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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                        Date of Report: February 5, 2002
                        (Date of earliest event reported)


                                    TIVO INC.
             (exact name of registrant as specified in its charter)


         Delaware                 Commission File:           77-0463167
(State or other jurisdiction         000-27141               ----------
     of incorporation or             ---------            (I.R.S. Employer
       organization)                                     Identification No.)


                                2160 Gold Street
                                  P.O. Box 2160
                            Alviso, California 95002
          (Address of Principal executive offices, including zip code)

                                 (408) 519-9100
                                 --------------
              (Registrant's telephone number, including area code)

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ITEM 5. OTHER EVENTS

Agreements with DIRECTV, Inc.

          On February 15, 2002, we entered into a new product development
agreement and a services agreement with DIRECTV, Inc., with whom we jointly
introduced the first DIRECTV receiver with our digital video recording
technology in October of 2000. Under the terms of the new development agreement,
DIRECTV has agreed to pay us a technology development fee to develop a
next-generation advanced DIRECTV receiver based on our recently announced
Series2 digital video recording technology platform. Under this agreement,
DIRECTV has assumed primary responsibility for customer acquisition and support
for all next-generation DIRECTV receivers, as well as packaging and branding of
DIRECTV's digital video recording services. Provided that we meet our
obligations under the agreement, we will not be required to subsidize or to make
other payments to support the sale of the next-generation receivers. DIRECTV
will pay us per-account monthly fees to provide server support and limited
customer support to users of the next-generation receivers. In addition, upon
deployment of the next-generation receivers, our compensation for monthly
subscribers of current DIRECTV receivers with our digital recording service will
shift to a similar per-account monthly fee basis. The term of the product
development agreement is five years. Under the agreement, DIRECTV additionally
has the option to purchase a non-exclusive license of our digital video
recording technology. In connection with its exercise of this option, DIRECTV
would be required to pay us an upfront fee, per-unit royalties and other fees.

          Under the terms of the services agreement, DIRECTV has agreed to
distribute, under a revenue-sharing relationship, TiVo services that enable
advanced automatic recording capabilities and the delivery of promotional video
to the receiver's hard-disk drive. In exchange for our license to use the
software tools that allow DIRECTV to distribute these services directly, DIRECTV
has agreed to pay us a fee. The license is granted to DIRECTV in exchange for
the fee on an annual basis and is renewable up to four times. The term of the
services agreement is three years.

Indemnification of Sony Against Command Audio Lawsuit

          On February 5, 2002, Sony Corporation of America notified us that
Command Audio Corporation had filed a complaint against Sony Electronics, Inc.
on February 2, 2002 in the United States District Court for the Northern
District of California. The complaint alleges that, in connection with its
manufacture and sale of personal video recorders, Sony willfully and
deliberately infringed upon two patents owned by Command Audio (United States
Patent Nos. 5,590,195 ("Information Dissemination Using Various Transmission
Modes") and 6,330,334 ("Method and System for Information Dissemination Using
Television Signals")). Command Audio has requested the court award a preliminary
and permanent injunction against Sony's infringement of the patents,
compensatory and treble damages and Command Audio's costs and expenses,
including reasonable attorneys' fees. Under the terms of our agreement with Sony
governing the manufacture and distribution of certain personal video recorders
that enable the TiVo service, we are required to indemnify Sony against any and
all claims, damages, liabilities, costs and expenses relating to claims that our
technology infringes upon intellectual property rights owned by third parties.
We believe Sony has meritorious defenses against this lawsuit; however, due to
our indemnification obligations, we could be forced to incur material expenses
during this litigation, and, if Sony were to lose this lawsuit, our business
could be harmed.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including
those pertaining to the development of next-generation DIRECTV receivers, the
licensing of our software and other technology to DIRECTV and the outcome of the
Sony litigation. You can identify forward-looking statements by use of
forward-looking terminology such as "believes," "anticipates," "expects,"
"plans," "may," "will," "intends" or the negative of these words and phrases or
similar words or phrases. You can also identify forward-



looking statements by discussions of strategy, plans or intentions. Such
forward-looking statements have known and unknown risks, uncertainties and other
factors that may cause our actual results, performance or achievements to be
materially different from any results, performance or achievements expressed or
implied by such forward-looking statements. Actual results could differ
materially from those set forth in such forward-looking statements. Factors that
may cause actual results to differ materially include delays in development,
competitive service offerings and lack of market acceptance, as well as the
"Factors That May Affect Future Operating Results" and other risks detailed in
our Annual Report on Form 10-K for the period ended December 31, 2000, our
Transition Report on Form 10-K for the period ended January 31, 2001, and our
Quarterly Reports on Form 10-Q for the periods ended April 30, 2001, July 31,
2001 and October 31, 2001, filed with the Securities and Exchange Commission. We
caution you not to place undue reliance on forward-looking statements, which
reflect an analysis only and speak only as of the date of this Current Report.



                                   SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized,


                                        TIVO INC.


Date:  February 21, 2002                By: /s/ Matthew P. Zinn
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                                            Matthew P. Zinn
                                            Vice President & General Counsel