SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                 SCHEDULE 13E-4

                          ISSUER TENDER OFFER STATEMENT
      (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)

                                (Amendment No. 3)

                                ENTERACTIVE, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                ENTERACTIVE, INC.
- --------------------------------------------------------------------------------
                      (Name of Person(s) Filing Statement)

            Common Stock Purchase Warrant Expiring December 13, 2001
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                      (CUSIP Number of Class of Securities)

                                  Andrew Gyenes
                                Enteractive, Inc.
                        110 West 40th Street, Suite 2100
                            New York, New York 10018
                                 (212) 221-6559

   (Name, Address and Telephone Number of Person Authorized to Receive Notices
         and Communications on Behalf of the Person(s) Filing Statement)

                                    Copy to:

                              Steven Wolosky, Esq.
                          Kenneth A. Schlesinger, Esq.
                     Olshan Grundman Frome & Rosenzweig LLP
                                 505 Park Avenue
                               New York, NY 10022
                                 (212) 753-7200
                            Facsimile: (212) 755-1467

                                November 19, 1997
- --------------------------------------------------------------------------------
     (Date Tender Offer First Published, Sent or Given to Security Holders)


                            CALCULATION OF FILING FEE


- --------------------------------------------------------------------------------
   Transaction Valuation(1)                    Amount of Filing Fee
- --------------------------------------------------------------------------------
         $1,750,000                                $350.00
- --------------------------------------------------------------------------------

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


Amount previously paid:  350.00              Filing party:     N/A

Form or registration no.: Schedule 13E-4     Date filed:       November 26, 1997


- --------
(1)      Estimated solely for purposes of calculating the fee in accordance with
         Rule 0-11 under the Securities Exchange Act of 1934, as amended. Based
         upon the book value of the Warrants $.416, multiplied by the number of
         Warrants that the issuer, Enteractive, Inc. (the "Company") is offering
         to acquire (4,200,000) Warrants).



         This  constitutes  Amendment No. 3 ("Amendment  No. 3") to the Schedule
13E-4 filed by the  undersigned  (the  "Schedule  13E-4").  This Amendment No. 3
supplements the Schedule 13E-4 as specifically set forth. All capitalized  terms
used herein which are not otherwise defined have the meaning ascribed to them in
the Schedule 13E-4.

         This  Amendment  to  Schedule  13E-4 is being  filed to report that the
Exchange  Offer  terminated  on  February 6, 1998.  As a result of the  Exchange
Offer,   3,912,500   Warrants  were   exchanged  for   approximately   1,397,321
newly-issued  shares of Common  Stock.  The balance of 287,500  Warrants  remain
outstanding.

         The holders of Warrants who  participated  in the  Exchange  Offer also
agreed  to  delay  the  date  when  the  Class  A  Convertible  Preferred  Stock
("Preferred Stock") held by them can first be converted into Common Stock of the
Company  from  anytime  after  April 30, 1998 until any time after June 30, 1999
(the "Delayed  Conversion  Option").  In addition the redemption  feature of the
Preferred Stock has been modified so that (a) one-third of the net proceeds from
any public offering  consummated by the Company prior to January 1, 2000 will be
used to redeem the  outstanding  Preferred Stock and (b) if the closing price of
the  Company's  Common Stock is at least $6.00 for 10 trading days in any 30 day
period,  the  Company  will use its best  efforts to  complete  an  underwritten
offering of its Common Stock.

         All holders of Preferred  Stock who approved of the Delayed  Conversion
Option and the Revised  Redemption  Terms,  will,  with respect to each share of
Preferred Stock that they hold, receive a special monthly interest payment equal
to 12%  per  annum  (or 1% per  month)  of the per  share  stated  value  of the
Preferred Stock ($1,250) for the period  commencing on April 30, 1998 and ending
on the  earlier  of (i) June 30,  1999 or (ii) the  redemption,  if any,  of the
Preferred Stock.

                                       -2-


                                    SIGNATURE

         After due 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.



                                   ENTERACTIVE, INC.



                              By: /s/ Kenneth Gruber
                                  --------------------------------
                                  Name:  Kenneth Gruber
                                  Title: Chief Financial Officer

Dated:  February 13, 1998


                                       -3-