<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 March 31, 1998 or

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

                                       
                       Commission File Number :  0-19758

                              ACCESS HEALTH, INC.
            (Exact name of registrant as specified in its charter)
                                       
              Delaware                          68-0163589
 (State or other jurisdiction of            (I.R.S. Employer
  incorporation or organization)           Identification No.)

335 Interlocken Parkway, Broomfield, CO           80021
(Address of principal executive offices)        (Zip code)
                                       
                                 (303) 466-9500
             (Registrant's telephone number, including area code)
                                       
     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 April 30, 1998: 
18,903,651 shares

<PAGE>

                              Access Health, Inc.
                                       
                                     INDEX

<TABLE>
<CAPTION>

                                                                    Page No.
                                                                   ----------
<S>                                                                 <C>
PART I    FINANCIAL INFORMATION

 Item 1.  Financial Statements

   Condensed consolidated balance sheets - September 30, 1997
    and March  31, 1998..........................................       4

   Condensed consolidated statements of income - three months
    and six months ended March 31, 1997 and 1998.................       5

   Condensed consolidated statements of cash flows - six months
    ended March  31, 1997 and 1998...............................       6

   Notes to condensed consolidated financial statements..........       7

 Item 2.  Management's discussion and analysis of financial
    condition and results of operations..........................      10

PART II.     OTHER INFORMATION

 Item 4. Submission of Matters to a Vote of Shareholders.........      18

 Item 6. Exhibits and Reports on Form 8-K........................      18

SIGNATURE........................................................      19
</TABLE>

                                      2
<PAGE>


          
                        PART 1.  FINANCIAL INFORMATION
          
          

                                      3
<PAGE>
         
                  Access Health, Inc.
         Condensed Consolidated Balance Sheets
   (In thousands, except per share and share amounts)

<TABLE>
<CAPTION>

                                                                               September 30,           March 31,
                                                                                  1997                   1998
                                                                             ----------------      --------------
                                                                                (Audited)            (Unaudited)
<S>                                                                           <C>                   <C>
Assets:
   Current assets:
      Cash and equivalents................................................    $  15,991               $  43,820
       Available-for-sale securities......................................       41,969                  31,936
       Accounts and license fees receivable, net of allowance for
         doubtful accounts of $874 at March 31, 1998, and $768 at 
         September 30, 1997...............................................       12,453                  14,289
       Deferred income taxes..............................................        5,012                   5,012
       Income taxes receivable............................................        3,231                   3,220
       Prepaid expenses...................................................        2,122                   3,344
       Other current assets...............................................        1,448                   2,104
                                                                             --------------         ---------------
         Total current assets.............................................       82,226                 103,725
      Property and equipment, net.........................................       16,150                  16,046
      Purchased intangibles, net of accumulated amortization of $5,163 
        at March 31, 1998, and $4,911 at September 30, 1997...............        2,894                   2,642
      Deferred income taxes...............................................        1,042                   1,042
      Other assets........................................................          342                     427
                                                                            ---------------         ---------------
                                                                             $  102,654              $  123,882
                                                                            ---------------         ---------------
                                                                            ---------------         ---------------
Liabilities and Stockholders' Equity
   Current liabilities:
     Accounts payable.....................................................   $    3,634              $    2,979
     Accrued payroll and related expenses.................................        3,664                   4,716
     Accrued integration and restructuring costs .........................        3,109                   1,912
     Taxes and other accrued expenses.....................................        4,360                   9,877
     Notes payable to related parties.....................................        1,264                       0
     Current portion of long-term debt....................................          198                     207
     Current portion of capital lease obligation..........................          457                     486
     Deferred revenues....................................................        4,954                   5,748
                                                                           ----------------         --------------
        Total current liabilities.........................................       21,640                  25,925
   Capital lease obligations..............................................          481                     221
   Long-term debt.........................................................          197                      91

   Commitments and contingencies
   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, 
         18,815,879 shares issued and outstanding at March 31, 1998, and 
         18,246,159 shares issued and outstanding at September 30, 1997...           18                      19
       Additional paid-in capital.........................................       80,806                  86,928
       Retained earnings (deficit)........................................         (488)                 10,698
                                                                            ---------------        ---------------
          Total stockholders' equity......................................       80,336                  97,645
                                                                            ---------------        ---------------
                                                                             $  102,654              $  123,882
                                                                            ---------------        ---------------
                                                                            ---------------        ---------------
</TABLE>

                             See accompanying notes.

                                      4
<PAGE>

                              Access Health, Inc.
                  Condensed Consolidated Statements of Income
                   (In thousands, except per share amounts)
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                            Three months ended               Six months ended
                                                                 March 31,                        March 31,
                                                            1997           1998           1997            1998
                                                         -----------   -----------    -----------   -------------
<S>                                                      <C>           <C>            <C>            <C>
Revenues:
  Care management services...........................    $  22,545      $  28,111      $  44,417      $  54,432
  Licensing and support services.....................        2,556          3,105          5,325          5,833
                                                        -----------    -----------    -----------    -----------
        Total revenues...............................       25,101         31,216         49,742         60,265

Costs and expenses:
  Cost of revenues:
     Care management services........................       11,542         15,481         22,582         29,886
     Licensing and support services..................          901            684          2,029          1,359
  Product and other development......................        2,041          1,675          4,397          3,173
  Sales and marketing................................        1,908          2,460          4,246          4,659
  General and administrative.........................        2,191          2,525          4,558          4,823
  Transaction costs..................................            -              -          6,345              -
  Integration and restructuring costs................            -              -          6,961              -
                                                        -----------     ----------    -----------    -----------
        Total costs and expenses.....................       18,583         22,825         51,118         43,900
                                                        -----------     ----------    -----------    -----------
Income (loss) from operations........................        6,518          8,391         (1,376)        16,365

Other income.........................................          336            919            715          1,677
                                                        -----------     ----------    -----------    -----------
Income (loss) before income taxes....................        6,854          9,310           (661)        18,042
Provision (credit) for income taxes..................        1,371          3,538           (132)         6,856
                                                        -----------     ----------    -----------    -----------
Net income (loss)                                        $   5,483       $  5,772      $    (529)      $  11,186
                                                        -----------     ----------    -----------    -----------
                                                        -----------     ----------    -----------    -----------
Net income (loss) per share

       Basic.........................................    $    0.31       $   0.31      $   (0.03)       $  0.60
                                                        -----------     ----------    -----------    -----------
                                                        -----------     ----------    -----------    -----------
       Diluted.......................................    $    0.29       $   0.29      $   (0.03)       $  0.56
                                                        -----------     ----------    -----------    -----------
                                                        -----------     ----------    -----------    -----------

Shares used in per share calculations

       Basic.........................................       17,868         18,689         17,719         18,556
                                                        -----------     ----------    -----------    -----------
                                                        -----------     ----------    -----------    -----------
       Diluted.......................................       18,610         20,154         17,719         20,128
                                                        -----------     ----------    -----------    -----------
                                                        -----------     ----------    -----------    -----------

</TABLE>
                             See accompanying notes.

                                      5
<PAGE>

                              Access Health, Inc.
               Condensed Consolidated Statements of Cash Flows
                        Increase in Cash and Equivalents
                               (In thousands)
                                (Unaudited)

<TABLE>
<CAPTION>

                                                                          Six months ended
                                                                              March 31,
                                                                      --------------------------
                                                                         1997           1998
                                                                      ----------     -----------
<S>                                                                   <C>            <C>
Cash flows from operating activities:
 Net income (loss)................................................     $  (529)       $ 11,186
 Adjustments to reconcile net income to net cash provided by
   operations:
  Allowance for doubtful accounts.................................          22              20
  Depreciation and amortization...................................       3,091           3,565
  Deferred stock compensation.....................................         443               -
  Common stock issued for services rendered.......................       2,233               -
  Changes in:
   Accounts and license fees receivable...........................       2,669          (1,856)
   Prepaid expenses and other current assets......................         196          (1,867)
   Accounts payable...............................................        (780)           (655)
   Accrued payroll and related expenses...........................        (214)          1,052
   Accrued integration and restructuring costs....................       5,469          (1,197)
   Taxes and other accrued expenses...............................      (2,326)          5,517
   Deferred revenues..............................................         (13)            794
                                                                     ----------      ----------
     Net cash provided by operating activities....................      10,261          16,559
 
Cash flows from investing activities:
 Purchase of available-for-sale securities, net...................       2,396          10,033
 Purchase of property and equipment...............................      (2,716)         (3,209)
 Notes receivable from AHN........................................      (5,000)              -
 Other assets.....................................................         (50)            (85)
                                                                     ----------      ----------
     Net cash provided by (used in) by investing activities.......      (5,370)          6,739
                                                                     ----------      ----------
 
Cash flows from financing activities:
 Notes payable to related parties.................................        (206)         (1,264)
 Payment of long-term debt and capital leases.....................        (311)           (328)
 Sale of common stock.............................................       1,397           6,123
                                                                    -----------      ----------
     Net cash provided by financing activities....................         880           4,531
                                                                    -----------      ----------
Net increase in cash and equivalents..............................       5,771          27,829
Cash and equivalents at beginning of period.......................      26,533          15,991
                                                                    -----------      ----------
Cash and equivalents at end of period.............................     $32,304        $ 43,820
                                                                    -----------      ----------
                                                                    -----------      ----------
</TABLE>

                            See accompanying notes.

                                      6
<PAGE>

                              Access Health, Inc.
             Notes to Condensed Consolidated Financial Statements
                                March 31, 1998
                                  (Unaudited)
                                       

Note 1:       Summary of Significant Accounting Policies

INTERIM FINANCIAL STATEMENTS

The accompanying consolidated condensed interim financial statements have 
been prepared by the Company, without audit, pursuant to the rules and 
regulations of the Securities and Exchange Commission (the "Commission").  
Certain information and footnote disclosures normally included in financial 
statements prepared in accordance with generally accepted accounting 
principles have been omitted pursuant to such rules and regulations. The 
accompanying consolidated condensed interim financial statements should be 
read in conjunction with the financial statements and notes thereto included 
in the Company's Form 10-K for the fiscal year ended September 30, 1997.

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 
March 31, 1998, consolidated results of operations for the three month and 
six month periods ended March 31, 1997 and 1998 and cash flows for the six 
month periods ended March 31, 1997 and 1998.  Results for the periods ended 
March 31, 1998 are not necessarily indicative of the results to be expected 
for the entire fiscal year.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company reviews its long-lived assets for impairment whenever events or 
changes in circumstances indicate that the carrying amount of an asset may 
not be recoverable from future undiscounted cash flows.  Impairment losses 
are recorded for the difference between the carrying value and fair value of 
the long-lived asset.

REVENUE RECOGNITION

Revenues include care 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. Revenues also include 
licensing and support services related to certain of the Company's products 
including ASK-A-NURSE, FirstHelp, patient education software, Access Care 
Management System, HealthSelect, and CANCER HELPLINK.

Program membership fees from Personal Health Advisor/FirstHelp contracts are 
recognized ratably in accordance with contract terms typically 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, FirstHelp, and CANCER Helplink products 
are recognized ratably over the term of the contract. HealthSelect and 
patient education software revenue is recognized upon delivery of the 
software. Support revenues are comprised of ASK-A-NURSE, CANCER HELPLINK, and 
Access Care Management System support revenue, LIFE MATCH software support 
revenue and direct marketing fees. Revenue from support contracts and 
software maintenance contracts is recognized ratably over the contract term. 
Direct marketing fees are recognized upon the delivery of services.

                                   7
<PAGE>

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.

TRANSACTION COSTS AND INTEGRATION AND RESTRUCTURING COSTS

Transaction costs of $6.3 million reflect charges associated directly with 
the merger of the Company with Informed Access and CRS and included 
professional fees of approximately $5.2 million. Also related to the mergers 
were integration and restructuring costs recorded in the first and fourth 
quarters of fiscal 1997, which included approximately $6.3 million for 
severance and related expenses, approximately $400,000 for elimination of 
redundant technology, approximately $1.2 million for discontinuation of 
facilities, approximately $900,000 for disposal of assets and approximately 
$900,000 for relocation and other costs.

New Accounting Pronouncements

STATEMENT OF ACCOUNTING STANDARDS NO. 128

During fiscal 1998, Access Health adopted SFAS 128. This statement 
establishes standards for computing and presenting basic and diluted earnings 
per share. Under this statement, basic earnings or loss per share is computed 
by dividing the net earnings or loss by the weighted average number of shares 
of common stock outstanding. Diluted earnings or loss per share is determined 
by dividing the net earnings or loss by the sum of (1) the weighted average 
number of common shares outstanding, (2) if not anti-dilutive, the number of 
shares of convertible preferred stock as if converted upon issuance, and (3) 
if not anti-dilutive, the effect of outstanding stock options determined 
utilizing the treasury stock method.

A reconciliation of the numerator and denominators used in computing per 
share net income (loss) from continuing operations is as follows:

<TABLE>
<CAPTION>

                                                                           Three months ended              Six months ended 
                                                                                March 31,                      March 31,
                                                                           1997         1998            1997            1998
                                                                    ------------------------------------------------------------
<S>                                                                 <C>             <C>            <C>             <C>
Numerator for basic and diluted net income (loss) per share:
    Net income (loss)                                                   $  5,483       $  5,772       $  (529)       $  11,186
                                                                    ------------------------------------------------------------
                                                                    ------------------------------------------------------------
Denominator for basic net income (loss) per share:
    Weighted average common shares outstanding                            17,868         18,689        17,719           18,556
                                                                    ------------------------------------------------------------
                                                                    ------------------------------------------------------------

Denominator for diluted net income (loss) per share:
    Weighted average common shares outstanding                            17,868         18,689        17,719           18,556
    Outstanding stock options                                                742          1,465             -            1,572
                                                                    ------------------------------------------------------------
       Denominator for diluted net income (loss) per share                18,610         20,154        17,719           20,128
                                                                    ------------------------------------------------------------
                                                                    ------------------------------------------------------------
</TABLE>

Options to purchase approximately 1.1 million shares of Access Health's 
common stock were outstanding at March 31, 1997, but were not included in the 
computation of diluted earnings per share because they were anti-dilutive.

                                      8
<PAGE>

STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 130

In June 1997, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards No. 130, "Reporting Comprehensive Income," 
which is required to be adopted for fiscal years beginning after December 15, 
1997. This statement establishes standards for reporting and display of 
comprehensive income and its components in a full set of general-purpose 
financial statements. This statement requires that all items that are 
required to be recognized under accounting standards as components of 
comprehensive income  be reported  in a financial statement that is displayed 
with the same prominence as other financial statements. Reclassification of 
financial statements for earlier periods provided for comparative purposes 
are required.  Management has determined this change will not significantly 
affect its financial reporting. The Company expects to adopt Statement No. 
130 beginning in the first quarter of fiscal 1999.

STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 131

In June 1997, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards No. 131, "Disclosures about Segments of an 
Enterprise and Related Information," effective for fiscal years beginning 
after December 15, 1997. This statement requires that a public company report 
financial and descriptive information about its reportable operating segments 
using the management approach.  Management has determined this change will 
not significantly affect its financial reporting.  The Company expects to 
adopt Statement No. 131 in the first quarter of fiscal 1999.

STATEMENT OF POSITION 98-1

In March 1998, the AICPA issued SOP 98-1, "Accounting for the Costs of 
Computer Software Developed or Obtained for Internal Use".  This statement is 
effective for fiscal years beginning after December 15, 1998, although 
earlier application is permitted.  In general, SOP 98-1 requires that certain 
costs to develop software for internal use be capitalized.  These 
requirements are to be applied prospectively from the date of the Company's 
adoption. The Company historically has not capitalized such costs.

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.

As of February 17, 1998, the Company announced a definitive agreement to 
acquire privately held InterQual, Inc. of Marlborough, Massachusetts. Under 
the terms of the acquisition, 4,290,000 shares of the Company's stock will be 
exchanged for the outstanding shares of InterQual, Inc. The number of shares 
issuable is subject to adjustment of up to an additional 500,000 shares to be 
issued based upon a minimum transaction value of $130 million. It is 
anticipated that the transaction would be accounted for as a pooling of 
interests under APB Opinion No. 16 and is expected to close in the third 
fiscal quarter of this year.  The merger transaction is subject to 
stockholder approval by both companies and customary closing conditions. The 
Company expects to recognize a one-time charge in the third fiscal quarter of 
this year for integration and transaction charges of approximately $8 to $9 
million.

                                      9
<PAGE>

Note 3: Notes payable to related parties

Notes payable to related parties arising from bonuses are payable to members 
of management, who are also stockholders of the Company. The final 
installment due was paid in January 1998.

Note 4:  Long-term debt

The Company has a term facility agreement (the "Term Agreement") consisting 
of note payable and capital lease facilities. At March 31, 1998, principal 
balances under the note payable facility and capital lease facility totaled 
$298,000 and $523,000, respectively.  Principal balances under the Term 
Agreement are secured by certain of the Company's equipment with an aggregate 
carrying value of approximately $763,000 at March 31, 1998.  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.  Payments due under the note payable 
facility of the Term Agreement for the next twelve months are approximately 
$542,000.

Note 5: Income taxes

The Company's state net operating loss carryforwards of approximately $6.7 
million as of September 30, 1997 expire between 2007 and 2011. The Company 
also has approximately $161,000 of federal research and development tax 
credits available, which expire between 2007 and 2011.

Realization of the Company's net deferred tax assets is dependent upon the 
Company generating sufficient taxable income in future years in the United 
States to obtain benefit from the reversal of temporary differences and from 
tax credit and state net operating loss carryforwards. The amount of deferred 
tax assets considered realizable is subject to adjustment in future periods 
if estimates of future taxable income are reduced.

Note 6:  Commitments

OPERATING LEASES

The Company leases its offices under the terms of operating leases that 
expire between September 1998 and  December 2012. Annual minimum rental 
payments for fiscal 1998, 1999, 2000, 2001, 2002 and thereafter are 
$3,032,000, $2,920,000, $2,695,000, $2,641,000, $1,597,000 and $17,381,000 
respectively. Rental expenses are recorded on a straight-line basis over the 
respective lease terms.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

THIS DISCUSSION CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS, INCLUDING BUT 
NOT LIMITED TO STATEMENTS IDENTIFIED BY ASTERISK, 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 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997.

RESULTS OF OPERATIONS

REVENUES. Revenues consist of revenues from care management services and 
licensing and support services.  Revenues increased from $25.1 million during 
the three months ended March 31, 1997 to $31.2 million during the three 
months ended March 31, 1998, or 24%, and increased from $49.7 million for the 
six months ended March 31, 1997 to $60.3 million, or 21% for the six months 
ended March 31, 1998.

                                      10
<PAGE>

Revenues from care management services increased from $22.5 million during 
the second quarter of fiscal 1997 to $28.1 million during the second quarter 
of fiscal 1998, or 25%, and increased from $44.4 million during the first six 
months of fiscal 1997 to $54.4, or 23% during the first six months of fiscal 
1998, due to increases in membership levels related to the Company's 
contracts during these periods. As of March 31, 1998, approximately 26.1 
million members were enrolled compared to approximately 17.9 million members 
enrolled as of March 31, 1997. 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 $2.6 million 
during the second quarter of fiscal 1997 to $3.1 million, or 19%, during the 
first quarter of fiscal 1998, and from $5.3 million during the first six 
months of fiscal 1997 to $5.8 million, or 9%, for the first six months of 
fiscal 1998. Licensing and support services revenues include licensing 
implementations and program support activities for FirstHelp, the 
ASK-A-NURSE-Registered Trademark- family of products, CANCER 
HelpLink-Registered Trademark-, Access Care Management System-Registered 
Trademark- ("ACMS") and the LIFE MATCH-Registered Trademark- family of 
products.

COST OF REVENUES.  The cost of care management services revenues includes the 
costs of operating the Company's services centers, on-going client 
consultation and charges for providing care management member communications 
services. The gross margins for care management services were 48.8% during 
the second quarter of fiscal 1997 and 44.9% during the second quarter of 
fiscal 1998, and 49.2% during the first six months of fiscal 1997 compared to 
45.1% for the first six months of fiscal 1998.  The decrease in gross margin 
during the second quarter of fiscal 1998 and for the six months ended March 
31, 1998 compared to the same periods in fiscal 1997, is primarily due to 
adjusting pricing terms on older contracts typically effective upon renewal 
dates during fiscal 1997. The Company does not anticipate that downward price 
adjustments to contracts during the remainder of fiscal 1998 will have a 
material effect on operating results. * Additional factors contributing to 
the decrease in gross margin were operational inefficiencies experienced as a 
result of implementing a common service platform in all care centers and 
absorbing the costs associated with new product beta sites. The Company 
expects that gross margins for care management services will be lower during 
the second half of the fiscal year than in the first half due primarily to a 
continuation of operating inefficiencies related to the implementation of the 
common system platform.

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 and LIFE MATCH 
licensees. The gross margin percentages for licensing and support services 
increased from 64.7% during the second quarter of fiscal 1997 to 78.0% during 
the second quarter of fiscal 1998, and from 61.9% during the first six months 
of fiscal 1997 to 76.7% for the first six months of fiscal 1998 due to 
changes in product licensing mix and increased efficiency resulting from 
organizational adjustments. While gross margins for licensing and support can 
fluctuate, the Company believes it is currently operating near targeted gross 
margin levels for licensing and support services.

PRODUCT AND OTHER DEVELOPMENT EXPENSES.  Product and other development 
expenses were $2.0 million, or 8.1% of revenues, during the second quarter of 
fiscal 1997 and $1.7 million, or 5.4% of revenues, during the second quarter 
of fiscal 1998.  For the first six months of fiscal 1997, product and other 
development expenses totaled $4.4 million, or 8.8% of revenues compared to 
$3.2 million, or 5.3% of revenues during the first six months of fiscal 1998. 
The decrease of 15.0% from the second quarter of fiscal 1997 to the second 
quarter of fiscal 1998, and the decrease of 27.3% for the first six months of 
fiscal 1997 to the first six months of fiscal 1998 is due to realizing cost 
savings from the integration of the development teams of Access Health and 
Informed Access Systems. The Company expects product and other development 
expenses to increase in coming quarters, but generally consistent with the 
current percentage of revenues.*

SALES AND MARKETING EXPENSES.  Sales and marketing expenses were $1.9 
million, or 7.6% of revenues, during the second quarter of fiscal 1997 and 
$2.5 million, or 7.9% of revenues, during the second quarter of fiscal 1998. 
For the first six months of fiscal 1997, sales and marketing expenses totaled 
$4.2 million, or 8.5% of revenues, compared to  $4.7 million, or 7.7% of 
revenues for the first six months of fiscal 1998.  For the quarter, as a 
percentage of revenue, sales and marketing expenses increased slightly by 3% 
over the second quarter of fiscal 1997. As a percentage of revenue, sales and 
marketing expenses declined for the six months ended March 31, 1998 due to 
realizing cost 
                                      11
<PAGE>

savings from the integration of the sales teams of Access Health and Informed 
Access. The Company expects sales and marketing expenses to increase in 
coming quarters, but generally consistent with the current percentage of 
revenues.*

GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses 
were $2.2 million, or 8.7% of revenues, during the second quarter of fiscal 
1997 and $2.5 million, or 8.1% of revenues, during the second quarter of 
fiscal 1998. For the first six months of fiscal 1997, general and 
administrative expenses totaled $4.6 million, or 9.2% of revenues, compared 
to $4.8 million, or 8.0% of revenues for the first six months of fiscal 1998. 
As a percent of revenue, general and administrative expenses decreased during 
the second quarter of fiscal 1998 and the first six months of fiscal 1998 
when compared to the prior fiscal year due to realizing cost savings from the 
integration of Access Health and Informed Access Systems' management teams. 
The Company expects general and administrative expenses to increase in coming 
quarters, but generally consistent with the current percentage of revenues. *

TRANSACTION COSTS.  Transaction costs of $6.3 million were one-time charges 
recorded in the first quarter of fiscal 1997 associated directly with the 
merger of the Company with Informed Access and CRS and consists primarily of 
professional fees and services of approximately $5.2 million.

Transaction costs associated with the pending InterQual, Inc. acquisition are 
referenced in Note 2: Business Combinations.

INTEGRATION AND RESTRUCTURING COSTS.  Integration and restructuring costs 
related to the mergers of Informed Access and CRS were recorded in the 
amounts of $7.0 million and $2.7 million during the first and fourth quarters 
of fiscal 1997, respectively.  Integration and restructuring costs include:  
$7.1 million for severance, outplacement and relocation costs specifically 
related to the merger; $1.2 million related to the closure and elimination of 
duplicate leased facilities, primarily corporate headquarters, a sales office 
and a call center; and $1.3 million related to the write-off of computer 
hardware and other assets which were made obsolete as a result of the merger 
and duplicate information systems.  The remaining merger-related accrual at 
March 31, 1998 was approximately $1.9 million.  Total expected cash 
expenditures relating to the merger charge are estimated to be approximately 
$7.1 million of which approximately $5.2 million was disbursed prior to March 
31, 1998.  Termination benefits received by employees terminated through 
September 30, 1997 were approximately $5.6 million. The remaining severance 
and outplacement amounts are expected to be paid during the current fiscal 
year.

Integration costs associated with the pending InterQual, Inc. acquisition are 
referenced in Note 2: Business Combinations.

INCOME FROM OPERATIONS.  Operating income increased from $6.5 million during 
the second quarter of fiscal 1997 to $8.4 million during the second quarter 
of fiscal 1998, and increased from a loss of $1.4 million for the first six 
months of fiscal 1997 to a profit of $16.4 million during the same period in 
fiscal 1998. As indicated above, the changes are attributable to increasing 
revenues and decreased ongoing operating expenses, and to the transaction, 
integration and restructuring expenses recorded during the first six months 
of fiscal 1997, but absent from the results for the first six months of 
fiscal 1998.

OTHER INCOME.  The Company generates interest and other income from cash 
balances and available-for-sale securities. Interest and other income 
increased from $336,000 to $919,000, or 173.5% in the second quarter of 
fiscal 1997 and 1998, respectively, and from $715,000 to $1,677,000, or 
134.6% for the first six months of fiscal 1997 and 1998, respectively due to 
the increase in cash and equivalents and available for sale securities from 
$44.0 million at March 31, 1997 to $75.8 million at March 31, 1998.

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*.

                                      12
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 1998, the Company held cash and equivalents and 
available-for-sale securities totaling $75.8 million compared to a balance of 
$58.0 million as of September 30, 1997.  Cash provided by operations during 
the first six months of fiscal 1998 was $15.3 million compared with $10.0 
million for the first six months of fiscal 1997.

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 1998 or beyond*.

During the first six months of fiscal 1998, the Company purchased 
approximately $3.2 million of property and equipment. The Company expects to 
purchase additional capital equipment during the balance of fiscal 1998 to 
further integrate and expand call centers and system capacity, and to expand 
the Company's corporate infrastructure*.

* 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

The following factors should be carefully considered in evaluating the 
Company and its business.

UNCERTAINTY RELATED TO OBTAINING, EXPANDING AND RETAINING CONTRACTS MAY 
IMPACT RESULTS OF OPERATIONS. The Company's ability to increase revenues and 
profitability is largely dependent on the Company's ability to secure 
additional care management contracts and to retain and expand existing 
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 care 
management revenue.  For example, in fiscal 1997, the Company renegotiated 
various older care management contracts, typically upon renewal, to bring 
price terms based on minimum membership and utilization rates previously 
negotiated in line with actual membership and utilization rates.  Any factors 
adversely affecting the market for the care management product or the 
licensing and support services products, including factors outside of the 
Company's control, such as adverse publicity or government regulatory action, 
could have a material adverse effect on the Company.

DEPENDENCE ON PRINCIPAL CUSTOMERS. Significant portions of the Company's 
revenues are generated by a limited number of customers. The Company's care 
management contracts range from approximately 800 members to 3.0 million 
members per contract. In fiscal 1997, the five largest single care management 
enrollments totaled 3.0 million, 2.4 million, 1.9 million, 1.5 million and 
1.5 million members. In fiscal 1997, the Company's three largest customers 
accounted for approximately 8.0%, 7.8%, and 6.9% of the Company's total 
revenues and the Company's top five customers, in the aggregate, accounted 
for approximately 33.4% of the Company's total revenues. After an initial 
term of approximately one to four years, contracts generally can be 
terminated upon 60 to 360 days notice to the Company. Three of the Company's 
five largest contracts are up for renewal in the second half of fiscal year 
1998. The Company's contracts could 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 
such agreements could have a material adverse effect on the Company's 
operating results. See "Government Regulation."

                                      13
<PAGE>

UNCERTAINTY OF FUTURE OPERATING RESULTS. The Company's quarterly operating 
results may fluctuate significantly in the future as a result of a variety of 
factors, many of which are outside the Company's control. There can be no 
assurance that the Company's revenues and profitability will increase during 
fiscal 1998 and beyond. The Company's revenues may be materially adversely 
affected by the termination or non-renewal of the Company's contracts or by 
the renegotiation of the terms of such contracts. The Company may incur 
significantly increased sales, marketing, and promotional expenses during 
fiscal 1998, and may devote additional resources to the further development 
of care management, disease management 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 
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 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. In particular, several small competitors have recently been acquired 
or are expected to be acquired by companies with substantially greater 
financial, marketing and technical resources than the Company, and this could 
lead to increased competition. There can be no assurance that the Company 
will continue to compete successfully.

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.

CARE CENTER OPERATIONS.  The Company maintains member service and data 
centers ("care 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.

The successful operation of the Company's care centers is based on a 
networked information system. The information system provides care center 
nurses and health care counselors with access to care management applications 
and a database of information including member information, plan rules, 
physician information and clinical algorithms and guidelines. The Company is 
in the process of developing a new information system which combines certain 
aspects of the different systems developed by Access Health and Informed 
Access. Failure to successfully develop and implement this new information 
system could delay revenues or increase operating costs and could have a 
material adverse effect on the Company. The ability to continue to develop, 
implement and support the Company's information systems is dependent on its 
ability to employ and retain experienced technical personnel. If the Company 
is unable to hire and retain required personnel or is required to pay 
compensation at significantly higher levels to attract and retain technical 
personnel it could have a material adverse effect on the Company's financial 
results.

                                      14
<PAGE>

LIMITATIONS ON PROTECTION OF PROPRIETARY RIGHTS. The Company regards its 
software, clinical algorithms and nursing assessment tools, clinical 
operational expertise and marketing and program operation materials as 
proprietary and takes action to protect its intellectual property with 
patents, copyrights, trademarks, trade secret laws and restrictions on 
disclosure, copying and transferring title. Despite the Company's 
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. There can be no assurance that competitors, 
some of which have substantial resources and have made substantial 
investments in competing technologies, will not seek to apply for and obtain 
patents that will prevent, limit or interfere with the Company's ability to 
market its products and services either in the United States or in 
international markets. The Company could incur substantial costs defending 
itself in suits against the Company or its proprietary rights or in bringing 
suits against those parties to enforce the Company's proprietary rights. The 
Company has been issued patents on its clinical algorithms in the United 
States and has filed for patent protection in some foreign countries. There 
is no assurance that such patents will not be challenged or invalidated. 
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 depending upon into which countries outside the 
United States the Company expands.

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.  The 
difficulties of managing growth may be increased by the necessity of 
coordinating geographically separated organizations. 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 procedures 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 the Company 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 part through mergers 
and acquisitions. The Company has entered into an agreement to acquire 
InterQual, Inc. and intends to evaluate acquisitions of other product lines 
and businesses as part of its business strategy. 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.  Future 
acquisitions by the Company could result in potentially dilutive issuance of 
equity securities, the incurrence of debt 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 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, the addition of unanticipated administrative and other expense, 
and the potential loss of key employees of the acquired company.  The 
inability of the Company's management to respond to changing business 
conditions 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.

KEY EMPLOYEES AND MANAGEMENT OF CHANGE.  The Company's success depends on a 
limited number of key management employees, most of whom are subject to 
post-employment non-competition restrictions. 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, 
nursing, technical, marketing, and sales 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. 
                                      15
<PAGE>

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 market for the Company's stock is highly 
volatile. The trading price of the Company's common stock is subject to wide 
fluctuations in response to a variety of factors including the signing or 
loss of a major contract, changes in market analyst estimates and 
recommendations for the Company's common stock, fluctuations in operating 
results, the failure of operating results to meet market analyst's estimates, 
changes in government regulation and general conditions in the health care 
industry and the economy, any of which could cause the price of the Company's 
common stock to fluctuate, perhaps substantially. In addition, in recent 
years stock prices have experienced significant fluctuations, which have 
particularly affected the market price for the securities of health care 
companies and which often have been unrelated to the operating performance of 
these companies.

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, and health care referral programs. These statutes and 
regulations in many cases predate the development of telephone-based health 
care information and 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 care 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 understands that state regulators in some states have informed 
some entities that they are adopting such a construction. The Company has 
taken steps to comply with such regulatory interpretation, but there can be 
no assurance that such steps will be sufficient to protect the Company from 
the effects of any such regulatory action. 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 
                                      16
<PAGE>

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.

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 clinical 
algorithms and 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 clinical algorithms, 
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 or other 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. Further, there can be no assurance that the 
Company has appropriate or sufficient coverage under the existing insurance 
plans or that they will be able to obtain appropriate or sufficient amounts 
of insurance in the future to address the foregoing risks on terms that are 
commercially reasonable.

IMPACT OF THE YEAR 2000 ON COMPUTER SYSTEMS.   The architectural design on 
the Company's computer systems and infrastructure have taken into account the 
effect of integrating existing date data with date data from the Year 2000 
and beyond.  As a result, the Company believes it will address and resolve 
any possible issue associated with the integration of Year 2000 date data in 
a timely fashion and will not materially affect future financial results or 
cause reported financial information to be inaccurate. *  Nevertheless, 
unforeseen internal problems or unanticipated events including the inability 
of third party vendors to integrate Year 2000 date data could occur causing a 
material adverse effect on the Company's business, results of operations and 
financial condition.

                                      17
<PAGE>

                          PART II - OTHER INFORMATION
                                       
ITEM  4.  SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

     a)   The annual meeting of stockholders was held on February 25, 1998 to 
          elect directors, approve the adoption of the 1998 stock option plan 
          and the reservation of 900,000 shares for issuance thereunder, and 
          ratify independent auditors.

     b)   The following directors were elected at the meeting to serve a one 
          year term:
               Richard C. Miller
               Joseph P. Tallman
               John R. Durant, M.D.
               Kinney L. Johnson
               Frank Washington
               
     c)   The matters voted upon at the meeting and the results of the voting 
          with respect to those matters were as follows:

<TABLE>
<CAPTION>
          1) Election of Directors:                      For           Withheld
                                                ------------------------------------
          <S>                                         <C>             <C>
          Richard C. Miller                           15,967,131         41,315
          Joseph P. Tallman                           15,967,131         41,315
          John R. Durant, M.D.                        15,967,131         41,315
          Kinney L. Johnson                           15,967,131         41,315
          Frank Washington                            15,967,131         41,315
</TABLE>
<TABLE>
<CAPTION>

                                                                                                       Broker
                                                         For          Against         Abstain         Non-Votes
                                                    -------------   ------------   -------------   --------------
          <S>                                        <C>             <C>             <C>              <C>
          2) Approval of Adoption of Stockplan        10,507,910      5,224,568        275,968              0
          
          3) Ratification of Arthur Andersen 
             LLP as the Company's independent 
             auditors for fiscal year 1998            14,750,468         11,471      1,246,507              0
</TABLE>

The foregoing matters are described in detail in the Registrant's definitive 
proxy statement dated January 20, 1998 for the Annual Meeting of Stockholders 
held on February 25, 1998.

     d)   Not applicable.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     a)   Exhibits:

<TABLE>
<CAPTION>

EXHIBIT        DECRIPTION
--------       ----------
<S>            <C>

3.1  (A)       Amended and Restated Certificate of Incorporation
3.2  (A)       Amended and Restated Bylaws
3.3  (B)       Certificate of Designation of Rights, Preferences and Privileges of Series A
                 Participating Preferred Stock of Access Health, Inc. filed on
                 March 13, 1997.
4.1  (A)       Specimen Stock Certificate
4.2            1998 Stock Option Plan

4.3  (A)       Shareholder's Representation Statement and Registration Rights
                 Agreement dates as of November 25, 1996 between Registrant and various investors
4.4  (A)       Registration Rights Agreement dated November 18, 1996
4.5            Form of Preferred Shares Rights Agreement, dated as of March 12,
                 1997 as amended on December 8, 1997 between the
                 Company and First Chicago Trust Company of New York
27             Financial Data Schedule.
</TABLE>

     (A)  Incorporated by reference to Registrant's Form 10-K for the year ended
          September 30, 1996.
     (B)  Incorporated by reference to Registrant's Registration Statement on 
          Form 8-A filed March 13, 1997 (No. 000-19758).
     
     
     b) Reports on Form 8-K.  Change of auditors Form 8-K filed on January 9,
        1998.

                                      18
<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: May 15, 1998       /s/ Timothy H. Connor
                         ----------------------------------------
                         Timothy H. Connor
                         Senior Vice President and Chief
                            Financial Officer (principal financial
                            officer of Registrant)


                                      19