As filed with the Securities and Exchange Commission on June 28, 1999
================================================================================
                                  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
                                 (206) 583-0100
--------------------------------------------------------------------------------
        (Address, including zip code, and telephone number including area
                code, of registrant's principal executive office)

                   ROBERT N. GOODMAN, CHIEF EXECUTIVE OFFICER
--------------------------------------------------------------------------------
                          808 HOWELL STREET, SUITE 400
                            SEATTLE, WASHINGTON 98101
                                 (206) 583-0100
--------------------------------------------------------------------------------
              (Address of registrant's Principal Executive Offices)

                 ONHEALTH NETWORK COMPANY 1997 STOCK OPTION PLAN
                            (Full title of the plan)
                    ----------------------------------------
                                MICHAEL D. CONWAY
                                 VICE PRESIDENT
                          808 HOWELL STREET, SUITE 400
                            SEATTLE, WASHINGTON 98101
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                        Copies of all communications to:

                                 C. Kent Carlson
                            Christopher H. Cunningham
                            Preston Gates & Ellis LLP
                          5000 Columbia Seafirst Center
                                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               $8.5625             $25,687,500            $7,141.13

<FN>
         *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 24, 1999, as reported on the Nasdaq Stock Market.
</FN>
</TABLE>

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

<PAGE>



                           INCORPORATION BY REFERENCE

         Pursuant  to General  Instruction  E to Form S-8,  the  contents of the
Registration  Statement filed by OnHealth  Network Company (the "Company") under
Registration  Number 333-70147,  with respect to securities  offered pursuant to
the  Company's  1997 Stock Option  Plan,  as amended  (the  "Plan"),  are hereby
incorporated by reference herein, and the opinions and consents listed below are
annexed hereto:


    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)


<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 24th day of
June, 1999.


                                          ONHEALTH NETWORK COMPANY

                                          \s\ ROBERT N. GOODMAN
                                          -------------------------------------
                                          Robert N. Goodman
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below   constitutes  and  appoints  Robert  N.  Goodman,   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  in  the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

          SIGNATURES                                     TITLE                     DATE

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

  \s\ROBERT N. GOODMAN                 President, Chief Executive              June 21, 1999
--------------------------------       Officer, Director (Principal
   Robert N. Goodman                   Executive Officer)


  \s\ MICHAEL D. CONWAY                Vice President                          June 21, 1999
--------------------------------       Finance(Principal Financial and
    Michael D. Conway                  Accounting Officer)


  \s\ MICHAEL A. BROCHU                Chairman of the Board of                June 21, 1999
--------------------------------       Directors
    Michael A. Brochu


  \s\ ANN KIRSCHNER
--------------------------------       Director                                June 21, 1999
    Ann Kirschner


  \s\ RAM SHRIRAM
-------------------------------        Director                                June 21, 1999
    Ram Shriram


  \s\ RICK THOMPSON                    Director                                June 21, 1999
--------------------------------
    Rick Thompson

</TABLE>
<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)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 - 1997 STOCK OPTION PLAN", "secsgml_size_bytes": 8176}]
{"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": "333-81753", "film-number": "99653976"}, "business-address": {"street1": "808 HOWELL STREET", "street2": "STE 400", "city": "SEATTLE", "state": "WA", "zip": "98011", "phone": "2065830100"}, "mail-address": {"street1": "808 HOWELL ST", "street2": "STE 400", "city": "SEATTLE", "state": "WA", "zip": "98011"}, "former-company": {"former-conformed-name": "IVI PUBLISHING INC", "date-changed": "19930809"}}
As filed with the Securities and Exchange Commission on June 28, 1999
================================================================================
                                  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
                                 (206) 583-0100
--------------------------------------------------------------------------------
        (Address, including zip code, and telephone number including area
                code, of registrant's principal executive office)

                   ROBERT N. GOODMAN, CHIEF EXECUTIVE OFFICER
--------------------------------------------------------------------------------
                          808 HOWELL STREET, SUITE 400
                            SEATTLE, WASHINGTON 98101
                                 (206) 583-0100
--------------------------------------------------------------------------------
              (Address of registrant's Principal Executive Offices)

                 ONHEALTH NETWORK COMPANY 1997 STOCK OPTION PLAN
                            (Full title of the plan)
                    ----------------------------------------
                                MICHAEL D. CONWAY
                                 VICE PRESIDENT
                          808 HOWELL STREET, SUITE 400
                            SEATTLE, WASHINGTON 98101
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                        Copies of all communications to:

                                 C. Kent Carlson
                            Christopher H. Cunningham
                            Preston Gates & Ellis LLP
                          5000 Columbia Seafirst Center
                                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               $8.5625             $25,687,500            $7,141.13
*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 24, 1999, as reported on the Nasdaq Stock Market.
The  Exhibit  Index  appears  after  the  Signature  Page of  this  Registration
Statement.
INCORPORATION BY REFERENCE

         Pursuant  to General  Instruction  E to Form S-8,  the  contents of the
Registration  Statement filed by OnHealth  Network Company (the "Company") under
Registration  Number 333-70147,  with respect to securities  offered pursuant to
the  Company's  1997 Stock Option  Plan,  as amended  (the  "Plan"),  are hereby
incorporated by reference herein, and the opinions and consents listed below are
annexed hereto:

    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)
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 24th day of
June, 1999.

                                          ONHEALTH NETWORK COMPANY

                                          \s\ ROBERT N. GOODMAN
                                          -------------------------------------
                                          Robert N. Goodman
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below   constitutes  and  appoints  Robert  N.  Goodman,   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  in  the
capacities and on the dates indicated.
SIGNATURES                                     TITLE                     DATE

--------------------------------       ---------------------------            ---------------
\s\ROBERT N. GOODMAN                 President, Chief Executive              June 21, 1999
--------------------------------       Officer, Director (Principal
   Robert N. Goodman                   Executive Officer)

  \s\ MICHAEL D. CONWAY                Vice President                          June 21, 1999
--------------------------------       Finance(Principal Financial and
    Michael D. Conway                  Accounting Officer)

  \s\ MICHAEL A. BROCHU                Chairman of the Board of                June 21, 1999
--------------------------------       Directors
    Michael A. Brochu

  \s\ ANN KIRSCHNER
--------------------------------       Director                                June 21, 1999
    Ann Kirschner

  \s\ RAM SHRIRAM
-------------------------------        Director                                June 21, 1999
    Ram Shriram

  \s\ RICK THOMPSON                    Director                                June 21, 1999
--------------------------------
    Rick Thompson
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)