UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVEN REPORTED):  JANUARY 5, 2004

                       COMMISSION FILE NUMBER: 333-93711


                        ICON Health & Fitness, Inc.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          Delaware                                   87-0531206
(State or other jurisdiction of         (I.R.S. Employer Identification
 incorporation or organization)                          No.)


                      1500 South 1000 West, Logan, Utah 84321
              (Address and zip code of principal executive offices)

                                  435 750-5000
             (Registrant's telephone number, including area code)

















Item 5. Other Events and Regulation FD Disclosure

     On January 5, 2004, ICON Health & Fitness, Inc. announced by press release
its outline of the pending management transition. A copy of the press
release is attached hereto as Exhibit 99.2.


                                   SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

ICON Health & Fitness, Inc.

By:   /s/ S. Fred Beck
   -----------------------------
   S. Fred Beck
   Chief Financial Officer

Date:  January 6, 2004




































                                  EXHIBIT INDEX

Exhibit
Number         Description

 99.2          Press Release of ICON Health & Fitness, Inc. dated January 5,
               2003, outlining the pending management transition.