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


                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 MARCH 31, 1999

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(D) OF THE  SECURITIES
     EXCHANGE ACT OF 1934
             FOR THE TRANSITION PERIOD FROM _________TO__________.

                         COMMISSION FILE NUMBER 0-22212


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

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

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

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

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



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

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


     Indicate by a check mark whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]


Number of shares  outstanding  of the  registrant's  common  stock as of
May 11, 1999: 16,111,686

================================================================================
<PAGE>


                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----
                          PART I. FINANCIAL INFORMATION

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

               Balance Sheets at March 31, 1999 (Unaudited) and
                 December 31, 1998...........................................3

               Statements Of Operations (Unaudited) for the
                 three month period ended March 31, 1999 and 1998............4

               Statements Of Cash Flows (Unaudited) for the
                 three month period ended March 31, 1999 and 1998............5

               Notes To Financial Statements (Unaudited).....................6

   ITEM 2.   Management's Discussion And Analysis Of Financial Condition
               And Results Of Operations.....................................8


                           PART II. other information

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

   ITEM 6.   Exhibits And Reports On Form 8-K...............................11

   Signature   .............................................................14




<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                           ONHEALTH NETWORK COMPANY
                                                BALANCE SHEETS
                                                (In thousands)
<TABLE>
<CAPTION>
                                                                               March 31,         December 31,
                                                                                 1999                1998
                                                                            ----------------    ---------------
                                                                              (Unaudited)
<S>                                                                        <C>                  <C>
ASSETS

Current assets:
      Cash and cash equivalents                                             $        13,751     $       2,119
      Accounts receivable, net of allowances of $275 (1999)
           and $256 (1998)                                                              231               509                     
      Other current assets                                                            2,284               409
                                                                            ----------------    ---------------
Total current assets                                                                 16,266             3,037

Furniture and equipment:                                                                         
      Computers and software                                                          1,282             1,218
      Office equipment                                                                  291               291
                                                                            ----------------    ---------------
                                                                                      1,573             1,509
      Accumulated depreciation                                                         (843)             (774)
                                                                            ----------------    ---------------
Furniture and equipment, net                                                            730               735
Other non-current assets                                                                 41               122
                                                                            ================    ===============
Total assets                                                                $        17,037     $       3,894
                                                                            ================    ===============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                                       $         1,984     $       1,526
     Other accrued expenses                                                           1,740             2,669
                                                                            ----------------    ---------------
Total current liabilities                                                             3,724             4,195

Other non-current liabilities                                                            31                -

Shareholders' equity:
      Preferred stock, $0.01 par value; authorized, 1,000; issued and
          outstanding, none                                                              -                 -
      Common stock, $0.01 par value; authorized, 29,000; issued
          and outstanding, 16,050 (1999) and 12,800 (1998)                              160               132
      Additional paid-in-capital                                                    106,797            89,082
      Accumulated deficit                                                           (93,675)          (89,515)
                                                                            ----------------    ---------------
Total shareholders' equity (deficit)                                                 13,282              (301)
                                                                            ----------------    ---------------
Total liabilities and shareholders' equity                                  $        17,037     $       3,894
                                                                            ================    ===============
</TABLE>





        The accompanying notes are an integral part of the financial statements

                                       3
<PAGE>



                            ONHEALTH NETWORK COMPANY
                            STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                            Three Months Ended March 31,
                                                                       ---------------------------------------
                                                                              1999                 1998
                                                                       -------------------    ----------------


<S>                                                                    <C>                    <C> 
Net revenue                                                            $             200      $           330
Cost of revenue                                                                       30                  407
                                                                       -------------------    ----------------
Gross margin                                                                         170                  (77)

Operating expenses:
     Product development, editorial and design                                     1,185                  728
     Sales and marketing                                                           2,366                  436
     General and administrative                                                      886                  743
                                                                       -------------------    ----------------
            Total operating expenses                                               4,437                1,907
                                                                       -------------------    ----------------
Loss from operations                                                              (4,267)              (1,984)

     Interest income                                                                 107                   12
     Other expense                                                                     -                 (281)
                                                                       -------------------    ----------------
     Total interest income and other expense                                         107                 (269)
                                                                       -------------------    ----------------
Net loss applicable to common shareholders                             $          (4,160)     $        (2,253)

Net loss per common share-
     Basic and diluted                                                 $           (0.28)     $         (0.22)
                                                                       ===================    ================

Weighted average number of common shares
      Outstanding                                                                 14,930               10,150
                                                                       ===================    ================

</TABLE>


        The accompanying notes are an integral part of the financial statements

                                       4
<PAGE>



                            ONHEALTH NETWORK COMPANY
                            STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                             Three months ended March 31,
                                                                        ------------------------------------
                                                                             1999                 1998
                                                                        ----------------     ---------------
<S>                                                                     <C>                  <C>
Cash flows from operating activities:
     Net loss                                                           $      (4,160)       $      (2,253)
     Adjustments to reconcile net loss to cash used in
      operating activities:
          Depreciation and amortization                                            69                  195
          Provision for (recoveries of) doubtful
             accounts and returns                                                  19                  (20)
          Compensation from stock grants                                           12                    -
          Common stock issued for services                                        164                    -
          Other                                                                     5
          Changes in assets and liabilities:
             Decrease in accounts receivable                                      259                  292
             Decrease in inventories                                                -                  104
             (Increase) decrease in other current assets                          (73)                  69
             Decrease in other non-current assets                                  81                    -
             Increase (decrease) in accounts payable                              458                 (194)
             Decrease in other accrued expenses                                  (900)                (176)
                                                                        ----------------     ---------------
Net cash used in operating activities                                          (4,066)              (1,983)

Cash flows from investing activities:
      Capital expenditures                                                        (64)                 (18)
                                                                        ----------------     ---------------
Net cash used in investing activities                                             (64)                 (18)

Cash flows from financing activities:        
      Proceeds from issuance of common stock:
         Private placement                                                     14,278                    -
         Exercise of options                                                      860                   84
         Exercise of warrants                                                     624                    -
                                                                        ----------------     ---------------
Net cash provided by financing activities                                      15,762                   84
                                                                        ----------------     ---------------
Net increase (decrease) in cash and cash equivalents                           11,632               (1,917)
Cash and cash equivalents at beginning of year                                  2,119                2,488
                                                                        ================     ===============
Cash and cash equivalents at end of year                                $      13,751        $         571
                                                                        ================     ===============
</TABLE>



        The accompanying notes are an integral part of the financial statements

                                       5
<PAGE>


                            ONHEALTH NETWORK COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999
                                  (UNAUDITED)

NOTE 1.         DESCRIPTION OF BUSINESS

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

NOTE 2.         BASIS OF PRESENTATION

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

NOTE 3.         RECLASSIFICATIONS

Certain  reclassifications  have been made for  consistent  financial  statement
presentation.

NOTE 4.         LOSS PER COMMON SHARE

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

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

The components of basic and diluted loss per common share are as follows:
<TABLE>
<CAPTION>
                                                             Three months ended March 31,
                                                       --------------------------------------
                                                              1999                   1998
                                                       ----------------        --------------
                                                        (In thousands, except per share data)
<S>                                                    <C>                     <C>
Net loss applicable to common  shareholders
  (numerator)                                           $     (4,160)           $     (2,253)
                                                       ================        ==============

 Weighted average common shares outstanding
  (denominator)                                               14,930                  10,150
                                                       ================        ==============

 Loss per share:
   Basic and diluted                                    $      (0.28)          $       (0.22)
                                                       ================        ==============
</TABLE>

                                       6
<PAGE>


NOTE 5.         COMPOSITION OF CERTAIN BALANCE SHEET ACCOUNTS

                                               March 31,          December 31,
                                                 1999                 1998
                                            ---------------     ----------------
                                                      (In thousands)
       Other current assets:
           Prepaid advertising              $     1,960         $       197
           Other                                    324                 212
                                            ===============     ================
       Total                                $     2,284         $       409
                                            ===============     ================

       Furniture and equipment:
            Computer hardware                     1,095               1,032
            Software                                187                 186
            Furniture & fixtures                    220                 220
            Equipment                                 -                   -
            Leasehold improvements                   71                  71
                                            ---------------     ----------------
                                                  1,573               1,509
            Less accumulated depreciation          (843)               (774)
                                            ===============     ================
       Total                                $       730         $       735
                                            ===============     ================

       Other accrued expenses:
            Litigation loss                 $       677         $       677
            Advertising                               -                 609
            Severance                                45                  90
            Royalties                               200                 338
            Payroll taxes                            55                 358
            Deferred revenue                        255                  95
            Other                                   508                 502
                                            ---------------     ----------------
       Total                                $     1,740         $     2,669
                                            ===============     ================


NOTE 6.         EQUITY TRANSACTION

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

NOTE 7.         SUPPLEMENTAL CASH FLOW INFORMATION

                                                    Three months ended March 31,
                                                    ---------------------------
           (In thousands)                               1999            1998
                                                    -----------     -----------
Cash paid during the periods for:
    Income taxes                                    $       -       $        7

Non-cash investing and financing transactions:
    Common stock issued for services                    1,969                -


NOTE 8.         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 made various  allegations,  including
misappropriation of corporate opportunities and trade secrets by the Company and
its  employees  and sought  award of  monetary  damages,  exemplary  damages and
royalties  substantially  in excess of $10.0  million.  In November 1997, a jury
found that there was no joint venture  between T. Randal and the company  and/or
any of its  employees  but awarded T. Randal  $480,000 plus interest for damages
sustained to its business.  Plaintiffs  moved for a new trial,  amended findings
and for judgment notwithstanding the verdict. The jury verdict was upheld by the
trial court.  The  plaintiffs  appealed this decision to the Minnesota  Court of
Appeals.  In March 1999, the Minnesota Court of Appeals affirmed the decision of
the trial  court.  The Company  believes  the  plaintiffs  will  petition  for a
rehearing which Company counsel believes will not be successful.  The plaintiffs
also have an action  pending  against  certain  affiliates of the Company on the
same grounds on which the action against the Company was based.  The Company has
indemnified  these  affiliates  against any damages arising out of these claims.
Counsel has advised the Company that the jury verdict in the action  against the
Company  should be  controlling  in this action  against the  affiliates.  As of
December 31, 1998, the Company has accrued $480,000 plus estimated court costs.


                                        7
<PAGE>


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

RESULTS OF OPERATIONS

REVENUE

Revenue for the three months ended March 31, 1999 and 1998 was as follows:

                                                  Three months ended March 31,
                                                        (In thousands)
                                                -------------------------------
                                                    1999             1998
                                                --------------   --------------
Online revenue                                  $        146     $         89
Contract development revenue and other                    35              197
Product sales and licensing revenue                       19               44
                                                ==============   ==============
Net revenues                                    $        200     $        330
                                                ==============   ==============


Net  revenue  in the three  month  period  ended  March 31,  1999  decreased  by
$130,000,  or 39%, to  $200,000  from  $330,000 in the same period in 1998.  The
decrease was primarily due to the reduction in contract  development revenue and
other of $162,000, or 82% and product sales and licensing revenue of $25,000, or
57%, which were partially  offset by an increase in online  revenues of $57,000,
or 64%. The decrease in both contract  development revenue and other and product
sales and licensing revenue generally reflects the Company's shift toward online
efforts.  The Company does not anticipate receiving any significant revenue from
contract development and other or product sales and licensing in the future. The
increase in online revenue  reflects  increased site sponsorship and advertising
revenue from the  Company's  onhealth.com  web site,  which was  redesigned  and
re-launched in July 1998.

GROSS MARGIN

Gross  margin as a percentage  of net  revenues was 85% in the first  quarter of
1999  compared  to a  negative  gross  margin of 23% for the same  period in the
previous year. The  improvement in gross margin in 1999 was primarily due to the
high margins of online  revenue in relation to the gross margin  achieved in the
first quarter of 1998 for CD-ROM revenue.  In the first quarter of 1999, cost of
revenue consists  primarily of third-party  royalties  relating to content sales
and advertising and sponsorship revenue.

OPERATING EXPENSES

Total operating expenses in the first quarter of 1999 increased $2,530, or 133%,
to $4,437 from $1,907 in the first  quarter of 1998.  The increase was primarily
due  to  increased  sales  and  marketing   efforts  related  to  the  Company's
onhealth.com web site and increased  product  development,  editorial and design
expenses.

Product development,  editorial and design. The increase in product development,
editorial and design expenses  during the first quarter of 1999 of $457,000,  or
63%,  over the first  quarter of 1998 reflects an increase in headcount to 23 at
March 31, 1999,  up from 14 at March 31, 1998, as well as an increase in the use
of outside  contractors.  Product  development,  editorial  and design  expenses
consist  primarily  of  compensation,   consulting  fees,   third-party  content
acquisition  costs and web site maintenance and enhancement costs related to the
Company's onhealth.com web site.

Sales and marketing.  The increase in sales and marketing expenses of $1,930, or
443%,  from the first  quarter of 1998 was  primarily  the  result of  increased
advertising expenses related to the Company's onhealth.com web site.

General and administrative.  The increase in general and administrative expenses
during the first quarter of 1999 of $143,000,  or 19%, from the first quarter of
1998 was due primarily to an increase in investment banking fees.

INTEREST INCOME

The  increase in interest  income, to $107,000 in the first quarter of 1999 from
$12,000  in  the  same  period  of the  previous  year,  is due  to the  greater
availability of funds in the first quarter of 1999.

OTHER EXPENSE

Other  expense  for the three  months  ended March 31,  1998  includes  $281,000
related to cable television licensing royalties.

                                       8
<PAGE>

INCOME TAXES

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

LIQUIDITY AND CAPITAL RESOURCES

At March 31,  1999,  the Company had  positive  working  capital of  $12,542,000
compared  with negative  working  capital of $1,158,000 at December 31, 1998. At
March 31, 1999, the Company had cash and cash equivalents of $13,751,000. During
the  first  quarter  of  1999,  total  cash  used by  operating  activities  was
$4,066,000,  an increase in the use of cash of $2,083,000 over the first quarter
of 1998.  The  increase in the use of cash was due  primarily  to the  increased
sales and marketing efforts for the Company's  onhealth.com web site.  Investing
activities  used  net cash of  $64,000  for  purchases  of  computer  equipment,
compared  with  $18,000  in the  first  quarter  of 1998.  Financing  activities
provided cash of $15,762,000 from the January private placement of common stock,
$14,278,000;  the  exercise  of stock  options,  $860,000;  and the  exercise of
warrants, $624,000.

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

YEAR 2000

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

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

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


FORWARD-LOOKING STATEMENTS

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

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


                                       9
<PAGE>


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

                                       10
<PAGE>
 

                                     PART II
                                OTHER INFORMATION


ITEM 2.           RECENT SALES OF UNREGISTERED SECURITIES

                  On January 29,  1999,  the Company  sold  2,596,000  shares of
common stock raising approximately $14,278,000.  As an issuance to sophisticated
investors not involving  any public  offering,  the sale of the shares of common
stock was exempt  under  Section  4(2) of the  Securities  Act and  Regulation D
thereunder.  The Company is using the proceeds from such offering to further its
marketing efforts,  increase  distribution,  forge strategic  relationships,  to
develop  an  e-commerce  element  of the  Company's  web  site  and for  general
corporate purposes.


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
                                 MARCH 31, 1999
<TABLE>
<CAPTION>

Exhibit
Number                         Description                                                              Page
------  ------------------------------------------------------------------------------------------     ----- 
<S>     <C>                                                                                             <C>    

3.1     Amended and Restated Articles of Incorporation of the Company.                                  (A)
3.2     Bylaws of the Company.                                                                          (A)
4.1     Form of Stock Certificate.                                                                      (B)
4.2     Statement of Registration Rights - Preferred Stock.                                             (B)
4.3     Warrant Agreement, dated as of July 17, 1992, between the Company and Medical Innovation
            Fund.                                                                                       (B)
4.4     Warrant Agreement, dated as of November 30, 1992, between the Company and Ronald
            Eibensteiner.                                                                               (B)
4.5     Warrant Agreement, dated as of December 20, 1992, between the Company and Wayne Mills.          (B)
4.7     Registration Rights Agreement, dated January 29, 1999, among the Company and certain
            investors named therein.                                                                    (K)
10.1    License Agreement, dated April 24, 1991, among the Company, William Morrow Company and Mayo
            Foundation for Medical Education and Research, as amended.                                  (B)
10.2    Electronic Publishing License, Development and Marketing Agreement, dated April 28, 1993,
            between the Company and Mayo Foundation for Medical Education and Research.                 (B)
10.3    401(k) Savings and Investment Plan.                                                             (B)
10.4    1997 Stock Option Plan, as amended.                                                             (C)
10.5    IVI Publishing, Inc. Director Stock Option Plan, as amended.                                    (D)
10.6    License Agreement, dated February 9, 1994, between the Company and Time Life, Inc. and
            First Amendment to Titles Development Agreement, dated as of February 9, 1994 between
            the Company and Time Life, Inc.                                                             (D)
10.7    Lease Agreement, dated March 30, 1994, between the Company and Ryan/Wilson Limited
            Partnership.                                                                                (D)
10.8    License, Development and Marketing Agreement, dated September 28, 1994, between the Company
            and Time Life, Inc.*                                                                        (E)
10.9    1994 License, Development and Marketing Agreement, dated September 27, 1994, between the
            Company and Mayo Foundation for Medical Education and Research.*                            (E)

                                       11
<PAGE>


10.10   License Agreement, dated November 10, 1994, between  the Company and Massachusetts Medical
            Society.*                                                                                   (E)
10.11   Sublicense Agreement, dated December 31, 1994, between the Company and Georg von
            Holtzbrinck GmbH & Co.*                                                                     (E)
10.12   Agreement between America's Health Network, Inc. and the Company, dated May 25, 1995.           (F)
10.13   Amendment No. 2 to License Agreement among William Morrow Company, Mayo Foundation for
            Medical Education and Research and the Company, dated December 29, 1995.                    (F)
10.14   Financial Advisor and Consulting Agreement with Frazier & Company LP, dated July 14, 1994,
            as amended by a letter agreement, dated June 28, 1995.**                                    (G)
10.15   First Amendment dated June, 27, 1994 and Second Amendment dated October 10, 1995 to Lease
            Agreement between the Company and Ryan/Wilson Limited Partnership.                          (G)
10.16   Agreement dated April 1995 among Ryan/Wilson Limited Partnership, Wilson Learning
        Corporation the Company regarding a certain lease.                                              (G)
10.17   Distribution on Consignment Agreement, dated February 29, 1996 between the Company and
            Davidson & Associates, Inc.*                                                                (F)
10.22   Sublease Agreement, dated September 17, 1996, between the Company and Reality Interactive,
            Inc. for the fourth floor portion of the Main Lease between the Company and Ryan/Wilson
            Limited Partnership, Wilson Learning Corporation.                                           (H)
10.24   Settlement Agreement and Mutual Release dated September 12, 1997 between the Company and
            Mayo Foundation for Medical Education and Research.                                         (I)
10.25   Sublicense Agreement dated September 12, 1997 between the Company and Mayo Foundation for
            Medical Education and Research.                                                             (I)
10.26   Separation Agreement and Release of Claims dated January 26, 1998 between the Company and
            Joy A. Solomon**                                                                            (J)
10.27   Letter  Agreement  dated  November 9, 1997 between the Company and Robert Goodman.**            (J)
10.28   Subscription  Agreement,  dated January 29, 1999, among the Company and certain investors
            named therein                                                                               (K)
27      Financial Data Schedule (electronic version only)
-------------
<FN>

     (A)       Incorporated  herein by reference to the  Company's  Registration
               Statement on Form S-3, No. 333-69989, (file number 0-22212) filed
               with the Securities and Exchange Commission.
     (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,  (file No.  0000-22212)  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,  (file number 0-22212) 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 (file number  0-22212),  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 (file number 0-22212)
               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 (file number  0-22212)
               filed with the Securities and Exchange Commission .
     (H)       Incorporated  herein by reference to the Company's  Form 10-K for
               the year ended  December 31, 1996,  (file number  0-22212)  filed
               with the Securities and Exchange Commission on March 28, 1997.
     (I)       Incorporated herein by reference to Exhibit 10.1 to the Company's
               Form 10-Q for the quarter  ended  September 30, 1997 (file number
               0-22212)  filed with the  Securities  and Exchange  Commission on
               November 12, 1997.
     (J)       Incorporated  herein by reference to the Company's  Form 10-K for
               the year ended  December 31, 1997,  (file number  0-22212)  filed
               with the Securities and Exchange Commission on April 15, 1998.

                                       12
<PAGE>

     (K)       Incorporated by reference to the Company's Form 10-K for the year
               ended  December 31, 1998,  (file number  0-22212) filed March 31,
               1999.
*        Portions of the Exhibit  have been  omitted  pursuant to the  Company's
         request for confidential  treatment  pursuant to Rule 24b-2 promulgated
         under the Securities Act of 1933, as amended.

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

         (b) REPORTS ON FORM 8-K.

                No reports  on Form  8-K  were  filed  by the  registrant during
                the quarter ended March 31,1999.


                                       13
<PAGE>

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned,  thereunto duly authorized, in Seattle, Washington, on the 14th day
of May, 1999.



                                           ONHEALTH NETWORK COMPANY

                                           By:  /S/ MICHAEL D. CONWAY         
                                               ------------------------------
                                                Michael D. Conway
                                                Chief Financial Officer




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