<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 June 30, 1997 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 July 31, 1997: 18,041,405 shares
<PAGE>
 
                              Access Health, Inc.

                                     INDEX


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

  Item 1. Financial Statements    
   
     Condensed consolidated balance sheets - September 30, 1996
      and June 30, 1997...........................................    4

    Condensed consolidated statements of operations - three months
      and nine months ended June 30, 1996 and 1997.................   5

    Condensed consolidated statements of cash flows - nine months      
      ended June 30, 1996 and 1997................................    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 6. Exhibits and Reports on Form 8-K.......................    15

SIGNATURE........................................................    16

                                       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,     June 30,
                                                                    1996            1997
                                                                -------------    ------------
<S>                                                             <C>              <C>
Assets:
  Current assets:
        Cash and equivalents..................................   $26,533          $ 34,848
        Available-for-sale securities.........................    14,126            14,128
        Accounts and licenses receivable, net of
         allowance for doubtful accounts of $884
         ($750 at September 30, 1996).........................    12,944            12,206
        Income taxes receivable...............................     1,917             1,917
        Prepaid expenses......................................     2,009             2,315
        Other current assets..................................     1,073             1,032
                                                                --------          --------
          Total current assets................................    58,602            66,446
        Property and equipment, net...........................    16,512            16,251
        Purchased intangibles, net of accumulated
         amortization of $4,765 ($4,327 at
         September 30, 1996)..................................     3,478             3,040
        Note receivable from AHN..............................         -             5,000
        Investment in AHN.....................................     5,000             5,000
        Other assets..........................................       700               442
                                                                --------          --------
                                                                 $84,292          $ 96,179
                                                                ========          ========

Liabilities and Stockholders' Equity
  Current liabilities:
        Accounts payable......................................   $ 4,314          $  3,482
        Accrued payroll and related expenses..................     3,413             3,953
        Accrued integration and restructuring costs...........         -             2,901
        Other accrued expenses................................     4,980             5,161
        Notes payable to related parties......................     1,500             1,243
        Current portion of long-term debt.....................       599               641
        Deferred revenues.....................................     4,500             5,035
                                                                --------          --------
           Total current liabilities..........................    19,306            22,416
  Long-term debt..............................................     1,344               839
  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 June 30, 1997)............    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, 17,994,445 shares
         issued and outstanding (13,684,927 at
         September 30, 1996)..................................        14                18
        Additional paid-in capital............................    58,182            72,965
        Deferred stock compensation...........................      (443)                -
        Accumulated deficit...................................    (5,106)              (59)
                                                                --------          --------
         Total stockholders' equity...........................    52,647            72,924
                                                                --------          --------
                                                                 $84,292          $ 96,179
                                                                ========          ========
</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                            Nine months ended            
                                                             June 30,                                      June 30,               
                                           ------------------------------------------     ----------------------------------------
                                                  1996                   1997                   1996                   1997
                                           ------------------   ---------------------      ------------------   ------------------
<S>                                        <C>                  <C>                        <C>                  <C>               
Revenues:                                                                                                                         
   Personal health management services..              $17,199                 $23,909               $42,780                 $68,326
   Licensing and support services.......                2,776                   2,576                 8,252                   7,901
                                           ------------------   ---------------------     -----------------   --------------------- 
       Total revenues...................               19,975                  26,485                51,032                  76,227 
                                                                                                                                    
Costs and expenses:                                                                                                                 
   Cost of revenues:                                                                                                                
       Personal health management                                                                                                   
        services........................                9,486                  12,795                24,786                  35,377 
       Licensing and support services...                1,484                     591                 4,089                   2,620 
   Product and other development........                1,858                   1,932                 4,205                   6,329 
   Sales and marketing..................                2,391                   2,270                 6,625                   6,516 
   General and administrative...........                2,247                   2,080                 5,864                   6,638 
   Transaction costs....................                    -                       -                     -                   6,345 
   Integration and restructuring costs..                    -                       -                     -                   6,961 
                                           ------------------   ---------------------    ------------------   --------------------- 
       Total costs and expenses.........               17,466                  19,668                45,569                  70,786 
                                           ------------------   ---------------------    ------------------   --------------------- 
                                                                                                                                    
Income from operations..................                2,509                   6,817                 5,463                   5,441 
                                                                                                                                    
Other income............................                  385                     520                 1,111                   1,235 
                                           ------------------   ---------------------    ------------------   --------------------- 
Income before income taxes..............                2,894                   7,337                 6,574                   6,676 
Provision for income taxes..............                2,451                   1,761                 5,567                   1,629 
                                           ------------------   ---------------------    ------------------   --------------------- 
                                                                                                                                    
Net income..............................              $   443                 $ 5,576               $ 1,007                  $5,047
                                           ==================   =====================    ==================   ===================== 
                                                                                                                                    
Net income per share....................                $0.02                $   0.29                 $0.06                $   0.27 
                                           ==================   =====================    ==================   ===================== 
                                                                                                                                    
Shares used in per share calculations...               18,949                  19,018                18,115                  18,973 
                                           ==================   =====================     =================   ===================== 
</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>
 
                                                       Nine months ended
                                                             June 30,
                                              ---------------------------------------                                            
                                                   1996                   1997
                                              ---------------        ----------------
<S>                                           <C>                    <C> 
Cash flows from operating activities:
 Net income ..................................        $ 1,007                 $ 5,047
 Adjustments to reconcile net income 
  to net cash provided by operations:
  Allowance for doubtful accounts ............            178                     134
  Depreciation and amortization...............          2,766                   4,638
  Deferred stock compensation.................             --                     443
  Common stock issued for services
   rendered...................................             --                   2,233
  Common stock issued in consideration
   for discharge of obligation................             50                      --
  Deferred income taxes.......................          2,520                      --
 Changes in:
   Accounts receivable........................         (3,975)                    604
   Prepaid expenses and other current
    assets....................................         (1,078)                   (265)
   Accounts payable...........................          1,511                    (832)
   Accrued payroll and related expenses.......          1,207                     540 
   Accrued integration and restructuring costs             --                   2,901
   Other accrued expenses.....................          3,958                     181 
   Notes payable to related parties...........             --                    (257)
   Deferred revenues..........................            358                     535 
                                              ---------------        ----------------
    Net cash provided by operating
     activities...............................          8,502                  15,902

Cash flows from investing activities:
 Purchase of available-for-sale
  securities, net.............................         (5,196)                     (2)
 Purchase of property and equipment...........         (8,555)                 (3,939)
 Note receivable from AHN.....................         (5,000)                 (5,000)
 Decrease in other assets.....................            809                     258 
                                              ---------------        ----------------
    Net cash used by investing
     activities...............................        (17,942)                 (8,683)
                                              ---------------        ----------------

Cash flows from financing activities:
 Payment of long-term debt....................           (875)                   (463)
 Proceeds from note payable...................            680                      --
 Sale of common stock.........................         30,787                   1,559
                                              ---------------        ----------------
    Net cash provided by financing
     activities...............................         30,592                   1,096
                                               ---------------        ----------------

Net increase in cash and equivalents..........         21,152                   8,315
Elimination of IAS and CRS net cash
 activity for the three months ended
 December 31, 1995............................            446                      --
Cash and equivalents at beginning of
 period.......................................          9,815                  26,533
                                              ---------------        ----------------

Cash and equivalents at end of period.........       $ 31,413                $ 34,848
                                              ===============        ================
</TABLE>

                            See accompanying notes.

                                       6
<PAGE>
 
                              Access Health, Inc.
              Notes to Condensed Consolidated Financial Statements
                                June 30, 1997
                                 (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
June 30, 1997, consolidated results of operations for the three and nine month
periods ended June 30, 1996 and 1997 and cash flows for the nine month periods
ended June 30, 1996 and 1997. Results for the period ended June 30, 1997 are
not necessarily indicative of the results to be expected for the entire fiscal
year.

Revenue Recognition
 
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.

The Company expects to incur a one-time charge of between $2.0 million and $3.0
million during the fourth quarter of fiscal 1997 related to the move of 
corporate headquarters to Broomfield, Colorado from Rancho Cordova, California.

Reclassifications

Certain reclassifications have been made to amounts reported for the prior
periods to conform with the June 30, 1997 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 3).

Note 2: New Accounting Pronouncement

In February 1997, the Financial Accounting Standards Board issued Statement No. 
128, "Earnings per Share", which is required to be adopted on December 31, 1997.
At that time, the Company will be required to change the method currently used 
to compute earnings per share and to restate all prior periods.  Under the new 
requirements for calculating primary earnings per share, the dilutive effect of 
stock options will be excluded.  The impact is expected to result in an increase
in primary earnings per share for the three months ended June 30, 1996 and 
June 30, 1997 of $0.003 and $0.016 per share, respectively, and for the nine
months ended June 30, 1996 and June 30, 1997 of $0.005 and $0.017 per share, 
respectively.

Note 3: 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 4: Note Receivable From AHN

During January 1997 the Company purchased an 8% Convertible Subordinated 
Debenture from America's Health Network, L.P. (AHN). The debenture matures on 
December 31, 2001 and is unsecured. The debenture is subordinated to all other
debt owed by AHN. Interest accrues at 8% annually and is only payable under 
certain conditions as described in the agreement. The debenture is convertible
into partnership interest at the option of the holder.

The Company is a limited partner in AHN. AHN is not yet profitable and 
projections indicate additional losses will need to be funded during current 
development stages. To date, AHN has not been successful at securing additional 
funding. The Company's $5.0 million investment in AHN and $5.0 million 
receivable from AHN are subject to the risk of a write-down or a complete 
write-off if AHN is unsuccessful at raising additional capital at reasonable 
terms. 

Note 5: 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 6: Long-Term Debt 
 
In May 1996, the Company signed a revolving credit agreement (the "Credit
Agreement") with a bank under which the Company could borrow up to $3 million.
The Credit Agreement expired on May 1, 1997.
 
The Company also has a term facility agreement (the "Term Agreement") whereby
through December 1996 the Company could 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 June 30,
1997, cumulative borrowings under the note payable facility and capital lease
facility aggregated $1,190,547. Borrowings under the Term Agreement are secured
by certain of the Company's equipment, with an aggregate carrying value of
approximately $1,200,000 at June 30, 1997. 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 3).

Note 7: 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 8: 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 9: 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 10: 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 3). 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 may contain 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 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.

During July 1997 the Company announced plans to move corporate headquarters to
Broomfield, Colorado from Rancho Cordova, California.


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, physician 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
32.6% from $20.0 million during the three months ended June 30, 1996 to $26.5
million during the three months ended June 30, 1997 and increased 49.4% from
$51.0 million during the nine months ended June 30, 1996 to $ 76.2 million for
the nine months ended June 30, 1997.

Revenues from personal health management services increased from $17.2 million
during the third quarter of fiscal 1996 to $23.9 million during the third
quarter of fiscal 1997 and from $42.8 million during the first nine months of
fiscal 1996 to $68.3 million during the first nine months of fiscal 1997 because
the number of members enrolled under the Company's Personal Health Advisor (PHA)
contracts increased during these periods. As of June 30, 1997, approximately
20.0 million members were enrolled in PHA compared to approximately 11.8 million
members enrolled as of June 30, 1996. Revenue from PHA contracts is recognized
ratably in accordance with contract terms on the basis of per-member fees.

Revenues from licensing and support services decreased from $2.8 million during
the third quarter of fiscal 1996 to $2.6 million during the third quarter of
fiscal 1997 and from $8.3 million for the first nine months of fiscal 1996 to
$7.9 million during the first nine months of fiscal 1997 due to the
discontinuation of several ASK-A-NURSE contracts. 

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 44.8% during the
third quarter of fiscal 1996 and 46.5% during the third quarter of fiscal 1997
and 42.1% during the first nine months of fiscal 1996 compared to 48.2% during
the first nine months of fiscal 1997. Gross margin for personal health
management services improved during the three and nine months periods ended June
30, 1997 compared to the prior year due to economies of scale resulting from
growth in PHA enrollment.  The Company believes it is operating near targeted
gross margin levels for personal health management services*.

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

                                       8
<PAGE>
 
FirstHelp, ASK-A-NURSE, Cancer HELPLINK, Access Care Management System ("ACMS"),
LIFE MATCH and CRS patient education modules licensees. The gross margin
percentages for licensing and support services increased from 46.5% during the
third quarter of fiscal 1996 to 77.1% during the third quarter of fiscal 1997
and from 50.4% for the first nine months of fiscal 1996 to 66.8% for the first
nine months of fiscal 1997. Licensing and support services gross margin
increases are due to changes in product licensing mix and increased efficiency
resulting from organizational adjustments. While gross margins can fluctuate,
the Company believes it is operating near targeted gross margin levels for
licensing and support services*.

Product and other development expenses.  Product development expenses totaled
-------------------------------------- 
$1.9 million, or 9.3% of revenues, during the third quarter of fiscal 1996 and
$1.9, or 7.3% of revenues, during the third quarter of fiscal 1997 and were $4.2
million, or 8.2% of revenues, for the first nine months of fiscal 1996 compared
to $6.3 million, or 8.3% of revenues, during the first nine months of fiscal
1997. These expenses relate to the Company's continuing efforts to develop new
products to meet the needs of consumers beyond triage and health information for
general populations.  The Company expects that product and other development
expenses will increase during fiscal 1997 and could continue to increase as a
percentage of revenues*.

Sales and marketing expenses.  Sales and marketing expenses were $2.4 million,
----------------------------
or 12.0% of revenues, and $2.3 million, or 8.6% of revenues, during the third
quarter of fiscal 1996 and 1997, respectively, and were $6.6 million, or 13.0%
of revenues, and $6.5 million, or 8.5% of revenues, during the first nine
months of fiscal 1996 and 1997, respectively. Third quarter sales and
marketing expenses decreased from fiscal 1996 to fiscal 1997 as a result of
the integration of the sales teams of Access Health and Informed Access and
because certain marketing expenses in fiscal 1996 were not repeated in fiscal
1997. 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*.

General and administrative expenses.  General and administrative expenses were
-----------------------------------
$2.2 million, or 11.2% of revenues, and $2.1 million, or 7.9% of revenues,
during the third quarter of fiscal 1996 and 1997, respectively, and totaled $5.9
million, or 11.5% of revenues and $6.6 million, or 8.7% of revenues, during the
first nine months of fiscal 1996 and 1997, respectively. The increase from the
first nine months of fiscal 1996 to the first nine months of fiscal 1997
reflects additional infrastructure investment made by two growing companies
which was mitigated by efficiencies achieved as a result of the merger with
Informed Access as evidenced in the decline from the third quarter of fiscal
1996 to the third quarter of fiscal 1997.

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 CRS and included professional fees of approximately $5.2 million.

Integration and restructuring costs.  Related to the mergers with Informed
-----------------------------------
Access and CRS, these costs were recorded during the first quarter of fiscal
1997 and included approximately $3.0 million for severance and related expenses,
approximately $1.5 million for elimination of redundant technology and
approximately $1.5 million for discontinuation of facilities and disposal of
assets.  The Company expects to incur a one-time charge of between $2.0 million
and $3.0 million during the fourth quarter of fiscal 1997 related to the move of
corporate headquarters to Broomfield, Colorado from Rancho Cordova, California*.

Income from operations.  Operating income increased from $2.5 million during the
----------------------
third quarter of fiscal 1996 to $6.8 million during the third quarter of fiscal
1997 due to factors and trends described in preceding paragraphs. Operating
income decreased from $5.5 million during the first nine months of fiscal 1996
to $5.4 million during the first nine months of fiscal 1997 as a result of the
merger-related charges recorded during the first quarter of fiscal 1997 and
described in the preceding two paragraphs.


                                       9
<PAGE>

Other income.  The Company generates interest and other income from cash
------------
balances and available-for-sale securities which is partially offset by interest
expense on long-term debt.  Other income increased from $385,000 to $520,000 in
the third quarter of fiscal 1996 and 1997, respectively, and from $1.1 million
to $1.2 million during the first nine months of fiscal 1996 and 1997,
respectively, primarily as a result of increases in invested cash and available-
for-sale securities balances.

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 June 30, 1997, the Company held cash and equivalents and available-for-
sale securities totaling $49.0 million which increased from a balance of $40.7
million as of September 30, 1996.  Cash provided by operations during the first
nine months of fiscal 1997 was $16.0 million compared with $8.5 million for the
first nine months of fiscal 1996.

During January 1997, the Company purchased a $5.0 million debenture issued by
America's Health Network, L. P. ("AHN"), a 24-hour, 7 day a week cable
television channel devoted to consumer health care information. The Company is a
limited partner in AHN. AHN is not yet profitable and projections indicate
additional losses will need to be funded during current development stages. To
date, AHN has not been successful at securing additional funding. The Company's
$5 million investment in AHN and $5.0 million receivable from AHN are subject to
the risk of a write-down or a complete write-off if AHN is unsuccessful at
raising additional capital at reasonable terms. 

During the first nine months of fiscal 1997 the Company purchased $3.9 million
of property and equipment.  The Company expects to purchase additional capital
equipment during the remaining quarter of fiscal 1997 to expand its call centers
and systems capacity.

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 the past, the
Company has renegotiated contracts prior to expiration resulting in reductions
in the number of members and/or revenue per member rates. 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 1.9 million
members, two contracts for 1.7 million members, two contracts for 1.5 million
members and one contract for 1.3 million members. In the three months ended June
30, 1997, the Company's three largest customers accounted for approximately
8.1%, 7.8%, and 7.4% of the Company's total revenues and the Company's top five
customers, in the aggregate, accounted for approximately 34.7% 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 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 in the future, 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.  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 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 consummated
the acquisitions of Informed Access Systems, Inc. and Clinical Reference
Systems, Ltd. in November 1996 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 on
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. 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 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 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 6.     EXHIBITS AND REPORTS ON FORM 8-K

        a)    Exhibits:
 
<TABLE>
<CAPTION>
EXHIBIT           DESCRIPTION
-------           -----------
<C>               <S>
   2.1 (B)        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 (C)        Amended and Restated Certificate of Incorporation
   3.2 (C)        Amended and Restated Bylaws
   3.3 (D)        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 (C)        Specimen Stock Certificate
   4.2 (A)        Registration Rights Agreement dated June 26, 1990 between Registrant and certain parties
                     named therein
   4.3 (C)        Shareholder's Representation Statement and Registration Rights Agreement dated as of
                     November 25, 1996 between Registrant and various investors
   4.4 (C)        Registration Rights Agreement dated November 18, 1996
   4.5 (D)        Form of Preferred Shares Rights Agreement, dated as of March 12, 1997 between the
                     Company and The First National Bank of Boston, including exhibits
 10.26 (E)        AHN Partners, L.P. 8% Convertible Subordinated Debenture due 2001

 10.27 (E)        Form of Change of Control/Severance Agreement for all Named Executive Officers

 10.28            Amendment to Employment Agreement dated April 30, 1997 between Registrant and Kenneth B. Plumlee

 10.29            Amendment to Stock Option Agreements dated April 30, 1997 between Registrant and Kenneth B. Plumlee

 10.30            Separation Agreement and Mutual Release dated April 30, 1997 between Registrant and Thomas E. Gardner

 27               Financial Data Schedule.
 
</TABLE>
       (A) Incorporated by reference to Registrant's Form S-1 Registration No.
           33-44604.
       (B) Incorporated by reference to Registrant's Registration Statement on
           Form S-4 (No. 333-13931).
       (C) Incorporated by reference to Registrant's Form 10-K for the year 
           ended September 30, 1996.
       (D) Incorporated by reference to Registrant's Registration Statement on 
           Form 8-A filed on March 13, 1997 (No. 000-19758).
       (E) Incorporated by reference to Registrant's Form 10-Q for the quarter
           ended March 31, 1997.


        b)    Reports on Form 8-K.  No reports on Form 8-K were filed during
        the current quarter.

            
                                       15
<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:  August 13, 1997           /s/  Timothy H. Connor
                                 --------------------
                                 Timothy H. Connor
                                 Senior Vice President and Chief
                                  Financial Officer (principal financial
                                  officer of Registrant)

                                       16
<PAGE>
 
                                EXHIBIT INDEX 
 
<TABLE>
<CAPTION>
EXHIBIT           DESCRIPTION
-------           -----------
<C>               <S>
   2.1 (B)        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 (C)        Amended and Restated Certificate of Incorporation
   3.2 (C)        Amended and Restated Bylaws
   3.3 (D)        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 (C)        Specimen Stock Certificate
   4.2 (A)        Registration Rights Agreement dated June 26, 1990 between Registrant and certain parties
                     named therein
   4.3 (C)        Shareholder's Representation Statement and Registration Rights Agreement dated as of
                     November 25, 1996 between Registrant and various investors
   4.4 (C)        Registration Rights Agreement dated November 18, 1996
   4.5 (D)        Form of Preferred Shares Rights Agreement, dated as of March 12, 1997 between the
                     Company and The First National Bank of Boston, including exhibits
 10.26 (E)        AHN Partners, L.P. 8% Convertible Subordinated Debenture due 2001

 10.27 (E)        Form of Change of Control/Severance Agreement for all Named Executive Officers

 10.28            Amendment to Employment Agreement dated April 30, 1997 between Registrant and Kenneth B. Plumlee

 10.29            Amendment to Stock Option Agreements dated April 30, 1997 between Registrant and Kenneth B. Plumlee

 10.30            Separation Agreement and Mutual Release dated April 30, 1997 between Registrant and Thomas E. Gardner

 27               Financial Data Schedule
 
</TABLE>
       (A) Incorporated by reference to Registrant's Form S-1 Registration No.
           33-44604.
       (B) Incorporated by reference to Registrant's Registration Statement on
           Form S-4 (No. 333-13931).
       (C) Incorporated by reference to Registrant's Form 10-K for the year 
           ended September 30, 1996.
       (D) Incorporated by reference to Registrant's Registration Statement on 
           Form 8-A filed on March 13, 1997 (No. 000-19758).
       (E) Incorporated by reference to REgistrant's Form 10-Q for the quarter
           ended March 31, 1997.