ONHEALTH NETWORK CO
15-12G, 2000-09-14
PREPACKAGED SOFTWARE
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 15

  Certification and Notice of Termination of Registration Under Section 12(G)
  of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports
      Under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                                                Commission File Number: 0-22212
                                                                       --------
                            OnHealth Network Company
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

    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 officers)


                    Common Stock, par value $0.01 per share
            --------------------------------------------------------
            (Title of each class of securities covered by this Form)

                                      None
  ---------------------------------------------------------------------------
  (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

         Please place an X in the box(es) to designate, the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

<TABLE>
<S>                        <C>        <C>                        <C>
Rule 12g-4(a)(1)(i)        (X)        Rule 12h-3(b)(1)(i)        (X)
Rule 12g-4(a)(1)(ii)       ( )        Rule 12h-3(b)(1)(ii)       ( )
Rule 12g-4(a)(2)(i)        ( )        Rule 12h-3(b)(2)(i)        ( )
Rule 12g-4(a)(2)(ii)       ( )        Rule 12h-3(b)(2)(ii)       ( )
                                      Rule 15d-6                 ( )
</TABLE>

         Approximate number of holders of record as of the certification or
notice date: 1
            ---

         Pursuant to the requirements of the Securities Exchange Act of 1934,
OnHealth Network Company has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.


Date:    September 12, 2000             By: /s/ JACK D. DENNISON
      ----------------------------          -----------------------------------
                                            Jack D. Dennison
                                            Executive Vice President, General
                                            Counsel and Secretary

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the
person signing the form shall be typed or printed under the signature.




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