SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 29, 1997

                         COMMISSION FILE NUMBER 1-12333

                               IOMEGA CORPORATION
             (Exact name of registrant as specified in its charter)


          DELAWARE                                      86-0385884
(State or other jurisdiction                 (IRS emploer identification number)
of incorporation or organization)


   1821 West Iomega Way, Roy, Utah                             84067
(Address of principal executive offices)                     (ZIP Code)

     Registrant's telephone number, including area code (801) 778-1000

     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 the number of shares  outstanding of each of the issuer's  classes
of common stock, as of June 29, 1997.

COMMON STOCK, PAR VALUE  $.03 1/3                           129,650,370
     (Title of each class)                              (Number of shares)



<PAGE>



                               IOMEGA CORPORATION
                                TABLE OF CONTENTS
                                                                           Page
                          PART I - FINANCIAL STATEMENTS
Item 1.  Financial Statements


    Condensed consolidated balance sheets at June 29, 1997

         and December 31, 1996.........................................       2

    Condensed consolidated statements of operations for the three months

         ended June 29, 1997 and June 30, 1996.........................       4

    Condensed consolidated statements of operations for the six months
         ended June 29, 1997 and June 30, 1996.........................       5

    Condensed consolidated statements of cash flows for the six months
         ended June 29, 1997 and June 30, 1996.........................       6

    Notes to condensed consolidated financial statements...............       8


Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations......................      14

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.............................................      21

Item 2.  Changes in Securities.........................................      22


Item 4.  Submission of Matters to a Vote of Security Holders...........      23


Item 6.  Exhibits and Reports on 8-K...................................      23


Signatures.............................................................      24


Exhibit Index..........................................................      25


This  Quarterly  Report  on Form  10-Q  contains  a  number  of  forward-looking
statements,  including  statements  relating to the sufficiency of cash and cash
equivalent balances and available sources of financing;  projected effective tax
rates;  expected  further  declines in component and  manufacturing  costs;  the
impact on gross  margins of the sales mix  between  disks and drives and the mix
between OEM sales and sales through other channels; anticipated expenditures for
selling, general and administrative and research and development activities; the
possible  effects  on  future  sales due to a  shortage  of  certain  integrated
circuits  utilized in  manufacturing  Zip  drives;  the  possible  effects of an
adverse  outcome in legal  proceedings,  described in Item 1 of Part II, and the
Company's  efforts to protect its intellectual  property rights.  Any statements
contained  herein that are not statements of historical fact may be deemed to be
forward-looking   statements.   Without   limiting  the  foregoing,   the  words
"believes",  "anticipates",  "plans",  "expects"  and  similar  expressions  are
intended to identify forward-looking statements. There are a number of important
factors that could cause actual events or the Company's actual results to differ
materially from those  indicated by such  forwarding-looking  statements.  These
factors include, without limitation, those set forth under, and in the paragraph
immediately preceding,  the caption "Factors Affecting Future Operating Results"
included under "Management's  Discussion and Analysis of Financial Condition and
Results  of  Operations"  in Item 2 of Part I of this  Quarterly  Report on Form
10-Q, and those set forth in Item 1 of Part II of this Quarterly  Report on Form
10-Q.
                                      -1-
<PAGE>

                               IOMEGA CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                 (In thousands)

<TABLE>

                                                                            June 29,          December 31,
                                                                                1997                  1996

                                                                          (Unaudited)
<S>                                                                       <C>                   <C>    
CURRENT ASSETS:

     Cash and cash equivalents                                              $123,612              $108,312
     Temporary investments                                                    11,790                     -
     Trade receivables, net                                                  244,110               210,733
     Inventories                                                             150,542               171,920
     Deferred tax assets                                                      35,367                38,059
     Other current assets                                                     11,493                27,644
                                                                            --------             ---------

         Total current assets                                                576,914               556,668
                                                                            --------             ---------

PROPERTY, PLANT AND EQUIPMENT, at cost                                       216,935               187,125
     Less:  Accumulated depreciation and amortization                        (76,988)              (61,083)
                                                                            --------             ---------

     Net property, plant and equipment                                       139,947               126,042
                                                                            --------             ---------

OTHER ASSETS                                                                   3,448                 3,432
                                                                            --------             ---------

                                                                            $720,309              $686,142
                                                                            ========             =========
</TABLE>


                       The accompanying notes to condensed
             consolidated financial statements are an integral part
                            of these balance sheets.

                                      -2-
<PAGE>



                               IOMEGA CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                        (In thousands, except share data)

<TABLE>

                                                                            June 29,          December 31,
                                                                                1997                  1996

                                                                         (Unaudited)
<S>                                                                      <C>                    <C>
CURRENT LIABILITIES:

     Current portion of notes payable                                    $       398            $   33,770
     Accounts payable                                                        154,355               145,844
     Accrued payroll, vacation and bonus                                      19,024                17,731
     Deferred revenue                                                         17,660                15,677
     Other accrued liabilities                                                86,509                69,847
     Current portion of capitalized lease obligations                          5,438                 4,114
                                                                         -----------            ----------

         Total current liabilities                                           283,384               286,983
                                                                         -----------            ----------
CAPITALIZED LEASE OBLIGATIONS,
     net of current portion                                                    5,883                 5,711
                                                                         -----------            ----------

NOTES PAYABLE, net of current portion                                            177                13,465
                                                                         -----------            ----------
CONVERTIBLE SUBORDINATED NOTES,
     6.75%, due 2001                                                          45,684                45,733
                                                                         -----------            ----------
STOCKHOLDERS' EQUITY:
     Preferred Stock, $.01 par value; authorized 4,750,000
         shares, none issued                                                       -                     -
     Series C, Junior Participating Preferred Stock,
         authorized 250,000 shares, none issued                                    -                     -
     Common Stock, $.03 1/3 par value;  authorized  400,000,000  
         shares,  issued 130,064,975 and 128,277,426 shares at 
         June 29, 1997 and December 31, 1996, respectively                     4,335                 4,275
     Additional paid-in capital                                              271,643               268,426
     Less:  414,605 and 300,000 Common Stock treasury shares
         at June 29, 1997 and December 31, 1996, respectively, at cost        (6,099)               (4,363)
     Deferred compensation                                                      (502)                 (669)
     Retained earnings                                                       115,804                66,581
                                                                         -----------            ----------

         Total stockholders' equity                                          385,181               334,250
                                                                         -----------            ----------

                                                                            $720,309              $686,142
                                                                         ===========            ==========

</TABLE>

                       The accompanying notes to condensed
             consolidated financial statements are an integral part
                            of these balance sheets.

                                      -3-
<PAGE>



                               IOMEGA CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                      (In thousands, except per share data)


<TABLE>

                                                                         For the Three Months Ended
                                                                        June 29,                  June 30,

                                                                            1997                      1996
                                                                    ------------              ------------
                                                                                   (Unaudited)

<S>                                                                    <C>                      <C>
SALES                                                                  $ 400,162                $ 283,638

COST OF SALES                                                            282,703                  207,443
                                                                       ---------                ---------

     Gross margin                                                        117,459                   76,195
                                                                       ---------                ---------
OPERATING EXPENSES:
     Selling, general and administrative                                  60,816                   39,126
     Research and development                                             17,007                   11,542
                                                                       ---------                ---------

         Total operating expenses                                         77,823                   50,668
                                                                       ---------                ---------

OPERATING INCOME                                                          39,636                   25,527

     Interest and other income (expense), net                                598                   (2,239)
                                                                       ---------                ---------

INCOME BEFORE INCOME TAXES                                                40,234                   23,288

     Provision for income taxes                                          (14,025)                  (9,206)
                                                                       ---------                ---------

NET INCOME                                                             $  26,209                $  14,082
                                                                       =========                =========

NET INCOME PER COMMON SHARE                                            $    0.19                $    0.11
                                                                       =========                =========

WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING                                                       136,452                  132,405
                                                                       =========                =========
</TABLE>




                       The accompanying notes to condensed
             consolidated financial statements are an integral part
                              of these statements.

                                      -4-
<PAGE>



                               IOMEGA CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                      (In thousands, except per share data)

<TABLE>

                                                                           For the Six Months Ended
                                                                        June 29,                  June 30,
                                                                            1997                      1996
                                                                    ------------              ------------

                                                                                   (Unaudited)

<S>                                                                    <C>                      <C>
SALES                                                                  $ 761,506                $ 505,626

COST OF SALES                                                            536,768                  369,531
                                                                       ---------                ---------

     Gross margin                                                        224,738                  136,095
                                                                       ---------                ---------

OPERATING EXPENSES:
     Selling, general and administrative                                 115,176                   72,282
     Research and development                                             31,724                   18,533
                                                                       ---------                ---------

         Total operating expenses                                        146,900                   90,815
                                                                       ---------                ---------

OPERATING INCOME                                                          77,838                   45,280

     Interest and other income (expense), net                             (2,274)                  (5,400)
                                                                       ---------                ---------

INCOME BEFORE INCOME TAXES                                                75,564                   39,880

     Provision for income taxes                                          (26,341)                 (15,677)
                                                                       ---------                ---------

NET INCOME                                                             $  49,223                $  24,203
                                                                       =========                =========

NET INCOME PER COMMON SHARE                                            $    0.36                $    0.19
                                                                       =========                =========
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING                                                       136,078                  130,419
                                                                       =========                =========
</TABLE>



                       The accompanying notes to condensed
             consolidated financial statements are an integral part
                              of these statements.

                                      -5-
<PAGE>


                               IOMEGA CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>

                                                                            For the Six Months Ended
                                                                            June 29,              June 30,

                                                                                1997                  1996
                                                                       -------------         -------------
                                                                                     (Unaudited)
<S>                                                                      <C>                   <C>
Cash Flows from Operating Activities:

     Net Income                                                          $   49,223            $   24,203
     Non-Cash Revenue and Expense Adjustments:

         Depreciation and amortization expense                               16,787                 9,674
         Deferred income tax provision (benefit)                              2,692               (18,111)
         Other                                                                  306                   443
     Changes in Assets and Liabilities:
         Trade receivables, net                                             (33,377)              (74,139)
         Inventories                                                         21,378               (47,470)
         Other current assets                                                16,151               (14,295)
         Accounts payable                                                     8,511                64,559
         Accrued liabilities                                                 19,938                31,058
                                                                         ----------            ----------
         Net cash provided from (used in) operating activities              101,609               (24,078)
                                                                         ----------            ----------


Cash Flows from Investing Activities:
     Purchase of property, plant and equipment                              (27,435)              (35,505)
     Purchase of temporary investments                                      (11,790)                    -
     Net decrease in other assets                                               (16)                   71
                                                                         -----------           ----------
         Net cash used in investing activities                              (39,241)              (35,434)
                                                                         -----------           ----------

Cash Flows from Financing Activities:
     Proceeds from sales of Common Stock                                      1,906                 1,458
     Proceeds from issuance of notes payable                                 87,295               701,537
     Payments on notes payable and capitalized lease
         obligations                                                       (135,799)             (719,775)
     Purchase of Common Stock                                                (1,736)                    -
     Tax benefit from dispositions of employee stock                          1,266                 1,607
     Net proceeds from public offering of Common Stock                            -               191,209
     Net proceeds from issuance of convertible
       subordinated notes                                                         -                43,131
                                                                         ----------            ----------

         Net cash provided from (used in) financing activities              (47,068)              219,167
                                                                         ----------            ----------

Net Increase in Cash and Cash Equivalents                                    15,300               159,655

Cash and Cash Equivalents at Beginning of Period                            108,312                 1,023
                                                                         ----------            ----------

Cash and Cash Equivalents at End of Period                               $  123,612            $  160,678
                                                                         ==========            ==========

</TABLE>


                       The accompanying notes to condensed
             consolidated financial statements are an integral part
                              of these statements.

                                      -6-
<PAGE>


                               IOMEGA CORPORATION
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont'd.)
                                 (In thousands)


<TABLE>

                                                                          For the Six Months Ended
                                                                            June 29,              June 30,

                                                                                1997                  1996
                                                                       -------------         -------------
                                                                                    (Unaudited)
<S>                                                                    <C>                   <C>
Supplemental Schedule of Non-Cash
Investing and Financing Activities:

     Property, plant and equipment financed under
         capitalized lease obligations                                 $      3,342          $      6,234
                                                                       ============          ============


     Conversion of Subordinated Notes to Common Stock                  $         49          $        265
                                                                       ============          ============
</TABLE>



                       The accompanying notes to condensed
             consolidated financial statements are an integral part
                              of these statements.

                                      -7-
<PAGE>



                               IOMEGA CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)      SIGNIFICANT ACCOUNTING POLICIES


         In the opinion of management,  the accompanying  condensed consolidated
         financial statements reflect all adjustments (consisting only of normal
         recurring  adjustments)  which are  necessary  to  present  fairly  the
         financial   position  of  Iomega   Corporation  and  subsidiaries  (the
         "Company")  as of June 29, 1997 and December  31, 1996,  the results of
         operations for the three- and six-month periods ended June 29, 1997 and
         June 30, 1996, and cash flows for the six-month  periods ended June 29,
         1997 and June 30, 1996.

         The results of operations  for the three- and  six-month  periods ended
         June 29,  1997 are not  necessarily  indicative  of the  results  to be
         expected for the entire year or for any future period.

         These unaudited condensed  consolidated  financial statements should be
         read in  conjunction  with the  consolidated  financial  statements and
         notes  included in or  incorporated  into the  Company's  latest Annual
         Report on Form 10-K.

         Pervasiveness of Estimates - The preparation of financial statements in
         conformity  with  generally  accepted  accounting  principles  requires
         management to make estimates and  assumptions  that affect the reported
         amounts of assets and liabilities and disclosures of contingent  assets
         and  liabilities  at the  date  of the  financial  statements  and  the
         reported amounts of revenues and expenses during the reporting  period.
         Actual results could differ from these estimates.

         Principles  of  Consolidation  - The condensed  consolidated  financial
         statements  include the  accounts  of the Company and its wholly  owned
         subsidiaries  after elimination of all material  intercompany  accounts
         and transactions.

         Revenue   Recognition  -  The  Company's   customers  include  original
         equipment   manufacturers,   end  users,  retailers  and  distributors.
         Revenue,  less  reserves for  returns,  is  generally  recognized  upon
         shipment to the customer.

         In addition to reserves for returns,  the Company defers recognition of
         revenue on estimated  excess  inventory in the  distribution and retail
         channels. For this purpose, excess inventory is the amount of inventory
         which  exceeds  the  channels'  30 day  requirements  as  estimated  by
         management.  The gross margin  associated  with deferral of revenue for
         returns and estimated  excess channel  inventory  totaled $17.7 million
         and $15.7 million at June 29, 1997 and December 31, 1996, respectively.

         Price  Protection and Volume Rebates - The Company has agreements  with
         certain of its customers which, in the event of a price decrease, allow
         those customers  (subject to certain  limitations)  credit equal to the
         difference  between the price  originally paid and the reduced price on
         units in the customers'  inventories at the date of the price decrease.
         When a price decrease is anticipated,  the Company establishes reserves
         against  gross  accounts   receivable  for  amounts   estimated  to  be
         reimbursed to the qualifying customers.

                                      -8-
<PAGE>

         In addition,  the Company records  reserves at the time of shipment for
         estimated  volume rebates.  These reserves for volume rebates and price
         protection  credits totaled $17.5 million and $17.0 million at June 29,
         1997 and  December  31,  1996,  respectively,  and are  netted  against
         accounts receivable in the accompanying  condensed consolidated balance
         sheets.

         Foreign Currency  Translation - For purposes of  consolidating  foreign
         operations,  the Company has determined the functional currency for its
         foreign operations to be the U.S. dollar. Therefore,  translation gains
         and losses are included in the determination of income.

         Cash  Equivalents  and  Temporary  Investments  - For  purposes  of the
         statements of cash flows, the Company  considers all highly liquid debt
         instruments  purchased  with  maturities of three or fewer months to be
         cash equivalents. Instruments with maturities in excess of three months
         are classified as temporary  investments.  Cash  equivalents  primarily
         consist of investments in money market mutual funds,  commercial paper,
         option rate preferred  stock and taxable  municipal bonds and notes and
         are  recorded at cost,  which  approximates  market.  At June 29, 1997,
         temporary investments consist of certificates of deposit and commercial
         paper recorded at cost, which approximates market.

         Inventories - Inventories  include direct  materials,  direct labor and
         manufacturing  overhead  costs  and are  recorded  at the lower of cost
         (first-in, first-out) or market and consist of the following:

<TABLE>

                                                                        June 29,              December 31,
                                                                            1997                      1996
                                                                     -----------              ------------
                                    <S>                              <C>                      <C>

                                    Raw materials                    $    75,517              $     88,728
                                    Work-in-process                       20,633                    14,004
                                    Finished goods                        54,392                    69,188
                                                                     -----------               -----------
                                                                     $   150,542               $   171,920
                                                                     ===========               ===========
</TABLE>

         Reclassifications  - Certain  reclassifications  were made to the prior
         periods' condensed  consolidated  financial  statements to conform with
         the current presentation.

         Net Income Per Common  Share - Net income per common  share is based on
         the  weighted  average  number of shares of Common  Stock and  dilutive
         common stock equivalent shares  outstanding  during the period.  Common
         stock equivalent  shares consist primarily of stock options that have a
         dilutive effect when applying the treasury stock method.

                                      -9-
<PAGE>

         In February 1997,  the Financial  Accounting  Standards  Board released
         Statement of Financial  Accounting  Standards  No. 128,  "Earnings  per
         Share"  (SFAS  128).   This   statement   specifies  the   computation,
         presentation,  and disclosure requirements for earnings per share (EPS)
         for financial  statements  issued for all periods ending after December
         15, 1997.  SFAS 128 replaces the standards for computing EPS previously
         found in APB  Opinion  No.  15 with a  presentation  of  Basic  EPS and
         Diluted EPS. The following  represents the Company's pro forma earnings
         per share as computed under the rules of SFAS 128:

<TABLE>

         For the Three Months Ended            For the Six Months Ended
                                            June 29, 1997     June 30, 1996     June 29, 1997    June 30, 1996
                                            -------------     -------------     -------------    -------------
             <S>                                 <C>               <C>             <C>               <C>
             Pro Forma Basic EPS                 $0.20             $0.12           $0.38             $0.21

             Pro Forma Diluted EPS               $0.19             $0.11           $0.36             $0.19
</TABLE>


 (2)     INCOME TAXES

         Income taxes for the six months ended June 29, 1997 have been  provided
         for at an effective  rate of 35%  compared to an effective  rate of 39%
         for the year ended  December  31,  1996.  This tax rate is based on the
         Company's  projected  mix of domestic  and foreign  pre-tax  income for
         1997.  The decrease in the effective tax rate is due to tax  advantages
         associated with the relocation of the Company's  manufacturing capacity
         to Malaysia and the move of the Company's  European  headquarters  from
         Germany to Switzerland.

         U.S.  taxes have not been  provided for  unremitted  foreign  earnings
         which  are  considered  to  be  permanently   reinvested  in  non-U.S.
         operations.

         Cash paid for income taxes was $13.8  million for the first six months
         of 1997 and $22.0 million for the corresponding period in 1996.

                                      -10-
<PAGE>

(3)      NOTES PAYABLE

         Line of Credit - On March 11,  1997,  the Company  entered  into a $200
         million Senior Secured Credit Facility ("Credit  Facility") with Morgan
         Guaranty Trust Company of New York,  Citibank,  N.A. and a syndicate of
         other lenders.  The Credit  Facility is a three-year  revolving line of
         credit secured by U.S. and Canadian accounts receivable and a pledge of
         66% of the stock of certain of the Company's  subsidiaries.  Borrowings
         under the Credit  Facility are limited to the lesser of 70% of eligible
         accounts  receivable or $200 million.  Under the Credit  Facility,  the
         Company  may  borrow at a base  rate,  which is the  higher of prime or
         federal funds plus a margin of 0.0% to 0.5%, depending on the Company's
         debt-to-equity  ratio,  or at  LIBOR  plus a  margin  of 1.0% to  2.0%,
         depending on the Company's  debt-to-equity  ratio.  Total  availability
         under the Credit Facility at June 29, 1997 was $170.9 million, of which
         none was  outstanding.  Among other  restrictions,  the Credit Facility
         treats a change of control  (as  defined)  as an event of  default  and
         requires the maintenance of minimum levels of consolidated tangible net
         worth and earnings.

         Capital  Leases - The Company has entered  into various  agreements  to
         obtain   capital   lease   financing   for  the   purchase  of  certain
         manufacturing   equipment,   software,   office   furniture  and  other
         equipment.  The leases have  36-month  to 60-month  terms and mature at
         various  dates from July 1998 to March  2000.  Principal  and  interest
         payments are payable  monthly and  quarterly.  Interest rates are fixed
         and range  from 7.1% to 10.2%.  The  leases  are  secured by the leased
         equipment, software and furniture.

         Other Term Notes - During the second quarter of 1997, the Company fully
         paid a term note with an  outstanding  balance  of  approximately  $1.6
         million. At June 29, 1997, the Company had only one term note remaining
         for which $.6 million was  outstanding.  This  remaining  term note was
         subsequently fully paid in July 1997.

         Promissory  Note on  Malaysian  Manufacturing  Facility - In  September
         1996, the Company entered into an agreement with Quantum Corporation to
         finance a portion of the  purchase  price of a building  and  equipment
         associated  with a  manufacturing  facility  in Penang,  Malaysia.  The
         amount financed under this agreement totaled $18 million.  During April
         1997, the Company elected to prepay the entire $18 million plus accrued
         interest.

                                      -11-
<PAGE>

(4)      OTHER MATTERS

         Increase  in  Authorized  Shares  - On  April  22,  1997,  shareholders
         approved  an  amendment  to  the  Company's  Restated   Certificate  of
         Incorporation  increasing  the  number of  authorized  shares of Common
         Stock from 150,000,000 to 400,000,000.

         Significant  Customers - During the three  months and six months  ended
         June 29, 1997, sales to Ingram Micro,  Inc.  accounted for 12% and 13%,
         respectively,  of consolidated  sales.  During the three months and six
         months ended June 30, 1996, sales to Ingram Micro,  Inc.  accounted for
         17% and 14%,  respectively,  of  consolidated  sales.  No other  single
         customer  accounted for more than 10% of the Company's  sales for these
         periods.

         Forward  Exchange  Contracts - The Company has  commitments to sell and
         purchase foreign  currencies  relating to forward exchange contracts in
         order to hedge against future currency fluctuations.

         At  June  29,  1997  outstanding   forward  exchange  sales  (purchase)
         contracts, which all mature in September 1997, were as follows:

<TABLE>

                                                                                       Contracted
                  Currency                              Amount                       Forward Rate

                  <S>                            <C>                                     <C>
                  Belgian Franc                      4,500,000                              35.38
                  British Pound                      3,500,000                                .60
                  Dutch Guilder                      3,100,000                               1.93
                  French Franc                      15,200,000                               5.79
                  German Mark                       (4,800,000)                              1.71
                  Irish Punt                          (200,000)                               .66
                  Italian Lira                   7,200,000,000                           1,688.17
                  Malaysian Ringgitt                (5,200,000)                              2.53
                  Spanish Peseta                   200,000,000                             145.33
                  Swiss Franc                          900,000                               1.42
</TABLE>

         The contracts are revalued at the month-end spot rate. Gains and losses
         on foreign  currency  contracts  intended to be used to hedge operating
         requirements  are  reported  currently  in income.  Gains and losses on
         foreign  currency  contracts  intended  to meet  firm  commitments  are
         deferred  and are  recognized  as part  of the  cost of the  underlying
         transaction  being  hedged.  At June  29,  1997,  all of the  Company's
         foreign   currency   contracts  are  being  used  to  hedge   operating
         requirements.  The Company's  theoretical risk in these transactions is
         the cost of replacing,  at current market rates, these contracts in the
         event of default by the counterparty.

                                      -12-
<PAGE>

         (5)       SUBSEQUENT EVENT

         In July 1997, the Company was named as a defendant in a purported class
         action  lawsuit  alleging  violations  of  the  Magnuson-Moss  Consumer
         Products  Warranties  Act and the  Delaware  Consumer  Fraud  Act.  The
         claimed  violations are based on alleged breaches of the Company's Zip,
         Jaz and Ditto product warranties and on the Company's technical support
         charges and  practices.  The relief  sought in the  complaint  includes
         injunctive  relief,  restitution  for  amounts  paid by  consumers  for
         certain  calls  to  Iomega's  technical  support  line  and  reasonable
         attorneys' fees.  The Company is in the  process of  investigating  and
         evaluating  the  claims  stated  in the  complaint  and  assessing  the
         maintainability of this suit as a class action.

                                      -13-
<PAGE>


                               IOMEGA CORPORATION

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
---------------------

The Company reported sales of $400.2 million and net income of $26.2 million, or
$0.19 per share, in the second quarter of 1997. This compares to sales of $283.6
million  and net  income of $14.1  million,  or $0.11 per  share,  in the second
quarter of 1996. For the first six months of 1997, sales were $761.5 million and
net income was $49.2  million,  or $0.36 per share,  compared to sales of $505.6
million and net income of $24.2 million,  or $0.19 per share,  for the first six
months of 1996.


SALES
-----

Sales for the three months ended June 29, 1997 increased by $116.6  million,  or
41.1%, when compared to the corresponding period of 1996. The primary reason for
the increase was higher sales of Zip and Jaz products  reflecting higher volumes
of drive units offset by lower prices. Combined Zip and Jaz sales totaled $370.8
million,  or 92.7% of total sales, in the second quarter of 1997, as compared to
$246.2 million, or 86.8% of total sales, in the second quarter of 1996. Sales of
Zip drives to OEM customers  increased to  approximately  30% of total Zip drive
unit sales in the second  quarter of 1997,  as  compared  to less than 3% in the
second  quarter of 1996.  Ditto  product  sales also  increased  slightly in the
second  quarter of 1997,  as total  Ditto sales were $28.9  million,  or 7.2% of
sales, as compared to $28.4 million, or 10.0% of sales, in the second quarter of
1996.

Sales for the six months  ended June 29, 1997  increased by $255.9  million,  or
50.6%,  when  compared to the  corresponding  period of 1996.  Zip and Jaz sales
totaled $693.8 million, or 91.1% of total sales, and Ditto product sales totaled
$64.5 million,  or 8.5% of total sales. When compared to the first six months of
1996, Zip and Jaz sales increased by $262.2  million,  and Ditto sales increased
by $8.5 million.

Sales in Europe  were $107.4  million,  or 26.8% of total  sales,  in the second
quarter of 1997, as compared to $56.3 million,  or 19.9% of sales, in the second
quarter of 1996.  For the first six months of 1997,  sales in Europe were $214.7
million,  or 28.2% of total sales,  as compared to $118.8  million,  or 23.5% of
total sales, for the first six months of 1996. Sales in Asia were $46.4 million,
or 11.6% of total  sales,  in the second  quarter of 1997,  as compared to $35.5
million,  or 12.5% of total sales,  in the second quarter of 1996. For the first
six months of 1997, sales in Asia were $74.3 million, or 9.8% of total sales, as
compared to $56.9 million,  or 11.3% of total sales, for the first six months of
1996.

                                      -14-
<PAGE>


GROSS MARGIN
------------

The Company's overall gross margin percentage was 29.4% in the second quarter of
1997, as compared to 26.9% in the second  quarter of 1996.  Overall gross margin
percentage for the first six months of 1997 was 29.5%,  as compared to 26.9% for
the first six months of 1996. Gross margins  increased in the second quarter and
first six months of 1997, as compared to the second quarter and first six months
of 1996,  due primarily to reductions in component  material  costs and per unit
manufacturing  overhead costs,  plus a higher ratio of disk sales to drive sales
on Zip products.  These  improvements  were partially offset by price reductions
enacted  during the  second  quarter of 1997 for Zip,  Jaz and Ditto  drives,  a
recall of  approximately  75,000  Jaz disks  (discussed  below),  plus a growing
percentage of drives sold to OEMs.  Jaz product gross margins are lower than Zip
product gross margins, due in large part to a lower ratio of disk sales to drive
sales.  Gross margins on Ditto products were lower in the second quarter of 1997
than the second quarter of 1996, due primarily to lower prices on Ditto drives.

Gross  margins for the  remainder  of 1997 will depend in large part on sales of
Zip and Jaz disks,  which generate  significantly  higher gross margins than the
corresponding  drives,  and on the sales mix between disks and drives, and among
Zip, Jaz and Ditto products.  Although the Company expects the costs of Zip, Jaz
and Ditto products to decline in the future due to lower component material cost
and lower per unit overhead  expenses,  the gross margin percentages will depend
in large part on the Company's  ability to achieve planned cost  reductions,  as
well as on recent and any future  pricing  actions.  Also,  future  gross margin
percentages  will be  impacted by the mix  between  OEM sales,  which  generally
provide lower gross margins than sales through other channels, and retail sales,
as well as other factors.

In April 1997,  the  Company  announced  the recall of a batch of  approximately
75,000 Jaz cartridges manufactured within the period March 13, 1997 to April 20,
1997 at one of the  Company's  facilities.  The recall was  announced  after the
Company's  ongoing  reliability  testing  revealed  that the batch of cartridges
contained a component  that did not  conform  over time to Iomega's  reliability
requirements.  The Company  contacted its  distributors  and channel partners to
remove the affected  cartridges from their inventories and took steps to replace
any affected cartridges  purchased by customers.  The costs associated with this
recall  totaled  approximately  $3.1  million,  which  lowered the overall gross
margin percentage from 30.1% to 29.4%, in the second quarter of 1997.

                                      -15-
<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------

Selling,  general and  administrative  expenses  increased by $21.7  million and
$42.9 million in the second quarter and first six months of 1997,  respectively,
when compared to the corresponding period of 1996, and increased as a percentage
of sales to 15.2% and 15.1% in the second  quarter and first six months of 1997,
respectively,  from 13.8% and 14.3%, respectively,  in each of the corresponding
periods of 1996.  The  increased  expenses  in the  second  quarter of 1997 were
primarily the result of the expansion of the Company's international  operations
and  customer  satisfaction  group,  advertising  expenses  incurred to increase
market awareness of Zip, Jaz and Ditto products,  variable selling expenses, and
increased salaries and wages associated with increased headcount in all areas of
sales,  marketing and  administration.  Management expects selling,  general and
administrative expenses to increase further in the remainder of 1997 in absolute
dollars due primarily to increased  advertising and promotional  expenses in the
United States,  Europe and Asia, as well as increased  variable selling expenses
and increased fixed administrative expenses.


RESEARCH AND DEVELOPMENT EXPENSES
---------------------------------

Research and development expenses for the second quarter and first six months of
1997  increased  by $5.5  million,  or  47.4%,  and  $13.2  million,  or  71.2%,
respectively,  when compared to the second quarter and first six months of 1996.
Research and  development  also  increased as a percentage  of sales to 4.3% and
4.2% of sales in the second quarter and first six months of 1997,  respectively,
as compared to 4.1% and 3.7% of sales in the second quarter and first six months
of 1996,  respectively.  The increase was primarily  the result of  expenditures
related to the  continued  development  and  enhancement  of Zip,  Jaz and Ditto
products,  as well as continued  development  expenses  related to the Company's
n*hand and other products.  Management  expects continued  increases in research
and development  expenses during the remainder of 1997, in absolute dollars,  as
the result of planned  increases in resources  dedicated to product  development
and enhancement.


OTHER
-----

The Company  recorded  interest  income of $1.4  million and $2.5 million in the
second quarter and first six months of 1997,  respectively,  as compared to $0.5
million and $0.6 million in the comparable periods of 1996, respectively, due to
increased  available cash balances in the second quarter and first six months of
1997.  Interest  expense was $1.2 million and $3.7 million in the second quarter
and first six months of 1997, respectively, as compared to $2.4 million and $4.6
million in the second  quarter and first six months of 1996,  respectively.  The
decrease in interest  expense is primarily due to decreased  average  borrowings
during  the second  quarter of 1997  resulting,  in large  part,  from the early
payment of the $18 million  obligation  relating to the Malaysian  manufacturing
facility and the repayment of amounts  outstanding under an agreement to finance
European accounts receivable and other notes payable.

Also  included in other  income and  expense  were bank  charges  related to the
European financing  agreement which totaled  approximately $0.8 million for both
six month periods.

                                      -16-
<PAGE>

INCOME TAXES
------------

For the first six months of 1997,  the Company  recorded an income tax provision
of  $26.3  million,  representing  an  effective  income  tax  rate of 35%.  The
effective tax rate decreased from 39% in the first six months of 1996 due to tax
advantages associated with the relocation of manufacturing  capacity to Malaysia
and the  relocation  of the  Company's  European  headquarters  from  Germany to
Switzerland. Differences between the currently anticipated mix of foreign income
versus domestic income,  and the actual mix, may have an impact on the effective
tax rate that is recorded during the remainder of 1997.


SEASONALITY
-----------

The  Company's  Ditto,  Zip and Jaz  products  are sold  primarily to the retail
consumer market. This market is generally  seasonal,  with a substantial portion
of total sales  occurring  in the fourth  quarter and sales  slowdowns  commonly
occurring  during  the summer  months.  In light of the  seasonal  nature of the
market  for the  Company's  products,  revenues  for any prior  quarter  are not
necessarily indicative of the revenues to be expected in any future quarter.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

At June  29,  1997,  the  Company  had  cash,  cash  equivalents  and  temporary
investments of $135.4 million, working capital of $293.5 million, and a ratio of
current assets to current  liabilities of 2.04 to 1. During the first six months
of 1997, the Company generated $101.6 million of cash from operating activities.
The primary  sources of cash provided by operating  activities  were net income,
non-cash  expenses,  reductions of  inventories  and other current  assets,  and
increases in accounts payable and accrued liabilities.  Inventories decreased by
$21.4 million,  due primarily to a reduction in raw materials and finished goods
resulting from improved inventory  management and an increase in inventory turns
to 7.5 for the second  quarter of 1997 as  compared to 6.6 during  fiscal  1996.
Other current assets decreased by $16.2 million, due primarily to the collection
of value-added taxes in Europe,  offset by higher prepaid advertising  expenses.
Accounts payable increased by $8.5 million,  due primarily to timing of payments
to vendors.  Accrued  liabilities  increased  $19.9 million and included,  among
other changes,  an $8.3 million  increase in income taxes payable,  a $6 million
increase in marketing and advertising  accruals,  and a $2.0 million increase in
deferred revenue.  These sources of cash were offset by a $33.4 million increase
in net accounts  receivable,  due primarily to increased sales and the timing of
sales and  collections  during the respective  quarters.  The Company used $39.2
million of cash in investing  activities during the first six months of 1997 for
the purchase of property,  plant and equipment and temporary  investments.  Cash
used in financing  activities  totaled $47.1 million during the first six months
of 1997,  and  included  $48.5  million of net  payments  on notes  payable  and
capitalized lease  obligations and $1.7 million to repurchase  114,605 shares of
the  Company's  Common  Stock,   offset  by  a  $1.2  million  tax  benefit  for
dispositions  of employee stock and proceeds of $1.9 million for sales of Common
Stock to option holders.

                                      -17-
<PAGE>

On March 11, 1997, the Company entered into a $200 million Senior Secured Credit
Facility  ("Credit  Facility")  with Morgan  Guaranty Trust Company of New York,
Citibank,  N.A.  and a  syndicate  of other  lenders.  The Credit  Facility is a
three-year  revolving  line of credit  secured  by U.S.  and  Canadian  accounts
receivable  and a  pledge  of 66% of  the  stock  of  certain  of the  Company's
subsidiaries.  Borrowings under the Credit Facility are limited to the lesser of
70% of eligible accounts receivable or $200 million.  Under the Credit Facility,
the Company  may borrow at a base rate,  which is the higher of prime or federal
funds plus a margin of 0.0% to 0.5%,  depending on the Company's  debt-to-equity
ratio,  or at LIBOR plus a margin of 1.0% to 2.0%,  depending  on the  Company's
debt-to-equity  ratio.  Total availability under the Credit Facility at June 29,
1997  was  $170.9  million,   of  which  none  was   outstanding.   Among  other
restrictions,  the Credit Facility treats a change of control (as defined) as an
event of default and requires the  maintenance of minimum levels of consolidated
tangible net worth and earnings.

The Company's  balance sheet at June 29, 1997 reflected current notes payable of
$0.4 million and long-term  notes  payable of $0.2 million  consisting of a term
loan.  The current and long-term  portions of capitalized  lease  obligations at
June 29,  1997 were $5.4  million  and $5.9  million,  respectively.  During the
second  quarter of 1997,  the Company paid the entire $18.0 million  obligation,
plus accrued interest,  relating to the purchase of its Malaysian  manufacturing
facility and $1.6 million related to a term note payable.

The Company had $45.7 million of convertible  subordinated  notes outstanding at
June 29,  1997,  which bear  interest  at 6.75% per year and mature on March 15,
2001. Additions to property,  plant and equipment during the first six months of
1997 totaled $30.7  million,  partially  offset by $3.3 million in proceeds from
capital leases.

The Company  expects that its balance of cash,  cash  equivalents  and temporary
investments,  together with current and future  sources of available  financing,
will be  sufficient  to fund the  Company's  operations  during the next  twelve
months.  Thereafter,  the Company may  require  additional  funds to finance its
operations.  The precise  amount and timing of the  Company's  future  financing
needs, if any, cannot be determined at this time, and will depend on a number of
factors,   including  the  market  demand  for  the  Company's   products,   the
availability  of critical  components,  the  progress of the  Company's  product
development  efforts,  the success of the  Company in  improving  its  inventory
management, and the Company's management of its accounts receivable and accounts
payable.

                                      -18-
<PAGE>

FACTORS AFFECTING FUTURE OPERATING RESULTS
------------------------------------------

Because the Company is relying on its Zip and Jaz products  for the  substantial
majority of its sales in 1997,  the  Company's  future  operating  results  will
depend in large  part on the  ability  of those  products  to attain  widespread
market  acceptance.  Although the Company  believes  there is market  demand for
removable  data  storage  solutions  for  personal  computers,  there  can be no
assurance that the Company will be successful in establishing Zip and Jaz as the
preferred  solutions  for that  market  need.  The  extent  to which Zip and Jaz
achieve a  significant  market  presence  will  depend upon a number of factors,
including  the  price,   performance  and  other  characteristics  of  competing
solutions  introduced by other  vendors,  including  the LS-120  (product of the
consortium  of Compaq  Computer,  Imation and MKE) and SyJet 1.5 GB and EZ Flyer
230 (products of Syquest Technology,  Inc.) and the Shark 250 (product of Avatar
Peripherals,  Inc.; the success of the Company in meeting targeted  availability
dates  for  new  products;  the  success  of the  Company  in  establishing  and
maintaining  OEM  arrangements  and  meeting  OEM  quality,   supply  and  other
requirements;  the  willingness  of OEMs to promote the products  containing the
Company's  drives;  the ability of the Company to create demand for Zip and Jaz,
including demand from leading personal  computer  manufacturers;  the success of
the Company in educating  consumers about the existence and possible uses of Zip
and Jaz products as storage  devices;  any adverse consumer  reaction  resulting
from the  recall  of a limited  number  of Jaz  disks;  and the  success  of the
Company's  plans to improve  customer  service and  satisfaction.  In  addition,
component  problems,  shortages,  quality issues or other factors  affecting the
supply  of  the  Company's   products,   and  the  Company's  inability  to  add
manufacturing  capacity as needed could limit the Company's sales and provide an
opportunity for competing  products to achieve market  acceptance.  For example,
sales  were  adversely  affected  during  the  second  quarter  of 1997 due to a
shortage of integrated  circuits for Zip drives,  resulting from interrupted and
insufficient  shipments from a vendor, and may also be adversely affected in the
second half of 1997.

The Company's  business strategy is substantially  dependent on maximizing sales
of its  proprietary  Zip and Jaz  disks,  which  generate  significantly  higher
margins than its disk drives. If this strategy is not successful, either because
the Company does not establish a  sufficiently  large  installed base of Zip and
Jaz  drives,  because  the sales mix  between  disks and drives is below  levels
anticipated by the Company,  because  another party succeeds in producing  disks
that are compatible with Zip and/or Jaz drives without  infringing the Company's
proprietary  rights,  or for any other  reason,  the  Company's  sales  would be
adversely  affected,  and its net income would be  disproportionately  adversely
affected.

Future  market  demand  for the  Company's  products  cannot be  predicted  with
certainty.  Sales of Zip and Jaz  products  in 1996 and the first six  months of
1997 were the primary reasons for the Company's revenue growth in these periods.
However,  these sales may not be  indicative  of the  long-term  demand for such
products.  Accordingly,  the sales growth experienced by the Company in 1996 and
in the first six months of 1997  should not be  assumed to be an  indication  of
future sales.  Moreover,  because the Company's expense levels are based in part
on  expectations  of future sales  levels,  a shortfall in expected  sales could
result in a disproportionate  decrease in the Company's net income. In addition,
the  Company  has  experienced  and  may in the  future  experience  significant
fluctuations in its quarterly operating results.

                                      -19-
<PAGE>

In addition  to the risks  surrounding  existing  products,  the  Company  faces
development,  manufacturing,  demand and market  acceptance risks with regard to
future products,  including n*hand.  The Company's future operating results will
depend in part on its  success in  introducing  enhanced  and new  products in a
timely and competitively effective manner.

The Company has significant  international  operations with  transactions  often
denominated  in foreign  currencies.  The Company  enters into forward  exchange
contracts  to sell or buy foreign  currencies  as a means of hedging its foreign
operating requirements. Fluctuations in the value of foreign currencies relative
to the U.S. dollar could result in foreign currency gains and losses.

A significant portion of the Company's revenues are currently being generated in
Europe and Asia.  The Company's  existing  infrastructure  outside of the United
States is significantly  less mature and developed than in the United States. In
particular,  the Company's relocation of its European operations from Germany to
Switzerland  and the  Netherlands,  combined with the expansion of the Company's
Asian  headquarters and sales offices,  could adversely impact sales momentum in
these international markets.

Zip and Jaz are both  relatively  new  products,  and the Company  continues  to
refine the design of these products in an effort to improve product  performance
and reduce manufacturing costs. In addition,  the Company depends on independent
parties for the supply of critical components for its Zip and Jaz products. As a
result of these and other factors,  the Company may experience problems relating
to the quality and/or  reliability of certain of its products.  For example,  in
April 1997 the  Company  recalled a limited  number of its Jaz  cartridges.  Any
product availability, quality or reliability problems experienced by the Company
could have an adverse  effect on the Company's  sales and net income,  result in
damage to the  Company's  reputation  in the  marketplace,  and/or  subject  the
Company to damage claims from its customers.

Other  factors  that  could  cause  actual  events or actual  results  to differ
materially from those indicated by any  forward-looking  statements  include the
ability of  management to manage growth and an  increasingly  complex  business,
market demand for personal computers with which the Company's products are used,
transportation issues, product and component pricing, competition,  intellectual
property  rights,  litigation  (see "Legal  Proceedings")  and general  economic
conditions.

                                      -20-
<PAGE>

                               IOMEGA CORPORATION

                           PART II - OTHER INFORMATION

Item 1.           Legal Proceedings

As  previously  disclosed in the  Company's  Annual  Report on Form 10-K for the
period ended  December 31, 1996,  the Company has commenced  litigation  against
Nomai S.A.  ("Nomai") in  conjunction  with Nomai's  alleged plans to announce a
disk product claimed to be compatible with the Company's Zip drive.  The Company
has not licensed  Nomai to  manufacture  or sell Zip products,  and believes the
Nomai planned product would infringe the Company's copyrights, patents and other
intellectual property rights and constitute unfair competition.  With respect to
the preliminary  injunction obtained by the Company against Nomai in Germany and
previously  described in the Company's Annual Report on Form 10-K for the period
ended December 31, 1996, Nomai has now opposed this injunction.  A court hearing
relating to such  opposition  is scheduled to occur on August 26, 1997.  On June
20, 1997, the District Court in Paris, France issued a ruling granting, in part,
the Company's motion for a preliminary injunction against Nomai. Under the Paris
court's order, from which an appeal may be taken by Nomai until August 19, 1997,
Nomai is prohibited from manufacturing,  having manufactured, offering for sale,
selling or licensing any disk  reproducing  certain aspects of Iomega's Zip disk
cartridges.

The  Company's  suit  against  Thames  Automation,  Inc.,  in the United  States
District Court for the District of Utah,  previously  described in the Company's
Quarterly  Report on From 10-Q for the period ended March 30, 1997,  was settled
following  a  three-day  hearing  on  the  Company's  motion  for a  preliminary
injunction.  An  Order  was  entered  on July  29,  1997 by the  District  Court
approving  the  confidential  terms of the  parties'  Settlement  Agreement  and
vacating the prior Order of the Court entered April 11, 1997.

An adverse  outcome in any of the  ongoing  proceedings  referred to above could
result in the introduction by Nomai in one or more countries of a Zip-compatible
product.  Any such  introduction  could  have a material  adverse  effect on the
Company's future sales and operating results.

On July 29,  1997,  the Company  filed suit  against  SyQuest  Technology,  Inc.
("SyQuest"),  in the United States  District  Court for the District of Delaware
claiming  patent and  trademark  infringement  with respect to  SyQuest's  SyJet
product,  including infringement of United States Patent Nos. 5,644,444,  issued
July 1, 1997, covering Iomega's  "Read/Write  Software Protect Scheme for a Disk
Cartridge and Drive", and D378518,  issued March 18, 1997,  covering a "Computer
Storage Disk Cartridge". The Company is seeking injunctive relief and damages in
an  unspecified  amount.  As of August  11,  1997,  SyQuest  had not yet filed a
responsive  pleading  to the  Company's  complaint  and  discovery  had  not yet
commenced.

The Company intends to vigorously protect and enforce its intellectual  property
rights in the proceedings referenced above.

                                      -21-
<PAGE>

As reported in a press release  issued July 23, 1997, the Company has been named
as a defendant in Cox v. Iomega Corporation, a purported class action suit filed
in the  Chancery  Court of the State of  Delaware  on July 16,  1997.  The named
plaintiff,  who  purchased  a Zip drive in 1996,  purports  to  represent  other
similarly  situated  consumers who have purchased Zip, Jaz or Ditto products for
household  purposes since July 16, 1994. The complaint alleges violations of the
Magnuson-Moss  Consumer Products  Warranties Act and the Delaware Consumer Fraud
Act based on, among other things, the Company's imposition,  beginning in August
1996, of per-incident  support charges  applicable to certain support  requests,
alleged difficulties in reaching the Company's technical support call center and
alleged  difficulties in installing Zip drives, as well as an alleged failure by
the Company to specify whether certain of its warranties are "Full" or "Limited"
within the meaning of the Magnuson-Moss  Consumer  Products  Warranties Act. The
relief sought in the complaint  includes  injunctive  relief,  restitution in an
unspecified  amount for  charges  paid by  consumers  for  certain  calls to the
Company's technical support line and reasonable  attorneys' fees. As the lawsuit
has just been filed,  the Company is still in the process of  investigating  and
evaluating the claims stated in the complaint and assessing the  maintainability
of this suit as a class action.  The Company intends to defend itself vigorously
against the claims asserted in the lawsuit.


Item 2.   Change in Securities

During the second  quarter of 1997,  the Company  issued  3,847 shares of Common
Stock upon conversion of its 6-3/4%  Convertible  Subordinated Notes due 2001 in
reliance upon the exemption from  registration  set forth in Section  3(a)(9) of
the  Securities  Act.  No  underwriters  were  engaged in  connection  with such
issuances.  The  Company  did not sell any other  equity  securities  during the
second quarter of 1997 that were not registered under the Securities Act.

                                      -22-
<PAGE>

Item 4.           Submission of Matters to a Vote of Security Holders

The Company's Annual Meeting of Stockholders was commenced on April 22, 1997 and
adjourned to May 19, 1997 and June 6, 1997. The following proposals were adopted
by the vote specified below:
<TABLE>

                                                              Against/                            Broker
Proposal                                      For             Withheld          Abstain          Non-Votes
------------------------------            -----------         ---------        ---------        -----------
<S>                                       <C>                 <C>              <C>              <C>
1.    Election of Directors:
         Willem H.J. Andersen             122,380,022         2,067,649
         Robert P. Berkowitz              122,288,479         2,159,192
         David J. Dunn                    122,373,971         2,073,700
         Kim B. Edwards                   122,369,104         2,078,567
         Michael J. Kucha                 122,382,831         2,064,840
         John Myers                       122,383,736         2,063,935
         John Nolan                       122,379,305         2,068,366
         John Sheehan                     122,156,937         2,290,734

2.    Approval of Classified
         Board of Directors                65,424,500         8,248,408        1,292,937        49,481,826

3.    Approval of Authorized
         Share Increase to
         400,000,000                      113,541,219         9,836,385        1,070,067

4.    Approval of 1997 Stock
         Incentive Plan                   112,440,442        10,499,451        1,507,778

5.    Approval of Amendments
         to 1995 Director Stock
         Option Plan                      113,718,906         8,645,606        2,083,159

6.    Ratification of Arthur
         Andersen LLP as
         Independent Auditors             122,686,268           899,507          861,896
</TABLE>


Item 6.           Exhibits and Reports on Form 8-K

(a)      Exhibits.  The exhibits  listed on the Exhibit Index filed as a part of
         this  Quarterly  Report  on  Form  10-Q  are  incorporated   herein  by
         reference.

(b)      Reports  on Form 8-K.  No  reports  on Form 8-K were  filed  during the
         quarter for which this report on Form 10-Q is filed.



                                      -23-
<PAGE>

                                   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 thereunto duly authorized.




                                         IOMEGA CORPORATION
                                            (Registrant)




                                         /s/ Kim B. Edwards
                                         ----------------------------
Dated:   August 11, 1997                 Kim B. Edwards
                                         President and Chief Executive Officer



                                         /s/ Leonard C. Purkis
                                         ----------------------------
Dated:  August 11, 1997                  Leonard C. Purkis
                                         Senior Vice President, Finance
                                         and Chief Financial Officer





                                      -24-
<PAGE>


                                  EXHIBIT INDEX


The following exhibits are filed as part of this Quarterly Report on Form 10-Q:

Exhibit No.                Description

    3(i).1                 Restated Certificate of Incorporation of the Company,
                           as amended.

    3(ii).1                Bylaws of the Company, as amended.

   27                      Financial Data Schedule (only filed as part of 
                           electronic copy).


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<PAGE>