UNITED STATES
         SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C.  20549

                    SCHEDULE 13G
                  (RULE 13d - 102)

Information to be included in statements filed pursuant to
13d-1(b), (c) and (d) and amendments thereto filed pursuant to
13d-2(b)
(Amendment No.     )*

ACTV, Inc. 
(Name of Issuer)

Common Stock, $.10 par value
(Title of Class of Securities)

00088E00
(CUSIP Number)

Harold I. Steinbach, Esq., Kleinberg, Kaplan, Wolff & Cohen,
P.C., 551 Fifth Avenue, 18th Floor, New York, New York  10176,
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

November 13, 1998
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:

 Rule 13d-1(b)
 Rule 13d-1(c)
 Rule 13d-1(d)
Note:  Six copies of this statement, including all exhibits,
should be filed with the Commission.  See Rule 13d-7(b) for
other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.

The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).

(Continued on the Following Pages)
(Page 1 of 10 pages)
1.   NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
     ONLY)
          Elliott Associates, L.P., a Delaware Limited
          Partnership

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) 
     (b) 

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION
          Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH

5.   SOLE VOTING POWER

          1,667,473 

6.   SHARED VOTING POWER

          0

7.   SOLE DISPOSITIVE POWER

          1,667,473

8.   SHARED DISPOSITIVE POWER

          0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON

          1,667,473

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
     EXCLUDES CERTAIN SHARES* 

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          5.70%

12.  TYPE OF REPORTING PERSON*

          PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10
(INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS
APPLICABLE), AND THE SIGNATURE ATTESTATION.

1    NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
     ONLY)

          Westgate International, L.P., a Cayman Islands
          Limited Partnership

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) 
     (b) 

3    SEC USE ONLY

4    CITIZENSHIP OR PLACE OF ORGANIZATION

          Cayman Islands, British West Indies

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH

5    SOLE VOTING POWER

          0

6    SHARED VOTING POWER

          1,580,680

7    SOLE DISPOSITIVE POWER

          0

8    SHARED DISPOSITIVE POWER

          1,580,680

9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON

          1,580,680

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
     EXCLUDES CERTAIN SHARES* 

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          5.42%

12   TYPE OF REPORTING PERSON*

          PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10
(INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS
APPLICABLE), AND THE SIGNATURE ATTESTATION.

1    NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
     ONLY)

          Martley International, Inc., a Delaware corporation

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) 
     (b) 

3    SEC USE ONLY

4    CITIZENSHIP OR PLACE OF ORGANIZATION
          Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH

5    SOLE VOTING POWER

          0

6    SHARED VOTING POWER

          1,580,680

7    SOLE DISPOSITIVE POWER

          0
          
8    SHARED DISPOSITIVE POWER

          1,580,680

9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON

          1,580,680

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
     EXCLUDES CERTAIN SHARES* 

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          5.42%

12   TYPE OF REPORTING PERSON*
          CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10
(INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS
APPLICABLE), AND THE SIGNATURE ATTESTATION.

ITEM 1(a).Name of Issuer:

     ACTV, Inc. ("Issuer")

Item 1(b).Address of Issuer's Principal Executive Offices:

     1270 Avenue of the Americas
     New York, New York 10020 

Item 2(a).  Name of Persons Filing:

          The names of the persons filing this statement on
     Schedule 13G are:  Elliott Associates, L.P., a Delaware
     limited partnership, and its wholly-owned subsidiaries
     ("Elliott"), Westgate International, L.P., a Cayman
     Islands limited partnership ("Westgate"), and Martley
     International, Inc., a Delaware corporation ("Martley"). 
     Paul E. Singer ("Singer") and Braxton Associates, L.P., a
     Delaware limited partnership ("Braxton LP"), which is
     controlled by Singer, are the general partners of Elliott. 
     Hambledon, Inc., a Cayman Islands corporation
     ("Hambledon"), is the sole general partner of Westgate. 
     Martley is the investment manager for Westgate.  Martley
     expressly disclaims equitable ownership of and pecuniary
     interest in any Common Stock.

Item 2(b).Address of Principal Business Office or, if None,
          Residence:
ELLIOTT

          The business address of Elliott is 712 Fifth
     Avenue, 36th Floor, New York, New York 10019.

SINGER

          The business address of Singer is 712 Fifth Avenue,
     36th Floor, New York, New York 10019.

BRAXTON LP

          The business address of Braxton LP is 712 Fifth
     Avenue, 36th Floor, New York, New York 10019.

WESTGATE

          The business address of Westgate is Westgate
     International, L.P., c/o Midland Bank Trust Corporation
     (Cayman) Limited, P.O. Box 1109, Mary Street, Grand
     Cayman, Cayman Islands, British West Indies.

HAMBLEDON

          The business address of Hambledon is
     Hambledon, Inc., c/o Midland Bank Trust Corporation
     (Cayman) Limited, P.O. Box 1109, Mary Street, Grand
     Cayman, Cayman Islands, British West Indies.

MARTLEY

          The business address of Martley is 712 Fifth Avenue,
     36th Floor, New York, New York 10019.  

Item 2(c).Citizenship:

          Elliott is a limited partnership formed under the
     laws of Delaware.

          Westgate is a limited partnership formed under the
     laws of the Cayman Islands, British West Indies.

          Martley is a corporation formed under the laws of
     Delaware.

Item 2(d).Title of Class of Securities

     Common Stock, $.10 par value ("Common Stock").

Item 2(e).CUSIP Number:  00088E104

Item 3.   If This Statement is Filed Pursuant to Rule 13d-
          1(b), or 13d-2(b) or (c), Check Whether the Person
          Filing is a:

     (a)     Broker or dealer registered under Section 15 of
             the Exchange Act.

     (b)     Bank as defined in Section 3(a)(6) of the
             Exchange Act.

     (c)     Insurance company defined in Section 3(a)(19)
             of the Exchange Act.

     (d)     Investment company registered under Section 8
             of the Investment Company Act.

     (e)     An investment adviser in accordance with Rule
             13d-1(b)(1)(ii)(E).

     (f)     An employee benefit plan or endowment fund in
             accordance with Rule 13d-1(b)(1)(ii)(F).

     (g)     A parent holding company or control person in
             accordance with Rule 13d-1(b)(1)(ii)(G).

     (h)     A savings association as defined in Section
             3(b) of the Federal Deposit Insurance Act.

     (i)     A church plan that is excluded from the
             definition of an investment company under
             Section 3(c)(14) of the Investment Company Act;

     (j)     Group, in accordance with Rule
             13d-1(b)(1)(ii)(J).

     If this statement is filed pursuant to Rule 13d-1(c),
     check this box 

Item 4.   Ownership.

     Provide the following information regarding the aggregate
     number and percentage of the class of securities of the
     issuer identified in Item 1.

     (a)  Amount beneficially owned:  Elliott beneficially
          owns 830,189 shares of Common Stock outright.  In
          addition, Elliott holds warrants which are
          redeemable for 837,284 shares of Common Stock.

          Westgate beneficially owns 826,038 shares of Common
          Stock outright.  In addition, Westgate holds
          warrants which are redeemable for 754,642 shares of
          Common Stock.

          Elliott and Westgate together beneficially own
          3,248,153 shares of Common Stock.

     (b)  Percent of class:  Elliott has beneficial ownership
          of 5.70% of all outstanding shares of Common Stock. 
          Westgate and Martley together have beneficial
          ownership of 5.42% of all of the outstanding shares
          of Common Stock.  Together, the reporting persons
          have beneficial ownership of 10.83% of all of the
          outstanding shares of Common Stock.

     (c)  Number of shares as to which such person has:

          (i)  Sole power to vote or to direct the vote

                    Elliott has sole power to vote or
             direct the vote of 1,667,473 shares of Common
             Stock.

          (ii)  Shared power to vote or to direct the vote

                    Westgate and Martley together have
             shared power to vote or direct the vote of
             1,580,680 shares of Common Stock.

          (iii)  Sole power to dispose or to direct the
          disposition of

                    Elliott has sole power to dispose or
             direct the disposition of 1,667,473 shares of
             Common Stock.

          (iv)  Shared power to dispose or to direct the
          disposition of

                    Westgate and Martley together have
             shared power to dispose or direct the
             disposition of 1,580,680 shares of Common
             Stock.

             In accordance with rule 13d-1(k), the reporting
          persons have executed a Joint Filing Agreement
          annexed hereto as Exhibit A. 

Item 5.   Ownership of Five Percent or Less of a Class.

          If this statement is being filed to report the fact
          that as of the date hereof the reporting person has
          ceased to be the beneficial owner of more than five
          percent of the class of securities, check the
          following [   ].

Item 6.   Ownership of More than Five Percent on Behalf of
          Anther Person.

          Not applicable.

Item 7.   Identification and Classification of the Subsidiary
          Which Acquired the Security Being Reported on by
          the Parent Holding Company.

          Not applicable.

Item 8.   Identification and Classification of Members of the
          Group.

          Not applicable.

Item 9.   Notice of Dissolution of Group.

          Not applicable.

Item 10.  Certification.

          By signing below the undersigned hereby certifies
          that, to the best of its knowledge and belief, the
          securities referred to above were not acquired and
          are not held for the purpose of or with the effect
          of changing or influencing the control of the
          Issuer and were not acquired and are not held in
          connection with or as a participant in any
          transaction having that purpose or effect.

                      SIGNATURE

     After reasonable inquiry and to the best of its knowledge
and belief, each of the undersigned certifies that the
information with respect to it set forth in this statement is
true, complete, and correct.

Dated:              ELLIOTT ASSOCIATES, L.P.
November 23, 1998

                    By:/s/ Paul E. Singer                 
                         Paul E. Singer
                         General Partner


                    WESTGATE INTERNATIONAL, L.P.

                    By:  Martley International, Inc., as
                         Investment Manager


                    By:/s/ Paul E. Singer                  
                         Paul E. Singer
                         President


                    MARTLEY INTERNATIONAL, INC.


                    By:/s/ Paul E. Singer                  
                         Paul E. Singer
                         President

                      EXHIBIT A

               JOINT FILING AGREEMENT

     The undersigned hereby agree that the statement on
Schedule 13G with respect to the Common Stock of ACTV, Inc.,
dated November 19, 1998 is, and any further amendments thereto
signed by each of the undersigned shall be, filed on behalf of
each of the undersigned pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended.

Dated as of:  November 23, 1998

ELLIOTT ASSOCIATES, L.P. WESTGATE INTERNATIONAL, L.P.


By:/s/ Paul E. Singer         By:  Martley International,
     Paul E. Singer           Inc., as Investment
     General Partner          Manager


                              By:/s/ Paul E. Singer   
                                   Paul E. Singer
                                   President

MARTLEY INTERNATIONAL, INC.


By:/s/ Paul E. Singer          
     Paul E. Singer
     President