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 15, 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 Organization)                            Identification No.)

                               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 15,  2003,  NTN  Communications,  Inc.  ("NTN")  issued and sold
1,000,000 shares of restricted  common stock,  $.005 par value ("Common Stock"),
through a private  offering to Robert M. Bennett,  a director of NTN, at a price
per share of $1.00.  Pursuant to the terms of the  transaction,  upon receipt of
$1.0 million from Mr. Bennett, NTN issued the restricted shares along with fully
vested  warrants to purchase  500,000 shares of Common Stock at $1.15 per share,
exercisable  through  January 15, 2008. NTN intends to use the funds for further
development and marketing of its products and services and general corporate and
working  capital  purposes.  No commissions or placement agent fees were paid in
connection  with the offering.  NTN has agreed to file a registration  statement
covering  the  resale of the  shares of Common  Stock  (including  those  shares
underlying the warrant) within 90 days after closing.

                                    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 15, 2003


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