FORM 10 - Q
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549
(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
                                              ---------------------------

Commission file Number:  0-22212

                              IVI PUBLISHING, INC.
              ----------------------------------------------------

                          (Exact Name of Registrant as
                            specified in its charter)

    Minnesota                                                  41-1686038
    ----------                                                -----------
(State or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)

                             7500 Flying Cloud Drive
                        Minneapolis, Minnesota 55344-3739
              -----------------------------------------------------

                    (Address of principal executive offices)
                                   (Zip Code)

                                  612-996-6000
                        ---------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                           Yes      X           No
                                -------------       -------------

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

             Class                               Outstanding as of July 28, 1997
             -----------------------             -------------------------------
             Common Stock                        7,662,850 shares
             Par Value $.01 Per Share


<PAGE>

                              IVI PUBLISHING, INC.

                  Securities and Exchange Commission Form 10-Q
                   for the Second Quarter Ended June 30, 1997

                                      INDEX

                                          

PART I.  FINANCIAL INFORMATION:

Item 1.  Financial Statements

         Condensed Statements of Operations  (Unaudited) Three months ended June
         30, 1997 and June 30, 1996; Six months ended June 30, 1997 and June 30,
         1996

         Condensed  Balance  Sheets June 30, 1997  (Unaudited)  and December 31,
         1996

         Condensed  Statements of Cash Flows  (Unaudited)  Six months ended June
         30, 1997 and June 30, 1996

         Notes to Condensed Financial Statements (Unaudited)

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

PART II. OTHER INFORMATION:

Item 1.  Legal Proceedings
Item 2.  Changes in Securities
Item 3.  Defaults Upon Senior Securities
Item 4.  Submission of Matters to a Vote of Security Holders
Item 5.  Other Information
Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES



<PAGE>
                          PART I. FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

IVI Publishing, Inc.
Condensed Statements of Operations  (Unaudited)
(In thousands except per share data)
<TABLE>
<CAPTION>


                                      Three Months Ended    Six Months Ended
                                            June 30               June 30
                                      ------------------    ------------------
                                       1997       1996       1997        1996
                                      -------    -------    -------    -------


<S>                                   <C>        <C>        <C>        <C>
Net revenues                          $   524    $ 1,651    $ 2,243    $ 4,754
Cost of revenues                          266      1,054      1,036      2,435
                                      -------    -------    -------    -------

Gross margin                              258        597      1,207      2,319

Costs and expenses:
      Product development               1,090      1,517      2,401      3,036
      Sales and marketing                 249        675        643      1,399
      General and administrative        2,840      1,115      3,606      2,218
                                      -------    -------    -------    -------

Loss from operations                   (3,921)    (2,710)    (5,443)    (4,334)
Interest (expense) income                 (57)        57       (116)       149
                                      -------    -------    -------    -------

Net loss                              ($3,978)   ($2,653)   ($5,559)   ($4,185)
                                      =======    =======    =======    =======

Preferred stock dividends             ($   30)   ($   30)   ($   60)   ($   60)
Preferred stock accretion                 (13)       (13)       (26)       (26)
                                      -------    -------    -------    -------
Net loss applicable to common stock   ($4,021)   ($2,696)   ($5,645)   ($4,271)
                                      =======    =======    =======    =======

Net loss per common share             ($ 0.52)   ($ 0.36)   ($ 0.74)   ($ 0.56)
                                      -------    -------    -------    -------

Weighted average number of common
shares outstanding                      7,663      7,569      7,661      7,580
                                      =======    =======    =======    =======


</TABLE>


See notes to condensed financial statements.
<PAGE>

IVI Publishing, Inc.
Condensed Balance Sheets
(In thousands)            
<TABLE>
<CAPTION>
                                                       June 30   December 31
                                                         1997        1996
                                                      --------    --------
                                                    (Unaudited)
<S>                                                   <C>         <C>
Assets  
Current assets:
      Cash and cash equivalents                       $    717    $  3,462
      Accounts receivable, net                             735       4,134
      Inventory                                            142         155
      Other current assets                                 488         585
                                                      --------    --------
Total current assets                                     2,082       8,336

Furniture and equipment                                  6,720       6,812
Less allowances for depreciation                        (4,129)     (3,622)
                                                      --------    --------
                                                         2,591       3,190

Other non-current assets                                   762       1,885

                                                      --------    --------
Total assets                                          $  5,435    $ 13,411
                                                      ========    ========

Liabilities and Shareholders' Equity
Current liabilities:
      Accounts payable                                $  2,551    $  3,635
      Other accrued expenses                               123       1,471
                                                      --------    --------
Total current liabilities                                2,674       5,106

Convertible subordinated debentures                      3,500       3,500
Convertible redeemable preferred stock                   1,931       1,905

Shareholders' equity:
      Common Stock, $.01 par value:
         Issued and outstanding shares - 7,663 at
         June 30, 1997 and 7,612 at December 31, 1996       77          76
      Paid-in capital                                   70,441      70,453
      Accumulated deficit                              (73,188)    (67,629)
                                                      --------    --------
Total shareholders' (deficit) equity                    (2,670)      2,900
                                                      --------    --------

Total liabilities and shareholders' (deficit) equity  $  5,435    $ 13,411
                                                      ========    ========
</TABLE>


See notes to condensed financial statements.
<PAGE>

IVI Publishing, Inc.
Condensed Statements of Cash Flows  (Unaudited)
(In thousands)
<TABLE>
<CAPTION>


                                                            Six Months Ended June 30
                                                            ------------------------
                                                               1997       1996
                                                              -------    -------
<S>                                                           <C>        <C>
Operating activities
      Net loss                                                ($5,559)   ($4,185)
      Adjustments to reconcile net loss to net cash used in
         operating activities:
         Depreciation and amortization                            659        705
      Changes in assets and liabilities:
         Decrease (increase) in net accounts receivable         3,399       (390)
         Decrease in inventories                                   13        339
         Decrease (increase) in other current assets               97       (256)
         Decrease (increase) in other long-term assets          1,094       (645)
         Decrease in accounts payable and
              accrued liabilities                              (2,491)      (713)
                                                              -------    -------

      Net cash used in operating activities                    (2,788)    (5,145)

Investing activities
      Net furniture and equipment (additions) disposals           (31)       374
                                                              -------    -------

      Net cash (used) provided by investing activities            (31)       374

Financing activities
      Proceeds from exercised stock options                        74        347
                                                              -------    -------

      Net cash provided by financing activities                    74        347

Net decrease in cash and cash equivalents                      (2,745)    (4,424)
                                                            
Cash and cash equivalents at beginning of period                3,462      7,759
                                                              -------    -------

Cash and cash equivalents at end of period                    $   717    $ 3,335
                                                              =======    =======

</TABLE>

See notes to condensed financial statements.


<PAGE>


                              IVI Publishing, Inc.
             Notes to the Condensed Financial Statements (Unaudited)
                                  June 30, 1997


Note A -- Basis of Presentation

The accompanying  unaudited condensed financial statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly,  they do not include all information and footnotes required by
generally accepted accounting principles for complete financial  statements.  In
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results  for the  six  month  period  ended  June  30,  1997  are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 1997. For further information,  refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the year ended December 31, 1996.

Note B -- Product Development Costs

Product  development  costs  consist  principally  of  compensation  to  Company
employees,  interactive  design  costs paid to outside  consultants,  travel and
supplies. All costs are expensed as incurred.

Costs  related to research,  design and  development  of products are charged to
product  development   expenses  as  incurred.   Under  Statement  of  Financial
Accounting  Standards  No.  86 (SFAS No.  86),  software  development  costs are
capitalized  beginning  when a  product's  technological  feasibility  has  been
established  and  ending  when a product is  available  for  general  release to
customers.  The Company has not capitalized any software development costs since
such costs meeting the requirements of SFAS No. 86 have not been significant.

Note C -- Net Loss Per Share

Net loss per share is computed  using the weighted  average  number of shares of
common  stock  outstanding.  Common  equivalent  shares  from stock  options and
warrants are excluded from the computation as their effect is anti-dilutive.

In February 1997, the Financial  Accounting Standards Board issued Statement No.
128,  "Earnings Per Share." This statement  establishes  standards for computing
and  presenting  basic  and  diluted  earnings  per share  (EPS)  for  financial
statements  issued for periods  ending after  December 15, 1997. The adoption of
this statement will not have a material effect on the Company's reported EPS.



<PAGE>



Note D -- Revenue Recognition

The Company's revenues consist of product sales and licensing revenue,  contract
development  revenue,  fees  relating to the licensing of its content for use on
cable television, and fees for online services.

Product sales and licensing revenues are made up of retail  distribution  sales,
direct  mail  sales,  and product  sales and  royalties  on licenses to original
equipment  manufacturers.  These  revenues are  recognized  upon shipment of the
product or when the Company's  obligations  under the licensing  agreements  are
complete. Allowances for returns are recorded at the time revenue is recognized.

Contract  development  revenue is  generated  through  the use of the  Company's
personnel and facilities for the creation of custom  multimedia  products.  This
revenue is  recognized by contract on a  percentage-of-completion  basis or at a
specific hourly rate, depending on the terms of the contract.

Revenues are generated through the licensing of the Company's health and medical
content for use on cable television  channels.  The Company  recognizes  revenue
under its cable agreement ratably over the life of the contract.

Revenues were also generated through the Company's online agreement with AT&T in
1996.  Revenues  generated by the online  service were  recognized  as they were
earned.

Note E -- Change in Accounting Estimates

The Company recognized charges in the quarter ending June 30, 1997 relating to a
change in  reserves  as well as a change  in the  estimate  of an  asset.  These
charges totaled $2,066,000,  and were made up of $2,000,000 of reserves recorded
against  receivables  due  from  America's  Health  Network  (AHN),  off-set  by
$1,000,000 of liabilities  due subsequent to receipt of the  receivables,  and a
$1,066,000  write-off to record the partial  impairment of an asset.  The asset,
which is included in other assets, represents the capitalization of cost paid to
Time Life, Inc. for the development of The Medical Advisor, the print version of
Taking Control of Your Health.



<PAGE>


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

Overview

In the second quarter of 1997,  the Company  expanded its  participation  in the
online  market,  which is a major facet of its integrated  publishing  strategy.
While  continuing to sell its CD-ROM  products,  the Company advanced its online
business by launching an all-new Internet site, OnHealth, which is separate from
the Company's Mayo Health O@sis Internet site.

An integral part of the Company's  strategy for 1997 involves the  generation of
online revenue  through the sale of site  sponsorships,  advertising and premium
services.  During the second quarter,  the Company made  significant  strides in
generating  this revenue.  An agreement  was signed with  Internet  Broadcasting
System (IBS) of Minneapolis, which operates Internet sites with a focus on local
news, sports,  weather and other information in Minneapolis and Los Angeles. The
Company  agreed to develop an exclusive  health site, or OnHealth site, for each
of IBS' local markets, as well as for certain future markets. IBS plans to enter
five to  seven  other  markets  by the end of  1997.  Currently  IBS has  formed
partnerships  with  major  CBS-affiliated  television  stations  in  both of the
markets in which it operates Internet sites. These television stations,  WCCO-TV
(CBS-Minneapolis) and KCBS-TV (CBS-Los Angeles), promote the Internet sites. The
Company  developed the Internet sites throughout the second quarter and launched
them in late June.  Subsequent  to launching the sites,  the Company  signed its
first agreements with site sponsors and advertisers. The associated revenue will
be recognized during the third quarter and over the life of the contract.

The Company had expected to receive  significant  revenue in the second  quarter
from site  sponsorship  agreements  for its Mayo  Health  O@sis  Internet  site.
However,  due in part to continuing  negotiations with  representatives  of Mayo
Foundation  regarding a new  arrangement  for revenue and cost sharing and other
matters  concerning  O@sis,  the Company was unable to close on several existing
commitments by potential sponsors prior to June 30. The Company has entered into
a binding agreement in principle with Mayo regarding O@sis as described in  Part
II Item 5 "Other Information" below.

During the second  quarter of 1997,  the Company  continued  to focus its CD-ROM
efforts on its family health  reference  CD-ROM titles.  The Company's  flagship
CD-ROM  product is the Mayo Clinic  Ultimate  Medical  Guide,  which is the Mayo
Clinic Family Health Book and the Mayo Clinic Family  Pharmacist  discs packaged
as a single unit.  Although  the  Company's  strategy  calls for focusing on the
online  market for the  remainder of 1997,  the Company will continue to publish
its family health reference CD-ROM titles.

The Company was unable to recognize the $493,000 of cable  royalty  revenues due
from its five-year content agreement with America's Health Network (AHN) for the
second quarter.  AHN had planned to receive an influx of cash from  Columbia/HCA
Healthcare Corporation which would have allowed AHN to meet all of its financial
obligations,  including  those in its agreement with the Company.  However,  the
anticipated  deal with  Columbia  fell  through on July 30. AHN has entered into
discussions with other potential financial partners,  but until a deal is signed
and the Company  can be  reasonably  certain of  collectibility,  no  additional
revenue  will  be  recognized.   Additionally,  the  Company  chose  to  reserve
approximately  $2,000,000 of receivables from AHN. By reserving the receivables,
the Company also was able to eliminate $1,000,000 in liabilities which were owed
upon receipt of the AHN receivables. The Company will reevaluate the reserve, if
and when AHN is able to obtain financing.

The  Company  also  wrote  off  $1,066,000  of  an  asset  that  represents  the
capitalization  of costs  paid to Time Life,  Inc.  for the  development  of The
Medical Advisor, the print version of Taking Control of Your Health. The Company
has been  amortizing  this asset as royalties on sales of the print version were
received,  however,  sales of the print version dropped significantly during the
second quarter of 1997, and management  determined  that the value of this asset
was partially impaired.


<PAGE>

Results Of Operations

Net  revenues  for  the  second  quarter  of 1997  were  $524,000,  compared  to
$1,651,000  for the second  quarter of 1996.  The revenues were comprised of the
following:


                                   Second Quarter             Second Quarter
                                        1997                       1996
                                  -----------------          -----------------

CD-ROM Retail                          $212,000                   $364,000
CD-ROM OEM and License                  108,000                    426,000
Contract Development                    203,000                    305,000
Amortization of Cable Royalty                                      493,000
Other Revenue                             1,000                     63,000
                                  -----------------          -----------------

Total Net Revenues                     $524,000                 $1,651,000
                                  =================          =================

The  decrease  in  revenues  resulted in part from the  Company's  inability  to
recognize  any cable  royalty  revenues  from AHN and the  inability to close on
several   commitments  by  potential   sponsors  for the  O@sis  Internet  site.
Additionally, CD-ROM retail and OEM revenues decreased due to market conditions.

Gross  margins as a percentage  of net  revenues for the second  quarter and six
months  ended June 30, 1997 were 49% and 54%,  respectively  compared to 36% and
49% for the  comparable  periods  of  1996.  Significant  increases  in  margins
recognized for contract  development  work, as well as stronger margins realized
in the  CD-ROM  retail  business,  both  contributed  to the  increase  in gross
margins.

Product  development  expenses were  $1,090,000  and  $2,401,000  for the second
quarter and six months ended June 30, 1997, respectively, compared to $1,517,000
and $3,036,000 for the comparable periods in 1996. The decrease is partially the
result of the Company's  efforts to reduce expenses.  Additionally,  the Company
has  concentrated  its  development  efforts  on the online  strategy  which has
resulted in lower development  costs since online  development is generally less
expensive  than CD-ROM  development.  The  Company's  strategy is to continue to
concentrate  development  efforts on its online content, as well as updating its
family reference CD-ROMs.

Sales and  marketing  expenses for the second  quarter and six months ended June
30, 1997 were $249,000 and $643,000  compared to $675,000 and $1,399,000 for the
comparable  periods  of  1996.  The  decrease  was due to fewer  consulting  and
promotional  expenses  paid on CD-ROM  sales.  The Company  intends to focus its
sales and marketing force on online opportunities,  while continuing to maintain
its CD-ROM sales.

General and  administrative  expenses increased in the second quarter of 1997 to
$2,840,000,  as compared to  $1,115,000  for the second  quarter of 1996.  These
expenses  also  increased  for the sixth months ended June 30, to  $3,606,000 in
1997,  as compared to  $2,218,000  in 1996.  The increase was  primarily  due to
reserving  approximately  $2,000,000 in  receivables  due from AHN, which became
necessary when AHN's financing fell through  subsequent to the end of the second
quarter.  This  $2,000,000  expense was off-set by a reduction of  $1,000,000 in
related liability charges.  Additionally,  general and  administrative  expenses
increased due to the $1,066,000  partial  write-off of an asset that represented
the  capitalization  of costs paid to Time Life, Inc. for the development of The
Medical Advisor.


<PAGE>

Net interest  expense was $57,000 and  $116,000  for the second  quarter and six
months  ended June 30,  1997,  compared  to net  interest  income of $57,000 and
$149,000 for the same periods in 1996.  The decrease  resulted  from having less
cash available for investing  purposes  combined with interest  expense payments
made on the Company's convertible subordinated debentures.

Financial Condition, Liquidity and Capital Resources

Capital asset  expenditures for the six month period ended June 30, 1997 totaled
$59,000 and consisted principally of computer equipment. Capital asset disposals
totaled $28,000.

At June 30, 1997, the Company had cash and cash equivalents  totaling  $717,000.
Total cash used during the six months ended June 30, 1997 was $2,745,000. If the
Mayo Agreement is not closed, the Company will require  additional  financing in
the fourth  quarter to be able to  continue  funding its  business.  There is no
assurance  that  such  funding  would be  available  on any  terms.  If the Mayo
Agreement is closed,  the Company  expects to be able to fund its  operations at
least through the first half of 1998.

The Company still has an asset of $684,000 that represents the remaining portion
of the costs paid, net of royalties received and write-offs,  to Time Life, Inc.
for the  development of the print version of Taking Control of Your Health.  The
Company will  continue to amortize this asset as royalties on sales of the print
version  are  received  from  Time  Life,  Inc.  There  are  certain  risks  and
uncertainties  in assuming  that the sales  volume of the print  version will be
sufficient  to fully  amortize  this  asset;  however,  based on the most recent
review  of  this  asset,  management  believes  the  remaining  balance  will be
realizable.  Management  will  continue to review  this  asset's  valuation  for
impairment.

See Part II Item 5 "Other Information" below for an  explanation  of  risks  and
uncertainties  that could cause  actual  results to differ  materially  from the
forward looking statements set forth in this report.


ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

Not required for this filing.


<PAGE>


                            PART II OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

         In February  1996, an action in the District  Court of Hennepin  County
(Minnesota) was brought by T. Randal  Productions et al. against the Company and
one current and two former employees.  The plaintiffs make various  allegations,
including  misappropriation of corporate  opportunities and trade secrets by the
Company and its employees.  The plaintiffs seek an unspecified award of monetary
damages,  exemplary damages and royalties. The case has been scheduled for trial
on September 15, 1997.  Management  believes that the action is totally  without
merit, and it is vigorously defending the action.

         In 1996,  Berkshire  Multimedia  Group,  Inc.  ("Berkshire")  initiated
mediation  regarding a dispute with the Company.  Shortly after an  unsuccessful
mediation  conference was held in September  1996,  Berkshire  Multimedia  Group
filed  a  demand  for  arbitration   alleging  that  the  Company  breached  its
obligations  under a contract.  An arbitration  hearing was completed in January
1997, and in February 1997 the  arbitration  panel awarded  Berkshire  $300,000.
Hennepin County  (Minnesota)  District Court vacated that award on May 29, 1997,
and Berkshire has appealed the case.

ITEM 2.           CHANGES IN SECURITIES

None.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

None.

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

IVI Publishing,  Inc. held its 1997 Annual Shareholders Meeting on May 22, 1997.
The following items were voted on and adopted:

1.)   To set the Board of Directors at seven (7) directors.
      For: 5,894,689  Against: 25,405  Abstentions: 61,750  Non-votes:  0

2.)   To elect the Board of Directors consisting of the following seven (7)
      directors:  Nicholas C. Bluhm, Michael A. Brochu, Ronald E. Eibensteiner,
      Alan D. Frazier, Timothy I. Maudlin, Charles A. Nickoloff, and Joy A.
      Solomon.

      Each director received the following votes:
      For: 5,950,414  Against: 31,430  Abstentions: 0  Non-votes: 0

3.)   To ratify the appointment of Ernst & Young as the independent auditors for
      the Company for the year 1997.
      For: 5,961,844  Against: 11,600  Abstentions: 8,400  Non-votes: 0

4.)   To amend the Director Option Plan.
      For: 5,741,676  Against: 158,568   Abstentions: 81,300  Non-votes: 300



<PAGE>

ITEM 5.           OTHER INFORMATION

Agreement with Mayo

         The Company  announced  on August 21,  1997 that it has entered  into a
binding agreement in principle with  representatives  of the Mayo Foundation for
Medical Education ("Mayo") including a full transfer of control of O@sis to Mayo
and a new arrangement for revenue and cost sharing and other matters  concerning
the O@sis Website.  This agreement is subject to execution of a final  agreement
and certain  closing  conditions,  including  the  requirement  that the Company
obtain the  consent of the  holders of a  majority  in  principal  amount of the
Company's outstanding convertible subordinated debentures.  Although the Company
believes that it will be able to obtain the consent of the debenture holders and
satisfy the other  conditions to closing,  there is no assurance that it will be
able to do so. The  specific  material  terms of the  binding  agreement  are as
follows:  (i) Mayo will pay the  Company a total of $3  million in cash and Mayo
will return 490,000 shares of IVI common stock currently valued at approximately
$1.45  million;  (ii) Mayo will pay the  Company a royalty  on all net  revenues
received from third parties in connection  with O@sis through the year 2001, and
IVI will also receive a royalty on all net revenues  received from third parties
through  the  year  2001 in  connection  with  any  non-O@sis  Internet  project
commenced by Mayo before the year 2000; (iii) the Company will release Mayo from
the Company's  "right of first offer" on Mayo health  products  produced for the
electronic  media;  and (iv)  effective  retroactive  to January  1, 1997,  Mayo
assumes all financial obligations associated with the operation of O@sis.

Cautionary Statement Relating to Forward Looking Information

         Certain  statements  included in this Quarterly Report on Form 10-Q are
forward-looking  statements  that  involve a number  of risks and  uncertainties
which may cause the  Company's  future  operations  and results of operations to
differ materially from those anticipated in this report.  Specifically,  whether
AHN will obtain  permanent  financing which allows it to meet its obligations to
the  Company  is a matter  outside  of the  Company's  control  and  subject  to
significant  uncertainty.  The  discussion  relating  to the  Company's  binding
agreement in principle with Mayo is subject to a number of risks,  including the
possibility  that the  transactions  contemplated  under the agreement  will not
close, or that the Company will be unable to obtain the necessary  consents from
its debenture  holders or satisfy other conditions to the agreement.  Statements
relating to the litigation  matters in which the Company is involved are subject
to the risk that the  matters are  resolved  in a manner  adverse to the Company
resulting in  significant  damages to the Company.  The  Company's  expectations
regarding  its  OnHealth  Internet  site  may  not  be  realized  if  unexpected
difficulties  in  development  occur or if the site is not as  well-received  as
anticipated. All of the foregoing matters will affect the Company's future needs
for financing.  If the  transactions  under the Mayo Agreement are not closed or
the Company suffers a materially  adverse result in its litigation  proceedings,
the Company's  financial  condition will be  significantly  worse than currently
anticipated and it may not be able to continue funding its business.


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a)      The following exhibits are included herein:

         (11)  Computation of per share loss.
         (27) Financial Data Schedule (included only in electronic version).

(b)      No reports on Form 8-K were filed by the Company for the quarter ended
         June 30, 1997




<PAGE>







                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        IVI PUBLISHING, INC.



                                        By /s/  Charles A. Nickoloff
                                        Charles A. Nickoloff
                                        Vice President and
                                        Acting Chief Financial Officer

Date:  August 21, 1997