8-K

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: February 28, 2005

(Date of earliest event reported)

THE NAUTILUS GROUP, INC.

(Exact name of registrant as specified in its charter)

Washington	000-25867	94-3002667
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1400 NE 136th Avenue

Vancouver, Washington 98684

(Address of principal executive offices and zip code)

(360) 694-7722

(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 (see General Instruction A.2. below):

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

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

¨ 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))

THE NAUTILUS GROUP, INC.

FORM 8-K

Item 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;

ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On February 28, 2005, The Nautilus Group, Inc. issued a press release announcing that Rod Rice, chief financial officer and secretary, has announced his retirement from the Company effective March 31, 2005. Succeeding Rod Rice will be William D. Meadowcroft. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein.

Mr. Meadowcroft, age 42, joined Nautilus in 2000 as the corporate controller. Mr. Meadowcroft was promoted to principal accounting officer and treasurer in July 2004. During his tenure at Nautilus, Mr. Meadowcroft has spearheaded the Company’s Sarbanes-Oxley compliance project, renegotiated credit arrangements for both consumers and commercial customers, and worked to consolidate financial systems and organizations following three acquisitions.

Mr. Meadowcroft has 20 years of accounting and finance experience, including eight with Deloitte & Touche in Portland, Oregon and Ernst & Young in Providence, Rhode Island. From 1997 to 2000, he worked as controller for the American Automobile Association of Oregon/Idaho, which represents and protects motorists’ interest, where he was responsible for rebuilding the financial infrastructure of the organization. Mr. Meadowcroft has been a Certified Public Accountant in Oregon, has an undergraduate degree from Pennsylvania State University, and has a master’s degree from Western Seminary in Portland, Oregon.

There are no arrangements or understandings between Mr. Meadowcroft and any other person pursuant to which Mr. Meadowcroft was elected as a chief financial officer. Mr. Meadowcroft is not a family member of any director or executive officer of the Company. There are no transactions in which Mr. Meadowcroft has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The terms of Mr. Meadowcroft’s employment arrangement with the Company have not been determined at the time of this report, and will be filed under an amended report on Form 8-K/A when determined.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit No.	Description
99.1	The Nautilus Group, Inc. Press Release, dated February 28, 2005, announcing the promotion of William D. Meadowcroft to chief financial officer.

Signature

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

	THE NAUTILUS GROUP, INC.
	(Registrant)
March 4, 2005	By:	/s/ Rod W. Rice
(Date)		Rod W. Rice, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	The Nautilus Group, Inc. Press Release, dated February 28, 2005, announcing the promotion of William D. Meadowcroft to chief financial officer.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACTS:	Nautilus	Integrated Corporate Relations, Inc.
	Ron Arp	John Mills
	(360)418-6169	(310)395-2215 or (203)222-9013

NAUTILUS NAMES NEW CHIEF FINANCIAL OFFICER

VANCOUVER, Wash. – (February 28, 2005) –Nautilus (NYSE: NLS), a leading marketer, developer, and manufacturer of branded health and fitness products, announces the promotion of William D. “Bill” Meadowcroft to chief financial officer effective March 31, succeeding Rod Rice who is retiring March 31 after 11 years with the company.

Meadowcroft joined Nautilus in 2000 and has served as the company’s principal accounting officer, treasurer and corporate controller as the organization quadrupled in net sales. He spearheaded the company’s successful compliance with Sarbanes-Oxley, renegotiated credit arrangements for both consumers and commercial customers, and is consolidating financial systems and organizations following three acquisitions.

Meadowcroft has 20 years of accounting and finance experience, including eight with Deloitte & Touche in Portland, Ore., and Ernst & Young in Providence, R.I. He was responsible for rebuilding the financial infrastructure of the American Automobile Association of Oregon/Idaho before joining Nautilus. Meadowcoft has been a Certified Public Accountant in Oregon, has an undergraduate degree from Pennsylvania State University, and has a master’s degree from Western Seminary in Portland, Ore.

“Rod has done an excellent job as chief financial officer of our company and I regret seeing him leave. However, I am thrilled that he will be able to pursue some other passions in his life, and that he leaves our organization’s financial operations in excellent hands,” said, Gregg Hammann, chairman and CEO of Nautilus. “As one would expect from a good leader, Rod has done an excellent job preparing Bill Meadowcroft to succeed him.”

“Over the past year, we have benchmarked the skills and talent of Bill Meadowcroft with other leading financial officers. We are confident that Bill is well prepared to manage the financial infrastructure of Nautilus as we move into a period of substantial growth and diversification. In his five years at Nautilus, Bill has established himself as a man of high integrity with the demonstrated fiscal management required throughout all dimensions of our business.”

Meadowcroft succeeds Rod Rice, who joined Nautilus in 1994 when the company had just $4 million in net sales, compared to $523.8 million reported for 2004.

“I am very pleased to have been a part of our company’s exciting past, and have complete confidence in Bill supporting the company’s plans to become the global leader in all fitness categories where it competes,” said Rice. “Bill has proven himself not only to possess the necessary accounting skills and knowledge, but to be a knowledgeable business leader.”

About Nautilus

Headquartered in Vancouver, Wash., Nautilus (NYSE:NLS) helps people achieve a fit and healthy lifestyle through proper exercise, rest and nutrition. With a brand portfolio that includes Nautilus®, Bowflex®, Schwinn®Fitness, StairMaster® and Trimline®, Nautilus manufactures and markets a complete line of innovative health and fitness products through direct, commercial and retail channels. The Company was formed in 1986 and had 2004 sales of $523 million. It has 1,200 employees and operations in Washington, Colorado, Oklahoma, Texas, Illinois, Virginia, Switzerland, Germany, United Kingdom, Italy, China, and elsewhere. More information is at www.nautilus.com.