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~~EVENT REPORTED): August 1630, 2004

COMMISSION FILE NUMBER: 333-93711

ICON HEALTH & FITNESS INC.
(Exact name of registrant as specified in its charter)

COMMISSION FILE NUMBER: 333-93711

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

1500 South 1000 West

Logan, UT, 84321

(Address and zip code of principal executive offices)

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

CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1 of 2

Item 5. Other Events and Regulation FD Disclosure

Item 2.02	RESULTS OF OPERATIONS AND FINANCIAL CONDITION

	On August 30, 2004, ICON Health & Fitness, Inc. announced by press release its earnings for the fourth quarter and fiscal year ended May 31, 2004. A copy of the press release is attached hereto as Exhibit 99.1.

Item 7.01	REGULATION FD DISCLOSURE

	On August 30, 2004, ICON Health & Fitness, Inc. announced by press release its earnings for the fourth quarter and fiscal year ended May 31, 2004. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01	FINCANCIAL STATEMENTS AND EXHIBITS

OnExhibit ~~August~~99.1 ~~16,~~Press ~~2004,~~Release of ICON Health & Fitness, Inc. ~~announced~~dated ~~by press~~August ~~release~~30, ~~its~~2004, ~~management~~announcing ~~transition.~~earnings Afor ~~copy~~the offourth ~~the~~quarter ~~press~~and ~~release~~fiscal isyear ~~attatched hereto~~ended asMay ~~Exhibit~~31, 992004.3

SIGNATURE

ICON HEALTH & FITNESS, INC. By: /s/ S. Fred Beck Name: S. Fred Beck Title: Chief Financial Officer Date: August 1630, 2004

EXHIBIT INDEX

Exhibit
Number

Description

99.31 Press Release of ICON Health & Fitness, Inc. dated August 1630, 2004, announcing earnings for the ~~management~~fourth ~~transition~~quarter and fiscal year ended May 31, 2004.

2 of 2

Filing Compare · ICON INTERNATIONAL HOLDINGS INC