<PAGE>   1

                As filed with the Securities and Exchange Commission
                                   on May 23, 1996
                                          
                                                 Registration No. 33-_____
                                                                           
         ===================================================================

                         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)

                     1996 STOCK OPTION PLAN FOR FORMER SURFWATCH
                         SOFTWARE, INC. STOCK OPTION HOLDERS
                              (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)

                                   (708) 505-1010
            (Telephone number, including area code, of agent for service)

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

                                     Proposed   Proposed
         Title of                    maximum    maximum
         securities     Amount       offering   aggregate       Amount of
         to be          to be        price      offering        registration
         registered     registered   per share  price           fee           
       ------------    -----------  ---------- --------------  -------------
         Common Stock,   29,551     $26.875(1) $794,183.13(1)  $274.00
         $.01 par        shares    
         value
         ___________________________________________________________________
         (1)  Estimated solely for the purpose of calculating the
              registration fee, and based upon the average of the
              high and low prices of the Common Stock on the Nasdaq  
              National Market on May 21, 1996 in accordance with 
              Rules 457(c) and 457(h) of the Securities Act of 1933.
         ===================================================================
<PAGE>   2




         PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                   The information required by Part I is included in documents
         sent or given to participants in the Registrant's 1996 Stock Option
         Plan for Former Surfwatch Software, Inc. Stock Option Holders pursuant
         to Rule 428(b)(1) of the Securities Act of 1933, as amended
         (the "Securities Act").


         PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

              Item 3.  Incorporation of Certain Documents by Reference

                   The following documents, which are filed with the Securities
         and Exchange Commission (the "Commission"), are incorporated in this
         Registration Statement by reference:

                   (1)  The Registrant's latest annual report filed pursuant to
              Sections 13(a) or 15(d) of the Securities Exchange Act of 1934,
              as amended (the "Exchange Act"), or the latest prospectus filed
              pursuant to Rule 424(b) under the Securities Act that contains
              audited financial statements for the registrant's latest fiscal
              year for which such statements have been filed.

                   (2)  All other reports filed pursuant to Sections 13(a) or
              15(d) of the Exchange Act since the end of the fiscal year
              covered by the annual report or the prospectus referred to in (1)
              above.

                   (3)  The description of the common stock of the Registrant,
              $.01 par value per share (the "Common Stock"), contained in the
              Registrant's Registration Statement on Form 8-A filed under the
              Exchange Act, including any amendment or report filed for the
              purpose of updating such description.

                   All documents subsequently filed by the Registrant pursuant
         to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
         the filing of a post-effective amendment which indicates that all
         shares of Common Stock offered hereby have been sold or which
         deregisters all shares of Common Stock then remaining unsold, shall be
         deemed to be incorporated by reference herein and to be part hereof
         from the date of the filing of such documents.


              Item 4.  Description of Securities

                   Not applicable.



                                     II-1
<PAGE>   3


              Item 5.  Interests of Named Experts and Counsel

                   Not Applicable.


              Item 6.   Indemnification of Directors and Officers

                   Section 145 of the General Corporation Law of Delaware
         provides that a corporation has the power to indemnify a director,
         officer, employee or agent of the corporation and certain other
         persons serving at the request of the corporation in related
         capacities against amounts paid and expenses incurred in connection
         with an action or proceeding to which he is or is threatened to be
         made a party by reason of such position, if such person shall have
         acted in good faith and in a manner he reasonably believed to be in or
         not opposed to the best interests of the corporation, and, in any
         criminal proceeding, if such person had no reasonable cause to believe
         his conduct was unlawful; provided that, in the case of actions
         brought by or in the right of the corporation, no indemnification
         shall be made with respect to any matter as to which such person shall
         have been adjudged to be liable to the corporation unless and only to
         the extent that the adjudicating court determines that such
         indemnification is proper under the circumstances.

              Article NINTH of the Registrant's Amended and Restated
         Certificate of Incorporation provides that a director or officer of
         the Registrant (a) shall be indemnified by the Registrant against all
         expenses (including attorneys' fees), judgments, fines and amounts
         paid in settlement reasonably incurred in connection with any
         litigation or other legal proceeding (other than an action by or in
         the right of the Registrant) brought against him by virtue of his
         position as a director or officer of the Registrant if he acted in
         good faith and in a manner he reasonably believed to be in or not
         opposed to the best interests of the Registrant, and, with respect to
         any criminal action or proceeding, had no reasonable cause to believe
         his conduct was unlawful and (b) shall be indemnified by the
         Registrant against expenses (including attorneys' fees) and amounts
         paid in settlement reasonably incurred in connection with any action
         by or in the right of the Registrant by virtue of his position as a
         director or officer of the Registrant if he acted in good faith and in
         a manner he reasonably believed to be in or not opposed to the best
         interests of the Registrant, except that no indemnification shall be
         made with respect to any such matter as to which such director or
         officer shall have been adjudged to be liable to the Registrant,
         unless and only to the extent that a court determines that, despite
         the adjudication of liability but in view of all the circumstances of
         the case, such person is fairly and reasonably entitled to indemnity
         for such expenses as the court deems proper.  Notwithstanding the
         foregoing, to the extent that a director or officer has been
         successful, on the merits or otherwise, he shall be indemnified
         against all expenses (including attorneys' fees) reasonably incurred
         by him in connection therewith.  Expenses incurred in defending a


                                     II-2
<PAGE>   4

         civil or criminal action, suit or proceeding shall be advanced by the
         Registrant to a director or officer, at his request, upon receipt of
         an undertaking by the director or officer to repay such amount if it
         is ultimately determined that he is not entitled to indemnification.

              Indemnification is required to be made unless the Registrant
         determines (in the manner provided in the Amended and Restated
         Certificate of Incorporation) that the applicable standard of conduct
         required for indemnification has not been met.  In the event of a
         determination by the Registrant that the director or officer did not
         meet the applicable standard of conduct required for indemnification,
         or if the Registrant fails to make an indemnification payment within
         60 days after such payment is claimed by such person, such person is
         permitted to petition a court to make an independent determination as
         to whether such person is entitled to indemnification.  As a condition
         precedent to the right of indemnification, the director or officer
         must give the Registrant notice of the action for which indemnity is
         sought and the Registrant has the right to participate in such action
         or assume the defense thereof.

              Article NINTH of the Registrant's Amended and Restated
         Certificate of Incorporation further provides that the indemnification
         provided therein is not exclusive, and provides that in the event that
         the Delaware General Corporation Law is amended to expand the
         indemnification permitted to directors or officers, the Registrant
         must indemnify those persons to the fullest extent permitted by such
         law as so amended.

              The Company has purchased a general liability insurance policy
         which covers certain liabilities of directors and officers of the
         Company arising out of claims based on acts or omissions in their
         capacity as directors or officers.

              Article EIGHTH of the Registrant's Amended and Restated
         Certificate of Incorporation provides that, except to the extent that
         the General Corporation Law of Delaware prohibits the elimination or
         limitation of liability of directors for breaches of fiduciary duty,
         no director of the Registrant shall be personally liable to the
         Registrant or its stockholders for monetary damages for any breach of
         fiduciary duty as  a director.

              Item 7.  Exemption from Registration Claimed

                   Not applicable.






                                     II-3


<PAGE>   5


              Item 8.  Exhibits

            Exhibit                                                     
            Number           Description                                 

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

            4.2 (1)     By-Laws of the Registrant

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

            5.1         Opinion of Hale and Dorr 

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

           23.2         Consent of Price Waterhouse L.L.P.

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


              Item 9.  Undertakings

                   1.   The Registrant hereby undertakes:

                   (1)  To file, during any period in which offers or sales
              are being made, a post-effective amendment to this Registration
              Statement:

                        (i)  To include any prospectus required by Section
                   10(a)(3) of the Securities Act;

                        (ii)  To reflect in the prospectus any facts or
                   events arising after the effective date of the
                   Registration Statement (or the most recent post-effective
                   amendment thereof) which, individually or in the
                   aggregate, represent a fundamental change in the
                   information set forth in the Registration Statement; and

                        (iii)  To include any material information with
                   respect to the plan of distribution not previously
                   disclosed in the Registration Statement or any material
                   change to such information in the Registration Statement;

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


                                     II-4
<PAGE>   6

                   provided, however, that paragraphs (i) and (ii) do not
              apply if the Registration Statement is on Form S-3 or Form S-8,
              and the information required to be included in a post-effective
              amendment by those paragraphs is contained in periodic reports
              filed by the Registrant pursuant to Section 13 or Section 15(d)
              of the Exchange Act that are incorporated by reference in the
              Registration Statement.

                   (2)  That, for the purpose of determining any liability
              under the Securities Act, each such post-effective amendment
              shall be deemed to be a new Registration Statement relating to
              the securities offered therein, and the offering of such
              securities at that time shall be deemed to be the initial bona
              fide offering thereof.

                   (3)  To remove from registration by means of a post-
              effective amendment any of the securities being registered
              which remain unsold at the termination of the offering.

                   2.  The Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of
         the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Exchange Act (and, where applicable, each filing of an
         employee benefit plan's annual report pursuant to Section 15(d) of
         the Exchange Act) that is incorporated by reference in the
         Registration Statement shall be deemed to be a new Registration
         Statement relating to the securities offered therein, and the
         offering of such securities at that time shall be deemed to be in
         the initial bona fide offering thereof.

                   3.  Insofar as indemnification for liabilities arising
         under the Securities Act may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions, or otherwise, the Registrant has been advised that in
         the opinion of the Commission such indemnification is against public
         policy as expressed in the Securities Act and is, therefore,
         unenforceable.  In the event that a claim for indemnification
         against such liabilities (other than the payment by the Registrant
         of expenses incurred or paid by a director, officer or controlling
         person of the Registrant in the successful defense of any action,
         suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being
         registered, the Registrant will, unless in the opinion of its
         counsel the matter has been settled by controlling precedent, submit
         to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of
         such issue.


                                     II-5



<PAGE>   7
                                      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 May 23, 1996.


                                            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 Vilchick,
         Thomas S. Lewicki 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.




                                     II-6









<PAGE>   8


              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         ) May 23,1996
         ---------------------       Executive Officer and    ) 
         Douglas P. Colbeth          Director (principal      )
                                     executive officer)       )
                                                              ) 
                                                              ) 
                                                              ) 
         /s/ Gary Vilchick           Chief Financial Officer  ) May 23,1996
         -----------------           (principal financial     )        
         Gary Vilchick                           officer)     )
                                                              )
                                                              )
         /s/ Thomas S. Lewicki       Treasurer and Controller ) May 23,1996
         ---------------------       (principal accounting    )         
         Thomas S. Lewicki                       officer)     ) 
                                                              )
                                                              )
         /s/ Tim Krauskopf           Director                 ) May 23,1996
         -----------------                                    )         
         Tim Krauskopf                                        )
                                                              )
         /s/ William S. Kaiser       Director                 ) May 23,1996
         ---------------------                                )         
         William S. Kaiser                                    ) 
                                                              ) 
         /s/ Ray Rothrock            Director                 ) May 23,1996
         ----------------                                     )         
         Ray Rothrock                                         ) 
                                                              ) 
         /s/ Steven R. Vana-Paxhia   Director                 ) May 23,1996
         --------------------------                           )         
         Steven R. Vana-Paxhia









                                     II-7



<PAGE>   9

                                    Exhibit Index


    Exhibit                                                      
    Number       Description                                     

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

       4.2 (1)   By-Laws of the Registrant

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

       5.1       Opinion of Hale and Dorr                            

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

      23.2       Consent of Price Waterhouse L.L.P.

      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-1 (File No. 33-92174). 



                                       II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22766}]
{"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": "333-04357", "film-number": "96571425"}, "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 May 23, 1996
                                          
                                                 Registration No. 33-_____
                                                                           
         ===================================================================

                         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)

                     1996 STOCK OPTION PLAN FOR FORMER SURFWATCH
                         SOFTWARE, INC. STOCK OPTION HOLDERS
                              (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)

                                   (708) 505-1010
            (Telephone number, including area code, of agent for service)

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

                                     Proposed   Proposed
         Title of                    maximum    maximum
         securities     Amount       offering   aggregate       Amount of
         to be          to be        price      offering        registration
         registered     registered   per share  price           fee           
       ------------    -----------  ---------- --------------  -------------
         Common Stock,   29,551     $26.875(1) $794,183.13(1)  $274.00
         $.01 par        shares    
         value
         ___________________________________________________________________
         (1)  Estimated solely for the purpose of calculating the
              registration fee, and based upon the average of the
              high and low prices of the Common Stock on the Nasdaq  
              National Market on May 21, 1996 in accordance with 
              Rules 457(c) and 457(h) of the Securities Act of 1933.
         ===================================================================
2

         PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                   The information required by Part I is included in documents
         sent or given to participants in the Registrant's 1996 Stock Option
         Plan for Former Surfwatch Software, Inc. Stock Option Holders pursuant
         to Rule 428(b)(1) of the Securities Act of 1933, as amended
         (the "Securities Act").

         PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

              Item 3.  Incorporation of Certain Documents by Reference

                   The following documents, which are filed with the Securities
         and Exchange Commission (the "Commission"), are incorporated in this
         Registration Statement by reference:

                   (1)  The Registrant's latest annual report filed pursuant to
              Sections 13(a) or 15(d) of the Securities Exchange Act of 1934,
              as amended (the "Exchange Act"), or the latest prospectus filed
              pursuant to Rule 424(b) under the Securities Act that contains
              audited financial statements for the registrant's latest fiscal
              year for which such statements have been filed.

                   (2)  All other reports filed pursuant to Sections 13(a) or
              15(d) of the Exchange Act since the end of the fiscal year
              covered by the annual report or the prospectus referred to in (1)
              above.

                   (3)  The description of the common stock of the Registrant,
              $.01 par value per share (the "Common Stock"), contained in the
              Registrant's Registration Statement on Form 8-A filed under the
              Exchange Act, including any amendment or report filed for the
              purpose of updating such description.

                   All documents subsequently filed by the Registrant pursuant
         to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
         the filing of a post-effective amendment which indicates that all
         shares of Common Stock offered hereby have been sold or which
         deregisters all shares of Common Stock then remaining unsold, shall be
         deemed to be incorporated by reference herein and to be part hereof
         from the date of the filing of such documents.

              Item 4.  Description of Securities

                   Not applicable.

                                     II-1
3

              Item 5.  Interests of Named Experts and Counsel

                   Not Applicable.

              Item 6.   Indemnification of Directors and Officers

                   Section 145 of the General Corporation Law of Delaware
         provides that a corporation has the power to indemnify a director,
         officer, employee or agent of the corporation and certain other
         persons serving at the request of the corporation in related
         capacities against amounts paid and expenses incurred in connection
         with an action or proceeding to which he is or is threatened to be
         made a party by reason of such position, if such person shall have
         acted in good faith and in a manner he reasonably believed to be in or
         not opposed to the best interests of the corporation, and, in any
         criminal proceeding, if such person had no reasonable cause to believe
         his conduct was unlawful; provided that, in the case of actions
         brought by or in the right of the corporation, no indemnification
         shall be made with respect to any matter as to which such person shall
         have been adjudged to be liable to the corporation unless and only to
         the extent that the adjudicating court determines that such
         indemnification is proper under the circumstances.

              Article NINTH of the Registrant's Amended and Restated
         Certificate of Incorporation provides that a director or officer of
         the Registrant (a) shall be indemnified by the Registrant against all
         expenses (including attorneys' fees), judgments, fines and amounts
         paid in settlement reasonably incurred in connection with any
         litigation or other legal proceeding (other than an action by or in
         the right of the Registrant) brought against him by virtue of his
         position as a director or officer of the Registrant if he acted in
         good faith and in a manner he reasonably believed to be in or not
         opposed to the best interests of the Registrant, and, with respect to
         any criminal action or proceeding, had no reasonable cause to believe
         his conduct was unlawful and (b) shall be indemnified by the
         Registrant against expenses (including attorneys' fees) and amounts
         paid in settlement reasonably incurred in connection with any action
         by or in the right of the Registrant by virtue of his position as a
         director or officer of the Registrant if he acted in good faith and in
         a manner he reasonably believed to be in or not opposed to the best
         interests of the Registrant, except that no indemnification shall be
         made with respect to any such matter as to which such director or
         officer shall have been adjudged to be liable to the Registrant,
         unless and only to the extent that a court determines that, despite
         the adjudication of liability but in view of all the circumstances of
         the case, such person is fairly and reasonably entitled to indemnity
         for such expenses as the court deems proper.  Notwithstanding the
         foregoing, to the extent that a director or officer has been
         successful, on the merits or otherwise, he shall be indemnified
         against all expenses (including attorneys' fees) reasonably incurred
         by him in connection therewith.  Expenses incurred in defending a

                                     II-2
4

         civil or criminal action, suit or proceeding shall be advanced by the
         Registrant to a director or officer, at his request, upon receipt of
         an undertaking by the director or officer to repay such amount if it
         is ultimately determined that he is not entitled to indemnification.

              Indemnification is required to be made unless the Registrant
         determines (in the manner provided in the Amended and Restated
         Certificate of Incorporation) that the applicable standard of conduct
         required for indemnification has not been met.  In the event of a
         determination by the Registrant that the director or officer did not
         meet the applicable standard of conduct required for indemnification,
         or if the Registrant fails to make an indemnification payment within
         60 days after such payment is claimed by such person, such person is
         permitted to petition a court to make an independent determination as
         to whether such person is entitled to indemnification.  As a condition
         precedent to the right of indemnification, the director or officer
         must give the Registrant notice of the action for which indemnity is
         sought and the Registrant has the right to participate in such action
         or assume the defense thereof.

              Article NINTH of the Registrant's Amended and Restated
         Certificate of Incorporation further provides that the indemnification
         provided therein is not exclusive, and provides that in the event that
         the Delaware General Corporation Law is amended to expand the
         indemnification permitted to directors or officers, the Registrant
         must indemnify those persons to the fullest extent permitted by such
         law as so amended.

              The Company has purchased a general liability insurance policy
         which covers certain liabilities of directors and officers of the
         Company arising out of claims based on acts or omissions in their
         capacity as directors or officers.

              Article EIGHTH of the Registrant's Amended and Restated
         Certificate of Incorporation provides that, except to the extent that
         the General Corporation Law of Delaware prohibits the elimination or
         limitation of liability of directors for breaches of fiduciary duty,
         no director of the Registrant shall be personally liable to the
         Registrant or its stockholders for monetary damages for any breach of
         fiduciary duty as  a director.

              Item 7.  Exemption from Registration Claimed

                   Not applicable.

                                     II-3
5

              Item 8.  Exhibits

            Exhibit                                                     
            Number           Description                                 

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

            4.2 (1)     By-Laws of the Registrant

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

            5.1         Opinion of Hale and Dorr 

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

           23.2         Consent of Price Waterhouse L.L.P.

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

              Item 9.  Undertakings

                   1.   The Registrant hereby undertakes:

                   (1)  To file, during any period in which offers or sales
              are being made, a post-effective amendment to this Registration
              Statement:

                        (i)  To include any prospectus required by Section
                   10(a)(3) of the Securities Act;

                        (ii)  To reflect in the prospectus any facts or
                   events arising after the effective date of the
                   Registration Statement (or the most recent post-effective
                   amendment thereof) which, individually or in the
                   aggregate, represent a fundamental change in the
                   information set forth in the Registration Statement; and

                        (iii)  To include any material information with
                   respect to the plan of distribution not previously
                   disclosed in the Registration Statement or any material
                   change to such information in the Registration Statement;

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

                                     II-4
6

                   provided, however, that paragraphs (i) and (ii) do not
              apply if the Registration Statement is on Form S-3 or Form S-8,
              and the information required to be included in a post-effective
              amendment by those paragraphs is contained in periodic reports
              filed by the Registrant pursuant to Section 13 or Section 15(d)
              of the Exchange Act that are incorporated by reference in the
              Registration Statement.

                   (2)  That, for the purpose of determining any liability
              under the Securities Act, each such post-effective amendment
              shall be deemed to be a new Registration Statement relating to
              the securities offered therein, and the offering of such
              securities at that time shall be deemed to be the initial bona
              fide offering thereof.

                   (3)  To remove from registration by means of a post-
              effective amendment any of the securities being registered
              which remain unsold at the termination of the offering.

                   2.  The Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of
         the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Exchange Act (and, where applicable, each filing of an
         employee benefit plan's annual report pursuant to Section 15(d) of
         the Exchange Act) that is incorporated by reference in the
         Registration Statement shall be deemed to be a new Registration
         Statement relating to the securities offered therein, and the
         offering of such securities at that time shall be deemed to be in
         the initial bona fide offering thereof.

                   3.  Insofar as indemnification for liabilities arising
         under the Securities Act may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions, or otherwise, the Registrant has been advised that in
         the opinion of the Commission such indemnification is against public
         policy as expressed in the Securities Act and is, therefore,
         unenforceable.  In the event that a claim for indemnification
         against such liabilities (other than the payment by the Registrant
         of expenses incurred or paid by a director, officer or controlling
         person of the Registrant in the successful defense of any action,
         suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being
         registered, the Registrant will, unless in the opinion of its
         counsel the matter has been settled by controlling precedent, submit
         to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of
         such issue.

                                     II-5
7
                                      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 May 23, 1996.

                                            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 Vilchick,
         Thomas S. Lewicki 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.

                                     II-6
8

              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         ) May 23,1996
         ---------------------       Executive Officer and    ) 
         Douglas P. Colbeth          Director (principal      )
                                     executive officer)       )
                                                              ) 
                                                              ) 
                                                              ) 
         /s/ Gary Vilchick           Chief Financial Officer  ) May 23,1996
         -----------------           (principal financial     )        
         Gary Vilchick                           officer)     )
                                                              )
                                                              )
         /s/ Thomas S. Lewicki       Treasurer and Controller ) May 23,1996
         ---------------------       (principal accounting    )         
         Thomas S. Lewicki                       officer)     ) 
                                                              )
                                                              )
         /s/ Tim Krauskopf           Director                 ) May 23,1996
         -----------------                                    )         
         Tim Krauskopf                                        )
                                                              )
         /s/ William S. Kaiser       Director                 ) May 23,1996
         ---------------------                                )         
         William S. Kaiser                                    ) 
                                                              ) 
         /s/ Ray Rothrock            Director                 ) May 23,1996
         ----------------                                     )         
         Ray Rothrock                                         ) 
                                                              ) 
         /s/ Steven R. Vana-Paxhia   Director                 ) May 23,1996
         --------------------------                           )         
         Steven R. Vana-Paxhia

                                     II-7
9

                                    Exhibit Index

    Exhibit                                                      
    Number       Description                                     

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

       4.2 (1)   By-Laws of the Registrant

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

       5.1       Opinion of Hale and Dorr                            

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

      23.2       Consent of Price Waterhouse L.L.P.

      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-1 (File No. 33-92174). 

                                       II-8