8-K

                                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.

EX-99

Exhibit 99.2

ICON Health & Fitness, Inc. Outlines Pending Management Transition

(Logan, Utah) - January 5, 2004 - ICON Health & Fitness, Inc. today outlined a
pending management transition based on news that Scott Watterson, Chief
Executive Officer and Gary Stevenson, Chief Operating Officer and founders of
the Company intend to resign from their respective positions sometime in the
second or third quarter of calendar 2004. Mr. Watterson and Mr. Stevenson will
continue to perform their functions as directors of the Company and have an
active role in the Company's strategic direction.

Mr. Watterson and Mr. Stevenson stated that this decision came with great
difficulty, but will enable each of them to accept assignments from the Church
of Jesus Christ of Latter Day Saints to serve as Mission Presidents.

Upon their departure, the daily operations of the Company will be managed by
David J. Watterson, a 23-year ICON veteran and current President, North America
who will become the Chief Executive Officer of the Company. During his tenure,
he has served as Sales Vice President, Senior Vice President, Research &
Development and Chief Marketing Officer. Fred Beck, ICON's Chief Financial
Officer for 14 years, will continue in his current role.

Additionally, Matthew Allen, a 20-year ICON veteran will move to the position of
President and Chief Merchandising Officer, Joseph Brough, a 14-year ICON
executive will become Chief Operating Officer, and Jace Jergensen, a 9-year
executive will become Senior Vice President and continue his responsibilities as
President of ICON's JumpKing division.

Mr. Watterson and Mr. Stevenson indicated that they expect to return to the
Company in a management capacity upon completion of their church service. The
entire ICON family thanks Mr. Watterson and Mr. Stevenson for their immeasurable
contribution to the Company over the last two decades, and wish Mr. Watterson
and Mr. Stevenson success in their endeavors and welcomes their continued role
in the Company's future.

ICON Health & Fitness, Inc. is the largest manufacturer and marketer of home
fitness equipment in the world. For the fiscal year 2003, ICON's wholesale and
retail sales totaled approximately $1.012 billion. The Company is headquartered
in Logan, Utah and has more than 5,021 employees worldwide. ICON develops,
manufactures and markets fitness equipment under the following company-owned
brand names: NordicTrack, ProForm, Weider, HealthRider, Weslo, IMAGE and Free
Motion, as well as Reebok and Gold's Gym under license.

This press release contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that involve a
number of risks and uncertainties. A number of factors could cause actual
results, performance, achievements of the Company, or industry results to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. These factors include,
but are not limited to, the competitive environment in the book retail industry
in general and in the Company's specific market area; inflation; economic
conditions in general and in the Company's specific market areas; the number of
store openings and closings; the profitability of certain product lines, capital
expenditures and future liquidity; liability and other claims asserted against
the Company; uncertainties related to the Internet and the Company's Internet
initiative. In addition, such forward-looking statements are necessarily
dependent upon assumptions, estimates and dates that may be incorrect or
imprecise and involve known and unknown risks, uncertainties and other factors.
Accordingly, any forward-looking statements included herein do not purport to be
predictions of future events or circumstances and may not be realized. Given
these uncertainties, shareholders and prospective investors are cautioned not to
place undue reliance on such forward-looking statements. The Company disclaims
any obligations to update any such factors or to publicly announce the results
of any revisions to any of the forward-looking statements contained herein to
reflect future events or developments.

For more information, please contact:

Fred Beck
CFO and Treasurer
Tel. (1) 435 750 5000
fbeck@iconfitness.com