INTERACTIVE NETWORK INC /CA
DFAN14A, 2000-06-22
CABLE & OTHER PAY TELEVISION SERVICES
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                                  SCHEDULE 14A

                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

                    Proxy Statement Pursuant to Section 14(a)

Filed by the Registrant / /

Filed by a Party other than the Registrant: /X/

Check the appropriate box:

         / /      Preliminary Proxy Statement

         / /      Confidential,  for Use of the Commission Only (as permitted by
                  Rule 14a-6(e)(2))

         / /      Definitive Proxy Statement
         /X/      Definitive Additional Materials

         / /      Soliciting  Material  Pursuant  to  Section  240.14a-11(c)  or
                  Section 240.14a-12

                            INTERACTIVE NETWORK, INC.
                (Name of Registrant as Specified In Its Charter)

             INTERACTIVE NETWORK INDEPENDENT SHAREHOLDERS COMMITTEE
                   (Name of Persons(s) Filing Proxy Statement)

         Payment of Filing Fee (Check the appropriate box):

         /X/      No fee required.

         / /      Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
                  and 0-11.

         (1)      Title  of  each  class  of  securities  to  which  transaction
                  applies:

         (2)      Aggregate number of securities to which transaction applies:

         (3)      Per unit price or other underlying value of transaction
                  computed pursuant to Exchange Act Rule 0-11:


<PAGE>



         (4)      Proposed maximum aggregate value of transaction:

         (5)      Total fee paid:

         / /      Fee paid previously with preliminary materials:

         / /      Check  box if any part of the fee is  offset  as  provided  by
Exchange Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting
fee was paid previously.  Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

         (1)      Amount Previously Paid:

         (2)      Form, Schedule or Registration Statement No.:

         (3)      Filing Party:

         (4)      Date Filed:

                                       -2-



<PAGE>

             Interactive Network Independent Shareholders Committee
                                26 Woodhill Road

                               Tenafly, N.J. 07670
                             Tel No. (201) 567-4415
                             Fax No. (201) 567-4592

[                 ]
[address                             ]
[                                         ]

Re: Interactive Network Independent Shareholders Committee

Dear ___________:

I am forwarding to you the materials which we spoke of yesterday in the hope
that it might be helpful in your understanding of our position relative to your
voting the shares (Common Stock) of INTERACTIVE NETWORK, INC. owned by
______________.

I am a member of the Shareholders Committee, an advisor to and the original
underwriter of Interactive Network, and a substantial shareholder. I am
proposing an option to the shareholders which would expand the Board of Director
and nominate 5 additional people. Given the complexity and importance of the
decisions facing "your company" over the next 12 months, it was mine and the
opinion of many other shareholders, that a more experienced and diversified
representation on the Board of Directors was imperative. The Company, for some
unexplained reason deferred our request, as it feels qualified to make all these
decisions without additional assistance.

If it would be possible to discuss these issues with you in the next few days
(the annual meeting is Friday next), I would be most appreciative. Your
input and perspectives are most valued to us and we look forward to working
together with you in an effort to improve Interactive Network's opportunity for
success.

Your truly,

The Shareholders Committee

/s/ Robert H. Hesse
--------------------
Robert H. Hesse




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