SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                               -------------------

                                 Date of Report
                       (Date of earliest event reported)
                                January 16, 2003

                            NTN Communications, Inc.
             (Exact name of Registrant as specified in its charter)

        Delaware                      001-11460                   31-1103425
(State or Other Jurisdiction    (Commission File Number)       (I.R.S. Employer
 of Incorporation or                                         Identification No.)
    Organization)
                               5966 La Place Court
                           Carlsbad, California 92008
               (Address of Principal Executive Offices) (Zip Code)


                                 (760) 438-7400
                        (Registrant's telephone number,
                              including Area Code)


                               -------------------





ITEM 5. OTHER EVENTS.

     On January 16, 2003, NTN  Communications,  Inc.  ("NTN")  issued  1,000,000
shares  of  restricted  common  stock,  $.005  par value  ("Common  Stock"),  to
Scientific-Atlanta  Strategic  Investments,  L.L.C.  ("S-A") in exchange for the
surrender by S-A of 636,943 shares of Buzztime Entertainment,  Inc. ("Buzztime")
Series A preferred  stock  pursuant to the Right of First  Refusal and  Exchange
Agreement  entered  into by and among NTN,  Buzztime and S-A as of June 8, 2001.
The parties  agreed that the price of Common  Stock for purposes of the exchange
was $1.00 per share.  NTN has agreed to file a registration  statement  covering
the resale of the  shares of Common  Stock no later than 100 days after the date
of issuance.

                                              SIGNATURE


     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                              NTN COMMUNICATIONS, INC.



                                              By:     /s/ James B. Frakes
                                                 ---------------------------
                                                        James B. Frakes
                                                   Chief Financial Officer

Date:  January 22, 2003