FORM 8-K 1
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                                  UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, DC 20549

                                 AMENDMENT NO.1
                                       TO
                                    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 reported)   February 6, 2002
                                             --------------------------------

                           USA VIDEO INTERACTIVE CORP.
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             (Exact name of registrant as specified in its chapter)


           WYOMING                     0-29651              06-15763-91
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  (State or other jurisdiction       (Commission           (IRS Employer
       of incorporation              File Number)        Identification No.)


    70 ESSEX STREET, MYSTIC, CONNECTICUT                       06355
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   (Address of principal executive offices)                  (Zip Code)

                                 (800) 625-2200
               Registrant's telephone number, including area code

                                 Not Applicable
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          (Former name or former address, if changed since last report)




                                                                     FORM 8-K 2
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ITEM  5.  OTHER  EVENTS  AND  REGULATION  FD  DISCLOSURE.

On  January 22, 2002 the Registrant announced that World Vacations, Incorporated
has  contracted to use USVO's Zmail and mediaClix(TM) services for a promotional
campaign  targeted  to  the  travel  and  tourism  markets.

ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS.

Exhibit  99.1     News Release dated January 22, 2002


                                   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.

                                                  USA  VIDEO  INTERACTIVE  CORP.

Date  :     February  6,  2002          By  :     /s/  Anton  J.  Drescher
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                                                  ANTON  J.  DRESCHER,
                                                  CORPORATE  SECRETARY



                                                                     FORM 8-K 3
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USVO
USA VIDEO INTERACTIVE CORP
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WORLD VACATIONS, INC. CONTRACTS WITH USVO TO USE ZMAIL AND MEDIACLIX  TO ADVANCE
ITS  INTERNET  TRAVEL  SERVICES.


MYSTIC,  CONNECTICUT,  JANUARY  22,  2002  -  USA  Video Interactive Corporation
(OTCBB: USVO; CDNX: US; BSE/Frankfurt: USF; http://www.usvo.com) announced today
                                            -------------------
that  World  Vacations,  Incorporated  has  contracted  to  use USVO's Zmail and
mediaClix(TM)  services  for  a  promotional campaign targeted to the travel and
tourism  markets.

With  the  signing  of  this contract, World Vacations, Inc. became USVO's first
Latin  American  client,  signaling  USVO's  entry  into a priority geographical
market  for  the  expansion  of  USVO's  StreamHQ(TM)  services.

Founded  in  1995,  World  Vacations,  Inc.  specializes  in  web-based vacation
marketing.  Through  its  joint  venture  with  Qualycon  www.qualycon.net World
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Vacations,  Inc. offers access to Qualycon's unique online real-time reservation
system.  Qualycon  operates the largest web based vacation reservation system in
Latin  America, featuring relationships with more than 2900 top resorts, hotels,
and  condominiums  worldwide.

"Our on-line vacation services are already experiencing tremendous growth," said
World  Vacations, Inc. President Rooney Castellon. "With the launch of our Zmail
and  mediaClix(TM)  promotions  we expect to accelerate our growth even further,
and  create  new  and  innovative  value  for  our  business  model."
"Our  contract  with  World  Vacations,  Inc.  moves  USVO's media services into
important  vacation and tourism markets," said Daniel E. Kinnaman, USVO's Senior
Vice  President of Sales & Marketing. "World Vacations, Inc.'s adoption of Zmail
and mediaClix is another indication of the versatile value of these technologies
in  multiple  markets  around  the  globe."

ABOUT  WORLD  VACATIONS,  INC.
Founded  in  1995,  World  Vacations  Inc. specializes in vacation, tourism, and
time-share marketing.  Through its joint venture with Qualycon, World Vacations,
Inc.  offers  a  sophisticated web-based model for vacation club membership to a
worldwide  audience.  With  more  than 15,000 members already enrolled, and with
global  relationships including more than 2900 resorts, hotels, and condominiums
providing  members  with  on-line  air  line  reservations, car rental services,
cruises,  and  entertainment  attractions at preferred pricing, World Vacations,
Inc.  is  in the forefront of Internet innovations servicing the travel industry
in  Latin  America  and  worldwide.



                                                                     FORM 8-K 4
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ABOUT  USA  VIDEO  INTERACTIVE  CORPORATION
USVO  (OTCBB: USVO; CDNX: US; BSE/Frankfurt: USF) is a developer and supplier of
Internet  media delivery services, systems, and innovative end-to-end solutions.
The  company has developed its StreamHQ(TM) architecture to provide a wide range
of  business customers with value-added content delivery services.  StreamHQ(TM)
facilitates  the  transmission  of  digitized and compressed video to the user's
desktop  via  multiple  modes that take advantage of the available connectivity.
While  competitors  take  a "one-size-fits-all" streaming approach, StreamHQ(TM)
brings  unique  value  propositions  to  individual  vertical  markets  with
functionality  designed  specifically  for  those  markets.  Beyond high quality
content  delivery,  USVO  gives  its  customers media asset management tools and
information that provide accountability and return on investment (ROI) for their
streaming expenditures.  StreamHQ(TM) encompasses a range of end-to-end services
from  source  to  viewing, including content production, content encoding, asset
management  and  protection,  media  and application hosting, multi-mode content
distribution,  and  transaction  data  capture  and  reporting.  USVO  holds the
pioneering  patent  for store-and-forward video, filed in 1990 and issued by the
United States Patent and Trademark Office on July 14, 1992; it has been cited by
at  least  145  other  patents.  USVO  holds similar patents in Germany, Canada,
England,  France,  Spain,  and Italy, and has a similar patent pending in Japan.
For  more  information,  visit  www.usvo.com.
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USA Video Interactive Corporate Headquarters Office: 70 Essex Street; Mystic, CT
06355; (800) 625-2200; (860) 572-1560.  Canada Office: 837 West Hastings Street;
Suite  #507; Vancouver, B.C. V6C 3N6. Trading symbol on the OTCBB: USVO; Trading
symbol  on The Canadian Venture Exchange: US; Trading Symbol on the Berlin Stock
Exchange:  USF.  Standard & Poors Listed. CUSIP 902924208.  The Canadian Venture
Exchange  (CDNX)  has  not  reviewed  and does not accept responsibility for the
adequacy or accuracy of this release. For more information contact: Kevin Yorio,
860-572-1560;  info@usvo.com
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This  press  release may contain forward-looking statements.  Actual results may
differ  materially  from  those  projected  in  any  forward-looking  statement.
Investors  are  cautioned  that such forward-looking statements involve risk and
uncertainties,  which  may  cause actual results to differ from those described.