================================================================================
 As filed with the Securities and Exchange Commission on June 27, 2000
                                                       File Number 333-________
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
             -------------------------------------------------------
                             REGISTRATION STATEMENT
                                   ON FORM S-8
                                      Under
                           THE SECURITIES ACT OF 1933

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

         WASHINGTON                   7372                     41-1686038
(State of incorporation     Primary Standard Industrial      (IRS Employer
 or organization)           Classification Code Number     Identification No.)



                          808 HOWELL STREET, SUITE 400
                            SEATTLE, WASHINGTON 98101
--------------------------------------------------------------------------------
              (Address of registrant's Principal Executive Offices)

              ONHEALTH NETWORK COMPANY 1999-2000 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                 RONALD STEVENS
                                    PRESIDENT
                          808 HOWELL STREET, SUITE 400
                            SEATTLE, WASHINGTON 98101
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (206) 583-0100
--------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        Copies of all communications to:

                                 C. Kent Carlson
                            Christopher H. Cunningham
                            Preston Gates & Ellis LLP
                           5000 Bank of America Tower
                                701 Fifth Avenue
                                Seattle, WA 98104
                                 (206) 623-7580

<TABLE>
<CAPTION>
Title of each class of                            Proposed maximum       Proposed maximum
   securities to be          Amount to be        offering price per     aggregate offering          Amount of
      registered              registered*              share**                price*            registration fee*

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

   Common shares par
      value $.01               3,000,000                  $2.125              $6,375,000                 $1,683
</TABLE>

         *Includes  an  indeterminate  number of  additional  shares that may be
issued in the future as a result of stock splits or stock dividends with respect
to the registered securities.
         **Estimated  pursuant to Rule 457(c) solely for purposes of calculating
amount of  registration  fee,  based upon the average of the high and low prices
reported on June 23, 2000, as reported on the Nasdaq Stock Market.

           The Exhibit Index appears after the Signature Page of this
                            Registration Statement.

<PAGE>



PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         The documents  containing the  information  specified in Part I of this
Registration  Statement will be sent or given to eligible employees as specified
by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the  "Securities
Act").  Such  documents  are  not  required  to be and are not  filed  with  the
Securities and Exchange  Commission  (the  "Commission")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Upon written or oral  request,  any of the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(b) or
additional information about the OnHealth Network Company 1999-2000 Stock Option
Plan are available without charge by contacting:

                                 RONALD STEVENS
                                    PRESIDENT
                          808 HOWELL STREET, SUITE 400
                            SEATTLE, WASHINGTON 98101

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Company hereby  incorporates  by reference  into this  Registration
Statement the documents  listed below. In addition,  all documents  subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934  (the  "Exchange  Act"),  prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents:

         (a) The Company's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act, or either the latest  prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933,  that contains  audited  financial
statements for the Company's  latest fiscal year for which such  statements have
been filed, or the Company's effective  Registration  Statement on Form 10 filed
under the Exchange Act containing audited financial statements for the Company's
latest fiscal year.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Company's  document
referred to in (a) above.

                                       2
<PAGE>

         (c) The  description of the Company's common stock,  which is contained
in a  Registration  Statement of the Company filed on Form S-3, dated August 31,
1999, registration number 333-81321.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the Shares  offered  hereby will be passed upon for the
Company by Preston Gates & Ellis LLP, 5000  Columbia  Center,  701 Fifth Avenue,
Seattle,  Washington  98104. C. Kent Carlson,  a partner in the firm,  serves as
Secretary of the Company.

Item 6.  Indemnification of Directors and Officers.

         Article XII of the Articles of Incorporation of the Company  authorizes
the  Company  to  indemnify  any  present or former  director  or officer to the
fullest extent not prohibited by the Washington Business Corporation Act, public
policy or other  applicable  law.  Chapter  23B.8.510 and .570 of the Washington
Business  Corporation  Act  authorizes a corporation to indemnify its directors,
officers,  employees,  or agents  in terms  sufficiently  broad to  permit  such
indemnification   under  certain   circumstances   for  liabilities   (including
provisions  permitting  advances for expenses  incurred)  arising under the 1933
Act.

         In addition,  the Company maintains  directors' and officers' liability
insurance  under which its directors  and officers are insured  against loss (as
defined in the  policy)  as a result of claims  brought  against  them for their
wrongful acts in such capacities.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

                                       3
<PAGE>



Item 8.  Exhibits.

         The Exhibits to this registration  statement are listed in the Index to
Exhibits on page 6.

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  To include any material  information  with respect to the plan
of distribution not previously  disclosed in the  Registration  Statement or any
material change to such information in the Registration Statement;

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer,  or controlling person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       4
<PAGE>



                                   SIGNATURES
         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Seattle, State of Washington, on this 26 day of June,
2000.

                                 ONHEALTH NETWORK COMPANY

                                 \S\ RONALD STEVENS
                                 --------------------------
                                 Ronald Stevens
                                 President and Chief Financial Officer


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears   below   constitutes   and  appoints   Ronald   Stevens,   his  or  her
attorney-in-fact,  for  him or her  in any  and  all  capacities,  to  sign  any
amendments to this Registration  Statement,  and to file the same, with exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact,  or his  substitute,  may do or  cause  to be done  by  virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration statement has been signed by the following persons on June 26, 2000
in the capacities indicated.

               SIGNATURES                            TITLE

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

     \S\ RONALD STEVENS              President, Chief Financial Officer
------------------------------       (Principal Executive, Financial and
     Ronald Stevens                  Accounting Officer)

     \S\ MICHEAL A. BROCHU           Chairman of the Board of Directors
------------------------------
     Michael A. Brochu

     \s\ ANN KIRSCHNER               Director
------------------------------
     Ann Kirschner

     \s\ RAM SHRIRAM                 Director
------------------------------
     Ram Shriram

     \s\ RICK THOMPSON               Director
------------------------------
     Rick Thompson

                                       5
<PAGE>


                                        INDEX TO EXHIBITS

    EXHIBIT NUMBER                         DESCRIPTION
   ---------------         ---------------------------------------------------
         5                 Opinion of Counsel regarding legality

         23.1              Consent of Ernst & Young LLP, Independent Auditors

         23.2              Consent of Counsel (included in Exhibit 5)

         24                Power of Attorney (Contained within Signature Page)



                                       6
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 - 1999-2000 STOCK OPTION PLAN", "secsgml_size_bytes": 14365}]
{"company-data": {"conformed-name": "ONHEALTH NETWORK CO", "cik": "0000910391", "assigned-sic": "7372", "irs-number": "411686038", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40180", "film-number": "661417"}, "business-address": {"street1": "808 HOWELL STREET", "street2": "STE 400", "city": "SEATTLE", "state": "WA", "zip": "98101", "phone": "2065830100"}, "mail-address": {"street1": "808 HOWELL ST", "street2": "STE 400", "city": "SEATTLE", "state": "WA", "zip": "98101"}, "former-company": {"former-conformed-name": "IVI PUBLISHING INC", "date-changed": "19930809"}}
================================================================================
 As filed with the Securities and Exchange Commission on June 27, 2000
                                                       File Number 333-________
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
             -------------------------------------------------------
                             REGISTRATION STATEMENT
                                   ON FORM S-8
                                      Under
                           THE SECURITIES ACT OF 1933

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

         WASHINGTON                   7372                     41-1686038
(State of incorporation     Primary Standard Industrial      (IRS Employer
 or organization)           Classification Code Number     Identification No.)

                          808 HOWELL STREET, SUITE 400
                            SEATTLE, WASHINGTON 98101
--------------------------------------------------------------------------------
              (Address of registrant's Principal Executive Offices)

              ONHEALTH NETWORK COMPANY 1999-2000 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                 RONALD STEVENS
                                    PRESIDENT
                          808 HOWELL STREET, SUITE 400
                            SEATTLE, WASHINGTON 98101
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (206) 583-0100
--------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        Copies of all communications to:

                                 C. Kent Carlson
                            Christopher H. Cunningham
                            Preston Gates & Ellis LLP
                           5000 Bank of America Tower
                                701 Fifth Avenue
                                Seattle, WA 98104
                                 (206) 623-7580
Title of each class of                            Proposed maximum       Proposed maximum
   securities to be          Amount to be        offering price per     aggregate offering          Amount of
      registered              registered*              share**                price*            registration fee*

------------------------     -------------       ------------------     ------------------      -----------------
Common shares par
      value $.01               3,000,000                  $2.125              $6,375,000                 $1,683
*Includes  an  indeterminate  number of  additional  shares that may be
issued in the future as a result of stock splits or stock dividends with respect
to the registered securities.
         **Estimated  pursuant to Rule 457(c) solely for purposes of calculating
amount of  registration  fee,  based upon the average of the high and low prices
reported on June 23, 2000, as reported on the Nasdaq Stock Market.

           The Exhibit Index appears after the Signature Page of this
                            Registration Statement.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         The documents  containing the  information  specified in Part I of this
Registration  Statement will be sent or given to eligible employees as specified
by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the  "Securities
Act").  Such  documents  are  not  required  to be and are not  filed  with  the
Securities and Exchange  Commission  (the  "Commission")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Upon written or oral  request,  any of the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(b) or
additional information about the OnHealth Network Company 1999-2000 Stock Option
Plan are available without charge by contacting:

                                 RONALD STEVENS
                                    PRESIDENT
                          808 HOWELL STREET, SUITE 400
                            SEATTLE, WASHINGTON 98101

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Company hereby  incorporates  by reference  into this  Registration
Statement the documents  listed below. In addition,  all documents  subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934  (the  "Exchange  Act"),  prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents:

         (a) The Company's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act, or either the latest  prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933,  that contains  audited  financial
statements for the Company's  latest fiscal year for which such  statements have
been filed, or the Company's effective  Registration  Statement on Form 10 filed
under the Exchange Act containing audited financial statements for the Company's
latest fiscal year.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Company's  document
referred to in (a) above.

                                       2
(c) The  description of the Company's common stock,  which is contained
in a  Registration  Statement of the Company filed on Form S-3, dated August 31,
1999, registration number 333-81321.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the Shares  offered  hereby will be passed upon for the
Company by Preston Gates & Ellis LLP, 5000  Columbia  Center,  701 Fifth Avenue,
Seattle,  Washington  98104. C. Kent Carlson,  a partner in the firm,  serves as
Secretary of the Company.

Item 6.  Indemnification of Directors and Officers.

         Article XII of the Articles of Incorporation of the Company  authorizes
the  Company  to  indemnify  any  present or former  director  or officer to the
fullest extent not prohibited by the Washington Business Corporation Act, public
policy or other  applicable  law.  Chapter  23B.8.510 and .570 of the Washington
Business  Corporation  Act  authorizes a corporation to indemnify its directors,
officers,  employees,  or agents  in terms  sufficiently  broad to  permit  such
indemnification   under  certain   circumstances   for  liabilities   (including
provisions  permitting  advances for expenses  incurred)  arising under the 1933
Act.

         In addition,  the Company maintains  directors' and officers' liability
insurance  under which its directors  and officers are insured  against loss (as
defined in the  policy)  as a result of claims  brought  against  them for their
wrongful acts in such capacities.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

                                       3
Item 8.  Exhibits.

         The Exhibits to this registration  statement are listed in the Index to
Exhibits on page 6.

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  To include any material  information  with respect to the plan
of distribution not previously  disclosed in the  Registration  Statement or any
material change to such information in the Registration Statement;

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer,  or controlling person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       4
SIGNATURES
         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Seattle, State of Washington, on this 26 day of June,
2000.

                                 ONHEALTH NETWORK COMPANY

                                 \S\ RONALD STEVENS
                                 --------------------------
                                 Ronald Stevens
                                 President and Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears   below   constitutes   and  appoints   Ronald   Stevens,   his  or  her
attorney-in-fact,  for  him or her  in any  and  all  capacities,  to  sign  any
amendments to this Registration  Statement,  and to file the same, with exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact,  or his  substitute,  may do or  cause  to be done  by  virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration statement has been signed by the following persons on June 26, 2000
in the capacities indicated.

               SIGNATURES                            TITLE

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

     \S\ RONALD STEVENS              President, Chief Financial Officer
------------------------------       (Principal Executive, Financial and
     Ronald Stevens                  Accounting Officer)

     \S\ MICHEAL A. BROCHU           Chairman of the Board of Directors
------------------------------
     Michael A. Brochu

     \s\ ANN KIRSCHNER               Director
------------------------------
     Ann Kirschner

     \s\ RAM SHRIRAM                 Director
------------------------------
     Ram Shriram

     \s\ RICK THOMPSON               Director
------------------------------
     Rick Thompson

                                       5
INDEX TO EXHIBITS

    EXHIBIT NUMBER                         DESCRIPTION
   ---------------         ---------------------------------------------------
         5                 Opinion of Counsel regarding legality

         23.1              Consent of Ernst & Young LLP, Independent Auditors

         23.2              Consent of Counsel (included in Exhibit 5)

         24                Power of Attorney (Contained within Signature Page)

                                       6