Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Zaslav David
 2. Issuer Name and Ticker or Trading Symbol
TIVO INC [TIVO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

NBC CABLE NETWORKS, 1 CNBC PLAZA, 900 SYLVAN AVENUE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


ENGLEWOOD CLIFFS, NJ 07632		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 5.02 08/05/2004   A4 25,000     (1) 08/25/2014 Common Stock
25,000
(5) 25,000
I
By NBC Universal, Inc. (2)
Stock Option (Right to Buy) $ 8.57 08/07/2003   A4 10,000     (3) 08/07/2013 Common Stock
10,000
(5) 10,000
I
By NBC Universal, Inc. (2)
Stock Option (Right to Buy) $ 2.67 08/03/2002   A4 10,000     (4) 08/03/2012 Common Stock
10,000
(5) 10,000
I
By NBC Universal, Inc. (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zaslav David
NBC CABLE NETWORKS
1 CNBC PLAZA, 900 SYLVAN AVENUE
ENGLEWOOD CLIFFS, NJ 07632		   X      

Signatures

/s/ David Zaslav 03/04/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) The option becomes exercisable in twenty-four (24) equal monthly installments beginning on August 5, 2004, and continuing thereafter on each monthly anniversary of the grant date specified in Column 3.
(2) Pursuant to an agreement with NBC Universal, Inc. (fka National Broadcasting Company, Inc.) ("NBCU") of which Mr. Zaslav is an Executive Vice President. Mr. Zaslav holds any options that he receives from TiVo in connection with his services as a representative of NBCU. Mr. Zaslav disclaims beneficial ownership of these securities and this report shall not be deemed an admission that Mr. Zaslav is the beneficial ownership of such securities for purposes of Section 16 of any other purpose.
(3) The option becomes exercisable in twenty-four (24) equal monthly installments beginning on August 7, 2003, and continuing thereafter on each monthly anniversary of the grant date specified in Column 3.
(4) The option becomes exercisable in twenty-four (24) equal monthly installments beginning on August 2, 2002, and continuing thereafter on each monthly anniversary of the grant date specified in Column 3.
(5) Not applicable.

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