================================================================================
            UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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, 1999

                                       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 0-22212


                            ONHEALTH NETWORK COMPANY
             (Exact name of registrant as specified in its charter)

           WASHINGTON                                      41-1686038
  (State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                       Identification No.)

     808 HOWELL STREET, SUITE 400
          SEATTLE, WASHINGTON                                 98101
 (Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (206) 583-0100

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



Securities registered pursuant to Section 12(b) of the Act:
                                      NONE

Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $0.01 par value


     Indicate by a 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  outstanding  of the  registrant's  common  stock as of
June 30, 1999: 16,222,420

================================================================================


<PAGE>


                                TABLE OF CONTENTS

                          PART I. FINANCIAL INFORMATION
                                                                           PAGE
                                                                           ----
   ITEM 1.  Financial statements.............................................3

            Balance Sheets as of June 30, 1999 and December 31, 1998.........3

            Statements of Operations for the three and six month periods
              ended June 30, 1999 and 1998...................................4

            Statements of Cash Flows for the six month period ended
              June 30, 1999 and 1998.........................................5

            Notes to Financial Statements (unaudited)........................6

   ITEM 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operation........................................8




                           PART II. OTHER INFORMATION

   ITEM 2.  Changes in Securities and Use of Proceeds.......................11

   ITEM 4.  Submission of Matters to a Vote of Security Holders.............11

   ITEM 6.  Exhibits and reports on Form 8-K................................12



                                       2
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                           ONHEALTH NETWORK COMPANY
                                                BALANCE SHEETS
                                                (In thousands)


<TABLE>
<CAPTION>
                                                                               June 30,          December 31,
                                                                                 1999                1998
                                                                            ----------------    ---------------
                                                                              (unaudited)
ASSETS
<S>                                                                         <C>                 <C>

Current assets:
      Cash and cash equivalents                                             $       8,854       $       2,119
      Accounts receivable, net of allowances of $286 (1999) and
        $256 (1998)                                                                   488                 509
      Other current assets                                                          1,791                 409
                                                                            ----------------    ---------------
Total current assets                                                               11,133               3,037

Furniture and equipment:
      Computers and software                                                        1,750               1,218
      Office equipment                                                                291                 291
                                                                            ----------------    ---------------
                                                                                    2,041               1,509
      Accumulated depreciation                                                       (921)               (774)
                                                                            ----------------    ---------------
Furniture and equipment, net                                                        1,120                 735
Other non-current assets                                                               44                 122
                                                                            ================    ===============
Total assets                                                                $      12,297       $       3,894
                                                                            ================    ===============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities:
     Accounts payable                                                       $       3,735     $         1,526
     Other accrued expenses                                                         1,259               2,669
                                                                            ----------------    ---------------
Total current liabilities                                                           4,994               4,195

Other non-current liabilities                                                          34                   -

Shareholders' equity:
      Preferred stock, $0.01 par value; authorized, 1,000; issued and
          outstanding, none                                                             -                   -
      Common stock, $0.01 par value; authorized, 100,000; issued
          and outstanding, 16,222 (1999) and 12,800 (1998)                            162                 132
      Additional paid-in-capital                                                  107,765              89,082
      Accumulated deficit                                                        (100,658)            (89,515)
                                                                            ----------------    ---------------
Total shareholders' equity (deficit)                                                7,269                (301)
                                                                            ----------------    ---------------
Total liabilities and shareholders' equity (deficit)                        $      12,297      $        3,894
                                                                            ================    ===============


</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       3
<PAGE>



                                                  ONHEALTH NETWORK COMPANY
                                                  STATEMENTS OF OPERATIONS
                                           (In thousands, except per share data)
                                                        (Unaudited)
<TABLE>
<CAPTION>
                                                                 Three Months Ended                 Six Months Ended
                                                                       June 30,                          June 30,
                                                           -----------------------------    ---------------------------------
                                                               1999            1998             1999               1998
                                                           -------------    ------------    --------------    ---------------
<S>                                                         <C>              <C>             <C>               <C>

Net revenue                                                 $      581       $      155      $        781      $        485
Cost of revenue                                                     67              334                99               741
                                                           -------------    ------------    --------------    --------------
Gross margin                                                       514             (179)              682              (256)

Operating expenses:
     Product development, editorial and design                   1,864              830             3,048             1,558
     Sales and marketing                                         4,645              995             7,011             1,431
     General and administrative                                  1,111              490             1,997             1,233
                                                           ------------     ------------     -------------    --------------
            Total operating expenses                             7,620            2,315            12,056             4,222
                                                           ------------     ------------     -------------    --------------
Loss from operations                                           (7,106)           (2,494)          (11,374)           (4,478)

     Interest income                                               121               42               229                54
     Other income                                                    2              563                 2               282
                                                           ------------     ------------     -------------    --------------
     Total interest and other income                               123              605               231               336
                                                           ------------     ------------     -------------    --------------
Net loss                                                        (6,983)          (1,889)          (11,143)           (4,142)
Preferred stock dividends                                            -              (56)                -               (56)
Preferred stock accretion                                            -             (154)                -              (154)
                                                           ------------     ------------     -------------    --------------

Net loss applicable to common shareholders                  $   (6,983)      $   (2,099)      $   (11,143)    $      (4,352)
                                                           ============     ============     =============    ==============

Net loss per common share-
     Basic and diluted                                        $  (0.43)      $    (0.21)      $     (0.72)    $       (0.43)
                                                           =============    ============    ==============    ==============

Weighted average number of common shares
      outstanding                                               16,150           10,146            15,544            10,131
                                                           =============    ============    ==============    ==============


</TABLE>


     The accompanying notes are an integral part of the financial statements


                                       4
<PAGE>



                                           ONHEALTH NETWORK COMPANY
                                           STATEMENTS OF CASH FLOWS
                                                (In thousands)

<TABLE>
<CAPTION>
                                                                              Six Months Ended June 30,
                                                                        ------------------------------------
                                                                             1999                 1998
                                                                        ----------------     ---------------
<S>                                                                      <C>                  <C>

Cash flows from operating activities:
     Net loss                                                            $    (11,143)        $     (4,142)
     Adjustments to reconcile net loss to cash used in
      operating activities:
          Depreciation and amortization                                           147                  429
          Provision for (recoveries of) doubtful
             accounts and returns                                                  29                 (753)
          Compensation associated with stock option
             grants                                                                24                    -
          Amortization of prepaid advertising and
             promotional agreements                                               646                    -
          Other                                                                    11                    -
          Changes in assets and liabilities:
             Decrease (increase) in accounts receivable                            (8)                 981
             Decrease in inventories                                                -                  150
             Decrease in other current assets                                     (95)                 223
             Decrease in other non-current assets                                  78                    -
             Increase (decrease) in accounts payable                            2,209                 (516)
             (Decrease) in other accrued expenses                              (1,381)                (864)
                                                                        ----------------     ---------------
Net cash used in operating activities                                          (9,483)              (4,492)

Cash flows from investing activities:
      Capital expenditures                                                       (532)                (219)
                                                                        ----------------     ---------------
Net cash used in investing activities                                            (532)                (219)

Cash flows from financing activities:
      Proceeds from issuance of convertible preferred
        stock                                                                       -                5,000
      Net proceeds from issuance of common stock:
        Private placements                                                     14,092                    -
        Exercise of options                                                     1,072                  176
        Exercise of warrants                                                    1,586                    -
                                                                        ----------------     ---------------
Net cash provided by financing activities                                      16,750                5,176
                                                                        ----------------     ---------------
Net increase in cash and cash equivalents                                       6,735                  465
Cash and cash equivalents at beginning of year                                  2,119                2,488
                                                                        ================     ===============
Cash and cash equivalents at end of year                                $       8,854        $       2,953
                                                                        ================     ===============
</TABLE>



     The accompanying notes are an integral part of the financial statements


                                       5
<PAGE>


                            ONHEALTH NETWORK COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (UNAUDITED)



NOTE 1.         DESCRIPTION OF BUSINESS

OnHealth  Network  Company,  formerly  known  as  IVI  Publishing,   Inc.,  (the
"Company"),  is an  Internet-based  provider of high quality  health and medical
information and applications to a broad base of consumers. Through the Company's
Internet web site, onhealth.com,  the Company produces and distributes original,
relevant health content  including  in-depth reports,  personalized  information
retrieval,  specific guides to healthcare  services and information,  editorials
and interactive community environments.

NOTE 2.         BASIS OF PRESENTATION

The accompanying unaudited financial statements of OnHealth Network Company have
been prepared in accordance with generally  accepted  accounting  principles for
interim  financial  information  and  with  the  instructions  to Form  10-Q and
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been included. Operating results for the six months ended June 30, 1999 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending December 31, 1999. The accompanying unaudited financial statements should
be read in  conjunction  with the  financial  statements  and the notes  thereto
included in the OnHealth  Network  Company report to the Securities and Exchange
Commission on Form 10-K, as amended, for the year ended December 31, 1998.

NOTE 3.         RECLASSIFICATIONS

Certain  reclassifications  have been made for  consistent  financial  statement
presentation.

NOTE 4.         LOSS PER COMMON SHARE

Basic earnings per share ("EPS")  excludes any dilutive  effects of common stock
equivalents - options,  warrants and convertible securities - and is computed by
dividing income available to common shareholders by the weighted-average  number
of common  shares  outstanding  during the  period.  Diluted  EPS is computed by
dividing net income  available to common  shareholders  by the  weighted-average
number of shares of common stock and common stock equivalent shares outstanding.

The effects of common stock  equivalents  are excluded from the  computation for
the periods presented as their effects are anti-dilutive.

The components of basic and diluted loss per common share are as follows:
<TABLE>
<CAPTION>
                                                             Three Months Ended                   Six Months Ended
                                                                  June 30,                            June 30,
                                                     ---------------------------------    --------------------------------
                                                         1999               1998              1999              1998
                                                     --------------     --------------    --------------    --------------
                                                                    (In thousands, except per share data)
   <S>                                               <C>                <C>                <C>                <C>

   Net loss applicable to common  shareholders
      (numerator)                                    $     (6,983)      $     (2,099)     $    (11,143)     $     (4,352)
                                                     ==============     ==============    ==============    ==============

   Weighted average common shares outstanding
      (denominator)                                        16,150             10,146            15,544            10,131
                                                     ==============     ==============    ==============    ==============

   Loss per share:
       Basic and diluted
                                                     $      (0.43)      $      (0.21)     $      (0.72)     $      (0.43)
                                                     ==============     ==============    ==============    ==============
</TABLE>

                                       6
<PAGE>

NOTE 5.         COMPOSITION OF CERTAIN BALANCE SHEET ACCOUNTS

<TABLE>
<CAPTION>
                                                                 June 30, 1999       December 31,1998
                                                                ---------------     -----------------
                                                                          (In thousands)
       <S>                                                      <C>                 <C>

       Other current assets:
           Prepaid advertising                                  $       1,309       $         197
           Other                                                          482                 212
                                                                ===============     ================
       Total                                                    $       1,791       $         409
                                                                ===============     ================

       Furniture and equipment:
            Computer hardware                                           1,563               1,032
            Software                                                      187                 186
            Furniture & fixtures                                          220                 220
            Leasehold improvements                                         71                  71
                                                                ---------------     ----------------
                                                                        2,041               1,509
            Less accumulated depreciation                                (921)               (774)
                                                                ===============     ================
       Total                                                    $       1,120       $         735
                                                                ===============     ================

       Other accrued expenses:
            Litigation loss                                     $           -       $         677
            Advertising                                                     -                 609
            Royalties                                                     176                 338
            Payroll taxes                                                   2                 358
            Other                                                       1,081                 687
                                                                ---------------     ----------------
       Total                                                    $       1,259       $       2,669
                                                                ===============     ================
</TABLE>

NOTE 6.         EQUITY TRANSACTION

During  January 1999,  the Company  completed a $14,278,000  private  placement,
which resulted in the issuance of 2,596,000 shares of the Company's common stock
at $5.50 per share.

NOTE 7.         SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                                    Six months ended June 30,
                                                               -----------------------------------
                                                                   1999                 1998
                                                               --------------      ---------------
                                                                         (In thousands)
   <S>                                                         <C>                 <C>
   Cash paid during the periods for:
      Income taxes                                             $          3        $          7

   Non-cash investing and financing transactions:
     Common stock issued for  advertising and
       promotional agreements                                         1,939                   -
     Preferred stock/warrant discount                                     -                 600
     Preferred stock/warrant discount accretion                           -                (154)
     Stock options and warrants issued for services                       -                  60
</TABLE>


NOTE 8.         LEGAL PROCEEDINGS

On June 1, 1999, the Company made a payment of $950,000 to T. Randal Productions
in full satisfaction of a judgment against the Company. As of December 31, 1998,
the Company had accrued  $677,000.  The  remaining  $273,000 was recorded in the
quarter ended June 30, 1999.

In June 1999,  Jon Fisse,  the Company's  newly named Chief  Operating  Officer,
resigned from the Company before the Company and Mr. Fisse were able to agree on
the terms of his  employment  agreement.  The  Company  has filed a  declaratory
judgement action in the Unites States District Court for the Western District of
Washington  seeking to declare that Mr. Fisse terminated his employment and that
the Company owes him no future  remuneration  or stock option  benefits.  On the
same day, Mr. Fisse filed a lawsuit in the United States  District Court for the
Southern District of New York, asserting that the Company violated his rights in
connection  with his separation from the Company,  seeking damages which,  among
other things,  include  severance  compensation  and stock option  benefits.  No
answer has been filed in either  lawsuit.  The Company  believes they have valid
defenses  against Mr.  Fisse's  claims and intend to defend  against such claims
vigorously,  however  the  outcome of the  lawsuit  may have a material  adverse
affect on the Company's financial position and results of operations.


                                       7
<PAGE>

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

RESULTS OF OPERATIONS

NET REVENUE

Net revenue for the three and six month periods ended June 30, 1999 and 1998 was
as follows:

<TABLE>
<CAPTION>

(In thousands)                             Three Months Ended June 30,     Six Months Ended June 30,
                                          -----------------------------  ------------------------------
                                               1999            1998            1999            1998
                                          -------------   -------------  --------------  --------------
<S>                                       <C>             <C>             <C>            <C>
Online                                    $      417      $       57      $     563      $      146
E-commerce                                       150               -            150               -
Contract development  and other                   14             213             49             410
Product sales and licensing                        -            (115)            19             (71)
                                          =============   =============  ==============  ==============
Net revenue                               $      581      $      155     $      781      $      485
                                          =============   =============  ==============  ==============
</TABLE>

Net  revenue  for the three  month  period  ended  June 30,  1999  increased  by
$426,000,  or 275%, to $581,000, from $155,000 for the same period in 1998.  Net
revenue for the six month period ended June 30, 1999  increased by $296,000,  or
61%, to  $781,000,  from  $485,000 for the same period in 1998.  The increase in
revenue  is  primarily  due  to  increased  online  revenue   generated  by  our
onhealth.com  web site,  which  was  redesigned  and  relaunched  in July  1998,
partially  offset by a reduction in contract  development and other revenue.  An
increase in user  traffic  and the number of site  sponsorship  and  advertising
clients  over the same three and six month  periods in the prior year  accounted
for the  increase  in online  revenue.  E-commerce  revenue is the result of new
contracts entered into during 1999. The decrease in contract development revenue
and other  generally  reflects the Company's  shift toward online  efforts.  The
Company does not  anticipate  receiving  any  significant  revenue from contract
development and other or product sales and licensing in the future. The negative
product  sales and  licensing  revenue  in 1998 is a result  of  CD-ROM  product
returns.

GROSS MARGIN

Gross margin as a percentage  of net revenue for the three and six month periods
ended June 30, 1999 was 88% and 87%,  respectively,  compared to negative  gross
margins  of 115%  and 53%  for  the  same  periods  in the  previous  year.  The
improvement  in gross  margin  in the  first  and  second  quarters  of 1999 was
primarily  due to the high  margins of online  revenue in  relation to the gross
margins  achieved in the first and second  quarters of 1998 for CD-ROM  revenue.
The negative  gross margins in 1998 are the result of CD-ROM  royalty  expenses,
CD-ROM  inventory  write-offs and royalty  expenses  related to cable television
licensing  revenue.  In 1999, cost of revenue consists  primarily of third-party
royalties  relating  to  content  sales  and  advertising  and  sponsorship  and
e-commerce revenue.

OPERATING EXPENSES

Total  operating  expenses  for the  three  month  period  ended  June 30,  1999
increased $5,305,000, or 229%, to $7,620,000 from $2,315,000 for the same period
in 1998.  Total operating  expenses for the six month period ended June 30, 1999
increased  $7,834,000,  or 186%, to  $12,056,000  from  $4,222,000  for the same
period in 1998. The increase was primarily due to increased  sales and marketing
efforts  related to the Company's  onhealth.com  web site and increased  product
development, editorial and design expenses.

PRODUCT DEVELOPMENT,  EDITORIAL AND DESIGN. The increase in product development,
editorial and design  expenses during the three and six month periods ended June
30, 1999 of $1,034,000,  or 125%, and $1,490,000 or 96%, respectively,  from the
same  periods in 1998 was  primarily  due to an  increase  in the use of outside
contractors and headcount.  Product  development,  editorial and design expenses
consist  primarily  of  compensation,   consulting  fees,   third-party  content
acquisition  costs and web site maintenance and enhancement costs related to the
Company's onhealth.com web site.

SALES AND MARKETING.  The increase in sales and marketing expenses for the three
and  six  month  periods  ended  June  30,  1999 of  $3,650,000,  or  367%,  and
$5,580,000,  or 390%, respectively,  from the same periods in 1998 was primarily
the  result  of  increased   advertising   expenses  related  to  the  Company's
onhealth.com web site and increased headcount.  Marketing expenses include costs
related to the launch of a broad-based  consumer targeted  advertising  campaign
expected to commence in the third quarter of 1999.

GENERAL AND ADMINISTRATIVE.  The increase in general and administrative expenses
for the three and six month  periods  ended June 30, 1999 of $621,000,  or 127%,
and $764,000, or 62%, respectively,  from the same periods in 1998 was primarily
due to an increase in legal fees and  settlements,  travel and headcount . Legal
fees and settlements  include $273,000 for settlement and legal costs related to
the final settlement of the T. Randal Productions lawsuit,  which is in addition
to the $677,000 which had been accrued at December 31, 1998.

                                       8
<PAGE>

INTEREST INCOME

The increase in interest  income for the three and six month  periods ended June
30, 1999 of $79,000, or 188%, and $175,000, or 324%, respectively, from the same
periods in 1998 is due to the interest  earned on cash received from the private
placement completed during the first quarter of 1999.

OTHER INCOME

Other income for the three month period ended June 30, 1998  includes a $562,000
gain related to the collection of a previously reserved receivable and $1,000 of
other  income.  Other  income for the six month  period ended June 30, 1998 also
includes a $281,000 expense related to cable television licensing royalties.

INCOME TAXES

The Company has not recorded a current or deferred  provision for Federal income
taxes for the periods presented due to the history of losses incurred.

LIQUIDITY AND CAPITAL RESOURCES

At June 30,  1999,  the  Company  had  positive  working  capital of  $6,139,000
compared  with negative  working  capital of $1,158,000 at December 31, 1998. At
June 30, 1999, the Company had cash and cash  equivalents of $8,854,000.  During
the first six  months of 1999,  total  cash  used by  operating  activities  was
$9,483,000,  which was principally due to our net loss for the period  partially
offset by an increase in current liabilities. Investing activities used net cash
of $532,000 for purchases of computer  equipment,  compared with $219,000 during
the first six  months of 1998,  due to the  growth in the  number of  personnel.
Financing  activities  provided cash of $16,750,000  through the January private
placement of common stock, net of financing costs, $14,092,000;  the exercise of
warrants, $1,586,000; and the exercise of stock options, $1,072,000.

The Company  believes that its cash and cash  equivalents  will be sufficient to
fund its operations through December 31, 1999. The Company expects a significant
use of cash in 1999 as it markets  and expands the  onhealth.com  web site.  Any
material  unforeseen  increase in expenses or reductions  in projected  revenues
will likely require the Company to seek additional debt or equity financing.  If
additional cash is required,  the Company may need to reduce its expenditures or
curtail certain  operations.  There can be no assurance that additional capital,
on a debt  or  equity  basis,  will be  found,  or if  found  that it will be on
economically viable terms.

YEAR 2000

The Year 2000  issue is the  potential  for system and  processing  failures  of
date-related data and the result of computer-controlled systems using two digits
rather than four to define the applicable year. For example,  computer  programs
that have  time-sensitive  software may  recognize a date using "00" as the year
1900  rather  than the year  2000.  This  could  result  in  system  failure  or
miscalculations  causing  disruptions  of  operations,  including,  among  other
things, a temporary inability to process  transactions,  send invoices or engage
in similar normal business activities.

We could be affected by Year 2000 issues  related to  non-compliant  information
technology ("IT") systems or non-IT systems that we operate or that are operated
by third parties. We have substantially completed assessment of our internal and
external  (third-party)  IT  systems  and non-IT  systems.  At this point in our
assessment,  we are not currently  aware of any Year 2000  problems  relating to
systems we  operate  or that are  operated  by third  parties  that would have a
material effect on our business,  results of operations or financial  condition,
without  taking into  account our efforts to avoid such  problems.  Based on our
assessment to date, we do not anticipate that costs  associated with remediating
our  non-compliant  IT systems or non-IT  systems to exceed  $100,000,  although
there  can be no  assurance  to such  effect,  and any such  cost will be funded
through  operating  cash flows.  To date the Company has incurred no significant
costs related to the assessment of, and preliminary  efforts in connection with,
its Year 2000 project and the development of a remediation plan. Management does
not currently expect the Company's  financial condition or results of operations
will be materially  adversely  affected by the Year 2000 issue.  There can be no
guarantee  that the systems of other  companies on which the  Company's  systems
rely will be timely converted,  or that a failure to convert by another company,
or a conversion that is incompatible with the Company's systems,  would not have
a material adverse effect on the Company.

To  the  extent  that  our  assessment  is  finalized  without  identifying  any
additional material  non-compliant IT systems we operate or that are operated by
third  parties,  the most  reasonably  likely worst case Year 2000 scenario is a
systemic failure beyond our control,  such as a prolonged  telecommunications or
electrical failure. Such a failure could prevent us from operating our business,
prevent users from accessing our web site, or change the behavior of advertising
customers  or  persons  accessing  our web site.  We  believe  that the  primary
business risks, in the event of such failure,  would include, but not be limited
to, lost advertising  revenues,  increased operating costs, loss of customers or
persons  accessing our web site, or other business  interruptions  of a material
nature,  as well as claims  of  mismanagement,  misrepresentation,  or breach of
contract,  any of which could have a material  adverse  effect on our  business,
results of operations and financial condition.  We have not made any contingency
plans to address such risks.

                                       9
<PAGE>

FORWARD-LOOKING STATEMENTS

Certain statements made in this Form 10-Q, are  forward-looking  statements that
involve risk and uncertainties,  and actual results may be materially different.
There are several  important  factors that could cause actual results to differ,
which include, but are not limited to:

o    THE EXPECTATION THAT THE COMPANY WILL SEE A GROWTH IN REVENUES AND POSITIVE
     NET INCOME AS A RESULT OF ITS SHIFT IN FOCUS TO ITS ON-LINE  HEALTH NETWORK
     DEPENDS ON  CUSTOMER  INTEREST,  THE ABILITY TO OBTAIN  SUCCESSFUL  REVENUE
     SOURCES FROM  ADVERTISERS,  AS WELL AS OTHER GENERAL MARKET AND COMPETITIVE
     CONDITIONS WITHIN THE ON-LINE HEALTH NETWORK MARKET.

Additional  information  on other risk factors  which could affect the Company's
financial  results are included in the  Company's  Annual  Report for the fiscal
year  ended  December  31,  1998 on Form  10-K,  as  amended,  on file  with the
Securities and Exchange Commission.


                                       10
<PAGE>


                                     PART II
                                OTHER INFORMATION



ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.

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

         On June 15, 1999, at the Company's Annual Meeting of Shareholders,  the
         shareholders approved the following proposals by the margins indicated:

           1.          Election  of  the  Board  of  Directors.   All  directors
                  nominated were elected by the shareholders:
<TABLE>
<CAPTION>
                                                                      Number of Shares
                                                   -------------------------------------------------------
                             Director                     For              Against           Withheld
                      ------------------------     ---------------    ---------------    -----------------
                      <S>                             <C>                  <C>                   <C>

                      Michael A. Brochu               13,559,113           658,728               -
                      Robert N. Goodman               13,559,113           658,728               -
                      Ann Kirschner                   13,559,113           658,728               -
                      Ram Schriram                    13,559,113           658,728               -
                      Rick R. Thompson                13,559,113           658,728               -
</TABLE>

           2.          Approval  of an  Amendment to  the  Company's Articles of
                  Incorporation. The purpose of the Amendment to the Articles of
                  Incorporation  is to  increase  the  number  of  shares of the
                  Company's common stock authorized for issuance from 29,000,000
                  shares, as currently  authorized to,  100,000,000  shares. The
                  Amendment  will increase the number of authorized and unissued
                  shares of the Company's  common stock which may be used by the
                  Company for any proper corporate purpose.

                                                           Number of Shares
                                                        ----------------------

                             For:                                13,022,207
                             Against:                             1,168,113
                             Withheld:                                    -
                             Abstain:                                27,521


           3.          Approval of  Amendment  to 1997 Stock  Option  Plan.  The
                  purpose of the  Amendment  to the 1997 Stock Option Plan is to
                  increase,  by  3,000,000,  the  number of  shares  that may be
                  issued under the 1997 plan (to 4,750,000).  The purpose of the
                  1997 Plan is to promote Company  success by aligning  employee
                  financial interest with long-term shareholder value. Since all
                  1,750,000 of the options  originally  approved  under the 1997
                  Plan have been  granted,  the  Compensation  and Stock  Option
                  Committee of the Board of Directors  believes that an increase
                  in the number of shares available for issuance is necessary in
                  order to achieve the purpose of the 1997 Plan.

                                                            Number of Shares
                                                          -------------------

                             For:                                 7,646,340
                             Against:                             1,208,012
                             Withheld:                            5,324,962
                             Abstain:                                38,527

                                       11
<PAGE>

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibit Listing.

     Certain  exhibits have been  previously filed  with  the Commission and are
     incorporated herein by reference.


                            ONHEALTH NETWORK COMPANY
                                  EXHIBIT INDEX
                                  JUNE 30, 1999
<TABLE>
<CAPTION>

   Exhibit
   Number                         Description                                                                 Ref.
  --------                       -------------                                                                ----
     <S>       <C>                                                                                             <C>

     3.1       Amended and Restated Articles of Incorporation of the Company.                                  (L)
     3.2       Bylaws of the Company.                                                                          (A)
     4.1       Form of Stock Certificate.                                                                      (B)
    10.1       License Agreement, dated April 24, 1991, among the Company, William Morrow Company and Mayo
                   Foundation for Medical Education and Research, as amended.                                  (B)
    10.2       Electronic Publishing License, Development and Marketing Agreement, dated April 28, 1993,
                   between the Company and Mayo Foundation for Medical Education and Research.                 (B)
    10.3       401(k) Savings and Investment Plan.                                                             (B)
    10.4       1997 Stock Option Plan, as amended.                                                             (C)
    10.5       IVI Publishing, Inc. Director Stock Option Plan, as amended.                                    (D)
    10.6       License Agreement, dated February 9, 1994, between the Company and Time Life, Inc. and
                   First Amendment to Titles Development Agreement, dated as of February 9, 1994 between
                   the Company and Time Life, Inc.                                                             (D)
    10.7       Lease Agreement, dated March 30, 1994, between the Company and Ryan/Wilson Limited
                   Partnership.                                                                                (D)
    10.8       License, Development and Marketing Agreement, dated September 28, 1994, between the Company
                   and Time Life, Inc.*                                                                        (E)
    10.9       1994 License, Development and Marketing Agreement, dated September 27, 1994, between the
                   Company and Mayo Foundation for Medical Education and Research.*                            (E)
    10.10      License Agreement, dated November 10, 1994, between  the Company and Massachusetts Medical
                   Society.*                                                                                   (E)
    10.11      Sublicense Agreement, dated December 31, 1994, between the Company and Georg von
                   Holtzbrinck GmbH & Co.*                                                                     (E)
    10.12      Agreement between America's Health Network, Inc. and the Company, dated May 25, 1995.*          (F)
    10.13      Amendment No. 2 to License Agreement among William Morrow Company, Mayo Foundation for
                   Medical Education and Research and the Company, dated December 29, 1995.*                   (F)
    10.14      Financial  Advisor and  Consulting  Agreement  with Frazier & Company LP, dated
                   July 14,  1994,  as  amended by a letter agreement, dated June 28, 1995.**                  (G)
    10.15      First Amendment dated June, 27, 1994 and Second Amendment dated October 10, 1995 to Lease
                   Agreement between the Company and Ryan/Wilson Limited Partnership.                          (G)
    10.16      Agreement dated April 1995 among Ryan/Wilson Limited Partnership, Wilson Learning
                   Corporation the Company regarding a certain lease.                                          (G)
    10.17      Distribution on Consignment Agreement, dated February 29, 1996 between the Company and
                   Davidson & Associates, Inc.*                                                                (F)
    10.22      Sublease Agreement, dated September 17, 1996, between the Company and Reality Interactive,
                   Inc. for the fourth floor portion of the Main Lease between the Company and Ryan/Wilson
                   Limited Partnership, Wilson Learning Corporation.                                           (H)
    10.24      Settlement Agreement and Mutual Release dated September 12, 1997 between the Company and
                   Mayo Foundation for Medical Education and Research.                                         (I)
    10.25      Sublicense Agreement dated September 12, 1997 between the Company and Mayo Foundation for
                   Medical Education and Research.                                                             (I)
    10.26      Separation Agreement and Release of Claims dated January 26, 1998 between the Company and
                   Joy A. Solomon**                                                                            (J)

                                       12
<PAGE>

    10.27      Letter Agreement dated November 9, 1997 between the Company and Robert Goodman.**               (J)
    10.28      Subscription  Agreement,  dated January 29, 1999, among the Company and certain investors
                   named therein                                                                               (K)
    27         Financial Data Schedule (electronic version only)
-------------
<FN>
     (A)       Incorporated  herein by reference to the  Company's  Registration
               Statement on Form S-3, No.  333-69989,  filed with the Securities
               and Exchange Commission on December 31, 1998.
     (B)       Incorporated  herein by reference to the  Company's  Registration
               Statement  on  Form S-1,  No. 33-67064, filed with the Securities
               and Exchange Commission in 1993.
     (C)       Incorporated  herein by  reference to the  Company's  Preliminary
               Proxy Statement for the Annual Meeting of Shareholders  held June
               16, 1998 on Form PRE 14A,  filed with the Securities and Exchange
               Commission on May 6, 1998.
     (D)       Incorporated  herein by reference to the  Company's  Registration
               Statement on Form S-1, No.  33-76496,  filed with the  Securities
               and Exchange Commission in 1994.
     (E)       Incorporated by reference to the Company's Form 10-K for the year
               ended  December 31, 1994,  filed with the Securities and Exchange
               Commission.
     (F)       Incorporated  by reference to Exhibit 10.14 to the Company's Form
               10-K/A  for the year  ended  December  31,  1995  filed  with the
               Securities and Exchange Commission on October 4, 1996.
     (G)       Incorporated  by reference to Exhibit 10.19 to the Company's Form
               10-K  for the  year  ended  December  31,  1995  filed  with  the
               Securities and Exchange Commission .
     (H)       Incorporated  herein by reference to the Company's  Form 10-K for
               the year ended  December 31, 1996,  filed with the Securities and
               Exchange Commission on March 28, 1997.
     (I)       Incorporated herein by reference to Exhibit 10.1 to the Company's
               Form 10-Q for the quarter ended September 30, 1997 filed with the
               Securities and Exchange Commission on November 12, 1997.
     (J)       Incorporated  herein by reference to the Company's  Form 10-K for
               the year ended  December 31, 1997,  filed with the Securities and
               Exchange Commission on April 15, 1998.
     (K)       Incorporated by reference to the Company's Form 10-K for the year
               ended  December 31, 1998,  filed with the Securities and Exchange
               Commission on March 31, 1999.
     (L)       Incorporated  herein by reference to the  Company's  Registration
               Statement on Form S-3, No.  333-81321,  filed with the Securities
               and Exchange Commission on June 22, 1999.

*        Portions of the Exhibit  have been  omitted  pursuant to the  Company's
         request for confidential  treatment  pursuant to Rule 24b-2 promulgated
         under the Securities Act of 1933, as amended.

**       Management Agreement or Compensatory Plan or Arrangement
</FN>
</TABLE>



         (b)      Reports on Form 8-K.

                  No reports on Form 8-K were filed by the registrant during the
quarter ended June 30,1999.


                                       13
<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, in Seattle, Washington, on the 19th day
of July, 1999.



                                    ONHEALTH NETWORK COMPANY


                                    By:  /S/ MICHAEL D. CONWAY
                                        ------------------------------
                                         Michael D. Conway
                                         Vice President of Finance




                                       14