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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  FORM 10-K/A

  /X/    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

                                       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 0-18160

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

                          IRWIN NATURALS/4HEALTH, INC.
             (Exact name of registrant as specified in its charter)

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<S>                                            <C>
                    UTAH                                        87-0468225
          (State of incorporation)                 (I.R.S. Employer Identification No.)
</TABLE>

                           10549 WEST JEFFERSON BLVD.
                         CULVER CITY, CALIFORNIA 90232
                    (Address of principal executive offices)

                 Registrant's telephone number: (310) 253-5305

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

          Securities registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (TITLE OF CLASS)

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

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

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

    As of April 9, 1999, 27,766,249 shares of the registrant's Common Stock, par
value $0.01, were outstanding. The aggregate market value of the Common Stock
held by non-affiliates of the registrant (i.e., excluding shares held by
executive officers, directors, and control persons as defined in Rule 405) on
that date was $20,766,380 (computed based upon the closing price for the Common
Stock on the Nasdaq National Market on that date.)

                      DOCUMENTS INCORPORATED BY REFERENCE
                                      None

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                                 EXHIBIT INDEX

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<CAPTION>
                SEC
 EXHIBIT     REFERENCE
  NUMBER      NUMBER                               TITLE OF DOCUMENT                                   LOCATION
----------  -----------  ----------------------------------------------------------------------  --------------------
<C>         <C>          <S>                                                                     <C>
 Item 2.                 Plan of Acquisition, Reorganization, Liquidation, or Succession

   2.01          2       Agreement and Plan of Merger dated April 10, 1996, by and between       Incorporated by
                         4health, Inc., and Surgical Technologies, Inc. as amended June 4, 1996  Reference (4)

   2.04          2       Amended and Restated Agreement and Plan of Merger dated December 24,    Incorporated by
                         1997, signed January 7, 1998, by and between 4Health, Inc. and Irwin    Reference (7)
                         Naturals as amended April 2, 1998.

   2.05          2       Agreement to Purchase Asset of Inholtra Naturals Limited                This filing (9)

   2.06          2       Agreement & Plan of Merger with Health Vitamin Express Inc. ("HVE")     This filing (9)

 Item 3.                 Articles of Incorporation and Bylaws

   3.01          3       Articles of Incorporation of Surgical Subsidiary, Inc., a Utah          Incorporated by
                         Corporation now known as Surgical Technologies, Inc. Irwin              Reference (5)
                         Naturals/4Health, Inc.

   3.02          3       Articles of Merger and related Plan of Merger                           Incorporated by
                                                                                                 Reference (5)

   3.03          3       Bylaws                                                                  Incorporated by
                                                                                                 Reference (5)

   3.04          3       Articles of Merger and related Plan of Merger                           Incorporated by
                                                                                                 Reference (4)

   3.05          3       Form of Articles of Merger and related Plan of Merger                   Incorporated by
                                                                                                 Reference (7)

 Item 4.                 Instruments Defining the Rights of Security Holders

   4.01          4       Form of Warrant Agreement between 4Health, Inc. and Zions First         Incorporated by
                         National Bank with related form of Warrant                              Reference (4)

   4.02          4       Form of Sale Restriction Agreement respecting shareholders of both      Incorporated by
                         Surgical Technologies, Inc., and 4Health, Inc.                          Reference (4)

   4.03          4       Form of Consent, Approval, and Irrevocable Proxy respecting certain     Incorporated by
                         Surgical stockholders with related schedule                             Reference (4)

   4.04          4       Form of Consent, Approval, and Irrevocable Proxy respecting certain     Incorporated by
                         4Health stockholders with related schedule                              Reference (4)

   4.05          4       Specimen Common Stock Certificate                                       Incorporated by
                                                                                                 Reference (4)

   4.06          4       Specimen Warrant Certificate                                            Incorporated by
                                                                                                 Reference (4)

   4.07          4       Warrant certificates between 4Health and Allen & Company Incorporated   Incorporated by
                         dated April 15, 1997                                                    Reference (6)

 Item 5.                 Other Items

   5.01          5       Summary of Revolving Line of Credit Agreement between 4Health and       Incorporated by
                         Norwest Business Credit, Inc.                                           Reference (1)

   5.02          5       Summary of Revolving Line of Credit Agreement between 4Health and       This filing (9)
                         Wells Fargo Bank.
</TABLE>
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<TABLE>
<CAPTION>
                SEC
 EXHIBIT     REFERENCE
  NUMBER      NUMBER                               TITLE OF DOCUMENT                                   LOCATION
----------  -----------  ----------------------------------------------------------------------  --------------------
 Item 10.                Material Contracts
<C>         <C>          <S>                                                                     <C>

  10.01         10       1996 Long-Term Stock Incentive Plan                                     Incorporated by
                                                                                                 Reference (4)

  10.02         10       Form of Option granted to Rockwell D. Schutjer                          Incorporated by
                                                                                                 Reference (4)

  10.03         10       Form of Proprietary Information, Inventions, and Non-Competition        Incorporated by
                         Agreement between 4Health and R. Lindsey Duncan                         Reference (4)

  10.04         10       Form of Employment Agreement between the Surviving Corporation and      Incorporated by
                         Rockwell Schutjer                                                       Reference (4)

  10.05         10       Deed of Trust Note and related Deed of Trust, Assignment of Rents,      Incorporated by
                         Security Agreement, and Fixture Filing, dated February 20, 1997, in     Reference (3)
                         the principal amount of $1,350,000 due Standard Insurance Company

  10.06         10       Form of Non-Negotiable Promissory Note                                  Incorporated by
                                                                                                 Reference (7)

  10.07         10       Promissory Note to issued into Inholtra Naturals Limited                This filing (9)

  10.08         10       Consulting Agreement with Michael Driver                                This filing (9)

  10.09         10       Employment Agreement with Louis Mancini, Lindsey Duncan & Klee Irwin    This filing (9)

 Item 20.                Other Documents or Statements to Security Holders

  20.01         20       Notice of change of transfer and warrant agent.                         Incorporated by
                                                                                                 Reference (2)

 Item 23.

    23          23       Consent of Independent Public Accountant                                Incorporated by
                                                                                                 reference (8)

 Item 27.                Financial Data Schedule

  27.01         27       Financial Data Schedule                                                 Incorporated by
                                                                                                 reference (8)
</TABLE>

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

(1) Incorporated by reference from 4Health's report on Form 10-Q for the quarter
    ended September 30, 1997.

(2) Incorporated by reference from 4Health's report on Form 10-Q for the quarter
    ended March 31, 1997.

(3) Incorporated by reference from 4Health's report on Form 10-K for the year
    ended December 31, 1996.

(4) Incorporate by reference from Surgical's registration statement on Form S-4
    filed with the Commission, SEC file number 33-03243.

(5) Incorporated by reference from Surgical's report on Form 10-K for the year
    ended March 31, 1994.

(6) Incorporated by reference from Schedule 13D filed with the Commission by
    Allen & Company Incorporated on April 18, 1997.

(7) Proxy Statement of 4Health, Inc. dated June, 1998.

(8) Incorporated by reference from Irwin Naturals/4/Health Annual Report on Form
    10-K for the year ended December 31, 1998.

(9) Filed herewith.
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                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) 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.

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<S>                             <C>  <C>
Dated: August 19, 1999          IRWIN NATURALS/4HEALTH, INC.

                                By:            /s/ R. LINDSEY DUNCAN
                                     -----------------------------------------
                                                 R. Lindsey Duncan
                                               CHAIRMAN OF THE BOARD
</TABLE>

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
          SIGNATURE                       TITLE                    DATE
------------------------------  --------------------------  -------------------

<S>                             <C>                         <C>
/s/ R. LINDSEY DUNCAN
------------------------------  Chairman of the Board         August 19, 1999
R. Lindsey Duncan

/s/ LOU MANCINI
------------------------------  Chief Executive Officer       August 19, 1999
Lou Mancini                       and Director

------------------------------  Director                      August 19, 1999
Jonathan Diamond

/s/ KLEE IRWIN
------------------------------  Director                      August 19, 1999
Klee Irwin

/s/ COREY FISCHER
------------------------------  Chief Financial Officer       August 19, 1999
Corey Fischer
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