SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
ACTV, Inc.
(Name of Issuer)
Common Stock
(Title of Class of securities)
0008 8E112
(CUSIP Number)
Richard J. Emmerich
Global Capital Management, Inc.
601 Carlson Parkway
Suite 200
Minnetonka, Minnesota 55305
(612) 476-7200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 12, 1997
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ].
(continued on following pages) <PAGE>
Page 1 of 4 Pages
CUSIP No. 0008 8E112 Schedule 13D
1) Name of Reporting Persons/S.S. or I.R.S. Identification
Nos. of Above Persons
Global Capital Management, Inc./FEIN 41-1625323
2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds
WC
5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Item 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
(7) Sole Voting Power
1,132,982 (See Item 5)
(8) Shared Voting Power
0
(9) Sole Dispositive Power
1,132,982 (See Item 5)
(10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
1,132,982 (See Item 5)
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
8.7% (See Item 5)
14) Type of Reporting Person
CO
Page 2 of 4 Pages<PAGE>
SCHEDULE 13D
AMENDMENT NO. 1
This Amendment No. 1 to the Statement on Schedule 13D
is being filed pursuant to Section 13(d) of the Securities
Exchange Act of 1934 and the rules and regulations promulgated
thereunder. This Amendment No. 1 amends and supplements the
Statement on Schedule 13D relating to the common stock, par value
$0.10 per share ("Common Stock"), of ACTV, Inc., a Delaware
corporation (the "Issuer ), previously filed by Global Capital
Management, Inc., a Delaware corporation ("Global"). Capitalized
terms used and not defined herein shall have the meanings set
forth in the Schedule 13D. Except as amended herein, the
Schedule 13D previously filed remains unchanged.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to read as follows:
(a) Without giving effect to the limitation described in
Item 5(a) of the Schedule 13D:
(1) As of June 12, 1997, Global was the beneficial
owner of 1,051,623 shares of Common Stock (by
reason of the Investors' right to exchange their
Preferred Stock for that number of shares). Based
upon the Issuer's Form 10-K for the year ended
December 31, 1996, the Issuer had 11,787,106
shares of Common Stock outstanding. Treating as
also outstanding the 1,051,623 shares of Common
Stock for which the Investors' Preferred Stock was
exchangeable, Global would be deemed as of June
12, 1997 to have been the beneficial owner of 8.2%
of the Issuer's outstanding Common Stock.
(2) As of the date hereof, Global is the beneficial
owner of 1,132,982 shares of Common Stock (by
reason of the Investors' right to exchange their
Preferred Stock for that number of shares). Based
upon the Issuer's Form 10-Q for the quarter ended
March 31, 1997, the Issuer has 11,838,734 shares
of Common Stock outstanding. Treating as also
outstanding the 1,132,982 shares of Common Stock
for which the Investors' Preferred Stock is
exchangeable, Global would be deemed as of the
date hereof to be the beneficial owner of 8.7% of
the Issuer's outstanding Common Stock.
(b) Global would have the sole power to vote and dispose of
any shares of Common Stock issued in exchange for the
Investors' Preferred Stock.
Page 3 of 4 Pages<PAGE>
(c) No transactions in Common Stock were effected by the
Investors during the sixty (60) days prior to June 12,
1997 or the date hereof.
(d) No person other than the Investors has the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any shares of
Common Stock issued in exchange for the Investors'
Preferred Stock.
(e) Not applicable.
Page 4 of 4 Pages<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: June 20, 1997 GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/ John D. Brandenborg
-----------------------
Name: John D. Brandenborg
Title: Vice-President
Page 4 of 4 Pages
