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

                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, 2000

                                       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 of           (I.R.S. Employer Identification No.)
   incorporation or organization)

        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 July 31, 2000:   24,697,701

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


<PAGE>



                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----
                          PART I. FINANCIAL INFORMATION

   ITEM 1.  Financial Statements.............................................3

             Consolidated Balance Sheets as of June 30, 2000
               and December 31, 1999.........................................3

             Consolidated Statements of Operations for the
               Three Month and Six Months Ended June 30, 2000 and 1999.......4

             Consolidated Statements of Cash Flows for the
               Six Months Ended June 30, 2000 and 1999.......................5

             Notes to Consolidated Financial Statements .....................6

   ITEM 2. Management's Discussion and Analysis of Financial Condition
             and Results of Operations......................................11


                           PART II. OTHER INFORMATION

   ITEM 1. Legal Proceedings................................................15

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



                                       2
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                 ONHEALTH NETWORK COMPANY AND SUBSIDIARIES
                                        CONSOLIDATED BALANCE SHEETS
                                   (In thousands, except per share data)

                                                                             June 30,           December 31,
                                                                               2000                1999
                                                                          ----------------    ---------------
                                                                            (Unaudited)         (Restated)
<S>                                                                       <C>                 <C>

ASSETS:

Current assets:
      Cash and cash equivalents                                           $       4,883       $      10,142
      Restricted cash                                                               500                 500
      Accounts receivable, net of allowances of $520 (2000)
        and $413 (1999)                                                           3,859               1,870
      Inventories                                                                    22                  15
      Prepaid advertising                                                         2,690               6,848
      Deferred financing costs                                                   14,210                   -
      Other current assets                                                          332                 401
                                                                          ----------------    ---------------
Total current assets                                                             26,496              19,776

Furniture and equipment, net
                                                                                  2,712               2,137
Intangibles and goodwill, net                                                     9,253              10,754
Other non-current assets                                                             63                  53
                                                                          ----------------    ---------------
Total assets                                                              $      38,524       $      32,720
                                                                          ================    ===============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Notes payable                                                        $      20,000       $       2,000
     Current maturities of capital lease obligations                                 10                  13
     Accounts payable                                                             9,507               6,515
     Deferred revenue                                                             1,215                 859
     Other accrued expenses                                                       2,868               2,383
                                                                          ----------------    ---------------
Total current liabilities                                                        33,600              11,770

Non-current liabilities                                                              48                  55

Commitments and contingencies

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, 24,698 (2000) and 23,812 (1999)                          247                 238
      Additional paid-in-capital                                                197,471             171,641
      Accumulated deficit                                                      (188,307)           (139,533)
      Deferred compensation                                                      (4,535)            (11,451)
                                                                          ----------------    ---------------
Total shareholders' equity                                                        4,876              20,895
                                                                          ----------------    ---------------
Total liabilities and shareholders' equity                                $      38,524       $      32,720
                                                                          ================    ===============
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       3
<PAGE>


                    ONHEALTH NETWORK COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Three Months Ended                   Six Months Ended
                                                                      June 30,                            June 30,
                                                           -------------------------------   ---------------------------------
                                                               2000             1999             2000               1999
                                                           -------------    --------------   --------------    ---------------
                                                                             (Restated)                          (Restated)
<S>                                                           <C>              <C>              <C>              <C>
Net revenue                                                   $   3,683        $      581       $    6,347       $        781

Costs and expenses:
     Product development, editorial and design                    3,422             1,931            6,094              3,147
     Sales and marketing                                         13,842             4,645           26,028              7,011
     General and administrative                                   3,417             1,098            6,209              1,972
     Amortization of intangibles and goodwill                       749                 -            1,500                  -
     Stock-based compensation                                     3,259             1,034            6,369              1,818
                                                           -------------    --------------   --------------    ---------------
            Total costs and expenses                             24,689             8,708           46,200             13,948
                                                           -------------    --------------   --------------    ---------------
Loss from operations                                            (21,006)           (8,127)         (39,853)           (13,167)

     Interest income                                                132               121              280                229
     Interest expense                                            (6,049)                -           (9,203)                 -
     Other income                                                     -                 2                -                  2
                                                           -------------    --------------   --------------    ---------------
     Total interest and other income, net                        (5,917)              123           (8,923)               231
                                                           -------------    --------------   --------------    ---------------
Net loss                                                      $ (26,923)      $    (8,004)      $  (48,776)      $    (12,936)
                                                           =============    ==============   ==============    ===============

Net loss per common share-
     Basic and diluted                                        $   (1.11)      $     (0.50)      $    (2.05)      $      (0.83)
                                                           =============    ==============   ==============    ===============

Weighted average number of common shares
      Outstanding                                                24,291            16,150           23,841             15,544
                                                           =============    ==============   ==============    ===============

</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       4
<PAGE>



                                  ONHEALTH NETWORK COMPANY AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                (In thousands)
                                                 (Unaudited)
<TABLE>
<CAPTION>
                                                                              Six Months Ended June 30,
                                                                        ------------------------------------
                                                                             2000                 1999
                                                                        ----------------     ---------------
                                                                                                (Restated)
<S>                                                                     <C>                  <C>

Cash flows from operating activities:
     Net loss                                                           $     (48,776)        $    (12,936)
     Adjustments to reconcile net loss to cash used
      in operating activities:
          Depreciation and amortization                                           403                  147
          Provision for doubtful accounts and returns                             123                   29
          Amortization of prepaid advertising and
            promotional agreements                                              2,322                  646
          Amortization of intangibles and goodwill                              1,501                    -
          Amortization of deferred compensation                                 6,369                1,818
          Non-cash interest expense                                             8,610                    -
          Other                                                                    10                   10
          Changes in assets and liabilities:
             Increase in accounts receivable                                   (2,111)                  (8)
             Increase in inventories                                               (7)                   -
             (Increase) decrease in other current assets                        1,700                  (95)
             (Increase) decrease in other non-current assets                      (17)                  78
             Increase in accounts payable                                       2,992                2,209
             Increase (decrease) in other accrued expenses                      1,919               (1,381)
                                                                        ----------------     ---------------
Net cash used in operating activities                                         (24,962)              (9,483)

Cash flows from investing activities:
      Capital expenditures                                                       (978)                (532)
                                                                        ----------------     ---------------
Net cash used in investing activities                                            (978)                (532)

Cash flows from financing activities:
       Net proceeds from issuance of common stock:
         Private placements                                                         -               14,092
         Exercise of options                                                      301                1,072
         Exercise of warrants                                                     388                1,586
         Proceeds from short-term loan                                         20,000                    -
         Payment of financing related costs                                        (1)                   -
         Payments on capital lease obligation                                      (7)                   -
                                                                        ----------------     ---------------
Net cash provided by financing activities                                      20,681               16,750
                                                                        ----------------     ---------------
Net increase (decrease)  in cash and cash equivalents                          (5,259)               6,735
Cash and cash equivalents at beginning of year                                 10,142                2,119
                                                                        ----------------     ---------------
Cash and cash equivalents at end of period                              $       4,883        $       8,854
                                                                        ================     ===============
</TABLE>



     The accompanying notes are an integral part of the financial statements

                                       5
<PAGE>


                    ONHEALTH NETWORK COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (UNAUDITED)



NOTE 1.   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

OnHealth  Network  Company,  formerly  known  as  IVI  Publishing,   Inc.,  (the
"Company"),   is  engaged  in  electronic   publishing  of  health  and  medical
information in interactive multimedia formats through its web site onhealth.com,
providing and supporting a broad range of personal health information,  referral
and nurse counseling services to customers throughout the United States.

Principles of Consolidation

The  consolidated  financial  statements  include  the  financial  statement  of
OnHealth and its wholly-owned subsidiaries,  Health Decision International,  LLC
("HDI") and BabyData.com,  Inc. ("BabyData"). All material intercompany balances
and transactions have been eliminated.

Intangible Assets

Intangible  assets consist of goodwill,  which represents costs in excess of the
fair value of the net  assets  acquired,  and  identifiable  intangibles,  which
include web  development  costs,  customer base,  database  content,  internally
developed software, and assembled work force. Intangible assets are amortized on
a straight-line basis over their estimated useful lives of three to five years.

Reclassifications

Certain 1999 amounts have been reclassified to conform to current year financial
statement presentation.

Deferred Financing Costs

Deferred  financing  costs  represent the fair value of the common stock warrant
issued  in  connection  with a  financing  arrangement.  These  costs  are being
amortized over the term of the financing arrangement.

Impact of Recently Issued or Adopted Accounting Standards

In March 2000, the FASB issued  Interpretation No. 44 (FIN No. 44),  "Accounting
for Certain Transactions Involving Stock Compensation,  an interpretation of APB
Opinion No. 25." FIN No. 44 will be effective July 1, 2000. This  interpretation
provides  guidance for applying APB Opinion No. 25 "Accounting  for Stock Issued
to Employees." Management has not determined the impact that adoption of FIN No.
44 will have on the Company's financial position or results of operations.

In March  2000,  the  Emerging  Issues Task Force  (EITF) of the FASB  reached a
consensus on Issue No. 00-2,  "Accounting for Web Site Development  Costs" which
provides guidance on when to capitalize versus expense costs incurred to develop
a web  site.  The  consensus  is  effective  for web site  development  costs in
quarters  beginning  after June 30, 2000.  Management has not yet determined the
impact  that  adoption of Issue No.  00-2 will have on the  Company's  financial
position or results of operations.

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


                                       6
<PAGE>

have been included. Operating results for the six months ended June 30, 2000 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending December 31, 2000. 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, 1999.

NOTE 3.   RESTATEMENT OF QUARTERLY RESULTS

The Company has restated its consolidated  balance sheet as of December 31, 1999
and the related consolidated statements of operations and cash flows for each of
the four  quarters  ended  December 31, 1999 due to the  recording of additional
stack-based  compensation  charges (see Note 12). As a result,  the December 31,
1999  consolidated  balance sheet includes  adjustments  to increase  additional
paid-in-capital  by $9.0 million,  to increase the  accumulated  deficit by $2.7
million and to increase deferred compensation by $6.3 million.

The impact on the Company's results of operations as originally reported for the
three and six month periods ended June 30, 1999 is as follows:


                                                             Loss Per Common
                                            Net Loss              Share
                                        -----------------    -----------------
                                                     (In thousands)
       THREE MONTHS ENDED
         JUNE 30, 1999
   As reported                             $  (6,983)          $    (0.43)
   As restated                             $  (8,004)          $    (0.50)

        SIX MONTHS ENDED
         JUNE 30, 1999
   As reported                             $  (11,143)          $    (0.72)
   As restated                             $  (12,936)          $    (0.83)




NOTE 4.   RESTRICTED CASH

On August 19,  1999,  the Company  pledged  $500,000 of cash for an  irrevocable
standby  letter  of credit  related  to the lease of new  office  space  that is
classified as restricted  cash on the balance  sheet.  The letter of credit will
expire on  August  20,  2001 and will only be drawn on in the event the  Company
fails  to  comply  with the  terms  and  conditions  as set  forth in the  lease
agreement.

NOTE 5.   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  the  net  loss  by  the  weighted-average   number  of  common  shares
outstanding  during the period.  Diluted EPS is computed by dividing net loss by
the   weighted-average   number  common  shares  and  common  stock  equivalents
outstanding.  Excluded from the  computation of the  weighted-average  number of
common  shares  outstanding  at June 30,  2000 are  332,446  shares,  which  are
forfeitable subject to the continued employment of certain key employees.

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


                                       7
<PAGE>


The components of basic and diluted loss per common share are as follows:

<TABLE>
<CAPTION>
                                                          Three Months Ended               Six Months Ended
      (In thousands, except per share data)                   June 30,                         June 30,
                                                 --------------------------------     --------------------------------
                                                     2000              1999               2000               1999
                                                 -------------     --------------     -------------     --------------
                                                                    (Restated)                            (Restated)

<S>                                               <C>               <C>                <C>               <C>

   Net loss (numerator)                           $  (26,923)       $    (8,004)       $  (48,776)       $    (12,936)
                                                 =============     ==============     =============     ==============

   Weighted average common shares
    outstanding (denominator)                         24,291             16,150            23,841              15,544
                                                 =============     ==============     =============     ==============

   Loss per share:
       Basic and diluted                          $    (1.11)       $     (0.50)       $    (2.05)       $      (0.83)
                                                 =============     ==============     =============     ==============

</TABLE>


NOTE 6.   COMPOSITION OF CERTAIN BALANCE SHEET ACCOUNTS

<TABLE>
<CAPTION>
                                                                 June 30,            December 31,
       (In thousands)                                              2000                  1999
                                                             -----------------     -----------------
       <S>                                                   <C>                   <C>

       Furniture and equipment:
            Computer hardware                                $       3,001         $       2,205
            Software                                                   497                   349
            Equipment                                                  123                   120
            Furniture & fixtures                                       380                   356
            Leasehold improvements                                     235                    71
            Construction in progress                                     -                   157
                                                             -----------------     -----------------
                                                                     4,236                 3,258
            Less accumulated depreciation                           (1,524)               (1,121)
                                                             -----------------     -----------------
       Total                                                 $       2,712         $       2,137
                                                             =================     =================

        Intangibles and Goodwill:
            Web development costs                            $          43         $          43
            Customer base                                            2,400                 2,400
            Database content                                         3,900                 3,900
            Internally developed software                            1,300                 1,300
            Assembled work force                                       130                   130
            Goodwill                                                 3,485                 3,486
                                                             -----------------     -----------------
                                                                    11,258                11,259
       Less accumulated amortization                                (2,005)                 (505)
                                                             -----------------     -----------------
       Total                                                 $       9,253         $      10,754
                                                             =================     =================

       Other accrued expenses:
            Litigation loss                                  $           -         $         195
            Legal fees                                                  90                   225
            Royalties                                                  386                   425
            Accrued wages and benefits                                 837                   410
            Accrued severance                                          450                     -
            Interest payable                                           592                   676
            Other                                                      513                   452
                                                             -----------------     -----------------
       Total                                                 $       2,868         $       2,383
                                                             =================     =================
</TABLE>

                                       8
<PAGE>


NOTE 7.   MERGER WITH HEALTHEON/WEBMD

On  February  15,  2000,  the  Company  agreed  to  merge  with  Healtheon/WEBMD
Corporation  ("Healtheon/WEBMD").  As a result of the merger,  each share of the
Company's  common stock shall be converted  into and  exchanged for the right to
receive .189435 shares of Healtheon/WEBMD common stock. The merger is subject to
certain  conditions and approval of the Company's  shareholders.  As a result of
this merger,  Healtheon/WebMD's  Registration Statement on Form S-4, relating to
the acquisition of OnHealth,  has been declared  effective by the Securities and
Exchange   Commission.   The   Registration   Statement   contains   the   proxy
statement/prospectus  for the  transaction.  OnHealth  plans to hold its  annual
meeting  of  shareholders  on  September  12,  2000  to  vote  on  the  proposed
transaction.  The Company expects this transaction to be completed shortly after
OnHealth's shareholder meeting.

In connection with the merger agreement,  Healtheon/WEBMD has agreed to lend the
Company up to $30 million for working  capital needs.  The Company  borrowed $15
million on February 24, 2000 and may make  additional  loans beginning on May 1,
2000. The Company borrowed an additional $5 million in June 2000. The loans bear
interest at prime rate plus 2% and are due on February 15, 2001.

Simultaneous  with the  execution of the  Healtheon/WEBMD  loan  agreement,  the
Company granted  Healtheon/WEBMD  a warrant to purchase  5,800,000 shares of the
Company's  common stock with an exercise price of $10.75 per share.  The warrant
is fully vested and exercisable immediately and expires on February 15, 2003. On
February 15, 2001, the Company has the right to call a portion of the warrant in
excess of 3,000,000 shares, or 2,800,000 shares.  The fair value of the warrant,
approximately  $22.6  million,  has been valued at the date of issuance  using a
Black-Scholes  option  pricing  model and will be amortized as interest  expense
over the one-year  loan period.  For the three and six month  periods ended June
30, 2000, $5.6 million and $8.4 million, respectively, of the deferred financing
costs have been  amortized and included in interest  expense.  In addition,  the
Company  granted  Healtheon/WEBMD  a warrant to purchase  500,000  shares of the
Company's common stock with an exercise price of $0.01 per share. The warrant is
exercisable  in the event the merger  agreement is terminated  and any principal
and interest arising under the loans from Healtheon/WEBMD  remain outstanding 90
days after the  termination  date.  The warrant  will vest as to 250,000  shares
after 90 days, 125,000 shares after 180 days and 125,000 after 270 days.

NOTE 8.   NOTE PAYABLE

In connection with the acquisition of HDI, the Company assumed a $2,000,000 note
payable to G.D. Searle & Company  ("Searle"),  which was secured by all tangible
and  intangible  property  of HDI.  Interest  on the note was  stated at 30% per
annum.  All principal  and interest  were due on December 18, 2000,  with a call
option by Searle on June 30, 2000. A result of the acquisition,  the Company and
Searle  entered  into a release  and Note  Cancellation  Agreement,  whereby the
Company  intended to repay the  principal  and  interest  due by issuing  Searle
registered  shares of the Company's  common stock.  On March 31, 2000, the note,
including  approximately  $882,000  in  accrued  interest,  was paid by  issuing
688,190 registered shares of the Company's common stock to Searle.

NOTE 9.   STOCK OPTIONS AND WARRANTS

On February 15, 2000,  shareholders  owning in excess of 40% of the  outstanding
common  stock of OnHealth  entered into voting  agreements  providing a proxy to
Healtheon/WEBMD  in support of the merger  agreement with  Healtheon/WEBMD  (see
Note 7). This triggered the acceleration  provisions within outstanding employee
stock option agreements.  As a result, all unvested options,  with the exception
of the  options  granted to certain  key  employees  of the  Company  who waived
acceleration  until  closing  or  termination  of the merger  agreement,  became
immediately exercisable.  The number of options that vested on February 15, 2000
as a result of this  situation  was  approximately  2.1  million.  The number of
options granted to certain key employees that were unvested on February 15, 2000
and  will  vest  upon  closing  or  termination  of  the  merger   agreement  is
approximately 3.4 million.

NOTE 10.  SEGMENT INFORMATION

We have  identified  our  reportable  segments  based on how our  operations are
managed and how results are viewed by management. The Company reports operations
in two  business  segments:  OnHealth  and HDI.  Accounting  policies of the two
segments are the same as those described in Note 1.  Description of Business and
Summary of Significant  Accounting  Policies.  There were no intersegment  sales
during the periods  presented.  The following  table  contains  certain  segment
information for the three and six month periods ended June 30, 2000 and 1999.


                                       9
<PAGE>


<TABLE>
<CAPTION>
                                                          Three Months Ended June               Six Months Ended
                                                                    30,                             June 30,
                                                       ------------------------------    --------------------------------
                                                           2000             1999             2000              1999
                                                       -------------     ------------    -------------     --------------
<S>                                                      <C>               <C>            <C>              <C>
  Net revenue:
    OnHealth                                             $    3,179        $     581      $    5,189        $        781
    HDI                                                         504                -           1,158                   -
                                                       -------------     ------------    -------------     --------------
  Consolidated net revenue                               $    3,683        $     581      $    6,347        $        781
                                                       =============     ============    =============     ==============

  Amortization of intangibles and goodwill:
    OnHealth                                             $      749        $       -      $    1,500        $          -
    HDI                                                           -                -               -                   -
                                                       -------------     ------------    -------------     --------------
  Consolidated amortization of intangibles and
      goodwill                                           $      749        $       -      $    1,500        $          -
                                                       =============     ============    =============     ==============

  Stock-based compensation:
    OnHealth                                             $    3,259        $   1,034      $    6,369        $      1,818
    HDI                                                           -                -               -                   -
                                                       -------------     ------------    -------------     --------------
  Consolidated stock-based compensation                  $    3,259        $   1,034      $    6,369        $      1,818
                                                       =============     ============    =============     ==============

  Interest expense, net:
    OnHealth                                             $  (6,049)        $       -      $   (9,202)       $          -
    HDI                                                           -                -              (1)                  -
                                                       -------------     ------------    -------------     --------------
  Consolidated interest expense, net                     $  (6,049)        $       -      $   (9,203)       $          -
                                                       =============     ============    =============     ==============

  Net loss:
    OnHealth                                             $ (26,169)        $   8,004      $  (47,389)       $    (12,936)
    HDI                                                       (754)                -          (1,387)                  -
                                                       -------------     ------------    -------------     -------------
  Consolidated net loss                                  $ (26,923)         $  8,004      $  (48,776)       $    (12,936)
                                                       =============     ============    =============     ==============
</TABLE>

                                                      As of June 30,
                                             ------------------------------
  Total assets:                                 2000              1999
                                             -------------     ------------
    OnHealth                                     $ 37,539         $ 12,297
    HDI                                               985                -
                                             -------------     ------------
  Consolidated total assets                      $ 38,524         $ 12,297
                                             =============     ============

NOTE 11.        SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                                               Six Months Ended June 30,
                                                                          -----------------------------------
                                                                              2000                 1999
                                                                          --------------      ---------------
                                                                                    (In thousands)
              <S>                                                         <C>                  <C>
              Cash paid during the periods for:
                 Income taxes                                             $           1        $          -

              Non-cash investing and financing transactions:
                 Common stock issued for debt                                      2,882                   -
                 Fair value of common stock warrant                               22,612                   -
                 Common stock issued as litigation settlement                        196                   -
                 Common stock issued for services                                      8               1,921
                 Deferred compensation related to stock options                     (547)             11,223
</TABLE>


NOTE 12.        SEC INVESTIGATION AND COMPANY'S SPECIAL INVESTIGATION

In October 1999, the Division of  Enforcement,  Pacific  Regional  Office of the
Securities  and Exchange  Commission  ("SEC"),  notified the Company that it was
initiating an investigation of the Company's policies and procedures  concerning
the granting of stock options.  The Company has provided information to the SEC.
In addition, the Company's Board of Directors hired independent legal counsel to
conduct its own special investigation. On February 16, 2000 the Company received


                                       10
<PAGE>

a report from  independent  legal  counsel  indicating  that there were  certain
instances where stock options were granted to new employees with exercise prices
that were below fair market  value as of the  measurement  date for  determining
stock based compensation  under Accounting  Principles Board ("APB") Opinion No.
25. As a result,  the Company  recorded  $1.8  million of  deferred  stock-based
compensation  in  1999  and  was   recognizing   amortization  of  the  deferred
compensation over the vesting period of the underlying  options as a stock-based
compensation  charge. The SEC has been given a copy of the report of the special
investigation  and has taken  deposition of various  members of  management  and
Company employees.

Based upon  additional  inquiries  by the SEC,  the  independent  legal  counsel
investigation  continued  with a  review  of stock  option  grants  to  existing
employees.  On April 8, 2000,  the Company  received a  preliminary  report from
independent  counsel  indicating  that there were instances  where stock options
were granted in 1999 to existing  employees and directors  with exercise  prices
that were below fair market  value as of the  measurement  date for  determining
stock based  compensation  under APB  Opinion  No. 25. The Company  subsequently
hired another  independent legal counsel to review all stock option grants (both
new hire and existing  employees)  for 1999 and 1998 to determine  whether there
were additional stock-based compensation charges to be recorded. On May 31, 2000
the Company received a final report from the new independent legal counsel. As a
result, the Company has recorded $7.9 million of additional deferred stock-based
compensation  for 1999 and  $1.1  million  of  additional  deferred  stock-based
compensation  for  1998.  These  additional  deferred  stock-based  compensation
amounts will be amortized to expense over the vesting  periods of the underlying
options as stock-based compensation charges. The Company has restated their 1998
and 1999  financial  statements in their amended Form 10-K for 1999. The SEC has
been given a copy of the report of new independent legal counsel.

The SEC  investigation  is still in  process  and has not  been  finalized.  The
Company  intends to cooperate with this  investigation.  However,  until the SEC
investigation is completed,  the Company could,  among other things, be required
to record additional  stock-based  compensation charges and could be required to
pay a fine.  The Company is unable to assess the likely  outcome of this matter.
As a result,  there can be no assurance that this  investigation will not have a
material  adverse  affect on the  Company's  financial  position  or  results of
operations.


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, 2000 and 1999 was
as follows:
<TABLE>
<CAPTION>


   (In thousands)                           Three Months Ended June 30,          Six Months Ended June 30,
                                         ---------------------------------- ------------------------------------
                                              2000              1999             2000                1999
                                         ---------------   ---------------- ----------------   -----------------
   <S>                                   <C>               <C>              <C>                <C>

   Online                                $       3,175     $         567    $       5,157      $         713
   Services and communication                      435                 -              937                  -
   Product sales and licensing                      68                 -              220                 19
   Contract development and other                    5                14               33                 49
                                         ===============   ================ ================   =================
   Net revenue                           $       3,683     $         581    $       6,347      $         781
                                         ===============   ================ ================   =================
</TABLE>

Online revenue

Online revenue is generated  through the sale of advertising  and sponsorship on
our  onhealth.com Web site. The increase in online revenue for the three and six
months  ended  June 30,  2000 of  $2,608,000,  or  460%,  and  $4,444,  or 623%,
respectively, from the same period in 1999 was the result of an increase in user
traffic  on our  onhealth.com  Web  site,  the  number of site  sponsorship  and
advertising  clients and the size of the  advertising  contracts  from the prior
year.

Services and communication revenue

Services  and  communication  revenue,  a line of revenue  for Health  Decisions
International  ("HDI"), which was acquired by us on November 29, 1999, includes,
among others, nurse counseling and personal care management  services.  Services
and  communication  revenue is expected to increase in 2000 as the operations of
HDI will be included in our consolidated financial statements for a full year.


                                       11
<PAGE>


Product sales and licensing revenue

In the first  quarter of 2000,  product  sales and  licensing  revenue  consists
primarily  of  health   information   software  licensing  and  brochure  sales,
newsletters and book sales  generated by HDI. In 1999 it consisted  primarily of
OnHealth's CD-ROM related retail distribution sales, direct mail sales,  product
sales and royalties on licenses to original equipment  manufacturers (OEM's) and
end users.  Product sales and licensing  revenue  increased in the three and six
month  periods  ended  June  30,  2000  by  $68,000  and  $201,000,  or  1,058%,
respectively,  from the same periods in 1999  primarily  due to brochure  sales,
newsletters,  software  licensing and book sales generated by HDI. Product sales
and  licensing  revenue  related to  brochures  and  newsletters  is expected to
increase over 1999 as the operations of HDI will be included in our consolidated
financial statements for a full year. CD-ROM related product sales and licensing
revenue have declined  steadily over the past few years. The decrease  generally
reflects market  conditions for CD-ROM  products,  our  cancellation of a CD-ROM
distribution  agreement,  and the  lack of new  CD-ROM  product  releases  as we
shifted our focus toward  online  efforts.  We do not  anticipate  receiving any
significant  product  sales and  licensing  revenue from CD-ROM  products in the
future.

Contract development revenue and other

Contract  development  revenue is generated through the use of our personnel and
facilities for the creation of custom multimedia products.  In the three and six
month  periods  ended June 30,  2000,  contract  development  and other  revenue
decreased  $9,000,  or 64%, and  $16,000,  or 33%,  respectively,  from the same
periods in 1999.  The  decrease  generally  reflects our shift toward the online
efforts and is expected to continue to decrease.

COSTS AND EXPENSES

Total costs and  expenses for the three month and six month  periods  ended June
30, 2000 increased  $15,981,000,  or 184%, to $24,689,000  and  $32,252,000,  or
231%, to $46,200,000,  respectively, from the same periods in 1999. The increase
was  primarily  due to  increased  sales and  marketing  efforts  related to our
onhealth.com  Web  site,  the  increase  in  stock-based  compensation  expense,
increase in personnel  and use of  contractors  to develop,  market and sell our
products and services and the addition of HDI's  results of  operations  for the
first half of 2000.

Product Development, Editorial & Design

Product  development,   editorial  and  design  expenses  consist  primarily  of
compensation  and related costs for our development,  editorial,  design systems
staff,  consulting  fees,  third-party  content  acquisition  costs and Web site
maintenance  and  enhancement  costs related to our  onhelath.com  Web site. The
increase in product development,  editorial and design expenses increased in the
three and six month  periods  ended  June 30,  2000 of  $1,491,000,  or 77%,  to
$3,422,000 and  $2,947,000,  or 94%, to $6,094,000  respectively,  from the same
periods in 1999 was primarily due to the increase in the use of consultants  and
staff  required to enhance  and  maintain  the  onhealth.com  Web site.  Product
development,  editorial & design expenses are expected to increase in 2000 as we
continue to build our infrastructure and increase product offerings.

Sales and Marketing

Sales  and  marketing   expenses   consist   primarily  of  salaries  and  sales
commissions, advertising costs, travel and public relations. Sales and marketing
expenses  increased  in the three and six month  periods  ended June 30, 2000 by
$9,197,000,  or 198%, to $13,842,000 and  $19,017,000,  or 271%, to $26,028,000,
respectively,  from the same three and six month  periods in 1999.  The increase
was primarily the result of increased  advertising expenses as well as increased
headcount.  In addition, the operating expenses of HDI are included in the first
quarter of 2000. The broad-based consumer targeted advertising  campaign,  which
includes online, television,  radio and outdoor advertising,  commenced early in
the third quarter of 1999.

General and Administrative

General and  administrative  expenses consist  primarily of salaries and related
costs for general corporate functions,  including finance,  accounting and legal
expenses,  investor relations and fees for other professional services.  General
and administrative expenses increased in the three and six months ended June 30,
2000 by  $2,319,000,  or 211%,  to  $3,417,000  and  $4,237,000,  or  $215%,  to
$6,209,000 from the same periods in 1999. The increase  primarily  resulted from
the  inclusion  of HDI's  operating  results  in the first  half of 2000,  which
results  were not  included in the 1999  numbers.  The  increase was also due to
increased  personnel  costs,  as a result  of  severance  obligations  to former
employees and increased  headcount,  legal fees, and accounting  fees. We expect
general and administrative expenses to increase in 2000 as the operations of HDI
will be included in our consolidated financial statements for a full year.


                                       12
<PAGE>

Amortization of Intangibles and Goodwill

Amortization of intangibles and goodwill  totaled $749,000 and $1,500,000 in the
three and six months  ended June 30, 2000,  respectively,  and is related to the
amortization  of goodwill and  identifiable  intangibles  recorded in connection
with the 1999  business  acquisitions  of  BabyData  and HDI.  There was no such
amortization in the first half of 1999. Amortization of intangibles and goodwill
are  expected  to  increase  in 2000,  as a full  year of  amortization  will be
included in the financial statements.

Stock-based Compensation

Stock-based  compensation  is  principally  comprised  of  compensation  expense
related  to  stock  option  grants  and  the  portion  of  acquisition   related
consideration  which is  contingent on the  continued  tenure of key  employees,
which  must  be  recorded  as  compensation  expense  under  generally  accepted
accounting  principles.  Stock-based  compensation recorded in the three and six
month  periods  ended June 30, 2000  include  stock-based  compensation  amounts
related to options  granted  with an exercise  price less than the fair value of
the underlying  common stock of $2,182,000  and  $4,404,000,  respectively,  and
$1,034,000  and  $1,818,000  for the three and six month  periods ended June 30,
1999, respectively. Stock-based compensation recorded in the three and six month
periods  ended June 30,  2000 also  includes  amortization  of the  compensation
arrangements  in connection  with the  acquisitions of BabyData.com in the third
quarter of 1999 and HDI in the fourth  quarter of 1999,  aggregating  $1,077,000
and $1,965,000,  respectively.  There were no stock-based  compensation  charges
related to  compensation  arrangements  during  the three and six month  periods
ended June 30, 1999. Stock-based compensation expense is expected to increase in
2000,  as the  remaining  amortization  related to the two  12-month  employment
contracts,  which became effective  September 9, 1999 and November 29, 1999, and
the remaining  amortization related to stock option grants will be recognized in
the 2000 statement of operations.

Interest Income

Interest  income was $132,000 and $280,000 in three and six month  periods ended
June 30, 2000.  The increase for the 2000 period was due to higher  average cash
balances  resulting  from the proceeds of a $15,000,000  loan from  Healtheon in
February  2000 and an additional  $5,000,000  received from the loan during June
2000.

Interest Expense

Interest  expense  was  $6,049,000  and  $9,203,000  in the  three and six month
periods  ended June 30,  2000,  respectively.  The three month  period  includes
non-cash interest of $5,622,000 related to the Healtheon warrant and interest of
$427,000  related to the Healtheon note payable.  The six month period  includes
non-cash  interest of  $8,402,000  related to the  Healtheon  warrant,  non-cash
interest of $208,000 related to the Searle note payable and interest of $593,000
related to the Healtheon note payable.

Income Taxes

We have not  recorded a current or deferred  provision  for income taxes for the
periods presented due to the history of losses incurred.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2000, we had cash and cash  equivalents  of  $4,883,000.  Total cash
used by  operating  activities  during the first  half of 2000 was  $24,962,000,
which was primarily due to a net loss of $48,776,000.  Investing activities used
net cash of $978,000  primarily for  purchases of computer  equipment due to the
growth in personnel as well as upgrades.  Financing  activities provided cash of
$20,681,000  primarily  through the proceeds  from the  Healtheon  note payable,
$20,000,000; proceeds from the exercise of warrants, $388,000; and proceeds from
the exercise of stock options $301,000.

In  February  2000,  we  agreed  to  merge  with   Healtheon/WEBMD   Corporation
("Healtheon/WEBMD").  In connection with the merger  agreement,  Healtheon/WEBMD
has agreed to lend us up to $30 million for working  capital needs.  The amounts
borrowed  under this line of credit are due on February 15, 2001. As of June 30,
2000, the Company has drawn $20 million against this line of credit and received
an additional $5 million  against the line in July 2000. We believe our cash and


                                       13
<PAGE>

cash equivalents,  including the lending commitment by Healtheon/WEBMD,  coupled
with our ability to reduce  discretionary  expenditures,  if necessary,  will be
sufficient to fund our operations  through the  anticipated  closing date of the
merger with  Healtheon/WEBMD.  Operations  generated a negative cash flow during
1999 and we expect a  significant  use of cash in 2000 as it markets and expands
it Web site.  Any  material  unforeseen  increase in expenses or  reductions  in
projected  revenues  will likely  require us to seek  additional  debt or equity
financing.   If  additional  cash  is  required,  we  may  need  to  reduce  our
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

We  have  experienced  no  disruptions  or  problems  regarding  the  year  2000
changeover. As part of our year 2000 plan, prior to January 1, 2000, we assessed
its internal systems consisting primarily of desktop and network computers,  and
third-party software utilized in our day-to-day  operations.  Our assessment was
completed  as of January 1, 2000 and  indicated  all systems  were  operating as
normal.  As of the date of the  filing  of this  document,  all of our  internal
hardware  and software  continue to operate as normal and  to-date,  all vendors
utilized  by us in our daily  operations  are  operating  normally  and have not
indicated any year 2000 anomalies.  Based upon the successful transition through
the  January 1, 2000  rollover  period,  we do not  anticipate  any  problems to
materialize.  Our expenditures for the year 2000 effort were not material and we
do not expect to incur any material costs in 2000 with regards to year 2000.

FORWARD-LOOKING STATEMENTS

Statements  contained  herein that are not based on historical  fact,  including
without  limitation  statements  containing the words "believes," "may," "will,"
"estimate," "continue," "anticipates," "intends," "expects" and words of similar
import,  constitute  "forward-looking  statements"  within  the  meaning  of the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results,  events or developments to be materially different
from any future  results,  events or  developments  expressed or implied by such
forward-looking statements.
Such factors include, among others, the following:

o        the ability to complete the acquisition by Healtheon/WebMD
o        the expectation that the Company will see a growth in revenues
           and positive net income as a on-line health network;
o        the ability to increase consumer awareness of the Company's Web site;
o        the ability to increase our advertising base,
o        technology changes and the continued acceptance of the Internet;
o        general economic and business conditions;
o        competition;
o        the ability to attract and retain qualified personnel;
o        liability and other claims asserted against the Company; and
o        other factors referenced in the Company's 1999 Form 10-K/A and other
           filings with the Securities and Exchange Commission.

Given these uncertainties,  readers are cautioned not to place undue reliance on
such forward-looking  statements. The Company disclaims any obligation to update
any such factors or to publicly  announce the result of any  revisions to any of
the  forward-looking  statements  contained  herein to reflect  future  results,
events or developments.

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, 1999 on Form 10-K, as amended, and other Company reports
and statements on file with the Securities and Exchange Commission.




                                       14
<PAGE>

                                     PART II
                                OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

In October 1999, the Division of  Enforcement,  Pacific  Regional  Office of the
Securities  and Exchange  Commission  ("SEC"),  notified the Company that it was
initiating an investigation of the Company's policies and procedures  concerning
the granting of stock options.  The Company has provided information to the SEC.
In addition, the Company's Board of Directors hired independent legal counsel to
conduct its own special investigation. On February 16, 2000 the Company received
a report from  independent  legal  counsel  indicating  that there were  certain
instances where stock options were granted to new employees with exercise prices
that were below fair market  value as of the  measurement  date for  determining
stock based compensation  under Accounting  Principles Board ("APB") Opinion No.
25. As a result,  the Company  recorded  $1.8  million of  deferred  stock-based
compensation  in  1999  and  was   recognizing   amortization  of  the  deferred
compensation over the vesting period of the underlying  options as a stock-based
compensation  charge. The SEC has been given a copy of the report of the special
investigation  and has taken  deposition of various  members of  management  and
Company employees.

Based upon  additional  inquiries  by the SEC,  the  independent  legal  counsel
investigation  continued  with a  review  of stock  option  grants  to  existing
employees.  On April 8, 2000,  the Company  received a  preliminary  report from
independent  counsel  indicating  that there were instances  where stock options
were granted in 1999 to existing  employees and directors  with exercise  prices
that were below fair market  value as of the  measurement  date for  determining
stock based  compensation  under APB  Opinion  No. 25. The Company  subsequently
hired another  independent legal counsel to review all stock option grants (both
new hire and existing  employees)  for 1999 and 1998 to determine  whether there
were additional stock-based compensation charges to be recorded. On May 31, 2000
the Company received a final report from the new independent legal counsel. As a
result, the Company has recorded $7.9 million of additional deferred stock-based
compensation  for 1999 and  $1.1  million  of  additional  deferred  stock-based
compensation  for  1998.  These  additional  deferred  stock-based  compensation
amounts will be amortized to expense over the vesting  periods of the underlying
options as stock-based compensation charges. The Company has restated their 1998
and 1999  financial  statements in their amended Form 10-K for 1999. The SEC has
been given a copy of the report of new independent legal counsel.

There is a possibility that options to purchase approximately 2.3 million shares
were issued  outside of the scope of the Company's  existing stock option plans.
Accordingly,  option holders who were granted ISOs will be given the opportunity
to elect to either retain their  original  grant (which will be treated as a non
qualified  options for federal income tax purposes)or to receive a new ISO grant
under the  Company's  1997 Stock Option Plan. To the extent any of these options
are  determined to have been granted  outside the scope of the 1997 Stock Option
Plan,  the  corresponding  number of shares  subject  to such  options  would be
available for future grants by the Company under such Plan.  All options will be
re-issued with the same vesting, exercise price and quantity.

The SEC  investigation  is still in  process  and has not  been  finalized.  The
Company  intends to cooperate with this  investigation.  However,  until the SEC
investigation is completed,  the Company could,  among other things, be required
to record additional  stock-based  compensation charges and could be required to
pay a fine.  The Company is unable to assess the likely  outcome of this matter.
As a result,  there can be no assurance that this  investigation will not have a
material  adverse  affect on the  Company's  financial  position  or  results of
operations.



                                       15
<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, 2000
<TABLE>
<CAPTION>


  EXHIBIT
   NUMBER                                              DESCRIPTION                                             REF.
------------   ---------------------------------------------------------------------------------------------   ----
    <S>        <C>                                                                                             <C>

     2.1       Agreement and Plan of Reorganization among OnHealth Network Company, BabyData.com Inc., BB
                   Acquisition, Inc. and the stockholders of BabyData.com Inc. dated as of September 9, 1999.  (L)
     2.2       Agreement and Plan of Reorganization among OnHealth Network Company, Demand Management,``
                   Inc., DMISub, Inc., Health Decisions, Inc., HDISub, Inc., Health Decisions International,
                   LLC and Donald M. Vickery, the sole shareholder of HDI and DMI dated as of November 19,
                   1999.                                                                                       (M)
     2.3       Agreement and Plan of Merger dated February 15, 2000 by and among Healtheon/WebMD
                 Corporation, Tech Acquisition Corporation and OnHealth Network Company.                       (N)
     3.1       Amended and Restated Articles of Incorporation of the Company.                                  (K)
     3.2       Bylaws of the Company.                                                                          (A)
     4.1       Form of Stock Certificate.                                                                      (B)
     9.1       Voting Agreement dated February 15, 2000 executed by Healtheon/WebMD Corporation, Tech
                   Acquisition Corporation and OnHealth Network Company and Jon C. Baker, Van Wagoner
                   Funds, Inc., David R. Wilmerding, Michael A. Brochu, Rebecca Farwell, Robert N.
                   Goodman, Ann Kirschner, Ram Shriram, Ronald Stevens and Rick Thompson.                      (N)
    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)
    10.8       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      Agreement between America's Health Network, Inc. and the Company, dated May 25, 1995.*          (F)
    10.11      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)
    10.12      Financial  Advisor and  Consulting  Agreement  with Frazier & Company  LP, dated
                   July 14,  1994,  as  amended by a letter agreement, dated June 28, 1995.**                  (G)
    10.13      Settlement Agreement and Mutual Release dated September 12, 1997 between the Company and
                   Mayo Foundation for Medical Education and Research.                                         (H)
    10.14      Sublicense Agreement dated September 12, 1997 between the Company and Mayo Foundation for
                   Medical Education and Research.                                                             (H)
    10.15      Letter Agreement dated November 9, 1997 between the Company and Robert Goodman.**           (I)
    10.16      Subscription  Agreement,  dated January 29, 1999, among the Company and certain
                   investors named therein.                                                                    (J)


                                       16
<PAGE>

    10.17      Employment Agreement, dated August 16, 1999, between the Company and Ronald Stevens.**          (O)
    10.18      Employment Agreement, dated February 15, 2000, between the Company and Robert Goodman.**        (O)
    10.19      Consulting and Separation Agreement dated June 14,2000 between the Company and Robert
               Goodman.*  **
    10.20      Agreement  and Release  dated June 13,  2000  between the Company and Rebecca Farwell.**
    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,  (file number 0-22212) 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 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.
     (I)       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.
     (J)       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.
     (K)       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.
     (L)       Incorporated  herein by reference to the Company's Report on Form
               8-K,  filed  with  the  Securities  and  Exchange  Commission  on
               September 15, 1999.
     (M)       Incorporated  herein by reference to the Company's Report on Form
               8-K,  filed  with  the  Securities  and  Exchange  Commission  on
               December 14, 1999.
     (N)       Incorporated  herein by reference to the Company's Report on Form
               8-K,  filed  with  the  Securities  and  Exchange  Commission  on
               February 22, 2000.
     (O)       Incorporated  herein by reference to the Company's Report on Form
               10-K, filed with the Securities and Exchange  Commission on March
               28, 2000.

*        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.

                  The following reports on Form 8-K were filed by the registrant
                  during the quarter ended June 30, 2000:

                  In a report  filed on Form  8-K,  dated  June  27,  2000,  the
                  Company  filed its press  release  that  announced  management
                  changes.



                                       17
<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 12th day
of August, 2000.



                                    ONHEALTH NETWORK COMPANY


                                    By:  /S/ RON STEVENS
                                        ------------------------------
                                        Ron Stevens
                                        President and Chief Accounting Officer



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