<PAGE>   1

   As filed with the Securities and Exchange Commission on February 27, 1998

                                                   Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                                 SPYGLASS, INC.
             (Exact name of registrant as specified in its charter)


             DELAWARE                                      37-1258139      
   (State or other jurisdiction of                      (I.R.S. Employer   
   incorporation or organization)                    Identification Number)


                    NAPERVILLE CORPORATE CENTER
            1240 EAST DIEHL ROAD, NAPERVILLE, ILLINOIS              60563
            (Address of Principal Executive Offices)              (Zip Code)


                           1995 STOCK INCENTIVE PLAN
                            (Full title of the Plan)


                               DOUGLAS P. COLBETH
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               C/O SPYGLASS, INC.
                          NAPERVILLE CORPORATE CENTER
                              1240 EAST DIEHL ROAD
                          NAPERVILLE, ILLINOIS   60563
                    (Name and address of agent for service)

                                 (630) 505-1010
         (Telephone number, including area code, of agent for service)

===============================================================================
                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                         Proposed maximum      Proposed maximum      Amount of
Title of securities     Amount to be    offering price per    aggregate offering    registration
  to be registered       registered            share                price                fee
--------------------  ----------------  --------------------  --------------------  ------------
<S>                   <C>               <C>                   <C>                   <C>
Common Stock, $.01
par value per share   1,500,000 shares      $8.078125(1)       $12,117,187.50(1)      $3,575.00
</TABLE>

------------------
(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low prices of the Registrant's
     Common Stock as reported by the Nasdaq National Market on February 24,
     1998 in accordance with Rules 457(c) and 457(h) of the Securities Act of
     1933.

==============================================================================



<PAGE>   2


                    STATEMENT OF INCORPORATION BY REFERENCE

     This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 33-95162, filed by
the Registrant on July 31, 1995 relating to the Registrant's 1995 Stock
Incentive Plan.















                                     -1-



<PAGE>   3


                                   SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Naperville, State of Illinois, on February 27, 1998.

                                     SPYGLASS, INC.                          
                                                                             
                                     By: /s/ Douglas P. Colbeth              
                                        -------------------------------------
                                        Douglas P. Colbeth                   
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

We, the undersigned officers and directors of Spyglass, Inc. hereby severally
constitute Douglas P. Colbeth, Gary L. Vilchick and Patrick J. Rondeau, Esq.,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all subsequent amendments to said Registration Statement, and generally to
do all such things in our names and behalf in our capacities as officers and
directors to enable Spyglass, Inc. to comply with all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
date indicated.


      Signature                   Title                         Date
      ---------                   -----                         ----

/s/ Douglas P. Colbeth  President, Chief Executive       February 27, 1998   
----------------------  Officer and Director                       
Douglas P. Colbeth      (principal executive officer)            
                                                
/s/ Gary L. Vilchick    Executive Vice President,        February 27, 1998   
----------------------  Finance, Administration and               
Gary L. Vilchick        Operations and Chief 
                        Financial Officer (principal
                        financial and accounting 
                        officer)              
                                                                             
/s/ Brian J. Jackman    Director                         February 27, 1998   
----------------------                                                       
Brian J. Jackman                                                             
                                                                             
/s/ Tim Krauskopf       Director                         February 27, 1998   
----------------------                                                       
Tim Krauskopf                                                                
                                                                             
/s/ Ray Rothrock        Director                         February 27, 1998   
----------------------                                                       
Ray Rothrock                                                                 
                                                                             
/s/ John Shackleton     Director                         February 27, 1998   
----------------------  
John Shackleton


<PAGE>   4


                                 EXHIBIT INDEX


Exhibit
Number        Description
-------       -----------

  4.1 (1)     Amended and Restated Certificate of Incorporation of the
              Registrant, as amended

  4.2 (2)     By-Laws of the Registrant

  4.3 (2)     Specimen certificate for shares of common stock.

  5.1         Opinion of Hale and Dorr LLP

 23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1)

 23.2         Consent of Ernst & Young LLP

 23.3         Consent of Price Waterhouse LLP

 24.1         Power of Attorney (included on the signature page of this
              Registration Statement)









______________

(1)  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-8 (File No. 333-04357) filed May 23, 1996.

(2)  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-1 (File No. 33-92174).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 7984}]
{"company-data": {"conformed-name": "SPYGLASS INC", "cik": "0000945256", "assigned-sic": "7372", "irs-number": "371258139", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47121", "film-number": "98553791"}, "business-address": {"street1": "1230 EAST DIEHL RD STE 304", "city": "NAPERVILLE", "state": "IL", "zip": "60563", "phone": "7085051010"}, "mail-address": {"street1": "1230 EAST DIEHL RD", "city": "NAPERVILLE", "state": "IL", "zip": "60563"}}
1

   As filed with the Securities and Exchange Commission on February 27, 1998

                                                   Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 SPYGLASS, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                      37-1258139      
   (State or other jurisdiction of                      (I.R.S. Employer   
   incorporation or organization)                    Identification Number)

                    NAPERVILLE CORPORATE CENTER
            1240 EAST DIEHL ROAD, NAPERVILLE, ILLINOIS              60563
            (Address of Principal Executive Offices)              (Zip Code)

                           1995 STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                               DOUGLAS P. COLBETH
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               C/O SPYGLASS, INC.
                          NAPERVILLE CORPORATE CENTER
                              1240 EAST DIEHL ROAD
                          NAPERVILLE, ILLINOIS   60563
                    (Name and address of agent for service)

                                 (630) 505-1010
         (Telephone number, including area code, of agent for service)

===============================================================================
                        CALCULATION OF REGISTRATION FEE
Proposed maximum      Proposed maximum      Amount of
Title of securities     Amount to be    offering price per    aggregate offering    registration
  to be registered       registered            share                price                fee
--------------------  ----------------  --------------------  --------------------  ------------
Common Stock, $.01
par value per share   1,500,000 shares      $8.078125(1)       $12,117,187.50(1)      $3,575.00
------------------
(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low prices of the Registrant's
     Common Stock as reported by the Nasdaq National Market on February 24,
     1998 in accordance with Rules 457(c) and 457(h) of the Securities Act of
     1933.

==============================================================================
2

                    STATEMENT OF INCORPORATION BY REFERENCE

     This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 33-95162, filed by
the Registrant on July 31, 1995 relating to the Registrant's 1995 Stock
Incentive Plan.

                                     -1-
3

                                   SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Naperville, State of Illinois, on February 27, 1998.

                                     SPYGLASS, INC.                          
                                                                             
                                     By: /s/ Douglas P. Colbeth              
                                        -------------------------------------
                                        Douglas P. Colbeth                   
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

We, the undersigned officers and directors of Spyglass, Inc. hereby severally
constitute Douglas P. Colbeth, Gary L. Vilchick and Patrick J. Rondeau, Esq.,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all subsequent amendments to said Registration Statement, and generally to
do all such things in our names and behalf in our capacities as officers and
directors to enable Spyglass, Inc. to comply with all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
date indicated.

      Signature                   Title                         Date
      ---------                   -----                         ----

/s/ Douglas P. Colbeth  President, Chief Executive       February 27, 1998   
----------------------  Officer and Director                       
Douglas P. Colbeth      (principal executive officer)            
                                                
/s/ Gary L. Vilchick    Executive Vice President,        February 27, 1998   
----------------------  Finance, Administration and               
Gary L. Vilchick        Operations and Chief 
                        Financial Officer (principal
                        financial and accounting 
                        officer)              
                                                                             
/s/ Brian J. Jackman    Director                         February 27, 1998   
----------------------                                                       
Brian J. Jackman                                                             
                                                                             
/s/ Tim Krauskopf       Director                         February 27, 1998   
----------------------                                                       
Tim Krauskopf                                                                
                                                                             
/s/ Ray Rothrock        Director                         February 27, 1998   
----------------------                                                       
Ray Rothrock                                                                 
                                                                             
/s/ John Shackleton     Director                         February 27, 1998   
----------------------  
John Shackleton
4

                                 EXHIBIT INDEX

Exhibit
Number        Description
-------       -----------

  4.1 (1)     Amended and Restated Certificate of Incorporation of the
              Registrant, as amended

  4.2 (2)     By-Laws of the Registrant

  4.3 (2)     Specimen certificate for shares of common stock.

  5.1         Opinion of Hale and Dorr LLP

 23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1)

 23.2         Consent of Ernst & Young LLP

 23.3         Consent of Price Waterhouse LLP

 24.1         Power of Attorney (included on the signature page of this
              Registration Statement)

______________

(1)  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-8 (File No. 333-04357) filed May 23, 1996.

(2)  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-1 (File No. 33-92174).