested in the actual production of ACTV Programming, while the Company
     was interested in expanding its programming capacity and in making its ACTV
     Programming available for use with set-top converters manufactured and
     distributed by others. The restructuring of the relationship with LGV
     enabled both companies to focus on their respective goals, in that LGV now
     has the non-exclusive right to market the Videoway converter in the United
     States, and the Company has control of ACTV Programming development.  See
     "Reorganization of ACTV Entertainment and the LGV Agreements."

     ACTV's strategy is to take the regional experience gained in the last five
     years in Canada and London and apply it to the U.S.  The Company
     anticipates that its individualized programming will be launched through
     regional premium cable programming services that are advertiser-

                                          6
supported.  Monthly subscription prices are anticipated to be comparable to
     other U.S. premium channels.

     In May 1995, the Company introduced its InTV Regional Individualized
     Network (the "InTV Network") in the Los Angeles area.  The Company believes
     that the InTV Network is the first programming service in the U.S. to both
     enhance existing programming and offer new individualized content.  

     Joining ACTV in the InTV Network is Prime Sports - West, a unit of TCI's
     Liberty Sports ("TCI"), which has 4.2 million subscribers in the Southwest
     region of the U.S., Cable News Network, Inc. ("CNN") and Ventura County
     Cablevision, currently a subsidiary of Western Communications, whose
     ownership is scheduled to be transferred to TCI in early 1996.

     Prime Sports - West is providing the Company with access to all its
     regional sports programming at no cost to the Company.  Similarly, CNN
     plans to provide, at no cost, access to Prime News, Sports Tonight, Calling
     on All Sports, Inside Politics and other selected shows.

     In both cases, the Company is responsible for its incremental content,
     transmission, delivery and master control costs incurred in connection with
     the enhancement of the Prime Sports - West and CNN programming.

     Assuming future commercialization of a regional network in the footprint of
     Prime Sports - West no later than December 31, 1996, Prime Sports - West
     would receive an exclusive in its footprint for sports programming and the
     companies will pursue a business understanding of revenue sharing
     anticipated to include a license fee paid to Prime Sports - West for each
     subscribing household on a monthly basis.

     Upon commercialization, CNN and ACTV will negotiate a royalty agreement
     and/or advertising slip for use of CNN programming.  In addition, CNN shall
     receive protection until December 31, 1997 to become ACTV's exclusive
     provider of national and international news.  CNN will also be given the
     opportunity to be an equity investor in any new regional networks created
     by ACTV.

     Initial marketing is being directed toward Ventura County Cablevision's
     90,000 subscribers in the Los Angeles and Ventura County areas, with 1,000
     homes expected to participate, on a trial basis.

     InTV Network viewers are able to individualize both CNN programs and L.A.
     Lakers basketball, L.A. Kings hockey, California Angels baseball and other
     Prime Sports - West offerings.  In addition, to sports and news events,
     InTV Network is transmitting other individualized programming, including
     game shows, children's and education programs.

     The Company plans, assuming a successful test phase, to offer the InTV
     Network to a majority of Ventura City Cablevision's subscribers.  In
     addition, expansion could follow in other Prime Sports - West markets and,
     in stages, in other regional markets within the U.S.  There can be no
     assurance that any such expansion will occur, or that it will generate
     significant revenues for the Company.

                                          7
Education

     ACTV's principal strategy in education is to become the leading
     individualized programming technology in the developing field of distance
     learning, in which ACTV Programming, both live and pre-recorded, can be
     transmitted simultaneously to multiple sites in a satellite, fiber or
     microwave network.  

     ACTV is currently developing new two-way analog and digital programming
     technologies for distance learning.  This is a point to multipoint
     interactive broadcast system that can deliver prerecorded interactive
     lessons or integrate interactive segments into live distance learning
     lessons.  By using a simple remote control, the student is able to alter
     program content to suit specific needs and interests.  Students receive
     individualized responses to their input, and at the end of the lesson, the
     classroom teacher receives a printout of the performance of each class
     member. 

     ACTV's new distance learning system is scheduled for commercial
     introduction by the end of 1995, with an installation in Georgia that the
     Company believes will represent one of the industry's most advanced
     distance learning projects.  ACTV and the State of Georgia have entered
     into an agreement through which ACTV's distance learning system and
     software will be integrated into the Georgia Statewide Academic and Medical
     System ("GSAMS"), an existing fully interactive service providing audio,
     video and data to classrooms.  

     In addition, 123 interactive television titles have been produced and
     introduced into the kindergarten to 12th grade market.  The programs focus
     on reading, math, and vocational education.  To date, programs have been
     sold to approximately 300 different schools across the U.S., along with an
     ACTV classroom system -- a terminal with compatible ACTV Programming
     functionality that currently permits up to 24 students in a classroom to
     view single channel ACTV Programs simultaneously.  Education products are
     marketed through a direct and distributor sales force.

     Individualized programming is produced jointly through license agreements
     with educational publishers, including Turner Educational Services, Inc.
     ("Turner"), Phoenix, Bergwall, AIT, AIMS, Pasty Pudding and TakeOff. 

     In 1995, the Company also signed a distance learning agreement with General
     Instrument Corporation ("GI").  ACTV's Programming Technology for distance
     learning will be integrated with GI's DigiCipher(R) system.  The new 
     digital system will be called "DigiCipher/ACTV Distance Learning System" 
     and will allow programming networks to develop individualized programming 
     and distribute it digitally to their customers.

     The Company markets its products through its wholly owned subsidiary ACTV
     Interactive, Inc., which was formed in 1992.  Originally a joint venture
     general partnership with the Washington Post Company (the "Post Company")
     in which the Company owned a 49% interest and the Post 

     Company a 51% interest, ACTV Interactive became a wholly owned subsidiary
     of the Company in March 1994.

                                          8
ACTV Programming Technology

     The ACTV Programming Technology provides instant and seamless changes in
     the TV or video picture and/or audio based on various inputs or selections
     made by viewers.  The program appears to be a standard TV program, as if it
     were individualized for each viewer.  Viewer inputs are made through a
     remote control (usually four buttons), thereby limiting the viewer's number
     of choices when inputting each response to four answers previously
     anticipated by the program's creators.

     ACTV's process of creating individualized television programming involves
     viewer selection from a multiple number of frame-synchronized video,
     graphics, and/or audio signals delivered at one time.  The viewer sees
     and/or hears only one of the signals at a given moment; the other signals
     are transparent.  Using a remote control, the viewer interacts with the
     television by making selections or decisions called for by the specially
     prepared programming.  In response to viewer's inputs, the ACTV Programming
     Technology, which uses a microprocessor, automatically switches at pre-
     determined intervals between various segments of the multiple signals.  In
     one-way analog transmission, this switching will occur in the viewer's
     cable box, such as LGV's Videoway, while with two way transmission, it may
     occur at the source of the transmission.  The viewer cannot detect when
     such a switch takes place because it occurs instantly and with frame
     accuracy.

     The results appear seamless and uninterrupted -- for the viewer the
     programming is completely individualized.  Although an individualized
     program and its associated branches are taped in a normal linear fashion,
     the program, when shown, has thousands of possible permutations and
     combinations available for each viewer to experience.  The particular
     version seen is based on each viewer's individually selected preferences
     and inputs.  An unlimited number of independent viewers can interact with
     an ACTV Program simultaneously. 

     The ACTV microprocessor receives digital information from codes embedded
     into the video program material.  It thus maintains "memory" on the
     progress of the viewer and provides automatic branching.  At appropriate
     times during the program, the microprocessor circuitry will make branch
     switches automatically, accumulate data, recall information, create
     graphics and/or implement a pre-programmed set of instructions.

     In single channel (6MHz of bandwidth) applications, ACTV's Programming
     Technology individualizes audio and/or graphics, based on multiple signals.
     When additional channels of bandwidth are available, video can be
     individualized as well.

     To develop individualized programming the Company generally seeks to form
     joint ventures or licensing agreements with producers of standard linear
     shows or with networks that have rights to such shows.  ACTV Programming
     can be created in a number of ways:  enhancing existing programs that have
     been produced in a standard linear format, adding "piggy-back" branch
     alternatives during the shooting of ongoing shows, or creating entirely
     original productions that are solely for ACTV's purposes.

     The cost of ACTV original productions has been on average approximately 20%
     higher than a linear version of the same program of comparative length.
     However, production costs are significantly lower than regular linear
     television shows when existing material can be enhanced, or when
     productions are "piggy-backed."  Production costs vary significantly based
     upon the nature and type of programming to be produced.  An advantage of
     individualized programming 

                                          9
is its higher repeatability, as compared to standard programming, since an
     individualized program's cost can be amortized over a greater number of
     showings.

     The types of entertainment programs that the Company plans to emphasize are
     sports, news, education, game shows, children's programs and music.  The
     Company envisions that its in-home services will be supported by
     individualized advertising.  The programming focus for education is
     reading, math and vocational education.  Examples of ACTV Programming are:

     1)     Sports   The InTV Network regularly produces Prime Sports - West
            ------
     sporting events in the ACTV individualized format, thereby allowing
     viewers, in essence, to become directors of the program -- selecting close-
     ups, wide angle shots and other camera angles as may be provided. In
     multiple event programs, viewers are able to select one of four concurrent
     events and to switch from one event to another using their remote controls.
     In this instance, advertisers can target their commercials to viewers of a
     particular event.  For example, ice skating fans might see a commercial for
     skate equipment, while viewers who choose to watch skiing could see a
     commercial for ski equipment and accessories.  Viewers may select various
     overlays that provide statistics on the event, or on athletes of their
     choice.

     2)     News  After the first ten minutes of the nightly news, viewers can
            ----
     select from among a group of the day's top stories to receive more in-depth
     information on a desired topic.

     3)     Game Shows  The Programming Technology allows game show viewers to
            ----------
     participate at home.  They can press in answers to questions, decide which
     celebrity team to play on, and receive their own scores.  Each viewer's
     input prompts a response from the host or from celebrity team mates (e.g.,
     "You really think English is the most widely spoken language -- well, let's
     see if your team mates agree with you.").  

     4)     Music Video  Viewers are able to select the order in which certain
            -----------
     music videos are performed.  Alternatively, viewers can select from up to
     four different camera angles for live or prerecorded performances.

     5)     Casino Games   Viewers can participate in games of chance, such as
            ------------
     blackjack, in which they are able to play individually with an on-screen
     dealer.  With an individualized blackjack program, for example, a viewer
     can decide whether to "stand" (receive no more cards for that hand) or
     "hit" (receive additional cards).  The on-screen dealer responds to each
     decision.

     6)     Advertising  With ACTV's Programming Technology, television
            -----------
     commercials can take on two entirely new forms.  First, commercials can be
     demographically targeted to the specific audience watching.  Men, women,
     and children, for example, can all see different commercials based on their
     interests.  ACTV's Programming Technology automatically selects the most
     appropriate commercial for each viewer's particular demographic group. 
     Second, ACTV can provide individualized commercials.  In this application,
     the commercial is altered to meet the desires of the person watching.  The
     announcer may ask viewers one or two questions about the type of automobile
     they may be interested in buying; the commercial might then present this
     type of vehicle.  

     7)     Live Distance Learning  A teacher broadcasting live via satellite,
            ----------------------
     fiber or microwave can effect two-way communication with students in an
     unlimited number of remote sites.  After covering a section of material, 
     the distance learning teacher can ask multiple choice questions 

                                          10
about the material to all students on the network.  As each student
     responds to a question, he or she receives immediate personal feedback in
     the teacher's voice, which has been pre-recorded.  At the same time, the
     distance learning teacher receives a report showing how all students on the
     network as a group answered each question.  Consequently, the teacher can
     measure the results of the lesson to that point, and make any adjustments
     to the lesson plan that seem appropriate.

     8)     Reading and Math  Students in a classroom learn basic reading and
            ----------------
     math skills through specially prepared interactive television programs.  As
     the television lesson progresses, just as in the case of interactive
     distance learning programming, the on-screen teacher poses questions
     regarding the material presented.  Students respond to these questions and
     receive individual feedback based on their answers.  At the end of the
     lesson, the classroom teacher can request a report showing the progress
     made by each student.

     Research and Development

     The Company is engaged in a field characterized by extensive research
     efforts and rapid, significant technological change.  During 1993, the
     Company began its current research and development projects, relating
     primarily to the development of a new analog/digital two-way distance
     learning system.  The Company believes that it may be required to expend
     approximately $140,000 through the end of fiscal 1995 to complete the
     development of this system. There can be no assurance that research or
     development by others will not render the Programming Technology obsolete
     or that the limited research and development performed by the Company
     and/or its licensees and joint venture partners will continue or will be
     successful.
      
     Government Regulation

     The Company believes, on the basis of its review of current legislation and
     regulations that neither its present nor any proposed commercial
     implementation of the ACTV Programming Technology on distance learning
     networks, closed circuit television systems, cable, DBS or MMDS will
     require governmental license or approval.  Certain broadcast applications
     and copper pairs with ADSL may require governmental approval.  No assurance
     can be given that applicable laws will not change.  In the event such
     approval were to be required, there can be no assurance that the Company
     would be able to obtain such approval or the licenses required for the
     further implementation of the ACTV Programming Technology.  

     Marketing and Program Production

     The primary markets targeted by the Company for the ACTV Programming
     Technology are in-home entertainment and education (with an emphasis on
     distance learning).  The Company seeks to exploit these markets principally
     in the US through licensing the Programming Technology, by creating joint
     venture relationships, and by direct sales.  To date, the Company's capital
     requirements to develop the Programming Technology, produce ACTV
     Programming, develop marketing approaches and strategic alliances, and to
     cover costs of sales and general and administrative expenses, have been
     significant, resulting in an accumulated deficit as of June 30, 1995 of
     approximately $26.9 million.

     The Company will continue to implement a marketing program consisting of
     the employment of sales and marketing personnel, contracting with sales and
     marketing consultants, and the use of promotional efforts, including
     product demonstrations and participation in trade shows and 

                                          11
conferences.  The Company currently has two entertainment marketing
     executives, five educational sales people and several educational
     distributors.  

     In entertainment, the Company has licensed the Programming Technology to
     LGV, and is seeking other licensees and joint venture partners both in and
     outside the United States.  The Company is and will continue to be
     dependent upon the ability of licensees and joint venture partners to offer
     products and services that are commercially viable, and to actively promote
     and distribute the Programming Technology.

     According to LGV, Videoway subscribers use an average of 13 hours per week
     of interactive services:  5.5 hours of video games, 2.5 hours of
     information services, and 5 hours of ACTV Programming -- primarily
     consisting of sports, news, game shows, and children's shows.  In addition,
     focus group testing in Los Angeles that preceded the Prime Sports - West
     and CNN agreements indicated interest in ACTV sports, news, game shows, and
     in its educational and children's programming.  

     In May 1995, the Company introduced its InTV Network in the Los Angeles
     area.  The Company believes that the InTV Network is the first programming
     service in the U.S. to both enhance existing programming and offer new
     individualized content.  

     Joining ACTV in the InTV Network is Prime Sports - West, a unit of TCI's
     Liberty Sports, which has 4.2 million subscribers in the Southwest region
     of the U.S., CNN and Ventura County Cablevision, currently a subsidiary of
     Western Communications, whose ownership is scheduled to be transferred to
     TCI in early 1996.

     The Company, its licensees or joint venture partners must produce and/or
     provide individualized programming for the Company to continue commercial
     entertainment operations in the U.S. For the most part, the Company, its
     licensees and joint venture partners are dependent upon third parties as
     sources for the linear programming that is to be enhanced into ACTV
     Programming.  For the entertainment market, all programming to date has
     been produced either through LGV or by the Company itself.

     With respect to the education market, the Company has executed non-
     exclusive agreements with seven entities to obtain linear programming that
     it can enhance to create ACTV Programs.  Linear programs are standard
     television programs that can be viewed only as created and do not offer the
     viewer the option to make choices as to the content of the program or to
     respond to the program in an individualized way.  

     The Company has entered into agreements with Turner Educational Services,
     Inc., Phoenix Learning Group, Bergwall Productions, Inc., The Hasty Pudding
     Puppet Co., AIMS Media, Agency for Instructional Technology ("AIT") and
     Takeoff/Video Educational Excellence.  Each of these agreements gives ACTV
     worldwide, perpetual marketing rights (except for the AIT agreement, which
     limits the rights to 15 years) to the programming produced.  The companies
     are to receive quarterly royalties, based on the number of units of ACTV
     Programs sold.

     There can be no assurance that the Company will be successful in reaching
     agreements with licensees and joint venture partners, that the Company's
     strategy of marketing the Programming Technology through its licensees and
     joint venture partners will be successful, or that the methods that its
     licensees and joint venture partners choose to market the Programming
     Technology will be successful.  Further, the Company may be adversely
     affected by the financial

                                          12
and business considerations of its licensees and joint venture partners. 
     Future joint venture and license agreements may provide that the licensees
     and joint venture partners will receive equity interest in the Company
     and/or its subsidiaries.

     Set-Top Converters, Terminals, and Other Interactive Devices

     The Company does not intend to manufacture set-top converters, terminals,
     video servers, or other interactive devices.

     In the entertainment market, ACTV signed, on June 8, 1993, a 20-year, non-
     exclusive, royalty-free manufacturing license with LGV.  Today, the
     Videoway terminal manufactured through LGV is the only ACTV-compatible set-
     top converter available to potential distributors of ACTV Programming.  The
     Company intends to grant licensees similar to the one granted to LGV to
     other manufacturers that are selected by the future distributors of ACTV
     Programming.

     ACTV's Programming Technology can work with different modes of transmission
     (cable, DBS, broadcast, and MMDS), and is compatible with commonly
     available one-way, analog systems.  In addition, it is compatible with
     systems envisioned for the future of television (two-way, compression,
     fiber, video servers, and copper pairs with ADSL).  Therefore, there are
     many ways to design a distribution system that is compatible with ACTV's
     Programming functionality.  The Company believes that the incremental cost
     of adding ACTV Programming functionality will not be significant.

     There can be no assurance that the Company will be successful in developing
     additional manufacturing licenses.

     In the education market, the Company consummated a contract with General
     Instrument Corporation ("GI").  ACTV's Programming Technology for distance
     learning will be integrated with GI's DigiCipher(R) system.  The new 
     digital system will be called "DigiCipher/ACTV Distance Learning System," 
     and will allow programming networks to develop individualized programming
     and distribute it digitally to their customers.

     The Company executed a non-exclusive agreement in June 1992 with KDI
     Precision Products, Inc. ("KDI") to manufacture ACTV's classroom and
     distance learning systems, with compatible ACTV Programming functionality. 
     KDI sells the systems to ACTV at prices and in accordance with a delivery
     schedule agreed upon from time to time. KDI also is a distributor of
     components such as television monitors, VCRs, remote controls, printers and
     cabinets used in conjunction with the systems.  The agreement is subject to
     automatic renewal for additional one-year terms unless terminated by either
     party on six-months' written notice.

     KDI is currently the only manufacturer of the classroom and distance
     learning systems.  The Company believes that KDI can produce sufficient
     systems to meet the anticipated needs of ACTV in the education marketplace.
     In the event that KDI were unable to supply the systems, there can be no
     assurance that the Company could produce sufficient systems or obtain
     sufficient systems from another manufacturer at an acceptable price.  The
     inability of ACTV to obtain systems would have a material adverse affect on
     the business of the Company.

                                          13
Consolidation of Educational Partnership into ACTV

     On July 14, 1992, ACTV Interactive, Inc. entered into a partnership
     agreement with Post-Newsweek Education, Inc., a wholly-owned subsidiary of
     the Post Company, pursuant to which ACTV Interactive was formed as a
     Delaware general partnership, for the purpose of selling products and
     services incorporating the ACTV Programming Technology to the education
     market.  The Post Company received a 51% interest in ACTV Interactive; ACTV
     Interactive, Inc., a wholly-owned subsidiary of the Company, received a 49%
     interest in ACTV Interactive.

     In connection with the formation of the partnership, the Company entered
     into a license agreement (the "License Agreement") with ACTV Interactive. 
     Pursuant to the License Agreement, ACTV Interactive was given licenses to
     exploit certain of the Company's patents and related technology
     (collectively the "Patents") in the creation and distribution of
     educational programming.  The License Agreement provided that the Company
     receive five percent (5%) of all revenues generated by ACTV Interactive.

     On March 11, 1994, the Company purchased the Post Company's full 51%
     interest in ACTV Interactive for consideration of $4.5 million, consisting
     of $2.5 million in cash at closing and a $2 million promissory note (the
     "New Note").  The principal value of the New Note has been paid in full as
     of the date of this Prospectus, but the Company continues to accrue
     approximately $229,000 of interest payable as of October 1, 1995.  Payment
     of interest is due December 31, 1996.

     The interest payable under the New Note is secured pursuant to a security
     agreement through which the Post Company acquired a security interest in
     and lien with respect to all of the Company's existing United States
     patents and pending applications.  In the event of a default by the Company
     under the New Note and foreclosure by the Post Company of the collateral
     pledged under the security agreement, the Company will be materially and
     adversely affected.

     Reorganization of ACTV Entertainment and the LGV Agreements

     In March 1988, the Company formed ACTV Entertainment (formerly ACTV
     Domestic Corporation) as equal stockholders with a subsidiary of LGV,
     Videotron Technologies Ltd.  The Company granted to ACTV Entertainment the
     exclusive right to use the Company's Programming Technology in the United
     States DBS, cable and broadcast television markets.

     On June 8, 1993, LGV withdrew from its ownership in ACTV Entertainment, and
     the Company became the sole shareholder in ACTV Entertainment under the
     terms of an agreement with the subsidiary of LGV, thereby settling all
     outstanding legal disputes between the companies.  

     While ACTV gained full ownership and control of ACTV Entertainment in the
     settlement, it did agree to give up the royalty income it was receiving
     from its Videoway terminal license with LGV for Canada and Europe ($3.00
     per user per year).  Simultaneously with the June 8, 1993 change in
     ownership of ACTV Entertainment, the 1987 LGV exclusive foreign license for
     Canada, Europe and the Soviet Union was renegotiated.  The new license
     provides LGV with a 20-year, non-exclusive, royalty-free license to
     manufacture its Videoway terminal with compatible ACTV Programming
     functionality.  Videoway is a cable converter box capable of providing a
     variety of advanced services, including standard cable tuning and decoding
     capabilities, access to videotext, closed-captioning, data banks, video
     games, software 

                                          14
downloading and electronic mail.  LGV has informed the Company that it has
     installed Videoway converter boxes in approximately 240,000 homes in
     Canada.

     In addition, the new modified license agreement allows LGV to produce ACTV
     Programming for a certain number of potential Videoway subscribers in the
     United States, Canada and in selected European countries.  The license is
     limited to the condition that neither LGV nor its sublicensees receive any
     royalty or other fees with respect to ACTV Programming, except for
     promotion and direct production expenses paid by LGV.  Any royalties or
     profits from third party programmers will be paid exclusively to ACTV.

     Patents, Applications, and Proprietary Technology

     The Company has sought to protect the proprietary features of the
     Programming Technology it employs through patents, copyrights,
     confidentiality agreements, and trade secrets both in the United States and
     overseas.  As of the present time, the United States Patent and Trademark
     Office has issued eight patents, with five additional patents pending,
     three of which name Dr. Michael Freeman, the Company's Advanced Product
     Development Liaison, as an inventor thereof, and two of which name Dr.
     Freeman and Gregory Harper, former President - Technology Consulting Group,
     as inventors thereof.  The patents, which deal with different aspects of
     the ACTV Programming Technology, expire at various dates from 1998 to 2007.
     The patents have been pledged as collateral in connection with the
     Company's acquisition of the Post Company's interest in ACTV Interactive. 
     See "Consolidation of Educational Partnership into ACTV."

     Corresponding patents for some of the above U.S. patents have been granted
     or are pending in Canada, Japan, Australia and the European Patent Office. 
     When a patent is granted by the European Patent Office, and upon the filing
     of appropriate translations, protection will be available in the designated
     European countries.  The Company believes such patents will strengthen its
     competitive position in the aforementioned countries.

     Dr. Freeman and Mr. Harper have assigned to the Company all right, title,
     and interest in and to the above US patents and any corresponding foreign
     patents or applications based thereon.  In addition, Dr. Freeman and Mr.
     Harper have agreed to assign to the Company the rights and title in and to
     all future patents and applications, and any corresponding foreign patents
     or application relating to the ACTV Programming Technology.  The patents
     have been assigned to collateralize certain obligations of the Company.  

     There can be no assurance that the patents held by the Company are
     enforceable, particularly in view of the high cost of patent litigation,
     nor can there be any assurance that the Company will derive any competitive
     advantages therefrom.  To the extent that patents are not issued for any
     other products developed by the Company, the Company would be subject to
     more competition.  The issuance of patents may be insufficient to prevent
     competitors from essentially duplicating the Company's products by
     designing around the patented aspects.  In addition, there can be no
     assurance that the Company's products will not infringe on patents owned by
     others, licenses to which may not be available to the Company, nor that
     competitors will not develop functionally similar products outside the
     protection of any patents the Company has or may obtain.

     The Company requires each of its employees, consultants and advisors to
     execute a confidentiality and assignment of proprietary rights agreement
     upon the commencement of 

                                          15
employment or a consulting relationship with the Company.  These
     arrangements generally provide that all inventions, ideas, and improvements
     made or conceived by the individual arising out of the employment or
     consulting relationship shall be the exclusive property of the Company. 
     This information shall be kept confidential and not disclosed to third
     parties, except by consent of the Company or in other specified
     circumstances.  There can be no assurance, however, that these agreements
     will provide effective protection for the Company's proprietary information
     in the event of unauthorized use or disclosure of such information.

     Competition

     The development of interactive television applications is highly
     competitive.  The Company competes within the television industry with many
     other applications which may be considered interactive.  Moreover, the
     Company also competes with other forms of entertainment and educational
     programming, many of which are much more established, including standard
     television programming and the rapidly growing CD-ROM market.  Among the
     Company's competitors in both the area of interactive television and in
     other media are companies that have greater financial, technical and
     marketing resources than the Company.

     At the present time, there are a number of different interactive television
     applications that have been developed or are under development by others
     which might be considered to be competitive with the Company's Programming
     Technology.  These other interactive applications in general are delivered
     via cable television, or through play-along devices that are attached to
     the television.  To the best of the Company's knowledge, none of the point
     to multi-point systems based on these technologies allow the viewer to
     affect what is seen on the television in the same manner or to the extent
     of the ACTV Programming Technology.

     The new interactive television applications principally fit in six primary
     categories:  (1) information and channel guide services, (2) transactional
     services, (3) quantity/video-on-demand, (4) separate device play-along, (5)
     video games and (6) individualized TV.

     ACTV fits in the individualized TV category. Only individualized television
     allows every television viewer to interact personally with and change the
     TV program itself. Within the limits of the programmed choices, each sports
     fan can watch the action the way he or she chooses, and each child receives
     individual instructions based on his or her own response to the on-screen
     teacher.  Individualized television technology is the only technology that
     uses traditional filmed entertainment where the program itself is
     interactive.  

     ACTV's process of creating individualized television programming involves
     viewer selection from a multiple number of frame-synchronized video,
     graphics, and/or audio signals delivered at one time.  The viewer sees
     and/or hears only one of the signals at a given moment; the other signals
     are transparent.  Using a remote control, the viewer interacts with the
     television by making selections or decisions called for by the specially-
     prepared programming.  Based on a viewer's inputs, the ACTV Programming
     Technology, which uses a microprocessor, automatically switches at pre-
     determined intervals between various segments of the multiple signals.  The
     viewer cannot detect when such a switch takes place because it occurs
     instantly and with frame accuracy.

     The results appear seamless and uninterrupted -- for the viewer the
     programming is completely individualized.  Although an individualized
     program and its associated branches are taped in a normal linear fashion,
     the program, when shown, has thousands of possible segment 

                                          16
combinations available for each viewer to experience.  The particular
     version one sees is based on individually selected preferences and inputs. 
     An unlimited number of independent viewers can interact with an ACTV
     Program simultaneously.  See "ACTV Programming Technology."

     A summary of each of the other interactive application follows:

     1)     Information and Channel Guide Services  This form of interactivity
            --------------------------------------
     enables the television to serve as a tool for information accessibility and
     retrieval.  The most immediate application is for channel guide services,
     which allow viewers to easily determine the locations of programs in an
     expanded channel universe.  Information services include access to large
     external text and graphic information databases, such as those provided by
     America On-Line and Prodigy.

     2)     Transactional Services  This application allows the television
            ----------------------
     viewer to purchase merchandise displayed on-screen by pressing a button on
     his or her remote control.  Transactional services could be in the form of
     a home shopping program or an addendum to a commercial.  Through their
     television sets, viewers may receive video, still pictures, text or audio
     about the selected products.

     3)     Quantity/Video on Demand  Cable systems that incorporate digital
            ------------------------
     television delivery may be able to offer as many as 500 or more channels. 
     Programs transmitted digitally can be randomly accessed through menu
     selection items.  Extensive pay-per-view movies could be made available,
     popular shows might be aired at many different starting times, and the
     viewer could purchase, on an a la carte basis, television shows following
     their initial air date on broadcast or cable TV.

     4)     Separate Device Play-Along  This application allows viewers to play
            --------------------------
     along with television programs such as game shows or sporting events.  The
     viewer has a separate controller that receives information about the show
     in progress, and either displays it on the controller itself, as in the
     example of Interactive Network, or overlays television pictures with text
     and/or graphics, like EON or Zing.  Players can compete with the on-screen
     contestants for prizes.  Although the TV programming itself is unchanged,
     game players at home see their results displayed on the play-along device's
     screen.

     5)     Video Games  Interactive television services will allow a user to
            -----------
     call up video games, like those now marketed by Nintendo and Sega, through
     the cable TV box.  Historically, video games have been delivered on
     cartridges inserted into special-purpose terminals attached to a television
     set.  

     Since the Company's business strategy depends in large part on its ability
     to attract joint venture partners and/or licensees, the Programming
     Technology must be more appealing to potential joint venture partners or
     licensees than other technologies which currently exist or are now under
     development or may be developed in the future.

                                          17
RISK FACTORS

     The purchase of the securities being offered hereby involves a number of
     significant risks that include, but may not be limited to, those described
     below.  Each prospective investor should carefully consider the following
     risk factors inherent in and affecting the business of the Company and this
     Offering before making an investment decision.

     1.     Operating Losses to Date.  The Company has operated at a loss
     through the date of this Prospectus.  The Company's net losses for the six
     months ended June 30, 1995 and 1994 (the "June 1995 period" and the "June
     1994 period," respectively) were $3,348,699 and $2,336,105, respectively. 
     The June 1995 Period includes an extraordinary gain of $94,117 while the
     June 1994 period includes an extraordinary gain of $231,845.  The Company
     had net losses of $4,465,240 in the fiscal year ended December 31, 1994
     ("Fiscal 1994"), $4,156,955 in the fiscal year ended December 31, 1993
     ("Fiscal 1993"), and $2,778,085 in the fiscal year ended December 31, 1992
     ("Fiscal 1992").  Through June 30, 1995, the Company had an accumulated
     deficit of approximately $26,900.000.  To date, the Company has had limited
     revenues, including revenues of $541,552 in the June 1995 period, $938,416
     in Fiscal 1994, $164,602 in Fiscal 1993, and $532,596 in Fiscal 1992. 

     The increase in revenues in Fiscal 1994 was partially the result of the
     Company's including for the period March 11 to December 31 of Fiscal 1994
     all education sales, which were reported for Fiscal 1993 by ACTV
     Interactive, a partnership in which ACTV held a 49% interest from July 14,
     1992 to March 11, 1994.  ACTV Interactive's gross sales were $839,165 in
     Fiscal 1993, compared with $348,473 for the period from July 14, 1992, the
     partnership formation date, to December 31, 1992.  ACTV Interactive's
     results were accounted for under the equity method of accounting.

     There can be no assurance that the Company will generate significant
     revenues or achieve profitability in the future. 

     2.     Unproven Business Strategy.   Other than the activities of ACTV
     Interactive, the Company's prior activities in the education market and the
     arrangement with LGV in the entertainment market, the Company has not had
     significant sales of the Programming Technology.  While ACTV has recently
     consummated its first sale of the new distance learning technology, there
     can be no assurance that the results of this project will support the
     continuation of the project or lead to other sales.  Also, while the
     Company has recently entered into agreements with a large regional cable
     sports network, a national news service, and a cable operator to create a
     Los Angeles-based programming service, which was launched in mid-1995,
     there can be no assurance that these agreements will result in the
     development of a commercially successful programming service.  In addition,
     the Company is dependent on co-ventures or licenses with third parties to
     produce ACTV Programs and the Company will be required to demonstrate a
     market for such programs.  There can be no assurance that co-venturers or
     licensees, or ACTV's direct sales force will succeed in marketing the ACTV
     Programs.  See "THE COMPANY - Entertainment." 

     Furthermore, the likelihood of the success of the Company must be
     considered in light of the problems, costs, difficulties and delays
     encountered in connection with the operation of a business, the operations
     of which consist of the development and commercialization of new and

                                          18
unproven technologies, and the competitive environment in which the Company
     operates.  Accordingly, there can be no assurance that the Company will
     successfully market the Programming Technology or operate on a profitable
     basis.  See "THE COMPANY."

     3.     Possible Need for Additional Financing.  To date, the Company's
     capital requirements to develop the Programming Technology, produce ACTV
     Programming, develop marketing approaches and strategic alliances, and to
     cover costs of selling and general and administrative expenses, have been
     significant, resulting in an accumulated deficit as of June 30, 1995 of
     approximately $26,900,000.  The Company could receive proceeds of up to
     $200,000 if the Options underlying shares that are being registered hereby
     are exercised, however there can be no assurance that the Options will be
     exercised.  The Company believes it has sufficient resources to fund its
     operations at least through the next twelve month period.  However, if the
     Company's assumptions and beliefs prove to be incorrect, the Company may
     require additional financing during this period.  In the event that the
     Company does require additional financing, the Company has no agreements,
     arrangements or understanding to obtain such additional financing. 

     4.     Patents and Proprietary Information.  The Company has obtained
     patents covering certain aspects of the Programming Technology and has
     patents pending with respect to other developments or enhancements thereof.
     However, there can be no assurance (i) that patents applied for will be
     granted, (ii) that the patents the Company owns or has rights to or that
     may be granted or obtained by the Company in the future will be enforceable
     or will provide the Company with meaningful protection from competition,
     (iii) that any products developed by the Company will not infringe any
     patent or rights of others, or (iv) that the Company will possess the
     financial resources necessary to enforce any patent rights which it holds. 
     See "THE COMPANY -- Patents, Applications and Proprietary Information."

     The Company requires each of its employees, consultants and advisors to
     execute a confidentiality and assignment of proprietary rights agreement
     upon the commencement of employment or a consulting relationship with the
     Company.  These arrangements generally provide that all inventions, ideas
     and improvements made or conceived by the individual arising out of the
     employment or consulting relationship shall be the exclusive property of
     the Company.  This information shall be kept confidential and not disclosed
     to third parties except by consent of the Company or in other specified
     circumstances.  There can be no assurance, however, that these arrangements
     will provide effective protection of the Company's proprietary information
     in the event of unauthorized use or disclosure of such information.

     5.     Technological Obsolescence; Research and Development.  The Company
     is engaged in a field characterized by extensive research efforts and
     rapid, significant technological change.  There can be no assurance that
     research or development by others will not render the Programming
     Technology obsolete or that the limited research and development performed
     by the Company will continue or will be successful.  In 1994, research and
     development costs totaled $476,155 and were primarily related to
     development of a new analog/digital two-way distance learning system.  The
     Company believes that it may be required to expend approximately $140,000
     during the remainder of 1995 to facilitate the completion of current
     research and development projects, relating primarily to development of the
     distance learning system.  There can be no assurance that the new distance
     learning system can be deployed on a timely basis, or that once deployed,
     it will function satisfactorily.  If the Company determines that additional
     research and development is required, there can be no assurance that the 

                                          19
Company will have sufficient funds or access to additional funds to engage
     in substantial additional research and development.  See "THE COMPANY --
     Research and Development."

     6.     Possible Shortage of Available Channels for In-Home Cable
     Applications.  In order for the ACTV Programming Technology to be used over
     cable TV for the in-home market, it must compete for channel space on cable
     systems, many of which have limited available channel capacity.  Although a
     simpler form of interactivity can be achieved by the Company's using one
     channel of band-width, the more sophisticated applications of ACTV
     Programming currently require four channels of band-width.  There is no
     assurance that cable operators will devote a sufficient number of channels
     of band-width to the Programming Technology in the future.  Nor is there
     any assurance that the Company will be able to expand, unless cable systems
     continue to upgrade and increase their channel capacity by using a form of
     "compression technology," whereby the digitalization of the information
     required to produce a television picture reduces the channel capacity
     required for programming that incorporates the Programming Technology. 
     Presently proposed compression technology under development would enable
     the Company to use the more complex applications of the Programming
     Technology on one or two channels of band-width.  The costs associated with
     such compression technology may result in substantial additional costs to
     cable operators.  The Company believes, although there can be no assurance,
     that the cable industry is, in general, moving in the direction of
     increasing channel capacity; however, the Company's management cannot
     currently quantify such additional costs, which may adversely affect the
     Company's future operations.  The Company is continuing its investigation
     of various compression techniques.  See "THE COMPANY." 

     7.     Dependence Upon Licensees and Joint Venturers.  The Company has
     adopted as a business strategy the exploitation of the Programming
     Technology through licensing, the arrangement of joint ventures and by
     means of a direct sales force.  While the Company has established a direct
     sales force of five employees and several distributors, and intends to
     increase its direct sales forces, the Company will continue to be, in
     substantial part, dependent upon the ability of its licensees and
     prospective joint venture partners to offer products and services that are
     commercially viable.  In addition, the Company, its licensees or joint
     venture partners will need to provide individualized programming to
     continue commercial cable operations, and they are dependent upon third
     parties for such programming.  The Company will be dependent upon its
     ability, and that of its licensees and joint venture partners, to actively
     promote and distribute the Programming Technology and the products.  There
     is no assurance that the Company's marketing strategy will be successful. 
     Further, the Company may be adversely affected by the financial and
     business considerations of its licensees and joint venture partners.

     The Company is engaged in an ongoing program designed to evaluate the
     Programming Technology as applied to the cable television market.  The
     results of such programs cannot yet be determined.  No assurance can be
     given that the results of the evaluation will be positive or that one or
     more of the markets which the Company is evaluating may prove to be viable
     for the Programming Technology.

     There is a possibility that in the structuring of future joint ventures and
     license agreements that the licensees and joint venture partners may be
     granted interests in the Company, and or any of its subsidiaries, in the
     form of equity securities or options to acquire equity securities.  See
     "THE COMPANY -- Marketing and Program Production."

                                          20
8.     Dependence upon Suppliers of Programming.  The Company is dependent
     upon the producers of linear programming that can be enhanced using the
     Programming Technology to create individualized ACTV Programs.  To date,
     the Company has entered into agreements with eight such producers, but
     there can be no assurance that such agreements will provide the Company
     with sufficient programming appropriate for enhancement, that the Company
     will be able to develop additional sources of programming, or that the
     enhanced programs can be successfully marketed in an individualized format.
     See "THE COMPANY - Marketing and Program Production."

     9.     Government Regulation.  The Company believes that neither its
     present nor any proposed commercial implementation of the ACTV Programming
     Technology on cable, DBS or MMDS will require governmental license or
     approval.  Certain broadcast application and copper pairs with ADSL may
     require governmental approval.  No assurance can be given that applicable
     laws will not change.  In the event such approval were to be required,
     there can be no assurance that the Company would be able to obtain such
     approval or the licenses required for the further implementation of the
     ACTV Programming Technology.  See "THE COMPANY - Government Regulation."

     10.    Dependence Upon Key Personnel.  The Company has been largely
     dependent upon the efforts of William C. Samuels in his roles as Chairman
     of the Board, President, Chief Executive Officer and Director of the
     Company, and David Reese as President of ACTV Entertainment and a Director
     of the Company.  The Company has entered into five-year employment
     agreements with Mr. Samuels and Mr. Reese.  The Company currently does not
     maintain "key employee" insurance on the lives of Messrs. Samuels or Reese,
     and there can be no assurance that such insurance would be available at an
     acceptable cost to the Company, should it seek to acquire such insurance in
     the future.  

     In order to compete in a marketplace with rapidly changing and expanding
     technology, the Company requires employees not only with extensive
     management experience, but also with certain technical abilities to direct
     the Company's continuing research and development efforts.  While the
     Company believes that it currently employs such personnel, and that other
     persons could be retained in such capacities, there can be no assurance
     that if the Company were required to replace such personnel, it could
     readily do so, or that, even if such qualified replacements were retained,
     the development of the Company's business would not be delayed.  See "THE
     COMPANY -- Research and Development."

     11.    Competition.  The Programming Technology competes with many other
     forms of entertainment, education and information dissemination, many of
     which are significantly more established, including the standard television
     industry, the movie industry, cable television, programming services and
     other forms of entertainment.  There can be no assurance that products and
     services incorporating the Programming Technology will ever be established
     in the marketplace in a significant enough manner to make the Company
     profitable.

     In addition, the Programming Technology may compete with other technologies
     described as interactive television, some of which may be developed or
     promoted by companies with resources significantly greater than the
     Company's.  See "THE COMPANY -- Competition."

                                          21
12.    Dependence on Equipment Suppliers.  The Company does not intend
     itself to manufacture set-top converters, terminals, video servers, or
     other interactive devices.  Currently, in the entertainment market, the
     Videoway terminal manufactured through LGV is the only ACTV-compatible set-
     top converter available to potential distributors of ACTV Programming.  The
     Company intends to grant licenses similar to the one granted to LGV to
     other manufacturers that are selected by the future distributors of ACTV
     Programming.  All of the ACTV classroom and distance learning systems which
     incorporate the Programming Technology and are sold by ACTV in the
     education market are manufactured by KDI Precision Products, Inc. ("KDI"). 
     While the Company believes that KDI can produce sufficient systems to meet
     the anticipated needs of ACTV in the education marketplace, in the event
     that KDI were unable to supply the systems, there can be no assurance that
     the Company could produce sufficient systems or obtain sufficient systems
     from another manufacturer at an acceptable price.  The inability of ACTV to
     obtain systems would have a material adverse effect on the business of the
     Company.  There is no assurance that the Company will be successful in
     developing additional manufacturing licenses for the entertainment and
     education markets; the failure of the Company to do so would have a
     material adverse effect on the business of the Company.  See "THE COMPANY -
     Set Top Converters, Terminals and Other Interactive Devices."

     13.    Potential Effect of Default Under Promissory Note.  On March 11,
     1994, in partial payment for the Company's purchase of the Post Company's
     51% interest in ACTV Interactive for consideration of $4.5 million, the
     Company issued to the Post Company a $2 million promissory note (the "New
     Note").  The principal value of the New Note has been paid in full as of
     the date of this Prospectus, but the Company continues to accrue
     approximately $229,000 of interest payable as of October 1, 1995.  Payment
     of interest is due December 31, 1996.

     The interest payable under the New Note is secured pursuant to a security
     agreement through which the Post Company acquired a security interest in
     and lien with respect to all of the Company's existing United States
     patents and pending applications.  In the event of a default by the Company
     under the New Note and foreclosure by the Post Company of the collateral
     pledged under the security agreement, the Company will be materially and
     adversely affected.

     14.    No Assurance of Public Market for Securities.  Although the
     Company's Common Stock is quoted on NASDAQ and listed on the Boston Stock
     Exchange, there can be no assurance that the Company will be able to
     maintain such quotation or listing, or that, if maintained, a significant
     public market will be sustained.  For continued listing on NASDAQ, the
     Company is required to maintain a minimum stockholders' equity of
     $1,000,000 and assets of $2,000,000.  The Boston Stock Exchange's
     maintenance criteria require the Company to have total assets of at least
     $1,000,000 and total stockholders' equity of at least $500,000.  At June
     30, 1995, the Company had stockholders' equity of $4,131,249 and assets of
     $7,938,488.  The Company has continued to operate at a loss through the
     date of this Prospectus.

     In the event the Common Stock were delisted from NASDAQ, trading, if any,
     would be conducted on the Boston Stock Exchange and in the over-the-counter
     market on the NASD's electronic bulletin board, in what are commonly
     referred to as the "pink sheets."  As a result, an investor may find it
     more difficult to dispose of, or to obtain accurate quotations as to the
     price of, the Company's securities.  In addition, the Common Stock would be
     subject to Rules 15g1-15g6 promulgated under the Securities Exchange Act of
     1934 (the "Exchange Act") that 

                                          22
impose additional sales practice requirements on broker-dealers who sell
     such securities to persons other than established customers and accredited
     investors (generally, a person with assets in excess of $1,000,000 or
     annual income exceeding $200,000 or $300,000 together with his or her
     spouse).  For transactions covered by these rules, the broker-dealer must
     make a special suitability determination for the purchaser and have
     received the purchaser's written consent to the transaction prior to sale. 
     Consequently, these rules may affect the ability of broker-dealers to sell
     the Company's securities and may affect the ability of purchasers in the
     Offering to sell their securities in the secondary market.  

     The Commission has also recently adopted regulations that define a "penny
     stock" to be any equity security that has a market price (as defined) of
     less than $5.00 per share or an exercise price of less than $5.00 per
     share, subject to certain exceptions.  For any transaction involving a
     penny stock, unless exempt, the regulations require the delivery, prior to
     the transaction, of a disclosure schedule prepared by the Commission
     relating to the penny stock market.  The broker-dealer must also disclose
     the commissions payable to both the broker-dealer and the registered
     representative, current quotations for the securities and, if the broker-
     dealer is the sole market-maker, the broker-dealer must disclose this fact
     and the broker-dealer's presumed control over the market.  Finally, monthly
     statements must be sent disclosing recent price information for the penny
     stock held in the account and information on the limited market in penny
     stocks.

     While many NASDAQ-listed securities are covered by the definition of penny
     stock, transactions in a NASDAQ-listed security are exempt from all but the
     sole market-maker provision for (i) issuers who have $2,000,000 in tangible
     assets ($5,000,000 if the issuer has not been in continuous operation for
     three years), (ii) transactions in which the customer is an institutional
     accredited investor, or (iii) transactions that are not recommended by the
     broker-dealer.  In addition, transactions in a NASDAQ security directly
     with a NASDAQ market-maker for such security are subject only to the sole
     market-maker disclosure, and the disclosure with respect to commissions to
     be paid to the broker-dealer and the registered representative.

     Finally, all NASDAQ securities would be exempt from the recently-adopted
     regulations regarding penny stocks if NASDAQ raised its requirements for
     continued listing so that any issuer with less than $2,000,000 in net
     tangible assets or stockholders' equity would be subject to delisting. 
     These criteria are more stringent than the current NASDAQ maintenance
     requirements.

     15.    No Dividends.  The Company has not paid any cash dividends on its
     Common Stock since inception and does not intend to pay cash dividends on
     its Common Stock for the foreseeable future.   Although there are no
     restrictions on the Company's ability to pay dividends, the Company intends
     to follow a policy of retaining earnings, if any, to finance the
     development and expansion of its business. In addition, the Company is
     obligated to apply 10% of cash flow in excess of $1,000,000 generated in
     any given year to repay certain obligations. 

     16.    Preferred Stock Authorized.  The Company's Board of Directors has
     the authority, without further action of the stockholders, to issue shares
     of preferred stock which have conversion, dividend, liquidation and voting
     rights that could adversely affect holders of Common Stock or could be used
     to restrict the Company's ability to merge with or sell its assets to a
     third party, thereby preserving control of the Company by its present
     owners.  Although 

                                          23
the Company has no present intention to issue any shares of preferred
     stock, there can be no assurance that the Company will not do so in the
     future.  

     17.    Rule 144 Sales.  Of the shares of the Company's Common Stock
     presently outstanding, approximately 3,357,491 are "restricted securities"
     as that term is defined by Rule 144 promulgated under the Securities Act
     and in the future may be sold only in compliance with Rule 144 or pursuant
     to registration under the Securities Act or pursuant to another exemption
     therefrom.  For so long as the Registration Statement of which the
     Concurrent Prospectus is a part is current and effective, the shares owned
     by the selling security holders thereunder and offered thereby
     (approximately 35,000) and the shares covered by the Concurrent Prospectus
     that are issuable upon the exercise of options, warrants and SARs
     (approximately 85,000) may be sold without regard to the volume
     limitations, described below, set forth in Rule 144.  Generally, under Rule
     144, each person having held restricted securities for a period of two
     years may, every three months, sell in ordinary brokerage transactions an
     amount of shares which does not exceed the greater of one percent (1%) of
     the Company's then outstanding shares of Common Stock, or the average
     weekly volume of trading of such shares of Common Stock as reported during
     the preceding four calendar weeks.  A person who has not been an affiliate
     of the Company for at least the three months immediately proceeding the
     sale and who has beneficially owned shares of the Common Stock for at least
     three years is entitled to sell such shares under Rule 144 without regard
     to any of the limitations described above.  Of the restricted shares, a
     substantial number have been held by non-affiliates of the Company for more
     than three years or have been held by affiliates of the Company for more
     than two years.  Actual sales, or the prospect of sales by the present
     stockholders of the Company or by future holders of restricted securities
     under Rule 144, or otherwise, may, in the future, have a depressive effect
     upon the price of the Company's shares of Common Stock in any market that
     may develop therefor, and also could render difficult sales of the
     Company's securities purchased by investors herein. 

     18.    Control by Officers, Directors and Principal Stockholders.  The
     Company's officers and directors own, of record, 287,244 outstanding shares
     of Common Stock, of which 36,818 are being offered pursuant to the
     Concurrent Prospectus (not including 463,948 shares, which are being
     offered pursuant to the Concurrent Prospectus, issuable upon the exercise
     of options).  In addition, William C. Samuels, Chairman, President, Chief
     Executive Officer and a director of the Company, pursuant to a voting
     agreement, has voting control of the 2,341,334 shares of Common Stock owned
     of record by the Post Company.  In addition, pursuant to a separate voting
     agreement, Mr. Samuels has voting control of the shares owned by Dr.
     Freeman.  Consequently, Mr. Samuels has voting control over 3,170,874
     shares of Common Stock, or approximately 27.20% of the outstanding shares
     of Common Stock, assuming issuance of 352,948 shares of Common Stock upon
     exercise of options.  Accordingly, Mr. Samuels could have substantial
     influence over the affairs of the Company, including the election of
     directors.  

     19.    Possible Acquisition of Control by The Washington Post Company. 
     Beginning March 17, 1995, and for two years thereafter (subject to
     adjustment in certain circumstances), the Post Company shall have the right
     to purchase from the Company, at a price to be determined, the amount of
     shares of Common Stock necessary to bring its percentage ownership of the
     total then outstanding shares of Common Stock to 51%.  If such option is
     exercised, the right, pursuant to agreement, of William C. Samuels,
     Chairman, President and Chief Executive 

                                          24
Officer of the Company, to vote the shares owned of record by the Post
     Company will terminate, and the Post Company will be able to control the
     affairs of the Company.  

     20.    Outstanding Options and Warrants.  As of the date of this
     Prospectus, the Company had granted options and warrants to purchase an
     aggregate of 1,458,828 shares of Common Stock that had not been exercised. 
     Of the shares of Common Stock subject to these unexercised options and
     warrants, 12,000 may be purchased for between $1.00 and $2.00 per share;
     673,995 may be purchased for between $2.00 and $3.00 per share (46,000 of
     which are being offered pursuant to the Concurrent Prospectus); 365,500 may
     be purchased for between $3.00 and $4.00 per share (13,333 of which are
     being offered pursuant to the Concurrent Prospectus); 25,000 may be
     purchased for between $4.00 and $5.00 per share; and 382,333 may be
     purchased for between $5.00 to $6.00 per share (7,500 of which are being
     offered pursuant to the Concurrent Prospectus).  To the extent that the
     outstanding stock options and warrants are exercised, dilution to the
     interests of the Company's stockholders will occur.  Moreover, the terms
     upon which the Company will be able to obtain additional equity capital may
     be affected adversely, since the holders of the outstanding options and
     warrants can be expected to exercise them at a time when the Company would,
     in all likelihood, be able to obtain any needed capital on terms more
     favorable to the Company than those provided in the outstanding options and
     warrants.  

     21.    Possible Volatility of Securities Prices.  The market price of the
     Company's securities may be highly volatile, as has been the case with the
     securities of other companies engaged in high technology research and
     development.  Factors such as announcements by the Company or its
     competitors concerning technological innovations, new commercial products
     or procedures, proposed government regulations and developments or disputes
     relating to patents or proprietary rights may have a significant impact on
     the market price of the Company's securities. 

                                          25
USE OF PROCEEDS

            The Company will not receive any proceeds from the Selling
     Stockholder's sale of shares of Common Stock, but will receive the proceeds
     of the exercise of the Options.  Such proceeds will be used by the Company
     for working capital purposes.

                                          26
SELLING STOCKHOLDER

     The Selling Stockholder acquired the Shares upon exercise of Options
     granted pursuant to the Option Agreement between the Selling Stockholder
     and the Company.

     The Selling Stockholder has served as President and a Director of the
     Company since August 1, 1989, and became the Chief Executive Officer in
     1993.  He also served as Chairman of ACTV Interactive, a partnership with
     the Post Company, from July 1992 through March 1994, when the Company
     acquired the Post Company's interest in ACTV Interactive.  The Selling
     Stockholder currently serves as Chairman of the Board, President, Chief
     Executive Officer and a Director of the Company.

     The following table sets forth the (a) the name of the Selling Stockholder,
     (b) the number of shares of Common Stock beneficially owned by the Selling
     Stockholder as of September     , 1995 (c) the number of shares of Common
                                 ----
     Stock available to be acquired by the Selling Stockholder pursuant to the
     Option Agreement that is the subject of the Registration Statement of which
     this Prospectus is a part, some of which shares are being registered
     hereby, and some of which shares may be sold pursuant to this Prospectus,
     and (d) the number of shares of Common Stock and the percentage, of the
     total class of Common Stock outstanding to be beneficially owned by the
     Selling Stockholder following this offering, assuming the sale pursuant to
     this offering or otherwise of all shares of Common Stock acquired or
     acquirable by such Selling Stockholder pursuant to the Option Agreement
     that is the subject of the Registration Statement of which this Prospectus
     is a part, which shares are being registered.  There is no assurance,
     however, that the Selling Stockholder will sell any or all of the shares of
     Common Stock offered hereunder or owned by the Selling Stockholder.
Number of Shares of Common
                                                             Stock Beneficially Owned      
                                                             After this Offering               
                                                             ----------------------------------
Selling Stockholder        Beneficially Owned      Offered Hereby    Number     Percent
- -------------------        ------------------      --------------    ------     -------

William C. Samuels         3,170,874(1)            100,000           3,070,874   26.53%
-------------------

     (1)   Includes (a) 240,950 shares of Common Stock owned by Mr. Samuels, (b)
     352,948 shares of Common Stock issuable to Mr. Samuels upon the exercise of
     stock options, and (c) 2,341,334 shares of Common Stock owned by The
     Washington Post Company (the "Post Company") and 235,642 shares owned by
     Dr. Freeman, respectively, which are subject to a voting agreement with Mr.
     Samuels.  Does not include shares that may be issued by the Company upon
     the exercise of SARs.

                                          27
INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Reference is made to paragraph "Twelfth" of the Restated Certificate of
     Incorporation of the Company (Exhibit 4.1.1), which contains a provision,
     as permitted by Section 145 of the Delaware General Corporation Law, that
     eliminates the personal liability of directors to the Company and its
     stockholders for monetary damages for unintentional breach of a director's
     fiduciary duty to the Company.  This provision does not permit any
     limitation on, or elimination of the liability of a director for disloyalty
     to the Company or its stockholders, for failing to acting good faith, for
     engaging in intentional misconduct or a knowing violation of law, for
     obtaining an improper personal benefit or for paying a dividend or
     approving a stock repurchase that was illegal under the Delaware General
     Corporation Law.

     The Restated Certificate of Incorporation and By-Laws of the Company
     require the Company to indemnify directors and officers against expenses
     (including attorneys' fees), judgments, fines and amounts paid in
     settlement in connection with specified actions, suits or proceedings,
     whether civil, criminal, administrative  or investigative (other than an
     action by or in the right of the corporation (a "derivative action") if
     they acted in good faith and in a manner they reasonably believed to be in
     or not opposed to the best interests of the Company, and, with respect to
     any criminal action or proceeding, had no reasonable cause to believe their
     conduct was unlawful.  A similar standard of care is applicable in the case
     of derivative actions, except that indemnification only extends to expenses
     (including attorneys' fees) incurred in connection with defense or
     settlement of such an action.  Moreover, the Delaware General Corporation
     Law requires court approval before there can be any indemnification where
     the person seeking indemnification has been found liable to the Company.

     Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the Company pursuant to the foregoing provisions, or otherwise, the Company
     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
     Company of expenses incurred or paid by a director, officer or controlling
     person of the Company in the successful defense of any action, suit or
     proceeding) in connection with the securities being registered, the Company
     will, unless in the opinion of 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.

                                          28
PLAN OF DISTRIBUTION

     The Shares offered hereby are being sold by the Selling Stockholder as a
     principal for his own account.  The distribution of the Shares by the
     Selling Stockholder may be effected from time to time in ordinary brokerage
     transactions in the over-the-counter market at market prices prevailing at
     the time of sale or in one or more negotiated transactions at prices
     acceptable to the Selling Stockholder.  The brokers or dealers through or
     to whom the Shares may be sold may be deemed underwriters of the Shares
     within the meaning of the Securities Act, in which event all brokerage
     commissions or discounts and other compensation received by such brokers or
     dealers may be deemed to be underwriting compensation.  The Company will
     bear all expenses of the offering, except that the Selling Stockholder will
     pay any applicable brokerage fees or commissions and transfer taxes.  In
     order to comply with the securities laws of certain states, if applicable,
     the Shares will be sold only through registered or licensed brokers or
     dealers.  In addition, in certain states, the Shares may not be sold unless
     they have been registered or qualified for sale in such state or an
     exemption from such registration or qualification requirement is available
     and is complied with.

                                          29
LEGAL MATTERS

     Certain legal matters, including the legality of the issuance of the shares
     of Common Stock offered by the Company, are being passed upon for the
     Company by Gersten, Savage, Kaplowitz & Curtin, LLP, 575 Lexington Avenue,
     New York, New York 10022.  Jay M. Kaplowitz, a member of Gersten, Savage,
     Kaplowitz & Curtin, LLP has been a director of the Company since  1989. 
     Mr. Kaplowitz owns 2,000 shares of the Company's Common Stock and other
     options to purchase 25,000 shares, and Sheila Kaplowitz, his wife, owns
     22,500 shares of Common Stock.  Edward Curtin, a member of the firm of
     Gersten, Savage, Kaplowitz & Curtin, LLP, owns 2,000 shares of Common Stock
     of the Company and Jill Curtin, his wife, also owns 2,000 shares of Common
     Stock of the Company.  

                                          30
EXPERTS

     The consolidated financial statements of ACTV and its subsidiaries
     incorporated in this Prospectus by reference to the Company's Annual Report
     on Form 10-K for the year ended December 31, 1994 have been audited by
     Deloitte & Touche LLP, independent auditors, as stated in their report,
     which is incorporated herein by reference, and have been so incorporated in
     reliance upon the report of such firm given upon their authority as experts
     in accounting and auditing.

                                          31
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                  --------------------------------------------------

     Item 3.         Incorporation of Documents by Reference
     ------

     The following documents filed by the Company with the Commission are
     incorporated herein by reference:

            (1) The Company's Registration Statement on Form S-1 (File No. 33-
                34618) which became effective on May 4, 1990.

            (2) Annual Report on Form 10-K for the year ended December 31,
                1994.

            (3) Annual Report on Form 10-K/A-1 for the year ended December 31,
                1994.

            (4) Quarterly Report on Form 10-Q for the quarterly period ended
                March 31, 1995.

            (5) Quarterly Report on Form 10-Q for the quarterly period ended
                June 30, 1995.

     In addition to the foregoing, all documents subsequently filed by the
     Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
     prior to the filing of a post-effective amendment indicating that all of
     the securities offered hereunder have been sold or deregistering all
     securities then remaining unsold shall be deemed to be incorporated by
     reference in this Prospectus and to be part hereof from the date of filing
     of such documents.

     Any statement contained in a document incorporated or deemed to be
     incorporated by reference in this Prospectus shall be deemed to be modified
     or superseded for purposes of this Prospectus to the extent that a
     statement contained herein or in any subsequently filed document which also
     is or is deemed to be incorporated by reference herein modifies or
     supersedes such statement.  Any statement so modified or superseded shall
     not be deemed, except as so modified or superseded, to constitute a part of
     this Prospectus.  All information appearing in this Prospectus is qualified
     in its entirety by the information and financial statements (including
     notes thereto) appearing in the documents incorporated herein by reference,
     except to the extent set forth in the immediately preceding statement.

     The Company will provide without charge to each person to whom a copy of
     this Prospectus is delivered, upon the oral or written request of such
     person, a copy of any document incorporated in this Prospectus by
     reference, except exhibits to such information, unless such exhibits are
     also expressly incorporated by reference herein.  Requests for such
     information should be directed to ACTV, Inc., 1270 Avenue of the Americas,
     New York, New York 10020, Attention:  Secretary, telephone number (212)
     262-2570.

                                         II-1
Item 4.    Description of Securities
     ------

     The Common Stock of the Company is registered under Section 12 of the
     Securities Exchange Act of 1934.

     Item 5.    Interests of Named Experts and Counsel
     ------

     Certain legal matters, including the legality of the issuance of the shares
     of Common Stock offered by the Company, are being passed upon for the
     Company by Gersten, Savage, Kaplowitz & Curtin, LLP, 575 Lexington Avenue,
     New York, New York 10022.  Jay M. Kaplowitz, a member of Gersten, Savage,
     Kaplowitz & Curtin, LLP has been a director of the Company since 1989.  Mr.
     Kaplowitz owns 2,000 shares of the Company's Common Stock and other options
     to purchase 25,000 shares, and Sheila Kaplowitz, his wife, owns 22,500
     shares of Common Stock.  Edward Curtin, a member of the firm of Gersten,
     Savage, Kaplowitz & Curtin, LLP, owns 2,000 shares of Common Stock of the
     Company and Jill Curtin, his wife, also owns 2,000 shares of Common Stock
     of the Company.  

     Item 6.    Indemnification of Directors of Officer
     ------

     Reference is made to paragraph "Twelfth" of the Restated Certificate of
     Incorporation of the Company (Exhibit 4.1.1), which contains a provision,
     as permitted by Section 145 of the Delaware General Corporation Law, that
     eliminates the personal liability of directors of the Company and its
     stockholders for monetary damages for unintentional breach of a director's
     fiduciary duty to the Company.  This provision does not permit any
     limitation on, or elimination of the liability of a director for disloyalty
     to the Company or its stockholders, for failing to acting good faith, for
     engaging in intentional misconduct or a knowing violation of law, for
     obtaining an improper personal benefit or for paying a dividend or
     approving a stock repurchase that was illegal under the Delaware General
     Corporation Law.

     The Restated Certificate of Incorporation and By-Laws of the Company
     require the Company to indemnify directors and officers against expenses
     (including attorneys' fees), judgments, fines and amounts paid in
     settlement in connection with specified actions, suits or proceedings,
     whether civil, criminal, administrative  or investigative (other than an
     action by or in the right of the corporation (a "derivative action") if
     they acted in good faith and in a manner they reasonably believed to be in
     or not opposed to the best interests of the Company, and, with respect to
     any criminal action or proceeding, had no reasonable cause to believe their
     conduct was unlawful.  A similar standard of care is applicable in the case
     of derivative actions, except that indemnification only extends to expenses
     (including attorneys' fees) incurred in connection with defense or
     settlement of such an action.  Moreover, the Delaware General Corporation
     Law requires court approval before there can be any indemnification where
     the person seeking indemnification has been found liable to the Company.

     Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the Company pursuant to the foregoing provisions, or otherwise, the Company
     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 

                                         II-2
(other than the payment by the Company of expenses incurred or paid by a
     director, officer or controlling person of the Company in the successful
     defense of any action, suit or proceeding) in connection with the
     securities being registered, the Company will, unless in the opinion of
     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.

     Item 7.    Exemption from Registration Claimed 
     ------

     Not Applicable.

     Item 8.    Exhibits
     ------

     4.1.1  Restated Certificate of Incorporation(1)

     4.1.2  Amendment to Certificate of Incorporation(1)

     4.2.1  By-Laws(1)

     4.3    Option Agreement, as amended August 1, 1989, by and between the
            Company and William C. Samuels(2)

     5.     Opinion of Gersten, Savage, Kaplowitz & Curtin, LLP(2)

     10.1   Employment Agreement, dated August 1, 1995, between the Company and
            William C. Samuels(2)

     10.2   Employment Agreement, dated August 1, 1995, between the Company and
            David Reese(2)

     10.3   Agreement, dated August 16, 1995, between the Company and Cable
            News Network, Inc.(2)

     24.1   Consent of Deloitte & Touche LLP(2)

     24.2   Consent of Gersten, Savage, Kaplowitz & Curtin, LLP (included in
            Exhibit 5)(2)

     _______________

            (1) Incorporated by reference to the Company's Registration
                Statement on Form S-1 (File No. 33-34618) which became
                effective on May 4, 1990.

            (2) Filed herewith.

                                         II-3
Item 9.    Undertakings
     ------

     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:

            (i)     To include any prospectus required by section 10(a)(3) of 
                    the Securities Act of 1933;

            (ii)    To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    in the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement; and 

            (iii)   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.

     (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.

     Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers, and controlling persons of
     the Company pursuant to the foregoing provisions, or otherwise, the Company
     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
     Company of expenses incurred or paid by a director, officer, or controlling
     person of the Company 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 Company will, unless
     in the opinion of 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 Securities Act of 1933 and will be governed by the final adjudication
     of such issue.

                                         II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
     certifies that it has reasonable grounds to believe that it meets all of
     the requirements for filing on Form S-8/S-3 has duly caused this
     registration statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of New York and State of New York on
     the 4th day of October, 1995.

                                                 ACTV, INC.

                                       By:  /s/ William C. Samuels
                                            -------------------------
                                             William C. Samuels
                                             President, Chief Executive
                                             Officer and Director         
                           

     Pursuant to the requirements of the Securities Act of 1933, this Form S-
     8/S-3 registration statement has been signed by the following persons in
     the capacities and on the date indicated.
Signature                                     Title                               Date
     ---------                                     -----
/s/ William C. Samuels           Chairman of the Board, President             October 4, 1995
     -------------------------         Chief Executive Officer and Director
     William C. Samuels                

      /s/ David Reese                  President, ACTV  Entertainment, Inc. and     October 4, 1995
     -------------------------                         Director
     David Reese                       

      /s/ Christopher C. Cline         Vice President Chief Financial               October 4, 1995
     -------------------------             Officer and Secretary
     Christopher C. Cline       

      /s/ Jay M. Kaplowitz                             Director                     October 4, 1995
     -------------------------
     Jay M. Kaplowitz

      /s/ Richard Hyman                                Director                     October 4, 1995
     -------------------------
     Richard Hyman

                                                       Director                              , 1995
     -------------------------                                                       -------
     Howard Squadron                      

     *By:   /s/ William C. Samuels                                                  October 4, 1995
           -------------------------
            William C. Samuels
            Attorney-in-fact
EXHIBIT INDEX

     4.3    Option Agreement, as amended August 1, 1989, by and between the 
            Company and William C. Samuels.

     5.     Opinion of Gersten, Savage, Kaplowitz & Curtin, LLP

     10.1   Employment Agreement, dated August 1, 1995, between the Company and
            William C. Samuels

     10.2   Employment Agreement, dated August 1, 1995, between the Company and
            David Reese

     10.3   Agreement, dated August 16, 1995, between the Company and Cable
            News Network, Inc.

     24.1   Consent of Deloitte & Touche LLP

     24.2   Consent of Gersten, Savage, Kaplowitz & Curtin, LLP (included in
            Exhibit 5)