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 13, 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 9.  REGULATION FD DISCLOSURE

     On January 13, 2004, ICON Health & Fitness, Inc. announced by press release
its earnings for the quarter ended November 29, 2003. A copy of the press
release is attached hereto as Exhibit 99.1.

Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On January 13, 2004, ICON Health & Fitness, Inc. announced by press release
its earnings for the quarter ended November 29, 2003. A copy of the press
release is attached hereto as Exhibit 99.1.


                                   SIGNATURES

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 13, 2004




































                              EXHIBIT INDEX

Exhibit
Number         Description

 99.1          Press Release of ICON Health & Fitness, Inc. dated January 13,
               2003, reporting the Company's financial results for the second
               quarter of fiscal 2004.