SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
(Amendment No. 4)
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)
March 20, 1998
(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 [ ].
(continued on following pages)
Page 1 of 5 Pages<PAGE>
CUSIP No. 0008 8E112 Schedule 13D (Amendment No. 4)
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
748,340 (See Item 5)
(8) Shared Voting Power
0
(9) Sole Dispositive Power
748,340 (See Item 5)
(10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
748,340 (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)
4.9% (See Item 5)
14) Type of Reporting Person
CO
Page 2 of 5 Pages<PAGE>
SCHEDULE 13D
AMENDMENT NO. 4
This Amendment No. 4 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. 4 amends and supplements the Statement on Schedule 13D, as
subsequently amended (the "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(a) is hereby amended by adding the following:
(a) Without giving effect to the limitation described in Item
5(a) of the Schedule 13D, as of March 20, 1998, Global was
the beneficial owner of 748,340 shares of Common Stock (by
reason of the Investors' i) right to exchange their
Preferred Stock for 669,782 shares of Common Stock and ii)
holdings of 78,558 shares of Common Stock). Based upon the
Issuer's Form 10-Q for the quarter ended September 30, 1997,
the Issuer had 14,434,612 shares of Common Stock outstanding
as of November 13, 1997. Treating as also outstanding the
669,782 shares of Common Stock for which the Investors'
Preferred Stock was exchangeable, Global would have been
deemed as of March 20, 1998 to be the beneficial owner of
4.9% of the Issuer's outstanding Common Stock.
Item 5(c) is hereby amended by adding the following:
(c) Schedule A describes each transaction in Common Stock
effected by the Investors during the sixty (60) days prior
to (and including) March 20, 1998. The sales of Common
Stock described in Schedule A occurred on the Boston Stock
Exchange.
Item 5(e) is hereby amended to read as follows:
(e) Global ceased to be the beneficial owner of more than five
percent of the Issuer's Common Stock as of March 20, 1998.
Page 3 of 5 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: March 26, 1998 GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/ John D. Brandenborg
---------------------------
Name: John D. Brandenborg
Title: Vice-President
Page 4 of 5 Pages<PAGE>
<TABLE>
<CAPTION>
SCHEDULE A
----------
Transaction Date Transacting Party Transaction Quantity Price
---------------- ----------------- ----------- -------- -----
<S> <C> <C> <C> <C>
3/20/98 Global Bermuda Conversion of 4,000 98,526 n/a
Limited Partnership shares of 5%
Cumulative Convertible
Preferred Stock into
Common Stock
3/20/98 Global Bermuda Sell 20,050 $1.679
Limited Partnership
</TABLE>
Page 5 of 5 Pages<PAGE>
