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

                                  FORM 10-K/A-1

  X   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934

      For the fiscal year ended December 31, 1997
                         Commission file number 0-22212

                              IVI PUBLISHING, INC.
             (Exact name of registrant as specified in its charter)

             Minnesota                                    41-1686038
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)
 808 Howell Street, Suite 400
    Seattle, Washington                                     98101
(Address of principal executive offices)                 (Zip Code)

        Registrant's telephone number, including area code (206) 292-6247

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


        Securities registered pursuant to Section 12(b) of the Act: NONE
           Securities registered pursuant to Section 12(g) of the Act:

     Title of each class             Name of each exchange on which registered
------------------------------      -------------------------------------------
 Common Stock, $.01 Par Value                        N/A

     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.

     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant as of April 8, 1998 was $74,113,657.

     The number of shares outstanding of the issuer's classes of common stock as
of April 8, 1998: Common stock, $.01 Par Value: 10,135,201

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



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



<PAGE>



                                                         


                                                         
                                    PART III

ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

(a)      Directors of the Registrant.

Name                    Age  Principal Occupation
--------------------- ---- ---------------------------------------------------
Michael A. Brochu      44  President and Chief Executive Officer of Primus
Robert N. Goodman      45  President and Chief Executive Officer of the Company
Ronald E. Eibensteiner 47  President of Wyncrest Capital
Alan D. Frazier        46  Managing Partner of Frazier and Company
Timothy I. Maudlin     47  Managing Partner of Medical Innovation Partners
Ann Kirschner          47  Vice President of NFL Interactive for NFL Enterprises
Ram Shriram            41  Vice President of Netscape Communications
Rick Thompson          38  Vice President Hardware Group, Microsoft Corp.

     MICHAEL A. BROCHU Mr.  Brochu was  appointed  as a member of the  Company's
Board of  Directors in April 1997 and has also served as Chairman of the Company
since  October  1997.  Mr.  Brochu has served as President  and Chief  Executive
Officer of Primus since  November  1997.  From October 1995 to October  1997, he
served as President and Chief Operating  Officer of Sierra On-Line,  Inc. 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.

ROBERT N. GOODMAN Mr.  Goodman has served as the  Company's  President and Chief
Executive  Officer and as a Director of the Company since  December  1997.  From
April  1997  to  November  1997,  Mr.  Goodman  served  as  Director,   Business
Development of MSNBC  Interactive News LLC, an internet content  provider.  From
December  1995 to April  1997,  Mr.  Goodman  provided  consulting  services  to
Microsoft  Corp., a software  company.  Mr. Goodman served as Assistant  General
Counsel of The 300 Company  from  November  1993 to October  1995 and as General
Counsel of Asymetrix Corporation from April 1993 to November 1993, both of which
are software companies.

     RONALD E. EIBENSTEINER Mr.  Eibensteiner has been a Director of the Company
since October 1997. He also served as Director of the Company from February 1991
to June 1997.  Mr.  Eibensteiner  has served as President  of Wyncrest  Capital,
Inc.,  a  venture  capital  firm,  since he  founded  it in  January  1992.  Mr.
Eibensteiner is also independent  consultant.  Mr. Eibensteiner is a director of
OneLink Communications,  Inc., Reality Interactive, Inc. and Intranet Solutions,
Inc.

     ALAN D.  FRAZIER  Mr.  Frazier  has been a Director  of the  Company  since
January 1994.  He has been  managing  partner of Frazier & Company LP, a venture
capital  firm,  since 1991. In addition,  Mr.  Frazier is a Director of NeoPath,
Inc., InControl, Inc. and Integrated Medical Resources, Inc.

     TIMOTHY I. MAUDLIN Mr.  Maudlin was  appointed as a member of the Company's
Board of  Directors  in August 1991.  Mr.  Maudlin also served as the  Company's
Acting President and Chief Executive  Officer from October 1997 to November 1997
and as Chairman from August 1996 to October 1997.  Mr. Maudlin has been Managing
Partner of Medical  Innovation  Partners,  a medical venture capital firm, since
December  1988 and has also  served as an  officer of an  affiliated  management
company. Mr. Maudlin also serves as a director of Curative Health Services, Inc.

ANN KIRSCHNER Ms. Kirschner was elected as a Director of the Company on February
23,  1998.  She  has  served  as  Vice  President  of NFL  Interactive  for  NFL
Enterprises,  Inc. since December 1994,  prior to which, she served as President
of Comma Communications for more than two years.

     RAM  SHRIRAM  Mr.  Shriram  was  elected  as a Director  of the  Company on
February  23,  1998.  Mr.  Shriram  has  served as Vice  President  of  Netscape
Communications  Corp.,  an internet  company,  since  November 1994. Mr. Shriram
served as Director, Channel Sales of Network Computing Devices from October 1990
to November 1994.

     RICK  THOMPSON  Mr.  Thompson  was  elected as a Director of the Company on
February  23,  1998.  Mr.  Thompson  has served as Vice  President  of Microsoft
Corporation's Hardware Division since October 1987.

(b)      Executive officers of the Registrant.

         Information concerning Executive Officers of the Company is included in
the original Form 10-K Report previously filed, at the end of Part I, "Executive
Officers and Key Employees of the Registrant."

(c) Compliance with 16 (a) of the Securities Exchange Act of 1934.

         Based  on the  Company's  review  of  copies  of forms  filed  with the
Securities  and  Exchange  Commission  or written  representations  from certain
reporting persons that no Forms 5 were required for those persons, in compliance
with Section 16(a) of the Securities  Exchange Act of 1934, the Company believes
that  during  fiscal  year 1997,  all  officers,  directors,  and  greater  than
ten-percent  beneficial owners complied with the applicable filing requirements,
except  that a Form 3 for  Nicholas  Bluhm,  a former  director,  was not timely
filed.


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 1997 and the only other  executive  officer who
earned more than $100,000 in salary and bonuses in 1997.
<TABLE>
<CAPTION>

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

<S>                     <C>        <C>      <C>        <C>           <C>            <C>           <C>         <C>         
Robert N. Goodman       1997       53,548     --        --            --           450,000         --          --
  President and Chief                                                 
  Executive Officer

Timothy I. Maudlin      1997        0         --        --            --            65,000         --          --
  Former President and                                                  
  Chief Executive
  Officer(1)

Joy A. Solomon          1997     180,000      --        --            --            45,000(2)      --           --
  Former President and  1996     171,000    21,000      --            --           180,000         --           --
  Chief Executive       1995     171,000    45,000      --            --            60,000         --          1,000
  Officer                                                    

Timothy J. Walsh        1997     113,300    11,330      --                          84,212         --           --
  Vice President of     1996      27,659    22,729      --            --            30,000         --           --
  Sales(3)
</TABLE>

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

(1)      Mr. Maudlin, a director of the Company,  served as an interim President
         and  Chief  Executive  Officer  of the  Company  from  October  1997 to
         November 1997, for which he received a stock option to purchase  60,000
         shares of the Company's Common Stock and no cash compensation.

(2)      Does not include  options to purchase  265,000  shares of the Company's
         Common Stock which were amended as of December 31, 1997 (see Employment
         Contracts and Termination of Employment Arrangements below).

(3)      Mr. Walsh joined the Company in October 1996.


 Option Grants During 1997 Fiscal Year

         The  following  table  provides  information  regarding  stock  options
granted  during  fiscal  1997 to the named  executive  officers  in the  Summary
Compensation Table. The Company has not granted any stock appreciation rights.
<TABLE>
<CAPTION>


                                              Percent of                                  Potential Realizable Value at
                                            Total Options                                    Assumed Annual Rates of 
                         Number of Shares    Granted to      Exercise or                  Stock Price Appreciation for
                          Underlying          Employees      Base Price   Expiration         Stock Appreciation for
Name                     Options Granted    in Fiscal Year   Per Share(1)    Date               Option Term(2)         
---------------------    ---------------    --------------   ------------ ----------      -----------------------------         
                                                                                              5%               10%
               
<S>                        <C>                   <C>            <C>          <C>           <C>            <C>       
Robert N. Goodman          450,000 (3)           37.3%          $2.50        12/10/07      $707,506       $1,792,960

Timothy I. Maudlin           5,000 (4)            0.4%          $3.22        02/28/07       $10,125          $25,659
                            60,000 (5)            5.0%          $2.31        10/08/07       $87,165          220,893

Joy A. Solomon              45,000 (6)            3.7%          $3.25        02/18/07       $91,976         $233,085


Timothy J. Walsh            30,000 (6)            2.5%          $3.25        02/18/07       $61,317         $155,390
                            50,000 (5)            4.1%          $2.31        10/08/07       $72,637         $184,077
                             4,212 (7)            0.3%          $2.69        10/13/07        $7,126          $18,058
</TABLE>
------------------

(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.

(3)  The option was granted on December 11, 1997 and will become  exercisable to
     the extent of 37,500 shares on November 10, 1998, 3,125 shares on the tenth
     day of each month from  December  10, 1998  through  November 10, 2001 and,
     subject to  acceleration  if the  Company's  stock  price  reaches  certain
     targets, 300,000 shares on November 10, 2002.

(4)  The option  was  granted  on March 1, 1997 and  became  exercisable  to the
     extent of 1,250  shares on each of  September 2, 1997 and March 1, 1998 and
     will become  exercisable  to the extent of 1,250 shares on each of March 1,
     1999 and 2000.

(5)  The option was  granted on October 8, 1997 and will become  exercisable  in
     full on October 8, 2002,  subject to  acceleration  if the Company's  stock
     price reaches certain targets.

(6)  The option was granted on February 19, 1997 and will become  exercisable in
     full on February 19, 2002,  subject to  acceleration if the Company's stock
     price reaches certain targets.

(7)  The option was granted on October 13,  1997 and became  exercisable  to the
     extent of 1,053 shares  immediately  and,  subject to  acceleration  if the
     Company's stock price reaches certain targets,  will become  exercisable to
     the extent of 3,159 shares on October 13, 2004.

<PAGE>

Option Exercises During 1997 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 fiscal 1997
and the number and value of all  outstanding  options at December 31, 1997.  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, 1997             December 31, 1997
                                 Acquired        Value             Exercisable/                 Exercisable/
Name                           on Exercise     Realized           Unexercisable               Unexercisable(1)
----                           -----------     --------         -----------------             -----------------
<S>                                 <C>           <C>         <C>                               <C>
Robert N. Goodman                   --            --             0 exercisable                     $0
                                                              450,000 unexercisable             $28,350

Timothy I. Maudlin                  --            --            1,250 exercisable                  $0
                                                               63,750 unexercisable             $138,600

Joy A. Solomon                      --            --           135,000 exercisable              $137,500
                                                              175,000 unexercisable             $357,500

Timothy J. Walsh                    --            --            16,053 exercisable                 $0
                                                               98,159 unexercisable             $12,650
</TABLE>


(1)      Value is calculated on the basis of the  difference  between the option
         exercise  price and $2.563,  the closing  sale price for the  Company's
         Common  Stock at  December  31,  1997 as quoted on the Nasdaq  SmallCap
         Market, multiplied by the number of shares underlying the option.

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;  provided,  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 Director Option Plan
has  provided for the  automatic  option  grants to each  director who is not an
employee of the Company (a "Non-Employee Director") as follows: (i) 25,000 share
option upon initial election and (ii) 5,000 share option on March 1 of each year
thereafter. The per share option price is equal to 100% of the fair market value
of the  Common  Stock on the date of grant.  The  options  vest to the extent of
one-fourth of the shares  immediately and on each of the first three anniversary
dates of the date of grant; provided,  however, that the option may be exercised
as to the vested shares  during the term of the option  beginning six months and
one day after the date of grant.  The  options  expire on the  earlier of (i) 10
years after the date of grant  (provided,  however,  that  options  granted to a
Non-Employee  Director  who is a  party  to a  partnership  or  other  agreement
requiring a reduction in  compensation  pursuant to such agreement  based on the
value of options  granted under the Plan,  shall have a five-year term) and (ii)
one year after the Non-Employee Director ceases to be a director for any reason.

         On  December  11,  1997,  the Board  adopted,  subject  to  shareholder
approval,  the 1997 Stock Option  Plan,  which  provides  for similar  automatic
grants to Non-Employee Directors.

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  and
certain other benefits. 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 such options shall continue to vest  according to their  respective
vesting  schedules  until June 30, 1999 and shall be  exercisable  to the extent
vested  until the  options  expire in  accordance  with the terms of the  option
agreements.  The Separation Agreement contains mutual releases and is subject to
confidentiality provisions.


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 and Preferred Stock  beneficially owned by (i) each director of the
Company;  (ii) each of the named executive officers in the Summary  Compensation
Table;  (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 April 27, 1998.  Unless
otherwise  indicated,  the shareholders listed in the table have sole voting and
investment power with respect to the shares indicated.
<TABLE>
<CAPTION>

                                           Common Shares
Name (and Address of 5%                     Beneficially                Percent of
Holder) or Identity of Group(1)             Owned(2)                      Class(2)
-------------------------------            -------------                -----------
<S>                                         <C>                            <C>                       
Robert N. Goodman                                   0                        --
Michael A. Brochu                              12,500 (3)                     *
Timothy I. Maudlin                            762,620 (4)                   7.5%
Alan D. Frazier                               251,135 (5)                   2.5%
Ronald E. Eibensteiner                        327,062 (6)                   3.2%
Ann Kirschner                                       0                        --
Ram Shriram                                         0                        --
Rick Thompson                                       0                        --
Timothy J. Walsh                               66,053 (7)                     *
Joy A. Solomon                                182,500 (8)                   1.8%
Perkins Group                               1,765,925 (9)                   17.4%
 Medical Innovation Partners                  707,922 (10)                  6.9%
Wayne W. Mills                                529,500 (11)                  5.2%
All Directors and Executive                 1,283,517 (12)                 12.2%
 Officers as a Group (9 persons)
</TABLE>
---------------------------

*    Less than 1% of the outstanding shares of Common Stock.

(1)  The  addresses  of the more than 5% holders  are:  Perkins  Group  (Perkins
     Capital  Management,  Inc.  and Perkins  Opportunity  Fund) - 730 East Lake
     Street,  Wayzata,  MN 55391;  Medical  Innovation  Partners  and Timothy I.
     Maudlin - 421 Opus Center, 9900 Bren Road East, Minneapolis, MN 55343; Alan
     D. Frazier - Two Union Square, 601 Union Street,  Suite 2110,  Seattle,  WA
     98101; Wayne W. Mills - 5500 Wayzata Boulevard, Suite 290, Minneapolis,  MN
     55416.

(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  12,500  shares which may be purchased by Mr. Brochu upon exercise
     of currently exercisable options.

(4)  Includes  487,376 shares held by Medical  Innovation Fund ("MIF"),  135,853
     shares held by Medical Innovation Fund II ("MIF II") and 909 shares held by
     MICI  Limited  Partnership  ("MLP");  25,150  shares  held by or for family
     members; 83,784 shares which may be purchased by MIF upon the exercise of a
     currently  exercisable warrant; and 15,000 shares which may be purchased by
     Mr. Maudlin upon exercise of currently  exercisable options. Mr. Maudlin is
     the (i) Managing General Partner of Medical  Innovation  Partners  ("MIP"),
     which is the  General  Partner of MIF,  (ii)  Managing  General  Partner of
     Medical Innovation  Partners II ("MIP II"), which is the General Partner of
     MIF II and  (iii)  General  Partner  of MLP and an  officer  and  principal
     shareholder  of Medical  Innovation  Capital,  Inc.,  which is the Managing
     General Partner of MLP.

(5)  Includes 160 shares held by Frazier & Company,  Inc.,  2,260 shares held by
     Frazier  Management LLC, 224,349 shares which may be purchased by Frazier &
     Company,  L.P. upon exercise of a currently  exercisable warrant and 15,000
     shares  which may be purchased  by Mr.  Frazier upon  exercise of currently
     exercisable  options.  Mr.  Frazier  is the sole  stockholder  of Frazier &
     Company, Inc., which is the managing member of Frazier Management,  LLC and
     the managing member of Frazier & Company, L.P. Mr. Frazier may be deemed to
     share voting and investment power with respect to such shares.  Mr. Frazier
     disclaims  beneficial  ownership of such shares except to the extent of his
     pecuniary interest in such shares arising from his interest in the entities
     referred to herein.

(6)  Includes  135,853  shares  held  by MIF  II,  33,750  shares  which  may be
     purchased  by Mr.  Eibensteiner  upon  exercise  of  currently  exercisable
     options and 11,217 shares which may be purchased by Mr.  Eibensteiner  upon
     exercise of a currently  exercisable warrant. Mr. Eibensteiner is a limited
     partner of MIP II, which is a General  Partner of MIF II. Mr.  Eibensteiner
     disclaims beneficial ownership of such shares.

(7)  Includes 16,053 shares which may be purchased by Mr. Walsh upon exercise of
     currently exercisable options.

(8)  Includes 182,500 shares which may be purchased by Ms. Solomon upon exercise
     of currently exercisable options.

(9)  Of the  shares,  1,181,550  shares are owned by clients of Perkins  Capital
     Management,  Inc.  ("Perkins  Capital")  and  584,375  shares  are owned by
     Perkins  Opportunity  Fund ("Perkins  Fund").  Perkins Capital has the sole
     power to vote 1,061,675  shares,  including  584,375 shares held by Perkins
     Fund,  and no power to vote 703,620  shares.  Perkins  Capital has the sole
     investment  power for all of the shares,  including the 584,375 shares held
     by Perkins  Fund.  The Company  has relied on  information  contained  in a
     Schedule 13G Amendment filed with the Securities and Exchange Commission on
     February 11, 1998 by Perkins Capital and Perkins Fund as a group.

(10) Includes  487,376 shares held by MIF, 135,853 shares held by MIF II and 909
     shares held by MLP and 83,784  shares  which may be  purchased  by MIF upon
     exercise of a currently  exercisable warrant. MIP is the General Partner of
     MIF, MIP II is the General  Partner of MIF II and Timothy I. Maudlin is the
     General Partner of MLP.

(11) The Company has relied on information contained in a Schedule 13D Amendment
     dated September 10, 1997 filed with the Securities and Exchange  Commission
     by Mr. Mills.

(12) Includes  103,520  shares which may be purchased upon exercise of currently
     exercisable options and 308,133 shares which may be purchased upon exercise
     of currently exercisable warrants.


ITEM 13.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Alan D. Frazier, a director of the Company, is a principal of Frazier &
Company,  L.P. In 1997,  the  Company  paid  Frazier & Company,  L.P. a total of
$7,230 for financial consulting services.

         On November 22, 1996, the Company issued convertible  debentures in the
principal amount of $3,500,250, which were convertible into the Company's Common
Stock at a conversion price of $3.25 per share. On October 1, 1997, primarily to
meet  maintenance  requirements  for  continued  listing on the Nasdaq  SmallCap
Market and to improve its balance sheet as the Company sought various  financing
alternatives,  the Company  reduced the  conversion  price to $2.00 per share to
provide an incentive for conversion.  On October 28, 1997, all of the debentures
were  converted  into 1,750,125  shares of the Company's  Common Stock.  Certain
officers,  directors  and  principal  shareholders  purchased  debentures in the
aggregate principal amount of $897,500,  which debentures were converted into an
aggregate of 448,750  shares of the Company's  Common Stock on October 28, 1997,
including (i) 50,000 shares  acquired by Ronald E.  Eibensteiner,  a director of
the Company,  (ii) 100,000 shares  acquired by Medical  Innovation  Fund, a more
than 5% holder and of which Timothy I. Maudlin, a director of the Company, is an
affiliate,  (iii) 125,000  shares  acquired by Frazier  Healthcare  Investments,
L.P., of which Alan D. Frazier, a director of the Company, is an affiliate, (iv)
50,000 shares by Timothy J. Walsh,  Vice President of Sales of the Company,  (v)
10,000 shares acquired by Joy A. Solomon,  Former  President and Chief Executive
Officer of the Company,  and (vi) 113,750  shares  acquired by Wayne W. Mills, a
more than 5% holder.


<PAGE>



                                                    SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its  behalf by the  undersigned,  thereunto  duly  authorized,  in  Minneapolis,
Minnesota, on the 30th day of April, 1998.

                                   IVI PUBLISHING, INC.

                                   By:  /s/ Robert N. Goodman
                                      Robert N. Goodman
                                      President and Chief Executive Officer

         Pursuant to the  requirement  of the  Securities  Exchange Act of 1934,
this Report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

Signature                      Title                           Date

/s/ Robert N. Goodman          President, Chief Executive      April 30, 1998
                               Officer and Director              
                              (Principal Executive Officer)

/s/ Michael D. Conway         Chief Financial Officer and      April 30, 1998
                              Secretary                        
                              (Principal Financial and
                              Accounting Officer)

            *                 Chairman of the Board
-------------------------
    Michael A. Brochu

            *                 Director
-------------------------
     Alan D. Frazier

            *                 Director
-------------------------
  Ronald E. Eibensteiner

            *                 Director
-------------------------
    Timothy I. Maudlin

            *                 Director
--------------------------
       Ann Kirschner

            *                 Director
--------------------------
        Ram Shriram

            *                 Director
--------------------------
        Rick Thompson

/s/ Robert N. Goodman                                          April 30, 1998
      Robert N. Goodman, As
   Attorney-in-Fact pursuant to
Power of Attorney filed with Form
 10-K for year ended December 31,
               1997