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, 1995

                         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                            (IRS Employer
incorporation or organization)                           Identification No.)

                             7500 Flying Cloud Drive
                       Eden Prairie, Minnesota 55344-3739
                    (Address of principal executive offices)

Registrant's telephone number, including area code:  (612) 996-6000

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 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 March 15, 1996 was $79,150,877.

         The  number of shares  outstanding  of the  issuer's  classes of common
stock as of March 15, 1996: Common Stock, $.01 Par Value -- 7,538,532.



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         IVI  Publishing,  Inc.  (the  "Company")  hereby amends Item 14 and the
Index to  Exhibits  of its Form 10-K for the year  ended  December  31,  1995 to
refile certain exhibits for which confidential treatment had been requested.

                                     PART IV

ITEM 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                  FORM 8-K

         (a)(1)  The  following   consolidated   financial   statements  of  IVI
Publishing, Inc. are included in this Report:

                                                                         Page
         Report of the Independent Auditors                               F-1*
         Balance Sheets as of December 31, 1995 and 1994                  F-2*
         Statements of Operations for the years ended December 31,
                  1995, 1994 and 1993                                     F-3*
         Statements of Cash Flow for the years ended December 31,
                  1995, 1994 and 1993                                     F-4*
         Statements of Shareholders' Equity (Deficit) for the years
                  ended December 31, 1995, 1994 and 1993                  F-5*
         Notes to Financial Statements                                    F-6*

         (a)(2) The following  consolidated  financial statement schedule of IVI
Publishing,  Inc.  required by Item 14(d) is  included in a separate  section of
this Report following the financial statements:

         II.      Valuation and Qualifying Accounts                       S-1*

         All other schedules to the financial  statements  required by Article 7
of  Regulation  S-X are not  required  under  the  related  instructions  or are
inapplicable and therefore have been omitted.

         (a)(3) Listing of Exhibits

         The  Exhibits  required  to be a part of this  Report are listed in the
Index to Exhibits which follows the signature page.

         (b) Reports on Form 8-K

         No reports on Form 8-K were filed during the quarter ended December 31,
1995.  However,  a Form 8-K, dated February 23, 1996, was subsequently  filed to
report a lawsuit  filed against the Company by T. Randal  Productions  and T. R.
Partnership.

         (c) Exhibits

         Included in Item 14(a)(3) above.

         (d) Financial Statement Schedules

         Included in Item 14(a)(2) above.

 * Filed with original Form 10-K for year ended December 31, 1995.




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                                   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 be signed
on its behalf by the  undersigned,  thereunto duly  authorized,  in Minneapolis,
Minnesota, on the 4th day of October, 1996.

                                        IVI PUBLISHING, INC.


                                        By /s/ Joy A. Solomon
                                           Joy A. Solomon
                                           President and Chief Executive Officer




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                              IVI PUBLISHING, INC.

               INDEX TO EXHIBITS TO ANNUAL REPORT ON FORM 10-K/A-1
                     FOR FISCAL YEAR ENDED DECEMBER 31, 1995

Exhibit No.

3.1      Amended  and  restated   Articles  of  Incorporation  of  the  Company,
         incorporated  herein by reference  to Exhibit No. 3.2 to the  Company's
         Registration Statement on Form S-1, No. 33-76496 (the "1994 S-1").

3.2      Bylaws of the Company,  incorporated herein by reference to Exhibit No.
         3.2 to the Company's  Registration  Statement on Form S-1, No. 33-67064
         (the "1993 S-1").

4.1      Form of Stock Certificate,  incorporated herein by reference to Exhibit
         No. 4.1 to the 1993 S-1.

4.2      Statement of Registration Rights - Preferred Stock, incorporated herein
         by reference to Exhibit No. 4.2 to the 1993 S-1.

4.3      Warrant  Agreement,  dated as of July 17, 1992, between the Company and
         Medical  Innovation Fund,  incorporated  herein by reference to Exhibit
         No. 4.3 to the 1993 S-1.

4.4      Warrant  Agreement,  dated as of November 30, 1992, between the Company
         and Ronald  Eibensteiner,  incorporated  herein by reference to Exhibit
         No. 4.4 to the 1993 S-1.

4.5      Warrant  Agreement,  dated as of December 20, 1992, between the Company
         and Wayne Mills, incorporated herein by reference to Exhibit No. 4.5 to
         the 1993 S-1.

4.6      Warrant  Agreement,  dated as of June 4, 1993,  between the Company and
         Frazier Investment Securities,  L.P.,  incorporated herein by reference
         to Exhibit No. 4.6 to the 1993 S-1.

10.1     License  Agreement,  dated April 24, 1991,  among the Company,  William
         Morrow Company and Mayo Foundation for Medical  Education and Research,
         as amended, incorporated herein by reference to Exhibit No. 10.1 to the
         1993 S-1.

10.2     Electronic  Publishing  License,  Development and Marketing  Agreement,
         dated April 28,  1993,  between the  Company  and Mayo  Foundation  for
         Medical  Education  and Research,  incorporated  herein by reference to
         Exhibit No. 10.4 to the 1993 S-1.

10.3     Lease,  dated June 15,  1992,  between  the  Company  and BGD5  Limited
         Partnership,  incorporated  herein by  reference to Exhibit No. 10.7 to
         the 1993 S-1.


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10.4     401(k) Savings and Investment Plan, incorporated herein by reference to
         Exhibit No. 10.9 to Amendment No. 1 to the 1993 S-1.

10.5     1991 Stock Option Plan, as amended, incorporated herein by reference to
         Exhibit No. 10.11 to the 1994 S-1.

10.6     IVI   Publishing,   Inc.   Director  Stock  Option  Plan,  as  amended,
         incorporated herein by reference to Exhibit No. 10.12 to the 1994 S-1.

10.7     License Agreement, dated February 9, 1994, between the Company and Time
         Life, Inc. and First Amendment to Titles Development  Agreement,  dated
         as of  February  9, 1994  between  the  Company  and Time  Life,  Inc.,
         incorporated herein by reference to Exhibit No. 10.19 to the 1994 S-1.

10.8     Stock Purchase Agreement, dated March 10, 1994, between the Company and
         America's  Health Network,  Inc.,  incorporated  herein by reference to
         Exhibit No. 10.23 to the 1994 S-1.

10.9     Lease  Agreement,  dated  March  30,  1994,  between  the  Company  and
         Ryan/Wilson  Limited  Partnership,  incorporated herein by reference to
         Exhibit No. 10.25 to the 1994 S-1.

10.10    License, Development and Marketing Agreement, dated September 28, 1994,
         between the Company and Time Life,  Inc.,  incorporated by reference to
         Exhibit  No.  10.25 to the  Company's  Form  10-K  for the  year  ended
         December 31, 1994 (4)

10.11    1994 License,  Development and Marketing Agreement, dated September 27,
         1994, between the Company and Mayo Foundation for Medical Education and
         Research,  incorporated  by  reference  to  Exhibit  No.  10.26  to the
         Company's Form 10-K for the year ended December 31, 1994 (4)

10.12    License  Agreement,  dated  November 10, 1994,  between the Company and
         Massachusetts Medical Society, incorporated by reference to Exhibit No.
         10.27 to the Company's  Form 10-K for the year ended  December 31, 1994
         (4)

10.13    Sublicense Agreement,  dated December 31, 1994, between the Company and
         Georg von Holtzbrinck GmbH & Co.,  incorporated by reference to Exhibit
         No. 10.28 to the  Company's  Form 10-K for the year ended  December 31,
         1994 (4)

10.14    Agreement between America's Health Network, Inc. and the Company, dated
         May 25, 1995 (2)(4)

10.15    Anchor Brand  Content  Provider  Agreement  between AT&T Corp.  and the
         Company, dated October 30, 1995 (2)(4)

10.16    Employment Agreement between the Company and Ronald G. Buck, dated June
         14, 1995 (1)(3)


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10.17    Employment Agreement between the Company and Joy A. Solomon, dated June
         9, 1995 (1)(3)

10.18    Amendment No. 2 to License Agreement among William Morrow Company, Mayo
         Foundation  for Medical  Education and Research and the Company,  dated
         December 29, 1995 (2)(4)

10.19    Financial  Advisor and Consulting  Agreement with Frazier & Company LP,
         dated July 14, 1994, as amended by a letter  agreement,  dated June 28,
         1995. (1)(3)

10.20    First Amendment dated June 27, 1994 and Second  Amendment dated October
         10, 1995 to Lease Agreement between the Company and Ryan/Wilson Limited
         Partnership. (3)

10.21    Agreement  dated  April 1995  among  Ryan/Wilson  Limited  Partnership,
         Wilson Learning Corporation the Company regarding a certain lease. (3)

10.22    Distribution on Consignment Agreement,  dated February 29, 1996 between
         the Company and Davidson & Associates, Inc. (2)(4)

10.23    Sublease  Agreement,  dated January  1996,  between the Company and The
         McGraw-Hill Companies,  Inc.  related to a property leased by Woodland
         Hills  Property-W,  Inc.  pursuant  to a May 23,  1993  lease  with the
         Company. (3)

11       Statement Re: Computation of Per Share Loss. (3)

23.1     Consent of Ernst & Young LLP. (3)

24       Power of Attorney of Ronald G. Buck,  Thomas P. Skiba, Alan D. Frazier,
         Ronald E. Eibensteiner and Timothy I. Maudlin and Charles A. Nickoloff.
         (3)

----------------
(1)      Management Agreement or Compensatory Plan or Arrangement.

(2)      Filed herewith.

(3)      Previously filed.

(4)      Confidential   treatment  has  been  granted  for  certain  information
         contained  in this  exhibit,  which  information  was  filed  with  the
         Securities  and Exchange  Commission  with the  Company's  confidential
         treatment request.




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