<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q

(Mark One)
[X]  Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended December 31, 1996 or
                               -----------------   

[  ]  Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition period from __________ to__________


                       Commission File Number :  0-19758

                              Access Health, Inc.
             (Exact name of registrant as specified in its charter)

            Delaware                                  68-0163589
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

  11020 White Rock Road, Rancho Cordova, California       95670
      (Address of principal executive offices)          (Zip code)

                                 (916) 851-4000
              (Registrant's telephone number, including area code)

                         Access Health Marketing, Inc.
                                 (Former name)

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

  Number of shares of Common Stock Outstanding at January 31, 1997: 17,823,323
                                     shares
<PAGE>
 
                              Access Health, Inc.

                                     INDEX


                                                                   Page No.
                                                                   -------- 
PART I    FINANCIAL INFORMATION    

  Item 1. Financial Statements    
   
     Condensed consolidated balance sheets - September 30, 1996
      and December 31, 1996......................................    4

    Condensed consolidated statements of operations - three months
      ended December 31, 1995 and 1996...........................    5

    Condensed consolidated statements of cash flows - three months      
      ended December 31, 1995 and 1996...........................    6    
   
    Notes to condensed consolidated financial statements.........    7  

  Item 2.  Management's discussion and analysis of financial
       condition and results of operations.......................    8

PART II.     OTHER INFORMATION  

  Item 2. Changes in Securities..................................    15  

  Item 4. Submission of Matters to a Vote of Securities Holders..    15

  Item 6. Exhibits and Reports on Form 8-K.......................    16

SIGNATURE........................................................    17

                                       2
<PAGE>
 
                        PART 1.  FINANCIAL INFORMATION

                                       3
<PAGE>
 

                              Access Health, Inc.
                     Condensed Consolidated Balance Sheets
              (In thousands, except per share and share amounts)
                                  (Unaudited)
 
<TABLE>
<CAPTION>
                                                                September 30,                      December 31,
                                                                    1996                              1996
                                                                -------------                      ------------
<S>                                                             <C>                                <C>
Assets:
  Current assets:
        Cash and equivalents..................................   $26,533                            $ 25,372
        Available-for-sale securities.........................    14,126                              16,933
        Accounts and licenses receivable, net of
         allowance for doubtful accounts of $756
         ($750 at September 30, 1996).........................    12,944                              12,372
        Income taxes receivable...............................     1,917                               1,917
        Prepaid expenses......................................     2,009                               1,211
        Other current assets..................................     1,073                               1,439
                                                                --------                            --------
          Total current assets................................    58,602                              59,244
        Property and equipment, net...........................    16,512                              16,445
        Purchased intangibles, net of accumulated
         amortization of $4,475 ($4,327 at
         September 30, 1996)..................................     3,478                               3,330
        Investment in AHN.....................................     5,000                               5,000
        Other assets..........................................       700                                 855
                                                                --------                            --------
                                                                 $84,292                            $ 84,874
                                                                ========                            ========

Liabilities and Stockholders' Equity

  Current liabilities:
        Accounts payable......................................   $ 4,314                            $  3,767
        Accrued payroll and related expenses..................     3,413                               3,243
        Accrued integration and restructuring costs...........         -                               6,186
        Other accrued expenses................................     4,980                               3,587
        Notes payable to related parties......................     1,500                               2,015
        Current portion of long-term debt.....................       599                                 637
        Deferred revenues.....................................     4,500                               3,605
                                                                --------                            --------
           Total current liabilities..........................    19,306                              23,040
  Long-term debt..............................................     1,344                               1,190
  Commitments and contingencies....................
  Mandatorily redeemable convertible preferred
        stock, $.001 par value, aggregate liquidation
        and redemption preference of $10,995 at
        September 30, 1996; 3,859,196 shares
        authorized, 3,734,151 shares
        issued and outstanding as of
        September 30, 1996 (none at December 31, 1996)........    10,995                                   -
  Stockholders' equity:
        Preferred stock, $.001 par value-5,000,000
         shares authorized, no shares issued and
         outstanding..........................................         -                                   -
        Common stock, $.001 par value-75,000,000
         shares authorized, 17,609,942 shares
         issued and outstanding (13,684,927 at
         September 30, 1996)..................................        14                                  18
        Additional paid-in capital............................    58,182                              71,744
        Deferred stock compensation...........................      (443)                                  -
        Retained earnings.....................................    (5,106)                            (11,118)
                                                                --------                            --------
         Total stockholders' equity...........................    52,647                              60,644
                                                                ========                            ========
                                                                 $84,292                            $ 84,874
                                                                ========                            ========
</TABLE>
                            See accompanying notes.

                                       4
<PAGE>
 
                              Access Health, Inc.
                Condensed Consolidated Statements of Operations
                    (In thousands, except per share amounts)
                                  (Unaudited)

<TABLE>
<CAPTION>
 
 
                                                        Three months ended
                                                           December 31,
                                           ------------------------------------------                                            
                                                  1995                   1996
                                           ------------------   ---------------------
<S>                                        <C>                  <C> 
Revenues:
   Personal health management services..              $11,281                 $21,872
   Licensing and support services.......                2,538                   2,769
                                           ------------------   ---------------------
       Total revenues...................               13,819                  24,641
 
Costs and expenses:
   Cost of revenues:
       Personal health management                       
        services........................                6,952                  11,040
       Licensing and support services...                1,157                   1,128
   Product and other development........                1,128                   2,356
   Sales and marketing..................                1,788                   2,338
   General and administrative...........                1,568                   2,367
   Transaction costs....................                    -                   6,345
   Integration and restructuring costs..                    -                   6,961
                                           ------------------   ---------------------
       Total costs and expenses.........               12,593                  32,535
                                           ------------------   ---------------------
 
Income (loss) from operations...........                1,226                  (7,894)
 
Other income............................                  242                     379
                                           ------------------   --------------------- 
Income (loss) before income taxes.......                1,468                  (7,515)
Provision (credit) for income taxes.....                1,243                  (1,503)
                                           ------------------   ---------------------
 
Net income (loss).......................              $   225                 $(6,012)
                                           ==================   ===================== 
 
Net income (loss) per share.............                $0.01                $  (0.34)
                                           ==================   ===================== 
 
Shares used in per share calculations...               16,792                  17,570
                                           ==================   ===================== 
</TABLE>

                            See accompanying notes.

                                       5
<PAGE>
 
                              Access Health, Inc.
                Condensed Consolidated Statements of Cash Flows
                  Increase (Decrease) in Cash and Equivalents
                                 (In thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
 
                                                        Three months ended
                                                           December 31,
                                              ---------------------------------------                                            
                                                   1995                   1996
                                              ---------------        ----------------
<S>                                           <C>                    <C> 
Cash flows from operating activities:
 Net income (loss)............................       $    225               ($  6,012)
 Adjustments to reconcile net income (loss)
  to net cash provided by operations:
  Allowance for doubtful accounts ............            103                       6
  Depreciation and amortization...............            729                   1,338
  Deferred stock compensation.................             --                     443
  Common stock issued for services
   rendered...................................             --                   2,233
  Common stock issued in consideration
   for discharge of obligation................             50                      --
 Changes in:
   Accounts receivable........................         (1,677)                    566
   Prepaid expenses and other current
    assets....................................           (445)                    432
   Accounts payable...........................            322                    (547)
   Accrued payroll and related expenses.......           (109)                   (170)
   Accrued integration and restructuring costs              -                   6,186
   Other accrued expenses.....................          2,537                  (1,393)
   Notes payable to related parties...........             --                     515
   Deferred revenues..........................            183                    (895)
                                              ---------------        ----------------
    Net cash provided by operating
     activities...............................          1,918                   2,702

Cash flows from investing activities:
 Purchase of available-for-sale
  securities, net.............................           (479)                 (2,807)
 Purchase of property and equipment...........         (1,929)                 (1,123)
 (Increase) decrease in other assets..........             (5)                   (155)
                                              ---------------        ----------------
    Net cash used by investing
     activities...............................         (2,413)                 (4,085)
                                              ---------------        ----------------

Cash flows from financing activities:
 Payment of long-term debt....................           (698)                   (116)
 Sale of common stock.........................         29,577                     338
                                              ---------------        ----------------
    Net cash provided by financing
     activities...............................         28,879                     222
                                               ---------------        ----------------

Net increase in cash and equivalents..........         28,384                  (1,161)
Cash and equivalents at beginning of
 period.......................................         10,261                  26,533
                                              ---------------        ----------------

Cash and equivalents at end of period.........       $ 38,645                $ 25,372
                                              ===============        ================
</TABLE>

                            See accompanying notes.

                                       6
<PAGE>
 
                              Access Health, Inc.
              Notes to Condensed Consolidated Financial Statements
                               December 31, 1996
                                  (Unaudited)


Note 1:   Summary of Significant Accounting Policies

Interim Financial Statements

In the opinion of management the unaudited interim financial statements reflect
all adjustments, consisting of only normal recurring adjustments, necessary to
present fairly the Company's consolidated financial position at December 31,
1996, consolidated results of operations for the three month periods ended
December 31, 1995 and 1996 and cash flows for the three month periods ended
December 31, 1995 and 1996.  Results for the period ended December 31, 1996 are
not necessarily indicative of the results to be expected for the entire fiscal
year.

Revenue Recognition
 
Commercial revenues include personal health management services, which
consist of program membership, member communications and teleservicing fees
from the Company's Personal Health Advisor, FirstHelp and ASK-A-NURSE
contracts with managed care organizations, self-insured employers and
hospitals. Commercial revenues also include licensing and support services
related to the Company's ASK-A-NURSE, Cancer HELPLINK, Access Care Management
System, and LIFE MATCH products.
 
Program membership fees from Personal Health Advisor and FirstHelp contracts
are recognized ratably in accordance with contract terms on the basis of per-
member fees. Member communications fees are recognized upon the delivery of
services. Teleservicing fees are recognized in accordance with contract terms
on the basis of per-call fees or fees based on phone counselor staffing.
 
License revenues from ASK-A-NURSE, Cancer HELPLINK and FirstHelp are recognized
ratably over the term of the contract.

Support revenues are comprised of ASK-A-NURSE and Cancer HELPLINK support
revenue, LIFE MATCH software support revenue and direct marketing fees.
Revenue from support contracts and software maintenance contracts is deferred
when billed and recognized ratably over the contract term. Direct marketing
fees are recognized upon the delivery of services.
 
Product and Other Development Costs
 
Product and other development costs are expensed as incurred and consist
primarily of salaries, supplies and contract services related to the
development of the Company's products and services.

Integration and Restructuring Costs

Related to the mergers of Informed Access Systems, Inc. ("Informed Access") and
Clinical Reference Systems, Ltd. ("CRS"), these costs were recorded in the first
quarter of fiscal 1997 and included approximately $2,950,000 for severance and
related expenses, approximately $1,475,000 for elimination of redundant
technology, approximately $700,000 for discontinuation of facilities and
approximately $800,000 for disposal of assets.

Reclassifications

Certain reclassifications have been made to amounts reported for the prior
periods to conform with the December 31, 1996 presentation.

Net Income (Loss) Per Share

The Company's net income (loss) per share is based upon the weighted average
number of shares of common stock outstanding. Common stock issuable upon the
exercise of stock options and warrants has been included in the computation, to
the extent dilutive, using the treasury stock method. Common Stock issuable upon
the conversion of mandatorily redeemable convertible preferred stock has been
included in the computation to the extent dilutive, using the if-converted
method. Mandatorily redeemable convertible preferred stock was converted into
common stock in November 1996 in connection with the merger of Access Health and
Informed Access (Note 2).

Note 2: Business Combinations
 
During November 1996, the Company consummated business combinations with
Informed Access which included the exchange of 5,375,000 shares of Access Health
common stock (including 4,778,317 shares issued to Informed Access shareholders
and 596,683 shares reserved for future grant to Informed Access option holders)
and CRS, which included the exchange of 170,000 shares of Access Health common
stock. These business combinations were accounted for as pooling-of-interests,
and accordingly, the historical financial statements of the Company have been
restated to include the consolidated financial statements of Access Health,
Informed Access and CRS for all periods presented.

In connection with the business combinations, the Company incurred direct
transaction costs of approximately $6.3 million which were charged to
operations in the three months ended December 31, 1996.

The table below sets forth the combined revenues and net income (loss) for
the quarters ended December 31, 1995 and 1996 (in thousands):
 








<TABLE>
<CAPTION>
                                    ACCESS HEALTH               INFORMED ACCESS               CRS
                               ------------------------   ------------------------   -----------------------
                               PRE-MERGER   POST-MERGER   PRE-MERGER   POST-MERGER   PRE-MERGER  POST-MERGER   ADJUSTMENT  COMBINED
                               ----------   -----------   ----------   -----------   ----------  -----------   ----------  --------
<S>                            <C>          <C>           <C>          <C>           <C>         <C>           <C>         <C> 
Quarter ended December 31, 
  1995:
     Revenues...............    $12,005       $  --       $  1,453      $     --        $   361    $     --    $     --    $ 13,819
     Net income (loss)......      1,384          --           (913)           --             74          --        (320)        225

Quarter ended December 31, 
  1996:
     Revenues...............    $12,681       $  6,123    $  3,433      $  1,916         $ 230     $    258    $     --    $ 24,641
     Net income (loss)......      2,387         (4,914)         44        (3,423)           19         (125)         --      (6,012)
</TABLE>
 
The adjustments to the combined results of operations included in the table
above reflect the realization of the Informed Access net operating loss
carryover to the extent of Access Health deferred income tax liabilities which
will reverse in periods subsequent to the merger.

Note 3: Notes Payable to Related Parties
 
Notes payable to related parties arising from bonuses are comprised of notes
payable to members of management, who are also stockholders of the Company,
and are payable in installments in March 1997 and September 1997.
 
Note 4: Long-Term Debt 
 
In May 1996, the Company signed a revolving credit agreement (the "Credit
Agreement") with a bank under which the Company may borrow up to $3 million
for qualifying equipment purchases. Interest on borrowings under the Credit
Agreement accrues at the bank's prime rate plus 0.50% (aggregating 8.75% as of
September 30, 1996) and is payable monthly. The Credit Agreement expires on
May 1, 1997, at which time any outstanding balance will be due and payable.
The Credit Agreement contains restrictive financial covenants which require
the Company to maintain specified levels of tangible net worth and maintain
specified minimum debt and earnings before interest and local taxes ratios.
Borrowings under the Credit Agreement would be unsecured. The Company has no
balances outstanding under the Credit Agreement at December 31, 1996.
 
The Company also has a term facility agreement (the "Term Agreement") whereby
the Company may borrow, in one or more borrowings, an amount not to exceed $2
million in the aggregate, subject to certain conditions set forth in the Term
Agreement. This commitment is in the form of a $680,000 note payable facility
and a $1,320,000 capital lease facility. At December 31, 1996, cumulative
borrowings under the note payable facility and capital lease facility aggregated
$1,455,000.  Borrowings under the Term Agreement are secured by certain of the
Company's equipment, with an aggregate carrying value of approximately
$1,450,000 at December 31, 1996. The total remaining commitment under the Term
Agreement is approximately $124,000 as of December 31, 1996. Amounts payable
under the Term Agreement bear interest at 14.48%, are due at varying dates
through September 1999, and require monthly payments of principal and interest
totaling approximately $52,000. Amounts due under the note payable facility of
the Term Agreement are $180,000, $197,000 and $214,000 in fiscal 1997, 1998 and
1999, respectively.
 
In connection with the Term Agreement, the Company issued warrants to the
lender in October 1995 and May 1996. Under the terms of the warrants, the
lender may acquire a number of shares of Series C preferred stock based on
specified formulas set forth in the warrant agreements. The warrants are
exercisable for ten years after the date of issuance or five years after the
date an initial public offering is completed by Informed Access, whichever is
longer. The value attributable to these warrants was not material. The warrants
were converted into warrants to purchase common stock as a result of the
merger with Access Health (Note 2).

Note 5: Income Taxes
 
  The Company's net operating loss carryforwards of approximately $11 million as
of September 30, 1996 expire between 2007 and 2011 for both federal and state 
purposes. The Company also has approximately $161,000 of Research & Development 
tax credits available which expire between 2007 and 2011. Certain provisions of 
the Internal Revenue Code of 1980, as amended, may limit the net operating loss 
carryforwards and tax credits available for use in any given year if certain 
events occur.
 
Note 6: Commitments
 
Operating Leases
 
The Company leases its offices under the terms of operating leases. Annual
minimum rental payments for fiscal 1997, 1998, 1999, 2000, 2001 and thereafter
are $2,552,000, $2,347,000, $1,735,000, $1,448,000, $1,394,000 and $118,000,
respectively. Rental expenses are recorded on a straight-line basis over the
respective lease terms.
 
Note 7: Mandatorily Redeemable Convertible Preferred Stock
 
Informed Access was authorized to issue shares of mandatorily redeemable
preferred stock from time to time in one or more series of designations, rights,
preferences and limitations established by its board of directors. Each share
of mandatorily redeemable preferred stock was converted into one share of common
stock of Access Health upon completion of the merger.
 
In July 1996, Informed Access issued a warrant to a customer to purchase 64,548
shares of Series C mandatorily redeemable preferred stock at $15.49 per share.
The warrants became exercisable in November 1996. The warrants were converted 
into warrants to purchase common stock of Access Health as a result of the
merger.
 
Note 8: Stockholders' Equity
 
Common Stock
 
During May and July 1996 certain options were granted with exercise prices below
the applicable fair market value (as determined by an independent appraisal) on
the date of grant, resulting in deferred stock compensation of approximately
$476,000. The deferred stock compensation was to be amortized into expense
ratably over the four year vesting term of the related options; however, because
such options became 100% vested as a result of the merger in November 1996, the
unamortized balance of deferred stock compensation was recorded as an expense in
the quarter ended December 31, 1996.

Employee Stock Options

Informed Access option holders became Access Health option holders upon
completion of the merger in November 1996 (See Note 2). As of December 31, 1996,
36,093 shares of common stock have been purchased through the exercise of
options by former Informed Access option holders and options to purchase 560,500
shares of common stock remain outstanding and are all exercisable.

                                       7
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND
UNCERTAINTIES.  THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE
RESULTS ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN
FACTORS SET FORTH HEREUNDER AND IN THE COMPANY'S ANNUAL REPORT AS FILED ON FORM
10-K.

General.  The Company completed mergers with Informed Access Systems, Inc.
("Informed Access") and Clinical Reference Systems, LTD ("CRS") during November
1996.  Both transactions were accounted for as pooling-of-interests and,
accordingly, Management's Discussion and Analysis of Financial Condition and
Results of Operations refers to the historical financial statements of the
Company that have been restated to include the consolidated financial statements
of Access Health, Informed Access and CRS, and the combined results of
operations and financial position of all three companies for the periods 
presented.

Results of Operations
---------------------

Revenues.  Revenues consist of revenues from personal health management
services, which consist of program membership, member communications and
teleservicing fees from the Company's Personal Health Advisor, First Help and 
ASK-A-NURSE Contracts with managed care organizations, self-insured employers
and hospitals, and licensing and support services related to the Company's 
ASK-A-NURSE, Cancer HelpLink, FirstHelp, Access Care Management System, LIFE
MATCH products and patient education modules. Revenues increased from $13.8
million during the three months ended December 31, 1995 to $24.6 million during
the three months ended December 31, 1996.

Revenues from personal health management services increased from $11.3 million
during the first quarter of fiscal 1996 to $21.9 million during the first
quarter of fiscal 1997 because the number of members enrolled under the
Company's contracts increased during these periods. As of December 31, 1996,
approximately 16.5 million members were enrolled compared to approximately 6.7
million members enrolled as of December 31, 1995. Revenue from the Company's
contracts is recognized ratably in accordance with contract terms on the basis
of per-member fees.

Revenues from licensing and support services increased from $2.5 million during
the first quarter of fiscal 1995 to $2.8 million during the first quarter of
fiscal 1996. Licensing and support services revenues include licensing
implementations and program support activities for FirstHelp, the ASK-A-NURSE(R)
family of products, Cancer HelpLink(R), Access Care Management System(R)
("ACMS"), the LIFE MATCH(R) family of products and the CRS patient education 
modules. The Company expects licensing and support services revenue to remain at
approximately the same level as in fiscal 1996 or decline during fiscal 1997 due
to changes taking place in the market*.

Cost of revenues.  The cost of personal health management services revenues
includes the costs of operating the Company's services centers, on-going client
consultation and charges for providing PHA member communications services. The
gross margins for personal health management services were 38.4% during the
first quarter of fiscal 1996 and 49.5% during the first quarter of fiscal 1997.
Gross margins for personal health management services improved during the three
month period ended December 31, 1996 compared to the prior period due to
economies of scale resulting from growth in enrollment, as previously discussed.

The cost of licensing and support services revenues includes the costs of
license implementations, on-going client consultation, annual users'
conferences, advertising materials, and other support services for FirstHelp,
ASK-A-NURSE, Cancer HelpLink, Access Care Management System ("ACMS"), LIFE
MATCH and the CRS patient education modules licensees. The gross margin
percentages for licensing and support services increased from 54.4% during the
first quarter of fiscal 1996 to 59.3% during the first quarter of fiscal 1997
because of quarter to quarter fluctuations in licensing revenue.

Product and other development expenses.  Product and other development expenses
totaled $1.1 million, or 8.2% of revenues, during the first quarter of fiscal
1996 and $2.4 million, or 9.6% of revenues, during the 

                                       8
<PAGE>
 
first quarter of fiscal 1997. Increases in product development expenses relate
to the Company's continuation of new product development efforts to meet
consumer needs beyond triage and health care information for general
populations. The Company expects that product and other development expenses
will increase in fiscal 1997 as the Company continues to make investments in
personal health management products and could also increase as a percentage of
revenues*.

Sales and marketing expenses.  Sales and marketing expenses were $1.8 million,
or 12.9% of revenues, and $2.3 million, or 9.5% of revenues, during the first
quarter of fiscal 1996 and 1997, respectively.  Sales and marketing expenses
increased as a result of the strengthening of the marketing and advertising
program and the addition of sales resources to focus on the employer market.
Sales and marketing expenses declined as a percentage of revenues due to the
growth in personal health management services revenues as previously discussed.
Sales and marketing expenses may increase in fiscal 1997 as the Company
continues to pursue its strategy of building brand awareness for its personal
health management products*.

General and administrative expenses.  General and administrative expenses were
$1.6 million, or 11.3% of revenues, and $2.4 million, or 9.6% of revenues,
during the first quarter of fiscal 1996 and 1997, respectively. The increase
from fiscal 1996 to fiscal 1997 reflects stepped costs associated with building
the infrastructure necessary to manage a larger and rapidly growing company.

Transaction costs.  Transaction costs were charges recorded in the first quarter
of fiscal 1997 associated directly with the merger of the Company with Informed
Access and included professional fees of approximately $5,150,000.

Integration and restructuring costs. Related to the mergers of Informed Access
and CRS, these costs were recorded in the first quarter of fiscal 1997 and
included approximately $2,950,000 for severance and related expenses,
approximately $1,475,000 for elimination of redundant technology and
approximately $1,500,000 for discontinuation of facilities and disposal of
assets.

Income (Loss) from operations. Operating income decreased from $1.2 million
during the first quarter of fiscal 1996 to a loss of $7.9 million during the
first quarter of fiscal 1997 due to the $13.3 million incurred for transaction,
integration and restructuring costs related to the mergers with Informed
Access and CRS.

Other income.  The Company generates interest and other income from cash
balances and available-for-sale securities. Other income increased
from $242,000 to $379,000 in the first quarter of fiscal 1996 and 1997,
respectively, because the secondary stock offering completed near the end of the
first quarter of fiscal 1996 increased cash available for investments.

Effects of inflation and changing prices.  Inflation and changing prices have
not had a material effect on the Company's operations and, at current levels,
are not expected to in future years*.

Liquidity and Capital Resources
-------------------------------

As of December 31, 1996, the Company held cash and equivalents and available-
for-sale securities totaling $42.3 million compared to a balance of $40.7
million as of September 30, 1996.  Cash provided by operations during the first
three months of fiscal 1997 was $2.7 million compared with $1.9 million for the
first three months of fiscal 1996.

During January 1997, the Company invested an additional $5.0 million in the form
of a debenture in America's Health Network, L. P. ("AHN"), a new 24-hour, 7 day
a week cable television channel devoted to consumer health care information. The
Company has invested a total of $10 million in both debt and equity in AHN.

                                       9
<PAGE>
 
The Company believes its current capital resources are adequate to fund cash
needs for anticipated operating levels for at least the next twelve months*. The
Company also may use capital resources in connection with business expansion
that may include the acquisition of complementary product lines or businesses
during fiscal 1997 or beyond*.

------------------
* This statement is a forward-looking statement reflecting current expectations.
There can be no assurance that the Company's actual future performance will meet
the Company's current expectations.  Investors are strongly encouraged to review
the section entitled "Risk Factors That May Affect Future Operating
Performance."

Risk Factors That May Affect Future Operating Performance
---------------------------------------------------------

Ability to Secure Additional Contracts and Expand and Retain Existing Contracts.
The Company's ability to increase revenues and profitability is largely
dependent on the Company's ability to secure additional contracts and to retain
and expand existing contracts. In addition, the Company's revenues are affected
by the timing of member enrollment under new contracts. The Company could be
adversely affected by the termination or non-renewal of any of the Company's
contracts, or by renegotiation of the terms of contracts, particularly if the
affected contracts cover a large number of members or represent a significant
portion of the Company's health systems services revenue. In June 1995, the
Company renegotiated a PHA contract which reduced the number of members and
during fiscal 1995 renegotiated two health systems services contracts. Any
factors adversely affecting the market for the Company's products, including
factors outside of the Company's control, such as adverse publicity or
government regulatory action, would have a material adverse effect on the
Company.

Dependence on Principal Customers.  The Company's PHA contracts cover members
ranging from approximately 3,000 members to 2.2 million members per contract and
include one contract for 2.2 million members, one contract for 2.0 million
members, one contract for 1.6 million members, one contract for 1.3 million
members and one contract for 1.0 million members. In fiscal 1996, the Company's
three largest customers accounted for approximately 14.5%, 10.3%, and 10.0% of
the Company's total revenues and the Company's top five customers, in the
aggregate, accounted for approximately 48.5% of the Company's total revenues.
After an initial term of approximately one to four years, contracts generally
can be terminated upon 60 to 180 days notice to the Company. Two of the three
largest contracts are up for renewal in fiscal 1997, and the third in fiscal
1998. The Company's contracts could also be subject to early termination by its
customers if the Company were not in compliance with any applicable government
regulation. The termination, non-renewal or renegotiation of any of such
agreements could have a material adverse effect on the Company's operating
results.  See "Government Regulation."

Uncertainty of Future Operating Results. During fiscal 1994 the Company incurred
significant expenses related to the start-up of its PHA and including the hiring
and training of personnel and the expansion of infrastructure and sales and
marketing programs. Because revenues from PHA and FirstHelp products were not
sufficient to cover these start-up expenses, operating losses were sustained in
fiscal 1994 and 1995. The Company returned to profitability in 1996 as
additional members were enrolled in PHA and FirstHelp. There can be no assurance
that the Company's revenues and profitability will continue to increase during
fiscal 1997 and beyond. The Company may incur significantly increased sales,
marketing and promotional expenses during fiscal 1997, and may devote additional
resources to the further development of PHA or other new products. To the extent
that the Company incurs increased expenses, the Company's operating results will
be adversely affected unless revenues and operating margins increase
sufficiently to offset such expenditures. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

Competition. The market for the Company's products and services is highly and
increasingly competitive. There are a number of competitors that offer products
or services that compete with some or all of those offered by the Company.
Existing and potential clients may also evaluate the Company's products or
services against

                                       10
<PAGE>
 
internally developed programs. Increased competition could result in pricing
pressure and margin erosion. In its existing business and as the Company offers
new products or services, or enters new markets, it may face increased
competition from competitors, some of which may have substantially greater
financial, marketing and technical resources than the Company. There can be no
assurance that the Company will continue to compete successfully. While the 
Company cannot predict the effect of future competition, increased competition 
would adversely impact the Company's revenues and rate of growth and operating 
results, particularly if the Company encountered price competition.

Changing Health Care Market and New Product Development.  The health care
industry has undergone significant changes in recent years, and changes are
expected to continue. Containing health care costs has become a national
priority. As a result, the health care industry has become increasingly
dominated by managed health care plans, causing cost containment pressure to
rise. To address these changes, the Company shifted its business focus in 1993
to payors from providers and developed its personal health management services.
There is no assurance that the Company's existing products and services will
achieve continued success or that its new products and services will succeed.
There also can be no assurance that continued industry change will not adversely
affect the Company's ability to compete. Continued change may cause the Company
to incur significant product development and marketing expenses. The Company's
future success will depend on the Company's ability to adapt to the changing
needs of the health care industry.

Call Center Operations.  After completion of the merger with Informed Access,
the Company maintains member service and data centers ("call centers") in Rancho
Cordova, California; Chicago, Illinois; Broomfield, Colorado; and Phoenix,
Arizona. The Company's operations depend on the adequate functioning of the
computer and telephone systems in its call centers. Although the Company has
taken precautions to provide for power, computer, and telephone systems
redundancy, there can be no assurance that a fire or other disaster affecting
the centers or an equipment failure would not disable the Company's systems for
a significant period of time. Any significant damage to the Company's facilities
or an equipment failure could have a material adverse effect on the Company's
results of operations.

Management of Growth.  The Company has experienced rapid growth in recent years.
Continued rapid growth may place a significant strain on the Company's
management, telecommunications systems, operational infrastructure, working
capital and financial and management control systems.  In order for the Company
to manage its client base successfully, management will be required to
anticipate the changing demands of their growing operations and to adopt systems
and procedures accordingly.  Failure to effectively implement or maintain such
systems and controls could adversely affect the Company's business, results of
operation and financial condition.  Further, there can be no assurance that the
Company's current information systems, telecommunications systems and
operational infrastructure will be adequate for its future needs, or that Access
Health will be successful in implementing new systems.  Failure to upgrade its
information systems, telecommunications systems and operational infrastructure
or unexpected difficulties encountered with these systems during expansion could
adversely affect the Company's business, financial condition and results of
operations.

Acquisition-Related Risks.   The Company has grown in substantial part through
mergers and acquisitions.  The process of integrating an acquired company's
business into the Company's operations may result in unforeseen operating
difficulties and expenditures and may absorb significant management attention
that would otherwise be available for the ongoing development of the Company's
business.  Moreover, there can be no assurance that the anticipated benefits of
an acquisition will be realized. The Company intends to evaluate acquisitions of
complementary product lines and businesses as part of its business strategy.
Future acquisitions by the Company may result in potentially dilutive issuances
of equity securities, the use of the Company's cash resources, the incurrence of
debt and increased goodwill, and contingent liabilities and amortization
expenses related to goodwill and other intangible assets, which could materially
adversely affect the Company's operating results and financial condition. In
addition, acquisitions involve numerous risks, including difficulties in the
assimilation of the operations and the products of the acquired companies, in
managing diverse geographic operations, the diversion of management's attention
from other business concerns, risks of entering markets in which the Company has
no or limited direct prior experience and the potential loss of key employees of
the acquired company. The inability of the Company's management to respond to
changing business conditions


                                       11
<PAGE>
 
effectively, including the changes associated with its acquired businesses and
product lines, could have a material adverse effect on the Company's results of
operations.

Uncertainties Relating to Integration of Operations.   The Company recently
consummated the acquisition of Informed Access Systems, Inc. and Clinical
Reference Systems, Ltd. with the expectation that the mergers will result in
beneficial synergies for the combined companies.  Achieving the anticipated
benefits of the mergers will depend in part upon whether the integration of the
two companies' businesses with the Company is achieved in an efficient,
effective and timely manner, and there can be no assurance that this will occur.
The successful combination of the two companies with Access Health will require,
among other things, the timely integration of the companies' respective product
and service offerings, coordination of their respective sales and marketing and
research and development efforts and integration of the companies' respective
telecommunications systems with Access Health.  The difficulties of such
integration may be increased by the necessity of coordinating geographically
separated organizations.  There can be no assurance that integration will be
accomplished smoothly, on time or successfully.  Integrating the operations of
the two companies with Access Health could have a material adverse effect of
Access Health's business and future operating results. For example, the process
could: (i) interrupt Access Health's business resulting in lower revenues or
slower revenue growth and/or increased operating expenses or inability to obtain
synergies; (ii) divert management attention; (iii) place further pressure on
Access Health's officers; and (iv) result in additional administrative expense.
Failure to effectively accomplish the integration of the two companies'
operations with Access Health could have a material adverse effect on Access
Health's business, results of operations and financial condition.

Key Employees and Management of Change.  The Company's success depends on a
limited number of key management employees, none of whom is subject to post-
employment non-competition restrictions other than certain officers of Informed 
Access. The loss of the services of one or more of these employees could have a
material adverse effect on the Company. The Company believes that its continued
success also will depend in large part on its ability to attract and retain
highly-skilled management, marketing, sales and nursing personnel. Competition
for such personnel is intense, and there can be no assurance that the Company
will be successful in attracting and retaining such personnel as necessary.
Furthermore, the Company's ability to manage change and growth successfully will
require the Company to continue to improve its management expertise as well as
its financial systems and controls.

Volatility of Stock Price.  The Company believes that factors such as
announcements of developments related to the Company's business, including the
signing or loss of a major contract, changes in market analyst estimates and
recommendations for the Company's Common Stock, changes in government regulation
and general conditions in the health care industry and the economy could cause
the price of the Company's Common Stock to fluctuate, perhaps substantially. In
addition, in recent years stock prices have experienced significant price
fluctuations.

Government Regulation.  The health care industry is subject to extensive and
evolving government regulation at both the Federal and state levels relating to
many aspects of the Company's and its clients' businesses in use of the
Company's programs, including the provision of health care services,
teleservicing, health care referral programs, and health maintenance
organizations and other similar plans. These statutes and regulations in many
cases predate the development of telephone-based health care information and

                                       12
<PAGE>
 
other interstate transmission and communication of medical information and
services. The literal language of certain of these statutes and regulations
governing the provision of health care services, including the practice of
nursing and the practice of medicine, could be construed by regulatory
authorities to apply to certain of the Company's activities, including without
limitation teleservicing activities which use California, Illinois, Arizona and 
Colorado registered nurses to provide out-of-state personal health management
services such as nursing assessments and information regarding appropriate
sources of care and treatment time frames. These statutes and regulations could
also apply to certain activities of the Company's health service customers when
operating the Company's programs. The Company has not been made, nor is it aware
that any of its clients with respect to operation of the Company's programs, or
its nurse employees or any other organization providing out-of-state
teleservicing have ever been made, the subject of such requirements by a
regulatory authority. In addition, the literal language of the statutes and
regulations governing health maintenance organizations and other plans that
provide or arrange for the provision of health care services for a prepaid or
periodic charge could be construed by regulatory authorities to apply to certain
activities of the Company that are provided on a per-member, per-month basis.
The Company has not been made, nor is it aware that any other company providing
out-of-state teleservicing has ever been made, the subject of such requirements
by a regulatory authority. However, if regulators seek to enforce any of the
foregoing statutory and regulatory requirements, the Company, its employees
and/or its clients could be required to obtain additional licenses or
registrations, to modify or curtail the operation of the Company's programs, to
modify the method of payment for the Company's programs, or to pay fines or
incur other penalties.

The payment of remuneration to induce the referral of health care business has
been a subject of increasing governmental and regulatory focus in recent years.
Section 1128B(b) of the Social Security Act (sometimes referred to as the
"Federal anti-kickback statute") provides criminal penalties for individuals or
entities that knowingly and willfully offer, pay, solicit or receive
remuneration in order to induce referrals for items or services for which
payment may be made under the Medicare and Medicaid programs and certain other
government-funded programs. The Social Security Act provides authority to the
Office of the Inspector General through civil proceedings to exclude an
individual or entity from participation in the Medicare and state health
programs if it is determined any such party has violated Section 1128B(b) of the
Social Security Act. Regulations have been promulgated specifying certain
payment practices which will not be subject to criminal prosecution or civil
exclusion. These regulations, commonly referred to as the "safe harbor"
regulations, do not expand the scope of the Federal anti-kickback statute, and
the fact that a business arrangement does not fit within a safe harbor does not
mean the business arrangement violates the Federal anti-kickback statute. The
Company's programs do not meet the requirements of the safe harbor for referral
services. A number of states in which the Company operates have anti-kickback
statutes similar to the Federal statute as well as statutory and regulatory
requirements governing referral agencies and regulating franchising and business
opportunity ventures. In addition, the Federal government and a number of states
have enacted statutes which contain outright prohibitions on referrals for
specified services which are made by referring providers who have an ownership
interest in, or compensation arrangement with, the entity to which the referral
is made. If the Company  or the use of its products and services were to be
found in violation of such statutes, the Company or its clients could be
required to modify or curtail the operation of the Company's programs, or to pay
fines or incur other penalties, and the Company's clients could be excluded from
participation in the Medicare and Medicaid programs and could be precluded from
charging fees and obtaining reimbursement for specified services.

There can be no assurance that the Company or the use of its products and
services will not be subject to review or challenge by government regulators
under any of the foregoing statutes and regulations that apply to health care
services and products. In addition, additional laws and regulations could be
enacted in the future that would regulate the Company or the use of its products
and services. Any government investigative or enforcement actions with respect
to the Company or the use of its products or services could generate adverse
publicity irrespective of the final outcome, and could have a material adverse
effect on the Company.

                                       13
<PAGE>
 
Risk Management.  In recent years, participants in the health care industry,
including physicians, nurses and other health care professionals, have been
subject to an increasing number of lawsuits alleging malpractice, product
liability and related legal theories, many of which involve large claims and
significant defense costs. Due to the nature of its business, the Company could
become involved in litigation regarding the telephone information given by its
registered nurses or those of its licensees with the risk of adverse publicity,
significant defense costs and substantial damage awards. The Company has
established policies and procedures that limit the information provided by its
registered nurses to that contained in its protocols and in other approved
reference sources. In connection with its teleservices operations, the Company
has a quality assurance program that includes real-time audits of calls and post
call reviews to monitor compliance with established policies and procedures.
Generally clients review and approve the Company's protocols and guidelines
prior to program implementation and do not modify them without medical approval.
To date, the Company has not been the subject of any claim involving either its
clinical assessment systems, the operation of its teleservicing centers or the
operation by hospital clients of on-site call centers. However, there can be no
assurance that claims will not be brought against the Company. Even if such
claims ultimately prove to be without merit, defending against them can be time
consuming and expensive, and any adverse publicity associated with such claims
could have a material adverse effect on the Company.

Intellectual Property.  The Company regards its software, clinical nursing
assessment protocols and marketing and program operation materials as
proprietary and attempts to protect its intellectual property with patents,
copyrights, trademarks, trade secret laws and restrictions on disclosure,
copying and transferring title. Despite these precautions, it may be possible
for unauthorized third parties to copy aspects of the Company's products or to
obtain and use information that the Company regards as proprietary. Not all of
the Company's technology is patented and existing copyright laws afford only
limited practical protection. In addition, the laws of some foreign countries do
not protect the Company's proprietary rights to the same extent as do the laws
of the United States, which could be a factor if the Company expands into
markets outside the United States.

                                       14
<PAGE>
 
                          PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES

          a)  The Company's Certificate of Incorporation was amended on November
18, 1996 to increase the authorized number of shares of Access Health Common
Stock from 30,000,000 to 75,000,000 shares.

          b)  Not applicable.

          c)  On November 25, 1996 Access Health, Inc. exchanged 140,000 shares 
of Common Stock of Access Health, Inc. for all of the outstanding shares of 
Clinical Reference Systems, Ltd. ("CRS") in connection with the merger of CRS
and Access Health Colorado, Inc., a wholly-owned subsidiary of Access Health,
Inc., with CRS being the surviving corporation, in accordance with the terms
of the Agreement and Plan of Reorganization dated September 5, 1996 (the
"Reorganization Agreement") by and among the parties. There was no underwriter
involved with this transaction. Since the offering was a transaction not
involving any public offering, the Company relied on Section 4(2) of the
Securities Act of 1933, as amended (the "Act") for the exemption from
registration. The facts relied upon to qualify for the Section 4(2) exemption
include: all offerees were employees or former employees of CRS; the former
shareholders of CRS were given the information necessary to make a sophisticated
decision regarding whether to merge with Access Health; such information was
substantially similar to the type of information that would be included in a
registration statement; the offerees were few in number and limited to the
former shareholders of CRS; there was no general solicitation; the offerees were
given the opportunity to ask questions and receive answers concerning the terms
and conditions of the merger and the opportunity to obtain additional
information; and the limitations on the resale of the securities were disclosed
to CRS shareholders prior to the exchange of the securities.

        On December 1, 1996 Access Health, Inc. issued pursuant to an employment
agreement 2,000 shares of Common Stock to Thomas Gardner, a director and 
executive officer of Access Health, Inc. The Company relied on Section 4(2) and 
Rule 506 promulgated under the Act as an exemption from the requirement to 
register these shares. The offering was a transaction not involving any public 
offering. The facts relied upon to qualify for the Section 4(2) exemption 
available include: Mr. Gardner is an executive officer and director of the 
Company and has access to all material information necessary to make a decision 
to invest in the Company and there were no other offerees.

        The shares of Common Stock issued to the former shareholders of 
Clinical Reference Systems, Ltd. and Thomas Gardner have subsequently been 
registered on a Registration Statement on Form S-3 filed with the Commission on 
February 10, 1997 (File No. 333-21423).



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          a)  A special meeting of stockholders was held on November 18, 1996.
 
          b)  Not applicable.
 
          c)  The matters voted upon at the meeting and the results of the
  voting with respect to those matters were as follows:

<TABLE> 
<CAPTION> 

                                                                                                                           Broker
                                                                                          For       Against     Abstain   Non-Votes
                                                                                       ---------   ---------   ---------  ---------
<S>                                                                                    <C>         <C>          <C>       <C>  
1)  To approve the issuance of Access Health Common Stock 
    pursuant to the terms of the Merger Agreement with IAS, Inc.                       8,433,522     182,596       7,129   2,201,851

 
2)  To approve and adopt Certificate Amendment which increases the authorized number
    of shares of Access Health Common Stock from 30,000,000 to 75,000,000              7,707,113   3,110,540       7,444           -

 
3)  To approve an amendment to the Company's 1989 Incentive Stock Plan to increase
    the number of shares reserved for issuance thereunder by 1,000,000 shares          6,292,959   2,651,190      11,038   1,869,910

 
</TABLE>

The foregoing matters are described in detail in the Registrant's definitive
proxy statement dated October 19, 1996 for the Special Meeting of Stockholders
held on November 18, 1996.

          d)   Not applicable.

                                       15
<PAGE>
 
ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:
 
<TABLE>
<CAPTION>
EXHIBIT           DESCRIPTION
-------           -----------
<C>               <S>
   2.1 (J)        Conformed Agreement and Plan of Reorganization by and among the Registrant, Access
                     Acquisition Corp. and Informed Access Systems, Inc. dated as of September 3, 1996
   3.1 (M)        Amended and Restated Certificate of Incorporation
   3.2 (M)        Amended and Restated Bylaws
   4.1 (M)        Specimen Stock Certificate
   4.2 (A)        Registration Rights Agreement dated June 26, 1990 between Registrant and certain parties
                     named therein
   4.3 (M)        Shareholder's Representation Statement and Registration Rights Agreement dated as of
                     November 25, 1996 between Registrant and various investors
   4.4 (M)        Registration Rights Agreement dated November 18, 1996
  10.1 (K)        Registrant's 1989 Incentive Stock Plan (as amended)
  10.2 (H)        Registrant's 1991 Employee Stock Purchase Plan (as amended)
  10.3 (A)        Lease dated April 10, 1991 for Registrant's office equipment at 11020 White Rock Road,
                     Rancho Cordova, California and 104 Wilmot Road, Deerfield, Illinois
  10.4 (B)        Lease dated June 15, 1992 for Registrant's facilities at 11020 White Rock Road, Rancho
                     Cordova, California
  10.5 (B)        Form of Note and Security Agreement for Registrant's office equipment at 11020 White
                     Rock Road, Rancho Cordova, California
  10.6 (B)        Lease dated February 19, 1992 for Registrant's office equipment at 11020 White Rock Road,
                     Rancho Cordova, California and 104 Wilmot Road, Deerfield, Illinois
  10.7 (A)        Sale and Installation Agreement dated November 16, 1990 between Registrant and
                     Aspect Telecommunications Corporation
  10.8 (B)        Lease dated May 5, 1992 for Registrant's office equipment at 11020 White Rock Road,
                     Rancho Cordova, California and 104 Wilmot Road, Deerfield, Illinois
  10.9 (M)        Form of Director and Officer Indemnification Agreement
 10.10 (C)        Equipment Financing Agreement for Registrant's office and computer equipment at
                     11020 White Rock Road, Rancho Cordova, California and 3060 Salt Creek Lane,
                     Arlington Heights, Illinois
 10.11 (E)        First Amendment to Lease dated August 6, 1993 for Registrant's facility at 11020
                     White Rock Road, Rancho Cordova, California
 10.12 (E)        Lease dated August 13, 1993 for Registrant's facility at 3060 Salt Creek Lane,
                     Arlington Heights, Illinois
 10.13 (E)        Lease dated November 1, 1993 for Registrant's facility at 2510 W. Dunlap Drive,
                     Phoenix, Arizona
 10.14 (D)        Common Stock Purchase Option Agreement
 10.15  (H)       Registrant's 1995 Director Option Plan
 10.16  (L)       Registrant's 1996 Supplemental Stock Plan
 10.17  (G)       Employment Agreement with Jeremy J. Nobel, MD
 10.18+ (I)       Amended and Restated Agreement of Limited Partnership of AHN
 10.19+ (I)       Admission Agreement dated April 15, 1996
 10.20+ (I)       Partnership Interest Option Agreement dated April 15, 1996
 10.21  (I)       Line of Credit Note dated May 7, 1996
 10.24  (M)       Employment Agreement with Thomas E. Gardner dated December 1, 1996
 10.25            Employment Agreement with Joseph P. Tallman dated November 18, 1996
 21.1   (M)       Listing of Subsidiaries of Registrant

 
</TABLE>
       (A) Incorporated by reference to Registrant's Form S-1 Registration No.
           33-44604.
       (B) Incorporated by reference to Registrant's Form 10-K for the year
           ended September 30, 1992.
       (C) Incorporated by reference to Registrant's Form 10-Q for the quarter
           ended March 31, 1993.
       (D) Incorporated by reference to Registrant's Form 10-Q for the quarter
           ended June 30, 1993.
       (E) Incorporated by reference to Registrant's Form 10-K for the year
           ended September 30, 1993.
       (F) Incorporated by reference to Registrant's Form 10-K for the year
           ended September 30, 1995.
       (G) Incorporated by reference to Registrant's Form 10-K/A for the year
           ended September 30, 1995.
       (H) Incorporated by reference to Registrant's Form 10-Q for the quarter
           ended December 31, 1995.
       (I) Incorporated by reference to Registrant's Form 10-Q for the quarter
           ended June 30, 1996.
       (J) Incorporated by reference to Registrant's Registration Statement on
           Form S-4 (No. 333-13931).
       (K) Incorporated by reference to Registrant's Registration Statement on
           Form S-8 (No. 333-04662).
       (L) Incorporated by reference to Registrant's Registration Statement on
           Form S-8 (No. 333-18163).
       (M) Incorporated by reference to Registrant's Form 10-K for the year 
           ended September 30, 1996.

+ -- Confidential treatment granted for portions of document


            b)    Reports on Form 8-K

                  On November 27, 1996, the Company filed a report on Form 8-K
which disclosed its acquisition on November 18, 1996 of Informed Access 
Systems, Inc. a Delaware corporation ("Informed Access"). The Company acquired
Informed Access pursuant to a merger (the "Merger") of Access Acquisition 
Corp., a Delaware corporation and a wholly-owned subsidiary of the Company, 
with and into Informed Access, following the approval of the Merger at a 
special meeting of the Company's stockholders on November 18, 1996. At the 
effective time of the Merger, Informed Access became a wholly-owned subsidiary
of the Company. The terms of the Merger are described in the Form 8-K.

                                       16
<PAGE>
 
                                   Signature

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.



                                 ACCESS HEALTH, INC.



Date:   February 12, 1997        /s/   John V. Crisan
                                 --------------------
                                 John V. Crisan
                                 Senior Vice President and Chief
                                  Financial Officer (principal financial
                                  officer of Registrant)

                                       17
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT           DESCRIPTION
-------           -----------
<C>               <S>                                                                                             <C>
   2.1 (J)        Conformed Agreement and Plan of Reorganization by and among the Registrant, Access
                     Acquisition Corp. and Informed Access Systems, Inc. dated as of September 3, 1996
   3.1 (M)        Amended and Restated Certificate of Incorporation
   3.2 (M)        Amended and Restated Bylaws
   4.1 (M)        Specimen Stock Certificate
   4.2 (A)        Registration Rights Agreement dated June 26, 1990 between Registrant and certain parties
                     named therein
   4.3 (M)        Shareholder's Representation Statement and Registration Rights Agreement dated as of
                     November 25, 1996 between Registrant and various investors
   4.4 (M)        Registration Rights Agreement dated November 18, 1996
  10.1 (K)        Registrant's 1989 Incentive Stock Plan (as amended)
  10.2 (H)        Registrant's 1991 Employee Stock Purchase Plan (as amended)
  10.3 (A)        Lease dated April 10, 1991 for Registrant's office equipment at 11020 White Rock Road,
                     Rancho Cordova, California and 104 Wilmot Road, Deerfield, Illinois
  10.4 (B)        Lease dated June 15, 1992 for Registrant's facilities at 11020 White Rock Road, Rancho
                     Cordova, California
  10.5 (B)        Form of Note and Security Agreement for Registrant's office equipment at 11020 White
                     Rock Road, Rancho Cordova, California
  10.6 (B)        Lease dated February 19, 1992 for Registrant's office equipment at 11020 White Rock Road,
                     Rancho Cordova, California and 104 Wilmot Road, Deerfield, Illinois
  10.7 (A)        Sale and Installation Agreement dated November 16, 1990 between Registrant and
                     Aspect Telecommunications Corporation
  10.8 (B)        Lease dated May 5, 1992 for Registrant's office equipment at 11020 White Rock Road,
                     Rancho Cordova, California and 104 Wilmot Road, Deerfield, Illinois
  10.9 (M)        Form of Director and Officer Indemnification Agreement
 10.10 (C)        Equipment Financing Agreement for Registrant's office and computer equipment at
                     11020 White Rock Road, Rancho Cordova, California and 3060 Salt Creek Lane,
                     Arlington Heights, Illinois
 10.11 (E)        First Amendment to Lease dated August 6, 1993 for Registrant's facility at 11020
                     White Rock Road, Rancho Cordova, California
 10.12 (E)        Lease dated August 13, 1993 for Registrant's facility at 3060 Salt Creek Lane,
                     Arlington Heights, Illinois
 10.13 (E)        Lease dated November 1, 1993 for Registrant's facility at 2510 W. Dunlap Drive,
                     Phoenix, Arizona
 10.14 (D)        Common Stock Purchase Option Agreement
</TABLE>

                                                                              42
<PAGE>
 
<TABLE> 
<C>               <S>                                                            
 10.15  (H)       Registrant's 1995 Director Option Plan
 10.16  (L)       Registrant's 1996 Supplemental Stock Plan
 10.17  (G)       Employment Agreement with Jeremy J. Nobel, MD
 10.18+ (I)       Amended and Restated Agreement of Limited Partnership of AHN
 10.19+ (I)       Admission Agreement dated April 15, 1996
 10.20+ (I)       Partnership Interest Option Agreement dated April 15, 1996
 10.21  (I)       Line of Credit Note dated May 7, 1996
 10.24  (M)       Employment Agreement with Thomas E. Gardner dated December 1, 1996
 10.25            Employment Agreement with Joseph P. Tallman dated November 18, 1996
 21.1   (M)       Listing of Subsidiaries of Registrant

 
</TABLE>
       (A) Incorporated by reference to Registrant's Form S-1 Registration No.
           33-44604.
       (B) Incorporated by reference to Registrant's Form 10-K for the year
           ended September 30, 1992.
       (C) Incorporated by reference to Registrant's Form 10-Q for the quarter
           ended March 31, 1993.
       (D) Incorporated by reference to Registrant's Form 10-Q for the quarter
           ended June 30, 1993.
       (E) Incorporated by reference to Registrant's Form 10-K for the year
           ended September 30, 1993.
       (F) Incorporated by reference to Registrant's Form 10-K for the year
           ended September 30, 1995.
       (G) Incorporated by reference to Registrant's Form 10-K/A for the year
           ended September 30, 1995.
       (H) Incorporated by reference to Registrant's Form 10-Q for the quarter
           ended December 31, 1995.
       (I) Incorporated by reference to Registrant's Form 10-Q for the quarter
           ended June 30, 1996.
       (J) Incorporated by reference to Registrant's Registration Statement on
           Form S-4 (No. 333-13931).
       (K) Incorporated by reference to Registrant's Registration Statement on
           Form S-8 (No. 333-04662).
       (L) Incorporated by reference to Registrant's Registration Statement on
           Form S-8 (No. 333-18163).
       (M) Incorporated by reference to Registrant's Form 10-K for the year 
           ended September 30, 1996.

+ -- Confidential treatment granted for portions of document

                                                                              43