IOMEGA CORP
11-K, 1999-06-23
COMPUTER STORAGE DEVICES
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<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 11-K




                    ANNUAL REPORT PURSUANT TO SECTION 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1998


                                     1-12333
                            (Commission file number)


                               IOMEGA CORPORATION
               (Exact name of issuer as specified in its charter)


       Delaware                                          86-0385884
(State of Incorporation)                   (IRS employer identification number)

1821 West Iomega Way, Roy, UT                              84067
(Address of principal executive offices)                 (ZIP Code)

                                 (801) 332-1000
              (Registrant's telephone number, including area code)


                  Iomega Retirement and Investment Savings Plan
                            (Full title of the Plan)
<PAGE>




                                                              EIN:  86-0385884
                                                              PLAN NUMBER: 001













                  IOMEGA RETIREMENT AND INVESTMENT SAVINGS PLAN

                           FINANCIAL STATEMENTS AS OF
                           DECEMBER 31, 1998 AND 1997
                       TOGETHER WITH REPORT OF INDEPENDENT
                               PUBLIC ACCOUNTANTS






















<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Steering Committee and Participants of the
  Iomega Retirement and Investment Savings Plan:

We have audited the accompanying statements of net assets available for benefits
of the Iomega Retirement and Investment Savings Plan (the "Plan") as of December
31, 1998 and 1997, and the related  statement of changes in net assets available
for benefits for the year ended December 31, 1998.  These  financial  statements
and the  schedules  referred  to  below  are the  responsibility  of the  Plan's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and schedules based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the net assets available for benefits of the Plan as of
December  31,  1998 and 1997,  and the changes in its net assets  available  for
benefits  for the year ended  December  31, 1998 in  conformity  with  generally
accepted accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken  as a  whole.  The  schedules  of  assets  held for
investment  purposes and reportable  transactions  are presented for purposes of
additional  analysis  and  are  not a  required  part  of  the  basic  financial
statements  but are  supplementary  information  required by the  Department  of
Labor's Rules and  Regulations  for Reporting and Disclosure  under the Employee
Retirement  Income Security Act of 1974. The fund  information in the statements
of net assets  available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional  analysis  rather
than to present the net assets  available for benefits and changes in net assets
available for benefits of each fund.  The schedules  and fund  information  have
been  subjected  to the auditing  procedures  applied in the audits of the basic
financial  statements  and, in our  opinion,  are fairly  stated in all material
respects in relation to the basic financial statements taken as a whole.


/S/  ARTHUR ANDERSEN LLP
- -------------------------------------
ARTHUR ANDERSEN LLP

Salt Lake City, Utah
June 14, 1999


<PAGE>




                  IOMEGA RETIREMENT AND INVESTMENT SAVINGS PLAN


                   INDEX TO FINANCIAL STATEMENTS AND SCHEDULES






                  Statement of Net Assets Available for
                    Benefits as of December 31, 1998                         1

                  Statement of Net Assets Available for
                    Benefits as of December 31, 1997                         2

                  Statement of Changes in Net Assets
                    Available for Benefits for the Year Ended
                    December 31, 1998                                    3 - 5

                  Notes to Financial Statements                          6 - 10

                  Item 27a - Schedule of Assets Held for Investment
                    Purposes as of December 31, 1998                         11

                  Item 27d - Schedule of Reportable Transactions for
                    the Year Ended December 31, 1998                    12 - 13








<PAGE>


<TABLE>

                  IOMEGA RETIREMENT AND INVESTMENT SAVINGS PLAN

                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                             AS OF DECEMBER 31, 1998

<CAPTION>

                                          FUND INFORMATION
                      -----------------------------------------------------------------
                      -----------------------------------------------------------------
                                           FIDELITY FUNDS
                      -----------------------------------------------------------------
                                                    Managed   Retirement     Short-Term
                         Magellan   Contrafund       Income   Money Market         Bond
                      -----------------------------------------------------------------
<S>                   <C>          <C>           <C>          <C>           <C>

INVESTMENTS,
  at fair value       $ 5,596,855  $15,016,801  $ 2,506,569   $ 2,406,567   $ 1,045,328

RECEIVABLES:
   Employee
    contributions          28,385       27,301        4,654        11,012         1,841
   Employer
    contributions         478,370      593,745       86,506       165,048        53,258
                      -----------------------------------------------------------------


NET ASSETS            $ 6,103,610  $15,637,847  $ 2,597,729   $ 2,582,627   $ 1,100,427
                      =================================================================


                                          FUND INFORMATION
                      --------------------------------------------------------------------
                      --------------------------------------------------------------------
                                           FIDELITY FUNDS
                      --------------------------------------------------------------------
                                                  Spartan U.S.
                           Equity         Asset        Equity    Diversified  Export and
                        Income II       Manager         Index  International  Multinational
                      ---------------------------------------------------------------------
<S>                   <C>           <C>           <C>            <C>            <C>
INVESTMENTS,
  at fair value       $ 5,790,978   $ 2,267,149   $ 4,932,187    $   318,112    $   225,235


RECEIVABLES:
   Employee
    contributions          17,666         7,988        22,717          4,094          2,949
   Employer
    contributions         313,241       133,254       388,209         49,316         39,219
                      ---------------------------------------------------------------------


NET ASSETS            $ 6,121,885   $ 2,408,391   $ 5,343,113    $   371,522    $   267,403
                      =====================================================================


                                                      FUND INFORMATION
                      --------------------------------------------------------------------------------------
                                   FIDELITY FUNDS
                      ----------------------------------------
                      Real Estate
                       Investment  U.S. Government  U.S. Bond         Iomega    Participant
                        Portfolio       Reserves        Index     Stock Fund          Loans            Total
                      --------------------------------------------------------------------------------------
<S>                   <C>           <C>           <C>          <C>              <C>          <C>
INVESTMENTS,
  at fair value       $   166,069   $     5,038   $   456,206  $   7,275,479    $   808,040  $    48,816,613


RECEIVABLES:
   Employee
    contributions           2,296             -         3,575         19,772              -          154,250
   Employer
    contributions          24,598             -        35,727        370,033              -        2,730,524
                      --------------------------------------------------------------------------------------


NET ASSETS            $   192,963   $     5,038   $   495,508  $   7,665,284    $   808,040  $    51,701,387
                      ======================================================================================
</TABLE>
              The accompanying notes to financial statements are an
                       integral part of these statements.

                                      -1-
<PAGE>
<TABLE>


                  IOMEGA RETIREMENT AND INVESTMENT SAVINGS PLAN

                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                             AS OF DECEMBER 31, 1997

<CAPTION>

                                             FUND INFORMATION
                      -----------------------------------------------------------------
                      -----------------------------------------------------------------
                                              FIDELITY FUNDS
                      -----------------------------------------------------------------

                                                     Managed   Retirement    Short-Term
                         Magellan   Contrafund        Income Money Market          Bond
                      -----------------------------------------------------------------
<S>                   <C>          <C>           <C>          <C>           <C>
INVESTMENTS,
  at fair value       $ 2,831,116  $10,387,070   $ 2,451,608  $ 1,893,013   $   878,536

RECEIVABLES:
   Employee
    contributions          27,185       48,332         7,019       10,613         5,129
   Employer
    contributions         154,517      336,858        58,883       63,499        35,858
                      -----------------------------------------------------------------


NET ASSETS            $ 3,012,818  $10,772,260   $ 2,517,510  $ 1,967,125   $   919,523
                      =================================================================



                                              FUND INFORMATION
                      -------------------------------------------------------------------------------
                                    FIDELITY FUNDS
                      ---------------------------------------

                                                 Spartan U.S.
                           Equity        Asset        Equity       Iomega   Participant
                        Income II      Manager         Index   Stock Fund         Loans         Total
                      -------------------------------------------------------------------------------
<S>                   <C>          <C>           <C>          <C>           <C>           <C>
INVESTMENTS,
  at fair value       $ 3,592,439  $ 1,306,865   $ 2,484,731  $12,568,742   $ 1,194,970   $39,589,090


RECEIVABLES:
   Employee
    contributions          23,767       12,063        23,026       50,197             -       207,331
   Employer
    contributions         150,116       71,862       134,786      334,666             -     1,341,045
                      --------------------------------------------------------------------------------


NET ASSETS            $ 3,766,322  $  1,390,790  $ 2,642,543  $12,953,605   $ 1,194,970   $41,137,466
                      ===============================================================================
</TABLE>

              The accompanying notes to financial statements are an
                       integral part of these statements.

                                       -2-
<PAGE>
<TABLE>
                                                                                                                         Page 1 of 3

                  IOMEGA RETIREMENT AND INVESTMENT SAVINGS PLAN

            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                      FOR THE YEAR ENDED DECEMBER 31, 1998


<CAPTION>


                                                                  FUND INFORMATION
                                      -----------------------------------------------------------------
                                                                   FIDELITY FUNDS
                                      -----------------------------------------------------------------
                                                                                             Retirement
                                                                      Managed       Money   Short-Term
                                         Magellan     Contrafund       Income      Market         Bond
                                      -----------------------------------------------------------------
<S>                                   <C>            <C>          <C>          <C>          <C>

ADDITIONS TO NET ASSETS ATTRIBUTABLE
   TO:
   Contributions
     Employee                         $   861,350    $ 1,170,948  $   166,259  $   328,525  $   120,474
     Employer                             478,370        593,745       86,506      165,048       53,258
     Rollover                             521,611        508,685      648,251      667,263       50,637
                                      -----------------------------------------------------------------

                                        1,861,331      2,273,378      901,016    1,160,836      224,369

   Investment Income
     Interest and dividends               233,804      1,106,372      148,058      108,996       65,247
     Realized gain (loss)                 255,979        349,112            -            -        1,677
     Net unrealized appreciation
        (depreciation) in fair value
       of investments                     718,821      2,030,400            -            -       (2,512)
                                      -----------------------------------------------------------------

                Total additions         1,208,604      3,485,884      148,058      108,996       64,412
                  (reductions)

REDUCTIONS IN NET ASSETS ATTRIBUTABLE
   TO:
     Distributions to participants       (369,046)    (1,014,188)    (662,417)    (656,882)    (129,623)

TRANSFERS BETWEEN
   FUNDS                                  389,903        120,513     (306,438)       2,552       21,746
                                      -----------------------------------------------------------------

                Net additions
                  (reductions)          3,090,792      4,865,587       80,219      615,502      180,904

NET ASSETS:
   Beginning of year                    3,012,818     10,772,260    2,517,510    1,967,125      919,523
                                      =================================================================

   End of year                        $ 6,103,610    $15,637,847  $ 2,597,729  $ 2,582,627  $ 1,100,427
                                      =================================================================

</TABLE>
              The accompanying notes to financial statements are an
                       integral part of these statements.

                                      -3-
<PAGE>

<TABLE>
                                                                                                                         Page 2 of 3

                  IOMEGA RETIREMENT AND INVESTMENT SAVINGS PLAN

            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                      FOR THE YEAR ENDED DECEMBER 31, 1998



<CAPTION>

                                                                      FUND INFORMATION
                                      -----------------------------------------------------------------------------------
                                                                       FIDELITY FUNDS
                                      -----------------------------------------------------------------------------------
                                                                  Spartan U.S.                                Real Estate
                                          Equity         Asset        Equity    Diversified    Export and      Investment
                                       Income II       Manager         Index  International  Multinational      Portfolio
                                      -----------------------------------------------------------------------------------
<S>                                   <C>          <C>           <C>            <C>           <C>             <C>
ADDITIONS TO NET ASSETS
   ATTRIBUTABLE TO:
   Contributions
     Employee                         $  630,733   $   299,407   $   764,674    $    97,102   $    69,510     $    54,555
     Employer                            313,241       133,254       388,209         53,483        43,136          26,843
     Rollover                            281,941       224,585       312,915         98,849        79,705         228,661
                                      -----------------------------------------------------------------------------------

                                       1,225,915       657,246     1,465,798        249,434       192,351         310,059

   Investment Income
     Interest and dividends              508,999       399,721        91,464         12,560         6,278           8,489
     Realized gain (loss)                 55,006        22,308       123,672         (1,010)       (2,712)        (14,294)
     Net unrealized
       appreciation
       (depreciation) in fair
       value of investments              407,801      (144,387)      646,634          2,372        22,607         (29,374)

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

                Total additions
                 (reductions)            971,806       277,642       861,770         13,922        26,173         (35,179)


REDUCTIONS IN NET ASSETS
   ATTRIBUTABLE TO:
     Distributions to
     participants                       (259,257)     (185,324)     (201,057)        (3,647)       (3,918)        (20,606)


TRANSFERS BETWEEN FUNDS                  417,099       268,037       574,059        111,813        52,797         (61,311)
                                      -----------------------------------------------------------------------------------

                Net additions
                  (reductions)         2,355,563     1,017,601     2,700,570        371,522       267,403         192,963

NET ASSETS:
   Beginning of year                   3,766,322     1,390,790     2,642,543              -             -               -
                                     ====================================================================================

   End of year                       $ 6,121,885   $ 2,408,391   $ 5,343,113    $   371,522   $   267,403     $   192,963
                                     ====================================================================================
</TABLE>

              The accompanying notes to financial statements are an
                       integral part of these statements.

                                      -4-
<PAGE>

<TABLE>

                                                                                                                         Page 3 of 3

                  IOMEGA RETIREMENT AND INVESTMENT SAVINGS PLAN

            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                      FOR THE YEAR ENDED DECEMBER 31, 1998



                                                                       FUND INFORMATION
                                 ------------------------------------------------------------------------
                                         FIDELITY FUNDS
                                 -----------------------------

                                 U.S. Government          U.S.        Iomega    Participant
                                        Reserves    Bond Index    Stock Fund          Loans         Total
                                 ------------------------------------------------------------------------
<S>                              <C>                <C>           <C>          <C>            <C>
ADDITIONS TO NET ASSETS
   ATTRIBUTABLE TO:
   Contributions
     Employee                    $             -     $  49,227    $  982,009   $          -   $ 5,594,773
     Employer                                  -        36,294       370,033              -     2,741,420
     Rollover                                  -        61,902       278,973              -     3,963,978
                                 ------------------------------------------------------------------------

                                               -       147,423     1,631,015              -    12,300,171

   Investment Income
     Interest and dividends                   38        17,947             -         82,190     2,790,163
     Realized gain (loss)                      -         4,179    (4,658,889)             -    (3,864,972)
     Net unrealized appreciation
       (depreciation) in fair
       value of investments                    -         2,522       (92,266)             -     3,562,618

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

                Total additions
                 (reductions)                 38        24,648    (4,751,155)        82,190     2,487,809


REDUCTIONS IN NET ASSETS
   ATTRIBUTABLE TO:
     Distributions to                          -        (6,251)     (402,470)      (309,373)   (4,224,059)
       participants


TRANSFERS BETWEEN FUNDS                    5,000       329,688    (1,765,711)      (159,747)            -
                                 ------------------------------------------------------------------------

                Net additions
                  (reductions)             5,038       495,508    (5,288,321)      (386,930)   10,563,921

NET ASSETS:
   Beginning of year                           -             -    12,953,605      1,194,970    41,137,466
                                 =========================================================================

   End of year                   $         5,038     $ 495,508   $ 7,665,284   $    808,040    $51,701,387
                                 =========================================================================
</TABLE>


              The accompanying notes to financial statements are an
                       integral part of these statements.

                                      -5-
<PAGE>


                                                             - 11 -
                  IOMEGA RETIREMENT AND INVESTMENT SAVINGS PLAN

                          NOTES TO FINANCIAL STATEMENTS



(1)  PLAN DESCRIPTION

Participation

Iomega  Corporation  ("Iomega")  adopted the Iomega  Retirement  and  Investment
Savings Plan (the "Plan")  effective July 1, 1985.  The Plan was  established to
provide   employees  an  opportunity  to  accumulate  funds  for  retirement  or
disability  and  to  provide  death  benefits  for  employees'   dependents  and
beneficiaries.

Effective  January 1, 1995,  Fidelity  Management Trust Company was appointed as
trustee  of the Plan.  Iomega  administers  the Plan with the  assistance  of an
external administrative consultant.

The  following  description  of the  Plan  provides  only  general  information.
Participants  should refer to the Plan document for a more complete  description
of the Plan's provisions.

Eligibility, Contributions and Benefits

Employees who have completed thirty days of service,  who have attained 21 years
of age and who are  scheduled  to work a  minimum  of 1,000  hours  per year are
eligible to participate in the Plan. Each eligible  employee is required to make
an election to participate in the Plan. At that time,  each  participant  elects
both the  contribution  amount and its  distribution  to the various  investment
funds within the Plan. Elected contribution percentages can range from 2 percent
to 15 percent of qualifying gross compensation on a before-tax basis, subject to
Internal Revenue Service ("IRS") limitations.

Effective  January  1, 1998,  Iomega  amended  the Plan to change  the  employer
matching contributions and vesting rights.  Employer matching contributions were
changed to consist of a basic match of up to $600 per participant, an additional
basic  match of 50 percent  of a  participants  contributions  over $600 up to 5
percent of eligible earnings, and a discretionary performance match with a range
from 0 percent to 3 percent of eligible  earnings,  subject to limits imposed by
the IRS. The discretionary  performance match is based on Company  profitability
goals and the match  percent is determined  annually by the  Company's  Board of
Directors. There was no performance matching contribution for 1998. The employer
contributions  for the basic match and the additional  basic match for 1998 were
$718,542  and  $2,022,878,  respectively.  Participants  vest  in  all  matching
contributions at a rate of 25 percent for each year of service. After four years
of service, employees become immediately vested in all matching contributions.

Benefits  are  normally  paid  upon  retirement,   death,  disability  or  other
termination.  Upon  termination  of service,  participants  may elect to receive
payment from their accounts in a lump sum, periodic installments,  an annuity or
a combination of these methods. Actively employed participants may only withdraw
funds from the Plan  pursuant  to  specific  restrictions  set forth in the Plan
agreement.


                                      -6-
<PAGE>

Investment Options

The Plan provides for fifteen investment options.  These options, as well as the
number of  participants  at December 31, 1998  investing in each option,  are as
follows:
<TABLE>

 <CAPTION>
                                                                  Number of
                                     Fund                         Participants
                ------------------------------------------------ -------------
                <S>                                              <C>

                Magellan                                                   665
                Contrafund                                                 875
                Managed Income Portfolio                                   287
                Retirement Money Market Portfolio                          290
                Short-Term Bond Portfolio                                  157
                Equity Income II                                           582
                Asset Manager                                              294
                Spartan U.S. Equity Index Portfolio                        535
                Diversified International                                  117
                Export and Multinational                                   111
                Real Estate Investment Portfolio                            77
                U.S. Government Reserves                                     1
                U.S. Bond Index                                             94
                Iomega Stock                                               752
                Participant Loans                                          151
</TABLE>

The  Participant  Loan Fund is managed by Iomega and the  remaining 14 funds are
managed by the Fidelity Management & Research Company ("Fidelity"), an affiliate
of Fidelity  Management  Trust  Company.  No sales charge is levied on the funds
managed by Fidelity,  however, an annual fee is charged by Fidelity to cover the
operating expenses of each fund, including the investment advisory fee. This fee
is deducted from the investment return of each fund.  Participants are charged a
loan setup fee and a maintenance fee for each loan borrowed under the Plan.

The  Magellan  Fund  seeks  capital  appreciation  by  maintaining  a  portfolio
primarily  invested  in common  stocks and  securities  convertible  into common
stocks. Up to 20 percent of this fund may also be invested in debt securities of
all types and quality levels issued by domestic and foreign issuers. The fund is
relatively  aggressive in pursuing growth.  Dividends are declared and posted to
the  participant's  account  in May and  December  of each  calendar  year.  The
undistributed semi-annual dividends are reinvested to purchase additional shares
in the fund.

The  Contrafund  seeks capital  appreciation  by investing in companies that are
believed to be undervalued or out of favor. When market conditions warrant,  the
fund may also invest temporarily in investment-grade  debt securities.  The fund
is relatively aggressive in pursuing growth.

The Managed Income  Portfolio  seeks  preservation  of capital and a competitive
level of income  over time.  The  portfolio  purchases  high-quality,  short and
long-term investment  contracts issued by insurance  companies,  banks and other
approved  financial  institutions that provide  competitive  interest rates. The
Managed Income Portfolio's goal is to maintain a stable $1.00 share price.

                                      -7-
<PAGE>

The  Retirement  Money Market  Portfolio  invests in  high-quality  money market
instruments  of  domestic  and foreign  issuers  which are  denominated  in U.S.
dollars.  Such  instruments  are  short-term  obligations  and  range  from U.S.
Government securities to prime commercial paper issued by private borrowers. The
fund seeks to obtain as high a level of current  income as  possible,  given its
principal  objective  of  preserving  capital and  maintaining  a share value of
$1.00.  Interest income is earned daily and posted to the participant's  account
at the end of each calendar  month or at the time of total  distribution  of the
account.  The  monthly  income is applied to purchase  additional  shares in the
fund.

The  Short-Term  Bond  Portfolio  invests  in  a  broad  range  of  fixed-income
securities. Securities in the portfolio are primarily investment grade or better
with  maturities  typically  less than three  years.  The  portfolio  seeks high
current income consistent with preservation of capital.

The   Equity   Income  II  Fund  seeks   income  by   investing   primarily   in
income-producing  equity  securities,  considering  the  potential  for  capital
appreciation. The fund seeks a yield exceeding the Standard & Poor's Daily Stock
Price  Index  500  ("S&P  500").   The  fund  is  considered  to  be  relatively
conservative among growth and income funds.

Asset  Manager  seeks high total  return with reduced risk over the long term by
using a balanced mix of stocks, bonds and short-term instruments. The fund earns
dividends  daily, and the dividends are posted to the  participant's  account in
the last month of each calendar quarter or at the time of total  distribution of
the account. The undistributed  dividends are reinvested to purchase more shares
in the fund.

The Spartan U.S.  Equity Index  Portfolio has the goal of replicating  the total
return  provided by the stocks  included in the S&P 500. The fund buys and holds
virtually  all of the 500 stocks  contained  in the S&P 500 weighted in the same
manner.  The fund earns  dividends  daily,  and the  dividends are posted to the
participant's  account in the last month of each calendar quarter or at the time
of total distribution of the account. The undistributed dividends are reinvested
to purchase more shares in the fund.

The  Diversified  International  Fund seeks  capital  appreciation  by investing
primarily  in  stocks  of large  companies  located  outside  the U.S.  that are
considered  to be  undervalued  and are included in the Morgan  Stanley  Capital
International Europe, Australia, Far East Index ("EAFE").

The Export  and  Multinational  Fund seeks  capital  appreciation  by  investing
primarily  in  stocks  of U.S.  companies  that are  expected  to  benefit  from
exporting or selling goods or services outside the U.S. The fund may also invest
in foreign securities.

The Real Estate Investment  Portfolio seeks to provide an above-average level of
income as well as capital  growth by  investing  primarily in stocks of domestic
and foreign  companies in the real estate industry.  The fund seeks to provide a
yield that exceeds that of the S&P 500. The fund is sensitive to  conditions  in
the  real  estate  industry,   such  as  real  estate  values,  property  taxes,
overbuilding and interest rates.

The U.S. Government Reserve Fund invests in U.S.  Government  securities as well
as entering into reverse repurchase  agreements.  The fund seeks as high a level
of current income as is consistent with security of principal and liquidity. The
U.S.  Government  Reserve Fund seeks to preserve  the share value of $1.00.  The
rate  of  income  varies  from  day to  day,  generally  reflecting  changes  in
short-term interest rates.


                                      -8-
<PAGE>


The U.S. Bond Index Fund seeks to provide  investment results that correspond to
the  aggregate  price and interest  performance  of the debt  securities  in the
Lehman  Brothers  Aggregate  Bond Index.  The fund's  investments  include  U.S.
Treasury and U.S.  government  securities,  corporate  bonds,  asset-backed  and
mortgage-backed  securities and U.S. dollar denominated  foreign securities with
maturities  of at least  one  year and an  investment-grade  of  medium  to high
quality or above.

The Iomega Stock Fund invests only in Iomega common stock. A small amount of the
Iomega  Stock Fund  (approximately  1 to 2 percent)  is held in cash to meet the
Plan's liquidity needs for making distributions and transfers.  Shares of Iomega
stock  are  bought  and  sold   over-the-counter   each  pay  period   based  on
participants'  elections.  Voting rights for the common stock held in the Iomega
Stock Fund are passed  through to  participants.  The market value of the Iomega
Stock Fund is determined based on unitized stock accounting.

The  Participant  Loan Fund is invested  solely in promissory  notes executed by
participants.  With the Plan's consent, a participant may borrow from his or her
account up to the lesser of  $50,000 or 50 percent of the  participant's  vested
interest. The outstanding balance of all prior loans under the Plan or any other
plan  maintained by Iomega or its  affiliates  reduces the amount  available for
future loans.  Moreover,  the $50,000 limit is reduced by the amount of any loan
repayments  made  during the most recent 12 months.  The minimum  amount for any
loan is $1,000.  As of  December  31,  1998,  the loans bear  interest  at rates
ranging  from 7.52 to 10.0  percent.  Loans must be repaid  within  five  years,
except for loans used to acquire a principal residence which must be repaid over
a reasonable  period of time not to exceed 10 years.  All loans,  regardless  of
term, become due and payable when the participant's employment terminates.

Termination of the Plan

Iomega  may  terminate  the Plan at any time  subject to the  provisions  of the
Employee Retirement Income Security Act of 1974, as amended.


(2)  SUMMARY OF ACCOUNTING POLICIES

Basis of Accounting

The  accounting  records  of the Plan are  maintained  on the  accrual  basis in
accordance  with generally  accepted  accounting  principles.  Distributions  to
participants are recorded when paid.

Investments

Contributions  are  invested  in  various  securities.  Participants  direct the
trustee as to the investment of all  contributions.  Investments  are carried at
fair  value  based  on  quoted  market  prices.   Unrealized   appreciation   or
depreciation  caused  by  fluctuations  in the  fair  value  of  investments  is
recognized currently. Interest and dividends are reinvested as earned.

                                      -9-
<PAGE>
Distributions to Terminated Participants and Forfeitures

During the year ended December 31, 1998, some  participants  terminated from the
Plan.  Participants  terminating  prior to retirement that have a vested benefit
balance in excess of $5,000 may leave their  vested  benefits  in the Plan.  The
Plan provides for the distribution of vested benefits to terminated participants
no later than  April 1  following  the  calendar  year in which the  participant
attained age 70 1/2.  During the year ended December 31, 1998,  vested  benefits
distributed to terminated participants were $4,224,059. Nonvested benefits which
are forfeited are utilized to reduce the Company  contributions  to the Plan and
have been reallocated to continuing participants. During the year ended December
31, 1998, forfeitures reallocated totaled $39,281.

Expenses

Iomega pays all administrative expenses relating to investment and management of
Plan funds,  including legal and accounting fees,  except operating  expenses of
the  investment  funds which are deducted  directly from  investment  returns by
Fidelity (as noted in "Investment Options").


(3)  NET  UNREALIZED  APPRECIATION  (DEPRECIATION)  IN  FAIR  MARKET  VALUE   OF
     INVESTMENTS

The Plan provides that the fair value of all investments  shall be determined at
the end of each Plan year. Net unrealized  appreciation  or  depreciation in the
fair value of investments is determined by computing the difference  between the
fair value of each  investment at the beginning of the Plan year (or at the date
of purchase for investments  acquired during the Plan year) with the fair market
value at the end of the Plan year.


(4)  TAX STATUS

The Plan is subject  to the  Employee  Retirement  Income  Security  Act of 1974
("ERISA") and certain provisions of the Internal Revenue Code ("IRC").  The Plan
is intended to qualify  under  Section  401(a) of the IRC. The Internal  Revenue
Service  issued a favorable  determination  letter dated October 26, 1994 ruling
that the Plan was designed in accordance with applicable IRC  requirements as of
that date. The Plan's steering committee and legal counsel believe that the Plan
continues  to be  designed  and  operated  in  accordance  with  applicable  IRC
requirements.  The  Plan  does  not  provide  for  federal  income  taxes as the
qualified plan trust is exempt from income taxes.

                                      -10-
<PAGE>


<TABLE>

                  IOMEGA RETIREMENT AND INVESTMENT SAVINGS PLAN

           ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                             AS OF DECEMBER 31, 1998
<CAPTION>



                                                  (c) Number of
  (a)      (b) Issuer/Investment Type             Units Held       (d) Cost      (e) Current Value
- ---------  -----------------------------------    --------------   -----------   -----------------
<S>        <C>                                    <C>              <C>           <C>

           Fidelity Management
             Trust Company:
 *            Magellan                                    46,324   $ 4,238,433   $       5,596,855
 *            Contrafund                                 264,427     9,453,607          15,016,801
 *            Managed Income                           2,506,569     2,506,569           2,506,569
 *            Retirement Money Market                  2,406,567     2,406,567           2,406,567
 *            Short-Term Bond                            120,015     1,089,517           1,045,328
 *            Equity Income II                           192,968     4,326,047           5,790,978
 *            Asset Manager                              130,371     2,071,955           2,267,149
 *            Spartan U.S. Equity Index                  112,197     3,540,388           4,932,187
 *            Diversified International                   17,952       316,750             318,112
 *            Export and Multinational                    11,330       205,340             225,235
 *            Real Estate Investment Portfolio            10,687       209,737             166,069
 *            U.S. Government Reserves                     5,038         5,038               5,038
 *            U.S. Bond Index                             41,398       449,505             456,206
 *            Iomega Stock Fund                        1,112,125     3,060,533           7,275,479

 *            Participant Loans                   Interest rates
                                                  ranging from
                                                  7.52% to 10.0%
                                                                       808,040             808,040
                                                                   ===========   =================

                                                                   $34,688,026   $      48,816,613
                                                                   ===========   =================


*Denotes party-in-interest
</TABLE>


                                      -11-

<PAGE>

<TABLE>




                                                                                                                        Page 1 of 2

                  IOMEGA RETIREMENT AND INVESTMENT SAVINGS PLAN

                 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1998
<CAPTION>

                                                                  Number       (c)             (d)         (e)
               (a) Identity of            (b) Description      of Trans-     Purchase        Selling      Lease
               Party Involved                 of Asset           actions      Price            Price      Rental
         ---------------------------- ---------------------   ----------   -----------   -----------   ----------
         <S>                          <C>                     <C>          <C>           <C>           <C>

         Fidelity Investments         121,175 shares                 221   $ 6,306,547   $         -          N/A
         Institutional Services Co.*  of Contrafund

         Fidelity Investments         79,503 shares                  163             -     4,056,328          N/A
         Institutional Services Co.*  of Contrafund

         Fidelity Investments         95,860 shares                  194     2,760,285             -          N/A
         Institutional Services Co.*  of Equity Income II

         Fidelity Investments         35,896 shares                  128             -     1,024,553          N/A
         Institutional Services Co.*  of Equity Income II

         Fidelity Investments         40,496 shares                  209     4,322,806             -          N/A
         Institutional Services Co.*  of Magellan

         Fidelity Investments         23,889 shares                  141             -     2,531,866          N/A
         Institutional Services Co.*  of Magellan

         Fidelity Investments         222,435 shares                 229     9,100,248             -          N/A
         Institutional Services Co.*  of Iomega Stock
                                      Fund

         Fidelity Investments         222,972 shares                 187             -     9,641,407          N/A
         Institutional Services Co.*  of Iomega Stock
                                      Fund

         Fidelity Investments         2,574,048 units                170     2,574,048             -          N/A
         Institutional Services Co.*  of Retirement
                                      Money Market

         Fidelity Investments         2,060,493 units                127             -     2,060,493          N/A
         Institutional Services Co.*  of Retirement
                                      Money Market

         Fidelity Investments         85,256 units of Asset          134     1,583,673             -          N/A
         Institutional Services Co.*  Manager

         Fidelity Investments         26,104 units of Asset           80             -       501,310          N/A
         Institutional Services Co.*  Manager

         Fidelity Investments         2,079,482 units of             130     2,079,482             -          N/A
         Institutional Services Co.*  Managed Income

         Fidelity Investments         2,024,521 units of              93             -     2,024,521          N/A
         Institutional Services Co.*  Managed Income

         Fidelity Investments         91,111 shares of               193     3,547,949             -          N/A
         Institutional Services Co.*  Spartan U.S. Equity
                                      Index

         Fidelity Investments         49,946 shares of               104             -     1,870,800          N/A
         Institutional Services Co.*  Spartan U.S. Equity
                                      Index

         Fidelity Investments         173,660 shares of              123     1,901,950             -          N/A
         Institutional Services Co.*  U.S. Bond Index

         Fidelity Investments         132,262 shares of               42             -     1,452,445          N/A
         Institutional Services Co.*  U.S. Bond Index

      *Denotes party-in-interest

</TABLE>
                                      -12-
<PAGE>
<TABLE>


                                                                                                                         Page 2 of 2
                  IOMEGA RETIREMENT AND INVESTMENT SAVINGS PLAN


                 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1998


                                                            (f) Expense                 (h) Current
                                                             Incurred                      Value at
            (a) Identity of            (b) Description          With        (g) Cost    Transaction    (i) Net
            Party Involved                of Asset          Transaction     of Asset           Date    Gain (Loss)
      ---------------------------   ---------------------   -----------   -----------   -----------   ----------------
      <S>                           <C>                     <C>           <C>           <C>           <C>
      Fidelity Investments          121,175 shares                  N/A   $ 6,306,547   $ 6,306,547   $        N/A
      Institutional Services Co.*   of Contrafund

      Fidelity Investments          79,503 shares                   N/A     3,533,481     4,056,328        522,847
      Institutional Services Co.*   of Contrafund

      Fidelity Investments          95,860 shares                   N/A     2,760,285     2,760,285            N/A
      Institutional Services Co.*   of Equity Income II

      Fidelity Investments          35,896 shares                   N/A       912,797     1,024,553        111,756
      Institutional Services Co.*   of Equity Income II

      Fidelity Investments          40,496 shares                   N/A     4,322,806     4,322,806            N/A
      Institutional Services Co.*   of Magellan

      Fidelity Investments          23,889 shares                   N/A     2,429,643     2,531,866        102,223
      Institutional Services Co.*   of Magellan

      Fidelity Investments          222,435 shares                  N/A     9,100,248     9,100,248            N/A
      Institutional Services Co.*   of Iomega Stock
                                    Fund

      Fidelity Investments          222,972 shares                  N/A     9,720,280     9,641,407        (78,873)
      Institutional Services Co.*   of Iomega Stock
                                    Fund

      Fidelity Investments          2,574,048 units                 N/A     2,574,048     2,574,048            N/A
      Institutional Services Co.*   of Retirement
                                    Money Market

      Fidelity Investments          2,060,493 units                 N/A     2,060,493     2,060,493              -
      Institutional Services Co.*   of Retirement
                                    Money Market

      Fidelity Investments          85,256 units of Asset           N/A     1,583,673     1,583,673            N/A
      Institutional Services Co.*   Manager

      Fidelity Investments          26,104 units of Asset           N/A       463,212       501,310         38,098
      Institutional Services Co.*   Manager

      Fidelity Investments          2,079,482 units of              N/A     2,079,482     2,079,482            N/A
      Institutional Services Co.*   Managed Income

      Fidelity Investments          2,024,521 units of              N/A     2,024,521     2,024,521              -
      Institutional Services Co.*   Managed Income

      Fidelity Investments          91,111 shares of                N/A     3,547,949     3,547,949            N/A
      Institutional Services Co.*   Spartan U.S. Equity
                                    Index

      Fidelity Investments          49,946 shares of                N/A     1,794,534     1,870,800         76,266
      Institutional Services Co.*   Spartan U.S. Equity
                                    Index

      Fidelity Investments          173,660 shares of               N/A     1,901,950     1,901,950            N/A
      Institutional Services Co.*   U.S. Bond Index

      Fidelity Investments          132,262 shares of               N/A     1,448,312     1,452,445          4,133
      Institutional Services Co.*   U.S. Bond Index

   *Denotes party-in-interest

</TABLE>
                                      -13-

<PAGE>





The Plan.  Pursuant to the requirements of the Securities  Exchange Act of 1934,
the trustees (or other persons that  administer the employee  benefit plan) have
duly  caused  this  annual  report to be  signed  on  behalf of the  undersigned
hereunto  duly  authorized,  in the City of Roy,  Utah,  on the 23rd day of June
1999.

                                            IOMEGA RETIREMENT AND
                                            INVESTMENT SAVINGS PLAN


                                            By: /S/ Kevin O'Connor
                                                -------------------------------
                                                Kevin O'Connor
                                                Vice President, Human Resources


<PAGE>



                                  EXHIBIT INDEX

The following exhibits are filed as part of this Annual Report on Form 11-K.

Exhibit
Number                     Description
- ------------               ---------------------------------

23.1                       Consent of Arthur Andersen LLP







                                                                  EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation of our
report  included  in  this  Form  11-K,  into  the  Company's  previously  filed
Registration Statement on Form S-8 File No. 33-62029.


/S/  ARTHUR ANDERSEN LLP
- --------------------------------------
ARTHUR ANDERSEN LLP

Salt Lake City, Utah
June 22, 1999



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