<PAGE>1

================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K\A

(Mark one)
[X]  ANNUAL  REPORT  PURSUANT TO  SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE SECURITIES  
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________TO__________.

                         COMMISSION FILE NUMBER 0-22212

                            ONHEALTH NETWORK COMPANY
             (Exact name of registrant as specified in its charter)

                    WASHINGTON                         41-1686038
           (State or other jurisdiction             (I.R.S. Employer
         of incorporation or organization)         Identification No.)

          808 HOWELL STREET, SUITE 400
               SEATTLE, WASHINGTON                        98101
     (Address of principal executive offices)           (Zip Code)

       Registrant's telephone number, including area code: (206) 583-0100

               __________________________________________________


Securities registered pursuant to Section 12(b) of the Act:
                                                       NONE
Securities registered pursuant to Section 12(g) of the Act:
                                           Common Stock, $0.01 par value

     Indicate by a check mark whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                           Yes  [X] No [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference in Part III of this Form 10-K or any amendment to the
Form 10-K.  [   ]

     Aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant as of March 9, 1999: $178,383,285

Number of shares  outstanding  of the  registrant's  class of common stock as of
March 9, 1999: 15,856,292

================================================================================

<PAGE> 2


                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


       Set forth are the  executive  officers and directors of the Company as of
April 7, 1999.

Name                    Age    Title
--------------------- ------- -------------------------------------------------
Robert N. Goodman       46    Chief Executive Officer, President and Director
Rebecca Farwell         37    General Manager
Michael D. Conway       30    Vice President of Finance, Controller, Secretary
                              and Principal Financial Officer
Michael A. Brochu       45    Chairman of the Board
Ann Kirschner           48    Director
Ram Shriram             41    Director
Rick Thompson           39    Director


       Executive  officers of the Company are elected at the  discretion  of the
Board of Directors with no fixed term. There are no family relationships between
or among any of the executive officers or directors of the Company.

ROBERT N. GOODMAN  joined the Company in November  1997 as  President  and Chief
Executive  Officer and a member of the Company's Board of Directors.  From April
1997 to November  1997,  he was the director of business  development  for MSNBC
Interactive  News,  LLC. From December  1995 to April 1997,  Mr.  Goodman was an
independent consultant working for Microsoft  Corporation.  From October 1995 to
November 1995,  Mr. Goodman was in the process of moving from San Francisco,  CA
to Seattle,  WA. From November  1993 to October  1995, he was Assistant  General
Counsel for The 3DO Company.

REBECCA  FARWELL  joined the Company in February  1998 and  currently  serves as
General  Manager.  Prior to that,  she was the editorial  director for Discovery
Channel  Online  (DCOL) and  Discovery  Publishing.  She began her career at The
Discovery  Channel  in 1987 as the  managing  editor  of The  Discovery  Channel
Magazine.

MICHAEL D. CONWAY  joined the  Company in January  1998 as  Controller  and Vice
President of Finance.  In April 1998, he was named Principal  Financial  Officer
and Secretary.  From November 1997 to December 1997, he worked as an independent
consultant for PhotoDisc,  Inc., a developer of  high-resolution  photographs on
CD-ROM, and Sierra On-Line, Inc., a leader in entertainment  software.  From May
1996 to October  1997,  Mr. Conway  served as the  Accounting  Manager at Sierra
On-Line,  Inc.  From  August  1994 to May 1996,  Mr.  Conway  served as a Senior
Accountant  at Deloitte & Touche LLP.  From October 1992 to August 1994, he held
various positions at KPMG Peat Marwick including Senior  Accountant.  Mr. Conway
received his B.A. in  Economics/Accounting  from Claremont McKenna College,  and
his  M.B.A.  from the  Claremont  Graduate  School's  Peter  Drucker  School  of
Management.

MICHAEL A. BROCHU has been a Director  of the  Company  since April 1997 and has
also served as Chairman of the Board of Directors of the Company  since  October
1997. Mr. Brochu has served as President and Chief Executive  Officer of Primus,
Inc., a leader in entertainment software, since November 1997. From October 1995
to October 1997, he served as President  and Chief  Operating  Officer of Sierra
On-Line,  Inc., a computer game software  developer,  and as its Chief Financial
Officer and Executive Vice  President from July 1994 to October 1995.  From 1987
to July 1994, Mr. Brochu served in the positions of Senior Vice President, Chief
Financial Officer and Chief Operating Officer of Burlington Environmental, Inc.,
a division of Burlington Resources, Inc.

ANN  KIRSCHNER  has been a Director  of the Company  since  February  1998.  Ms.
Kirschner is currently the  executive  director of Columbia  Media  Enterprises.
From  December  1994 to  December  1998,  she  served as Vice  President  of NFL
Interactive  for NFL  Enterprises,  Inc. Ms.  Kirschner was  responsible for the
launch of the NFL's official Web site, the official Super Bowl Web site and Team
NFL. Prior to December 1994, she served as President of Comma Communications for
more than two years.

RAM SHRIRAM has been a Director of the Company since  February 1998. Mr. Shriram
is Vice-President of Business  Development at Amazon.com,  an Internet retailer.
Prior to being acquired by Amazon.com, Mr. Shriram served as President and Chief
Operating  Officer of Junglee  Corporation,  a company that enables Web users to


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<PAGE>3

locate, compare and transact goods and services on the Internet. Previously, Mr.
Shriram served as Vice  President of Netscape  Communications  Corporation  from
February 1994 to February 1998. Mr.  Shriram was  Netscape's  Director,  Channel
Sales of Network Computing Devices from October 1990 to November 1994.

RICK  THOMPSON  has been a Director  of the Company  since  February  1998.  Mr.
Thompson  has  served  as  Vice  President  and  General  Manager  of  Microsoft
Corporation's  Hardware  Division since October 1987. Mr.  Thompson  manages the
division's product lines and oversees development.


ITEM 11. EXECUTIVE COMPENSATION


SUMMARY COMPENSATION TABLE

       The following table sets forth all cash  compensation  paid or to be paid
by the Company,  as well as certain other  compensation paid or accrued,  during
each of the Company's last three fiscal years to each person who served as Chief
Executive  Officer during fiscal 1998 and the only other executive  officers who
earned more than $100,000 in salary and bonuses in 1998.

<TABLE>
<CAPTION>

                                                                                Long Term Compensation
                                                                          ---------------------------------
                                                                                   Awards           Payouts
                                                                          ------------------------  -------
                                                                                                                 
                                                     Annual                Restricted                  
                                                 Compensation                Stock                             All Other
Name and Principal            Fiscal  -----------------------------------    Awards                   LTIP   Compensation 
    Position                   Year      Salary ($)  Bonus($)   Other ($)     ($)         Options     ($)         ($)
------------------------     -------  ------------ ---------  ----------   ----------    ---------  -------  -------------
<S>                           <C>      <C>            <C>        <C>          <C>        <C>          <C>       <C>

Robert N. Goodman              1998     180,000        -          -            -          300,000      -           -
  President and Chief          1997      18,548        -          -            -          450,000      -         35,000
  Executive Officer (2)

Rebecca Farwell                1998     123,559        -                       -          115,000      -         50,000
  General Manager (1)

--------------
<FN>

(1)      Ms.  Farwell  joined  the  Company  on  February  2,  1998.  All  Othe
         Compensation consists of relocation paid to Ms. Farwell during 1998.

(2)      Mr. Goodman joined the Company on November 24, 1997 at an annual salary
         of $180,000.  All Other Compensation  consists of a one-time bonus paid
         to Mr. Goodman during 1997.
</FN>
</TABLE>

                                   3
<PAGE>

OPTION GRANTS DURING 1998 FISCAL YEAR

       The following table provides information  regarding stock options granted
during fiscal 1998 to the named executive  officers in the Summary  Compensation
Table. The Company has not granted any stock appreciation rights.

<TABLE>
<CAPTION>
                                                                                            Potential Realizable Value at
                                                Percent of                                  Assumed Annual Rates of Stock
                                              Total Options                                 Price Appreciation for Option
                           Number of Shares    Granted to      Exercise or                             Term(2)
                             Underlying         Employees       Base Price    Expiration    -----------------------------           
       Name                Options Granted    In Fiscal Year   Per Share(1)      Date            5%              10%
------------------         ---------------   ---------------  -------------   ----------    ------------     ------------
<S>                         <C>                  <C>             <C>          <C>          <C>              <C>

Robert N. Goodman            300,000 (3)          17.17%          $6.25        06/15/08     $ 1,179,177      $  2,988,267

Rebecca Farwell              100,000 (4)           5.72%          $3.00        02/01/08     $   188,668      $    478,123
                              15,000 (5)           0.86%          $6.25        06/15/08     $    58,959      $    149,413
------------------
<FN>

(1)      The  exercise  price is equal to the fair  market  value of the  Common
         Stock on the date of each grant.

(2)      The  potential   realizable   value  portion  of  the  foregoing  table
         illustrates  value that might be realized  upon exercise of the options
         immediately  prior  to the  expiration  of  their  term,  assuming  the
         specified  compounded  rates of  appreciation  on the Company's  Common
         Stock  over the term of the  options.  These  numbers  do not take into
         account  provisions of certain options providing for termination of the
         option  following  termination  of  employment,  nontransferability  or
         vesting over periods of up to five years.


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<PAGE>4


(3)      The option was granted on June 16, 1998 and will become  exercisable to
         the extent of 60,000 shares on June 16 of each year  beginning June 16,
         1999 through June 16, 2003.

(4)      The option was granted on February  2, 1998 and became  exercisable  to
         the extent of 25,000  shares on February 2, 1999,  2,083 shares on each
         of  March  2,  1999,  April 2,  1999  and May 2,  1999 and will  become
         exercisable  to the extent of 2,083 shares on the 2nd day of each month
         from June 2, 1999 through February 2, 2002.

(5)      The option was granted on June 16, 1998 and will become  exercisable to
         the  extent of 3,750  shares on June 16,  1999 and to the extent of 312
         shares on the 16th day of each month from July 16,  1999  through  June
         16, 2002.
</FN>
</TABLE>

OPTION EXERCISES DURING 1998 FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

         The following table provides information as to options exercised by the
named executive  officers in the Summary  Compensation Table during 1998 and the
number and value of all outstanding options at December 31, 1998.
The Company has no outstanding stock appreciation rights.

<TABLE>
<CAPTION>
                                                                                     Value of
                                                           Number of               Unexercised
                                                          Unexercised              In-the-Money
                                                           Options at               Options at
                           Shares                      December 31, 1998         December 31, 1998
                          Acquired        Value           Exercisable/             Exercisable/
      Name               On Exercise     Realized        Unexercisable           Unexercisable(1)
-------------------    -------------    ----------    ----------------------    ------------------    
<S>                         <C>            <C>        <C>                         <C>

Robert N. Goodman            -              -           90,625 exercisable         $    226,563
                                                       659,375 unexercisable       $    898,437
Rebecca Farwell              -              -                0 exercisable                    -
                                                       115,000 unexercisable       $    200,000

---------------
<FN>
(1)      Value is calculated on the basis of the  difference  between the option
         exercise  price and $5.00,  the  closing  sale price for the  Company's
         Common  Stock at  December  31,  1998 as quoted on the Nasdaq  SmallCap
         Market, multiplied by the number of shares underlying the option.
</FN>
</TABLE>

COMPENSATION OF DIRECTORS

       DIRECTORS' FEES. The Company's  directors  receive no fees for attendance
at meetings of the Board of Directors, but they are reimbursed for out-of-pocket
expenses relating to attendance at the meetings;  however, Mr. Brochu is paid an
annual fee of $30,000 for his  services  as  Chairman  of the Board,  as well as
out-of-pocket expenses.

       STOCK OPTION GRANTS TO NON-EMPLOYEE  DIRECTORS.  The Company's 1997 Stock
Option Plan  provides for the  automatic  option grant of stock  options to each
director who is not an employee of the Company (a "Non-Employee Director"). Each
Non-Employee  Director  who is  elected  for the  first  time as a  director  is
automatically  granted a  nonqualified  option to purchase  25,000 shares of the
Common Stock at an option price per share equal to 100% of the fair market value
of the Common Stock on the date of the Non-Employee Director's initial election,
which option is  exercisable,  to the extent of 6,250 shares  immediately and on
each of the first three  anniversaries of the date of grant. All options granted
pursuant to these  provisions  shall expire on the earlier of (i) one year after
the  optionee  ceases to be a director and (ii) ten (10) years after the date of
grant.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

       In August 1996, the Company entered into a two-year employment  agreement
with Joy Solomon,  former  President and Chief  Executive  Officer,  pursuant to
which Ms.  Solomon  received an annual base  salary of  $171,000.  Pursuant to a
Separation Agreement and Release of Claims ("Separation Agreement") entered into
between the Company and Ms. Solomon,  Ms. Solomon's  employment with the Company
terminated on December 31, 1997.  Under the  Separation  Agreement,  Ms. Solomon
will  receive her base  salary as in effect on December  31, 1997 for the period
January 1, 1998 through June 30, 1999.  In addition,  the  Separation  Agreement
amended Ms.  Solomon's  stock options to provide that the options shall continue
to vest according to their respective  vesting schedules until June 30, 1999 and


                                       4
<PAGE>5

shall  be  exercisable  to the  extent  vested  until  the  respective  original
expiration  dates.  The Separation  Agreement  contains  mutual  releases and is
subject to confidentiality provisions.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

       The Compensation  Committee (the  "Committee") of the Board of Directors,
consisting  of Messrs.  Shriram,  Goodman and Brochu has furnished the following
report on executive compensation.

       The  Company's  executive  compensation  program is  administered  by the
Committee. The Committee,  which is composed of two independent directors and an
employee,  establishes  and  administers  the Company's  executive  compensation
policies  and  plans  and  administers  the  Company's  stock  option  and other
equity-related employee compensation plans. The Committee considers internal and
external information in determining officers' compensation.

Compensation Philosophy

       The Company's  compensation  policies for executive officers are based on
the belief that the interests of executives should be closely aligned with those
of the Company's shareholders. The Compensation policies are designed to achieve
the following objectives:

       Offer   compensation   opportunities   that  attract   highly   qualified
executives,  reward  outstanding  initiative  and  achievement,  and  retain the
leadership and skills necessary to build long-term shareholder value.

       Maintain a portion of executives'  total  compensation  at risk,  tied to
both the annual and  long-term  financial  performance  of the  Company  and the
creation of shareholder value.

       Further the Company's  short and long-term  strategic goals and values by
aligning compensation with business objectives and individual performance.

Compensation Program
       The Company's executive  compensation  program has three major integrated
components, base salary, incentive awards, and long term incentives.

       Base Salary.  Base salary  levels for executive  officers are  determined
annually by reviewing the  competitive  pay  practices of Internet  companies of
similar  size and market  capitalization,  the skills,  performance  level,  and
contribution  to the  business of  individual  executives,  and the needs of the
Company.  Overall,  the Company  believes  that base  salaries for its executive
officers  are at  competitive  salary  levels  for  similar  positions  in these
Internet companies.

       Incentive  Awards.  The Company's  executive  officers may be eligible to
receive  annual cash bonus  awards  designed to  motivate  executives  to attain
short-term  and  long-term  corporate  and  individual   management  goals.  The
Committee  establishes  the  annual  incentive  opportunity  for each  executive
officer in relation to his or her base salary.

       Long-Term  Incentives.  The Committee  believes that stock options are an
excellent  vehicle for  compensating  its  officers and  employees.  The Company
provides  long-term  incentives  through its 1997 Stock Option Plan,  1991 Stock
Option Plan and the 1997, 1998 and 1999 New Hire Stock Option Plans, the purpose
of which is to create a direct link between executive compensation and increases
in shareholder value. Stock options are granted at fair market value and vest in
installments  generally over three to five years. When determining option awards
for an executive  officer,  the  Committee  considers  the  executive's  current
contribution to Company performance, the anticipated contribution to meeting the
Company's  long term strategic  performance  goals,  and industry  practices and
norms.  Long-term incentives granted in prior years and existing levels of stock
ownership are also taken into consideration.  Because the receipt of value by an
executive  officer  under a stock  option is  dependent  upon an increase in the
price  of  the  Company's   Common  Stock,   this  portion  of  the  executive's
compensation is directly aligned with an increase in shareholder value.

Chief Executive Officer Compensation

       Mr. Goodman's base salary, annual incentive award and long-term incentive
compensation  are  determined  by the  Committee  based upon the same factors as
those employed by the Committee for executive officers generally.  Mr. Goodman's
current annual base salary is $180,000  subject to annual review and increase by


                                       5
<PAGE>6

the Board of Directors  of the Company.  During  fiscal  1998,  Mr.  Goodman was
granted options to purchase  300,000 shares of Common Stock at an exercise price
of $6.25 per share,  the fair market value of the Company's  Common Stock on the
date of the grant. As Mr. Goodman is a member of the Compensation  Committee, he
recused himself from all discussions,  deliberations and determinations relating
to the compensation of the Chief Executive Officer.

Section 162(m) Limitation

       Section  162(m) of the Internal  Revenue Code limits the tax deduction to
$1 million for  compensation  paid to certain  executives  of public  companies.
Historically,  the combined salary and bonus of each executive  officer has been
well below the $1 million limit. The Committee's  present intention is to comply
with Section 162(m) unless the Committee  feels that required  changes would not
be in the best interest of the Company or its shareholders.

                                                         COMPENSATION COMMITTEE


                                                         MICHAEL BROCHU
                                                         RAM SHRIRAM
                                                         ROBERT GOODMAN


                      COMMON STOCK PRICE PERFORMANCE CHART

       The  following  graph  compares  the  yearly  percentage  change  in  the
cumulative total shareholder  return for the Company,  the Nasdaq U.S. Companies
Index and the Nasdaq Computer and Data  Processing  Services Stock Index for the
period from December 31, 1993 to December 31, 1998. The Nasdaq Computer and Data
processing Services Stock Index is prepared by Nasdaq and includes all companies
in the Standard  Industry Code 737 (computer  programming,  data  processing and
other computer-related services) which are included in the Nasdaq U.S. Companies
Index.  A list  of the  companies  included  in the  Nasdaq  Computer  and  Data
Processing Services Stock Index is available from the Company upon request.  The
graph assumes that $100 was invested on December 31, 1993.

                               [GRAPHIC OMITTED]


<TABLE>
<CAPTION>
                                                                        YEAR END
                                         1993          1994         1995         1996         1997         1998
                                  -------------------------------------------------------------------------------
<S>                                    <C>          <C>          <C>          <C>          <C>          <C>

IVI Publishing, Inc./ OnHealth          $100.00      $ 39.32      $ 44.87      $ 10.90      $  8.76      $ 17.09
 Network Company*
Nasdaq Index (U.S.)                     $100.00      $ 97.75      $138.26      $170.01      $208.18      $293.21
Nasdaq Comp & Data Proc. Index          $100.00      $121.44      $184.92      $228.24      $280.39      $501.76

<FN>
*Prior to June 16, 1998, the Company's name was IVI Publishing, Inc.
</FN>
</TABLE>

                                       6
<PAGE>7


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


       The  following  table sets  forth the  number of shares of the  Company's
Common Stock beneficially owned by (i) each director and nominee for election to
the  Board  of  Directors  of the  Company;  (ii)  each of the  named  executive
officers; (iii) all directors and executive officers as a group; and (iv) to the
best of the Company's  knowledge,  all beneficial  owners of more than 5% of the
outstanding  shares of the Company's  Common Stock as of March 31, 1999.  Unless
otherwise  indicated,  the shareholders listed in the table have sole voting and
investment power with respect to the shares indicated.

                                       Common Shares
     Name (And Address of 5%           Beneficially        Percent of
   Holder) or Identity of Group(1)       Owned(2)           Class(2)
------------------------------------  -----------------  ------------- 
Robert N. Goodman                         181,250  (3)         1.13%
Rebecca Farwell                            31,250  (4)          *
Michael D. Conway                          62,500  (5)          *
Michael A. Brochu                         158,750  (6)          *
Ann Kirschner                              21,250  (7)          *
Ram Shriram                                21,250  (8)          *
Rick Thompson                              21,250  (9)          *
Van Wagoner Capital Management, Inc.    4,143,500 (10)        26.13%
Perkins Capital Management              1,288,850 (11)         8.13%
Nevis Capital Management, Inc.            903,000 (12)         5.69%
All Directors and Executive
Officers as a Group (7 persons)          497,500 (13)          3.04%
---------------------------
  *      Less than 1% of the outstanding shares of Common Stock.

(1)      The  addresses of the more than 5% holders are: Van Wagoner  Group (Van
         Wagoner  Capital  Management,  Inc. and Van Wagoner Funds,  Inc.) - 345
         California Street, Suite 2450, San Francisco. CA 94104; Perkins Capital
         Management,  Inc.  - 730 East Lake  Street,  Wayzata,  MN 55391;  Nevis
         Capital Management, Inc. - 1119 St. Paul Street, Baltimore, MD 21202.

(2)      Under the rules of the Securities and Exchange  Commission,  shares not
         actually  outstanding are nevertheless  deemed to be beneficially owned
         by a person if such person has the right to acquire  the shares  within
         60 days.  Pursuant to such SEC rules,  shares deemed beneficially owned
         by virtue of a  person's  right to  acquire  them are also  treated  as
         outstanding  when calculating the percent of class owned by such person
         and when determining the percentage owned by a group.

(3)      Includes  181,250  shares which may be  purchased  by Mr.  Goodman upon
         exercise of currently exercisable options.

(4)      Includes  31,250  shares  which may be  purchased  by Ms.  Farwell upon
         exercise of currently exercisable options.

(5)      Includes  62,500  shares  which may be  purchased  by Mr.  Conway  upon
         exercise of currently exercisable options.

(6)      Includes  158,750  shares  which may be  purchased  by Mr.  Brochu upon
         exercise of currently exercisable options.

(7)      Includes  21,250  shares which may be purchased by Ms.  Kirschner  upon
         exercise of currently exercisable options.

(8)      Includes  21,250  shares  which may be  purchased  by Mr.  Shriram upon
         exercise of currently exercisable options.

(9)      Includes  21,250  shares which may be purchased  by Mr.  Thompson  upon
         exercise of currently exercisable options.



                                       7
<PAGE>8

(10)     Of the shares,  3,732,500  shares are owned by Van Wagoner Funds,  Inc.
         ("Van Wagoner  Funds"),  and 411,000 shares are owned by clients of Van
         Wagoner Capital Management,  Inc. ("Van Wagoner Capital").  Van Wagoner
         Funds has the sole power to vote 3,732,500 shares.  Van Wagoner Capital
         has no power to vote on 411,000  shares and has sole  investment  power
         for all of the shares,  including the shares held by Van Wagoner Funds.
         The  Company  has relied on  information  contained  in a Schedule  13G
         Amendment filed with the Securities and Exchange Commission on March 9,
         1999 by Van Wagoner Funds and Van Wagoner Capital as a group.

(11)     Of the shares  owned by clients of  Perkins  Capital  Management,  Inc.
         ("Perkins Capital"), Perkins Capital has the sole power to vote 806,200
         shares and no power to vote  482,650  shares.  Perkins  Capital has the
         sole investment power for all of the shares.  The Company has relied on
         information  contained  in a  Schedule  13G  Amendment  filed  with the
         Securities  and  Exchange  Commission  on  February  4, 1999 by Perkins
         Capital.

(12)     The Company has relied on information contained in a Schedule 13G dated
         February 2, 1999 filed with the Securities  and Exchange  Commission by
         Nevis Capital Management, Inc., a registered investment advisor.

(13)     Includes  497,500  shares  which  may be  purchased  upon  exercise  of
         currently exercisable options.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None


                                       8
<PAGE>9





                                   SIGNATURES

       Pursuant  to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934,  the  Registrant  has duly caused this Amendment to Annual
Report on Form 10-K to be signed  on its  behalf by the  undersigned,  thereunto
duly authorized, this 29th day of April, 1999.

                                            ONHEALTH NETWORK COMPANY



                                            By: \S\ MICHAEL D. CONWAY  
                                                -----------------------------
                                                 Michael D. Conway    
                                                 Chief Financial Officer
                                                 Principal Accounting Officer



                                       9