UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

         Commission File Numbers: 333-18475, 33-87930-01, 33-87930

(Check One):
/ / Form 10-K / / Form 20-F / / Form 11-K /X/ Form 10-Q / / Form N-SAR


                       For Period Ended: November 28, 1998

                       [ ] Transition Report on Form 10-K
                       [ ] Transition Report on Form 20-F
                       [ ] Transition Report on Form 11-K
                       [ ] Transition Report on Form 10-Q
                       [ ] Transition Report on Form N-SAR

                       For the Transition Period Ended:

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 Read Instruction (on back page) Before Preparing Form.  Please Print or Type.

    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE  COMMISSION
             HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification  relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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                        PART I -- REGISTRANT INFORMATION

                            ICON Fitness Corporation
                               IHF Holdings, Inc.
                           ICON Health & Fitness, Inc.
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                             Full Name of Registrant

                                       N/A
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                            Former Name if Applicable

                              1500 South 1000 West
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            Address of Principal Executive Office (Street and Number)

                                 Logan, UT 84321
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                            City, State and Zip Code






                       PART II -- RULES 12b-25 (b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

      [X]     (a) The reasons  described  in  reasonable  detail in Part III of
                  this form could not be eliminated without unreasonable effort
                  or expense;

      [X]     (b) The subject annual  report,  semi-annual  report,  transition
                  report on Form 10-K, 20-F, 11-K,  or Form  N-SAR,  or  portion
                  thereof, will be filed on or before the fifteenth calendar day
                  following the prescribed due date;  or the  subject  quarterly
                  report or transition report on Form 10-Q, or portion thereof
                  will be filed on or before the fifth calendar day following
                  the prescribed due date; and

      [ ]     (c) The accountant's statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.

                              PART III -- NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.  (ATTACH EXTRA SHEETS IF NEEDED)

The Registrant's Quarterly Report on Form 10-Q for the  fiscal  quarter  ended
November  28, 1998 could not be filed within the prescribed time period because
certain information relating  to  the  financing  and  operation  of  certain
subsidiaries could not be prepared by the Company within such time period
without unreasonable effort and expense.

                          PART IV -- OTHER INFORMATION

(1) Name  and  telephone  number  of  person  to  contact  in  regard  to  this
    notification.

    S. Fred Beck                    435                   750-5000
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        (Name)                   (Area Code)          (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
    Securities  Exchange Act of 1934 or Section 30 of the Investment Company Act
    of 1940 during the  preceding 12 months or for such shorter  period that the
    registrant  was required to file such  reports been filed?  If answer is no,
    identify report(s).

    [X] Yes     [ ] No

(3) Is it anticipated that any significant  change in results or operations from
    the  corresponding  period for the last fiscal year will be reflected by the
    earnings statements to be included in the subject report or portion thereof?

    [ ] Yes     [X] No

    If so, attach an explanation of the anticipated change, both narratively and
    quantitatively,  and,  if  separate,  state  the  reasons  why a  reasonable
    estimate of the results cannot be made.






                            ICON FITNESS CORPORATION
                               IHF HOLDINGS, INC.
                         ICON HEALTH & AND FITNESS, INC.
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                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

   Date: January 12, 1999           By: /s/ S. Fred Beck
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                                       S. Fred Beck
                                       Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the Registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                               ATTENTION
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      INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
                   CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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                              GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 (17 CFR 240/12b-25) of the General Rules
   and Regulations under the Securities Exchange Act of 1934.

2. One signed  original and four  conformed  copies of this form and  amendments
   thereto must have been  completed and filed with the  Securities and Exchange
   Commission,  Washington,  D.C.  20549,  in  accordance  with  Rule 0-3 of the
   General Rules and Regulations under the Act. The information  contained in or
   filed with the form will be made a matter of public record in the  Commission
   files.

3. A manually  signed copy of the form and  amendments  thereto  shall be filed
   with each national  securities  exchange on which any class of securities of
   the registrant is registered.

4. Amendments  to the  notifications  must also be filed on form 12b-25 but need
   not restate information that has been correctly furnished.  The form shall be
   clearly identified as an amended notification.