SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Klugman Jeffrey L

(Last)

(First)

(Middle)

C/O TIVO, INC

2160 GOLD STREET, PO BOX 2160

(Street)

ALVISO

95002

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2006

3. Issuer Name and Ticker or Trading Symbol
TIVO INC [ tivo ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & GM, Svc Provider Div

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	29,066⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽²⁾	12/10/2011	Common Stock	94,844	$4.48	D
Stock Option (right to buy)	⁽³⁾	05/28/2013	Common Stock	20,000⁽⁸⁾	$7.93	D
Stock Option (right to buy)	⁽⁴⁾	05/03/2014	Common Stock	20,000⁽⁹⁾	$7.18	D
Stock Option (right to buy)	⁽⁵⁾	01/14/2015	Common Stock	14,376⁽¹⁰⁾	$4.44	D
Stock Option (right to buy)	⁽⁶⁾	03/02/2015	Common Stock	48,958⁽¹¹⁾	$4.14	D
Stock Option (right to buy)	⁽⁷⁾	04/22/2015	Common Stock	25,000⁽¹²⁾	$6.06	D

Explanation of Responses:

1. Included in these shares are 25,000 shares of unvested restricted stock. These 25,000 shares will become fully vested on 10/6/2006.

2. As of 2/8/2006, these shares are fully vested.

3. These shares were granted on 5/28/2003 and vest 1/48 per month for 48 months.

4. These shares were granted on 5/3/2004 and vest 1/48 per month for 48 months.

5. These shares were granted on 1/14/2005 and vest 1/24 per month for 24 months.

6. These shares were granted on 3/2/2005 and vest 1/48 per month for 48 months.

7. These shares were granted on 4/22/2005 and vest 1/48 per month for 48 months.

8. These shares consist of 13,332 shares that are vested and exercisable and 6,668 shares that have not yet been vested.

9. These shares consist of 8,749 shares that are vested and exercisable and 11,251 shares that have not yet been vested.

10. These shares consist of 6,875 shares that are vested and exercisable and 7,501 shares that have not yet been vested.

11. These shares consist of 10,416 shares that are vested and exercisable and 38,542 shares that have not yet been vested.

12. These shares consist of 4,686 shares that are vested and exercisable and 20,314 shares that have not yet been vested.

	Phyllis Mesec, Attorney-in-Fact for: Jeffrey Klugman	02/10/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.