<PAGE>
 
                                   The Registrant requests effectiveness of this
                                Registration Statement upon filing in accordance
                                                               with Rule 462(a).

          As filed with the Securities & Exchange Commission on October 11, 1996
                                        Registration No. _______________________

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                           _________________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                   UNDER THE
                            SECURITIES ACT OF 1933
                           _________________________

                         ONLINE SYSTEM SERVICES, INC.
              (Exact name of issuer as specified in its charter)


            Colorado                                    84-1293864
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                           _________________________

                         1800 GLENARM PLACE, SUITE 800
                            DENVER, COLORADO  80202
                                 (303) 296-9200
         (Address and telephone number of principal executive offices)
                           _________________________

                           STOCK OPTION PLAN OF 1995
                            (Full title of the Plan)

                                R. Steven Adams
                          Online System Services, Inc.
                         1800 Glenarm Place, Suite 800
                            Denver, Colorado  80202
                                 (303) 296-9200
      (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)
                           _________________________

    Approximate date of proposed commencement of sales pursuant to the Plan:
     From time to time after this Registration Statement becomes effective.
                           _________________________
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================
    Title of         Amount    Proposed maximum    Proposed maximum     Amount of
  securities to      to be      offering price    aggregate offering   registration
  be registered    registered   per share (1)         price (1)          fee (1)
===================================================================================
<S>                <C>          <C>               <C>                  <C>
Common Stock,       700,000         $4.59             $3,213,000        $1,107.93
 no par value
-----------------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h) of Regulation C based upon the price of
     $4.59, which represents the last sale reported for such stock in the NASDAQ
     Small Cap Market on October 8, 1996.


                    INCORPORATION OF DOCUMENTS BY REFERENCE

     The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance therewith,
files reports and other information with the Securities and Exchange Commission
("Commission").  The following documents, which have been filed by the Company
with the Commission pursuant to the Exchange Act (File No. 0-28462), are
incorporated by reference in this registration statement:

          (a)  The Company's Quarterly Report on Form 10-QSB for the quarter
     ended June 30, 1996; and

          (b)  The description of the Company's stock contained in the Company's
     Registration Statement in Form 8-A, as amended, declared effective by the
     Commission as of May 23, 1996.

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


                                 LEGAL MATTERS

     Certain legal matters with respect to the legality of the issuance of the
shares of Common Stock offered hereby will be passed upon for the Company by
Gray, Plant, Mooty, Mooty & Bennett, P.A., Minneapolis, Minnesota.  A principal
of Gray, Plant, Mooty, Mooty & Bennett, P.A. is the beneficial owner of 40,000
shares of the Common Stock of the Company.
<PAGE>
 
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article IX of the Company's Articles of Incorporation provides that the
Company shall indemnify, to the full extent permitted by Colorado law, any
director, officer, employee or agent of the corporation made or threatened to be
made a party to a proceeding, by reason of the former or present official of the
person, against judgments, penalties, fines, settlements and reasonable expenses
incurred by the person in connection with the proceeding if certain standards
are met.

     The Company's Articles of Incorporation limit the liability of its
directors to the fullest extent permitted by the Colorado Business Corporation
Act. Specifically, directors of the Company will not be personally liable for
monetary damages for breach of fiduciary duty as directors, except for (i) any
breach of the duty of loyalty to the Company or its shareholders, (ii) acts or
omissions not in good faith or that involved intentional misconduct or a knowing
violation of law, (iii) dividends or other distributions of corporate assets
that are in contravention of certain statutory or contractual restrictions, (iv)
violations of certain laws, or (v) any transaction from which the director
derives an improper personal benefit. Liability under federal securities law is
not limited by the Articles.


                                   EXHIBITS

 
4.1  Specimen Form of Common Stock Certificate*
 
4.2  Reserved
 
4.3  Stock Option Plan of 1995*
 
4.4  Form of Incentive Stock Option Agreement for Stock Option Plan of 1995*
                              
4.5  Form of Nonstatutory Stock Option Agreement for Stock Option Plan of 1995*
                              
5.1  Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.
                              
23.1 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (contained in Exhibit 
     5.1 of this Registration Statement).
                                                     
23.2 Consent of Jones, Jensen & Company
 
30.1 Powers of Attorney (included on the signature page of this Registration 
     Statement).
                             
____________________
*    Incorporated by reference to the same exhibit number included with the
     Company's Registration Statement filed on Form SB-2, as amended (File No.
     333-3282-D).


                                 UNDERTAKINGS

     A.   The undersigned registrant hereby undertakes:
<PAGE>
 
          (1)  to file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement 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;

          (2)  that, for the purpose of determining any liability under the
     Securities Act of 1933, 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; and

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

     B.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 the initial bona fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant as discussed above, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Denver, Colorado on this 9th day of October, 1996.

                                       ONLINE SYSTEM SERVICES, INC.



                                       By /s/ R. Steven Adams
                                         --------------------
                                              R. Steven Adams, President and
                                              Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints R. Steven Adams and Robert M. Geller, and each or
any one of them, his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.



/s/ R. Steven Adams     President and Director            October 9, 1996
-------------------     (Principal Executive Officer)
R. Steven Adams         


/s/ Robert M. Geller    Vice President-Chief              October 9, 1996
--------------------    Financial Officer (Principal)       
Robert M. Geller        Financial Officer and Principal
                        Accounting Officer) and
                        Director
                        
/s/ H. Robert Gill      Director                          October 9, 1996
------------------                                                       
H. Robert Gill
--------------


/s/ Robert J. Lewis     Director                          October 9, 1996
-------------------                                                      
Robert J. Lewis
---------------

/s/ Paul H. Spieker     Director                          October 9, 1996
-------------------                                                      
Paul H. Spieker
---------------
<PAGE>
 
                               INDEX TO EXHIBITS
                               -----------------
<TABLE>
<CAPTION>
 
 
EXHIBIT                                                    PAGE
-------                                                    ----
 
<S>        <C>                                             <C>
  4.1      Specimen Form of Common Stock Certificate*       --
 
  4.3      Stock Option Plan of 1995*                       --
 
  4.4      Form of Incentive Stock Option Agreement for     --
           Stock Option Plan of 1995*
 
  4.5      Form of Nonstatutory Stock Option Agreement      --
           for Stock Option Plan of 1995*
 
  5.1      Opinion of Gray, Plant, Mooty, Mooty &
           Bennett, P.A.
 
 23.1      Consent of Gray, Plant, Mooty, Mooty &           --
           Bennett, P.A. (see Exhibit 5.1 to this
           Registration Statement)
 
 23.2      Consent of Jones, Jensen & Company
 
 30.1      Power of Attorney (included on the signature     --
           page of this Registration Statement)

</TABLE>

____________________
*    Incorporated by reference to the same exhibit number included with the
     Company's Registration Statement filed on Form SB-2, as amended (File No.
     333-3282-D).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14317}]
{"company-data": {"conformed-name": "ONLINE SYSTEM SERVICES INC", "cik": "0001011901", "assigned-sic": "7373", "irs-number": "841293864", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13983", "film-number": "96642632"}, "business-address": {"street1": "1800 GLENARM PLACE", "street2": "SUITE 800", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3032969200"}, "mail-address": {"street1": "1800 GLENARM PL", "street2": "SUITE 800", "city": "DENVER", "state": "CO", "zip": "80202"}}
The Registrant requests effectiveness of this
                                Registration Statement upon filing in accordance
                                                               with Rule 462(a).

          As filed with the Securities & Exchange Commission on October 11, 1996
                                        Registration No. _______________________

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                           _________________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                   UNDER THE
                            SECURITIES ACT OF 1933
                           _________________________

                         ONLINE SYSTEM SERVICES, INC.
              (Exact name of issuer as specified in its charter)

            Colorado                                    84-1293864
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                           _________________________

                         1800 GLENARM PLACE, SUITE 800
                            DENVER, COLORADO  80202
                                 (303) 296-9200
         (Address and telephone number of principal executive offices)
                           _________________________

                           STOCK OPTION PLAN OF 1995
                            (Full title of the Plan)

                                R. Steven Adams
                          Online System Services, Inc.
                         1800 Glenarm Place, Suite 800
                            Denver, Colorado  80202
                                 (303) 296-9200
      (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)
                           _________________________

    Approximate date of proposed commencement of sales pursuant to the Plan:
     From time to time after this Registration Statement becomes effective.
                           _________________________
CALCULATION OF REGISTRATION FEE
===================================================================================
    Title of         Amount    Proposed maximum    Proposed maximum     Amount of
  securities to      to be      offering price    aggregate offering   registration
  be registered    registered   per share (1)         price (1)          fee (1)
===================================================================================
Common Stock,       700,000         $4.59             $3,213,000        $1,107.93
 no par value
-----------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h) of Regulation C based upon the price of
     $4.59, which represents the last sale reported for such stock in the NASDAQ
     Small Cap Market on October 8, 1996.

                    INCORPORATION OF DOCUMENTS BY REFERENCE

     The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance therewith,
files reports and other information with the Securities and Exchange Commission
("Commission").  The following documents, which have been filed by the Company
with the Commission pursuant to the Exchange Act (File No. 0-28462), are
incorporated by reference in this registration statement:

          (a)  The Company's Quarterly Report on Form 10-QSB for the quarter
     ended June 30, 1996; and

          (b)  The description of the Company's stock contained in the Company's
     Registration Statement in Form 8-A, as amended, declared effective by the
     Commission as of May 23, 1996.

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

                                 LEGAL MATTERS

     Certain legal matters with respect to the legality of the issuance of the
shares of Common Stock offered hereby will be passed upon for the Company by
Gray, Plant, Mooty, Mooty & Bennett, P.A., Minneapolis, Minnesota.  A principal
of Gray, Plant, Mooty, Mooty & Bennett, P.A. is the beneficial owner of 40,000
shares of the Common Stock of the Company.
INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article IX of the Company's Articles of Incorporation provides that the
Company shall indemnify, to the full extent permitted by Colorado law, any
director, officer, employee or agent of the corporation made or threatened to be
made a party to a proceeding, by reason of the former or present official of the
person, against judgments, penalties, fines, settlements and reasonable expenses
incurred by the person in connection with the proceeding if certain standards
are met.

     The Company's Articles of Incorporation limit the liability of its
directors to the fullest extent permitted by the Colorado Business Corporation
Act. Specifically, directors of the Company will not be personally liable for
monetary damages for breach of fiduciary duty as directors, except for (i) any
breach of the duty of loyalty to the Company or its shareholders, (ii) acts or
omissions not in good faith or that involved intentional misconduct or a knowing
violation of law, (iii) dividends or other distributions of corporate assets
that are in contravention of certain statutory or contractual restrictions, (iv)
violations of certain laws, or (v) any transaction from which the director
derives an improper personal benefit. Liability under federal securities law is
not limited by the Articles.

                                   EXHIBITS

 
4.1  Specimen Form of Common Stock Certificate*
 
4.2  Reserved
 
4.3  Stock Option Plan of 1995*
 
4.4  Form of Incentive Stock Option Agreement for Stock Option Plan of 1995*
                              
4.5  Form of Nonstatutory Stock Option Agreement for Stock Option Plan of 1995*
                              
5.1  Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.
                              
23.1 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (contained in Exhibit 
     5.1 of this Registration Statement).
                                                     
23.2 Consent of Jones, Jensen & Company
 
30.1 Powers of Attorney (included on the signature page of this Registration 
     Statement).
                             
____________________
*    Incorporated by reference to the same exhibit number included with the
     Company's Registration Statement filed on Form SB-2, as amended (File No.
     333-3282-D).

                                 UNDERTAKINGS

     A.   The undersigned 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 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;

          (2)  that, for the purpose of determining any liability under the
     Securities Act of 1933, 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; and

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

     B.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 the initial bona fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant as discussed above, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Denver, Colorado on this 9th day of October, 1996.

                                       ONLINE SYSTEM SERVICES, INC.

                                       By /s/ R. Steven Adams
                                         --------------------
                                              R. Steven Adams, President and
                                              Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints R. Steven Adams and Robert M. Geller, and each or
any one of them, his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

/s/ R. Steven Adams     President and Director            October 9, 1996
-------------------     (Principal Executive Officer)
R. Steven Adams         

/s/ Robert M. Geller    Vice President-Chief              October 9, 1996
--------------------    Financial Officer (Principal)       
Robert M. Geller        Financial Officer and Principal
                        Accounting Officer) and
                        Director
                        
/s/ H. Robert Gill      Director                          October 9, 1996
------------------                                                       
H. Robert Gill
--------------

/s/ Robert J. Lewis     Director                          October 9, 1996
-------------------                                                      
Robert J. Lewis
---------------

/s/ Paul H. Spieker     Director                          October 9, 1996
-------------------                                                      
Paul H. Spieker
---------------
INDEX TO EXHIBITS
                               -----------------
EXHIBIT                                                    PAGE
-------                                                    ----
4.1      Specimen Form of Common Stock Certificate*       --
 
  4.3      Stock Option Plan of 1995*                       --
 
  4.4      Form of Incentive Stock Option Agreement for     --
           Stock Option Plan of 1995*
 
  4.5      Form of Nonstatutory Stock Option Agreement      --
           for Stock Option Plan of 1995*
 
  5.1      Opinion of Gray, Plant, Mooty, Mooty &
           Bennett, P.A.
 
 23.1      Consent of Gray, Plant, Mooty, Mooty &           --
           Bennett, P.A. (see Exhibit 5.1 to this
           Registration Statement)
 
 23.2      Consent of Jones, Jensen & Company
 
 30.1      Power of Attorney (included on the signature     --
           page of this Registration Statement)
____________________
*    Incorporated by reference to the same exhibit number included with the
     Company's Registration Statement filed on Form SB-2, as amended (File No.
     333-3282-D).