Ownership Submission
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, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Phillips Charles
2. Date of Event Requiring Statement (Month/Day/Year)
06/21/2010
3. Issuer Name and Ticker or Trading Symbol
TIVO INC [TIVO]
(Last)
(First)
(Middle)
2160 GOLD STREET, P.O. BOX 2160
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP Engineering & Operations
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ALVISO, CA 95002-2160
6. Individual or Joint/Group Filing(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 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 132,499 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy)   (2) 03/21/2017 Common Stock 2,500 (3) $ 6.18 D  
Incentive Stock Option (right to buy)   (4) 10/08/2016 Common Stock 13,275 (5) $ 6.78 D  
Incentive Stock Option (right to buy)   (6) 03/26/2018 Common Stock 10,313 (7) $ 8.94 D  
Non-Qualified Stock Option (right to buy)   (2) 03/21/2017 Common Stock 10,000 (8) $ 6.18 D  
Non-Qualified Stock Option (right to buy)   (4) 10/08/2016 Common Stock 6,085 (9) $ 6.78 D  
Non-Qualified Stock Option (right to buy)   (6) 03/26/2018 Common Stock 8,250 (10) $ 8.94 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Phillips Charles
2160 GOLD STREET
P.O. BOX 2160
ALVISO, CA 95002-2160
      SVP Engineering & Operations  

Signatures

By: Attorney-in-Fact Sheryl Andersen For: Charles D Phillips 06/25/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This is comprised of 17,499 unvested Restricted Stock Units granted on 2/17/2009 of which 3,501 units will vest on 2/17/2011 and 6,999 units will vest on 2/17/2012 and 2/17/2013; 75,000 Restricted stock units granted on 11/16/2009 of which 25,000 units will vest on 11/16/2010, 11/16/2011, and 11/16/2012; and 40,000 Restricted Stock Award granted on 03/26/2010 of which 6,668 shares will vest on 3/26/2011 and 3/26/2012 and 13,332 shares will vest on 3/26/2013 and 3/26/2014.
(2) This option was granted on 3/21/2007 and vests 1/48 per month for 48 months.
(3) This option consists of 2,500 shares all of which are unvested.
(4) This option was granted on 10/9/2006; 25% vested on the first anniversary of the grant with the remaining 75% vesting monthly for 36 months.
(5) This option consists of 7,375 shares that are vested and exercisable and 5,900 shares that have not yet been vested.
(6) This option was granted on 3/26/2008 and vests 1/48 per month for 48 months.
(7) This option consists of 10,313 shares all of which are unvested.
(8) This option consists of 5,000 shares that are vested and exercisable and 5,000 shares that have not yet been vested.
(9) This option consists of 3,651 shares that are vested and exercisable and 2,434 shares that have not yet been vested.
(10) This option consists of 3,437 shares that are vested and exercisable and 4,813 shares that have not yet been vested.

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