UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of earliest ~~Act~~event ofreported): ~~1934~~February 25, 2010

~~Date~~OpenTV ofCorp. ~~Report (date of earliest event reported): February 24, 2010~~

OPENTV CORP.

(Exact name of registrant as specified in its charter)

British Virgin Islands	001-15473	98-0212376
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

275 Sacramento Street


275 Sacramento Street, San Francisco, California		94111
(Address of principal executive offices)		(Zip Code)

San Francisco, California 94111

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (415) 962-5000

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~ below if ~~changed~~the ~~since~~Form ~~last report)~~8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 32.0102. ~~Notice~~Results of ~~Delisting~~Operations orand ~~Failure~~Financial ~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Condition.

~~Item~~On 8February 25, 2010, OpenTV Corp.~~01.~~ ~~Other~~(the ~~Events~~“Company”) issued a press release (the “Press Release”) in which the Company announced its financial results for the quarter and year ended December 31, 2009.

~~On February 24,~~This ~~2010,~~Form ~~OpenTV~~8-K ~~Corp.~~and ~~(“OpenTV”)~~the ~~issued~~Press aRelease ~~press~~attached ~~release~~hereto ~~announcing~~as ~~that it is redeeming all of its outstanding Class~~Exhibit A99.1 ~~ordinary~~are ~~shares,~~being ~~other~~furnished ~~than~~to ~~any such shares held by its controlling shareholder, Kudelski SA,~~the ~~and~~Securities ~~two of its subsidiaries, for $1.55 per share, without interest~~ and ~~less~~Exchange ~~applicable~~Commission ~~withholding~~under ~~taxes~~Item 2.02 ~~OpenTV~~of ~~intends~~Form ~~to complete the redemption at 5:00 p~~8-K.~~m.,~~ ~~New York City time, on March 26, 2010.~~

The ~~press~~information ~~release~~in this report, including the exhibit hereto, shall not be deemed to be “filed” asfor ~~Exhibit~~purposes ~~No.~~of Section ~~99.1~~18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to ~~this~~the ~~Current~~liabilities ~~Report~~of onthat ~~Form~~section ~~8-K~~or Sections 11 and 12(a)(2) of the Securities Act of 1933, isas ~~incorporated~~amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

In addition, on February 24, 2010, OpenTV notified the NASDAQ Stock Market of its intent pursuant to NASDAQ Marketplace Rule 5840(j) to voluntarily delist its Class A ordinary shares from The NASDAQ Global Market effective upon completion of the redemption on March 26, 2010. OpenTV intends to file a Form 25 with the Securities and Exchange Commission in order to effect the voluntary delisting of its Class A ordinary shares. The foregoing actions were authorized by the board of directors of OpenTV at a meeting held on February 22, 2010.

Item 9.01.

Financial Statements and Exhibits.

(a)	Not Applicable

(b)	Not Applicable

(c)	Not Applicable

(d) Exhibits .

Exhibit		Description
99.1		Press Release ~~dated~~issued February 2425, 2010 by the Company.

2SIGNATURE

~~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.

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 thereunto duly authorized.


Date: February 26, 2010	OPENTV CORP.

	By:	/s/ Mark Beariault
	Name:	Mark Beariault
	Title:	Senior Vice President, General Counsel

EXHIBIT INDEX

Exhibit		Description
99.1		Press Release ~~dated~~issued February 2425, 2010 by the Company.

OPENTV CORP.

Date: February 24, 2010

/s/ Mark Beariault

Mark Beariault

General Counsel

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