<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 2000
                                              REGISTRATION NO. 33-______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------
                      TICKETMASTER ONLINE-CITYSEARCH, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                     95-4546874
  (State or other jurisdiction of             (I.R.S. Employer Identification
  incorporation or organization)                          Number)
                         790 E. COLORADO BLVD., STE. 200
                           PASADENA, CALIFORNIA 91101
                                 (626) 405-0050
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                          ----------------------------
                                 1999 STOCK PLAN
                            (FULL TITLE OF THE PLAN)

                          ----------------------------

                                Charles Conn, III
                             CHIEF EXECUTIVE OFFICER
                      Ticketmaster Online-CitySearch, Inc.
                         790 E. Colorado Blvd., Ste. 200
                           Pasadena, California 91101
                                 (626) 405-0050
       (Name, address, including zip code, and telephone number, including
                  area code, of agent for service of process)

                          ----------------------------

                                 WITH A COPY TO:
                             Kenneth M. Doran, Esq.
                             Gibson, Dunn & Crutcher
                             333 South Grand Avenue
                          Los Angeles, California 90071
                                 (213) 229-7000
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
                                                                                                Proposed
                                                                        Proposed Maximum         Maximum
                                                      Amount to be     Offering Price Per       Aggregate        Amount of
       Title of Securities to be Registered           Registered(1)        Security(2)      Offering Price(2) Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
       <S>                                            <C>              <C>                  <C>               <C>
       Class B Common Stock, $.01 Par Value             4,000,000           $37.1763          $148,705,200       $39,259
================================================================================================================================
</TABLE>

(1)      Includes 4,000,000 shares to be registered under the 1999 Stock Option
Plan (the "1999 Plan").

(2)      The Proposed Maximum Offering Price Per Share was estimated pursuant to
Rule 457(h) under the Securities Act of 1933, as amended. The weighted average
exercise price of the 2,712,975 shares of Class B Common Stock subject to
outstanding options under the 1999 Plan is $38.95. With respect to the 1,287,025
shares of Class B Common Stock available for future grants under the 1999 Plan,
the estimated Proposed Maximum Offering Price Per Share was estimated pursuant
to Rule 457(c) based upon the average between the high and low price of the
Class B Common Stock reported in the Nasdaq National Market on February 17,
2000, which average was $33.4375. The number referenced above in the table
entitled "Proposed Maximum Offering Price Per Share" represents a weighted
average of the foregoing estimates calculated in accordance with Rules 457(h)
and 457(c).

<PAGE>


                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  PLAN INFORMATION

         Not filed as part of this Registration Statement pursuant to Rule 428
under the Securities Act of 1933, as amended (the "Securities Act") and Note to
Part 1 of Form S-8.

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not filed as part of this Registration Statement pursuant to Rule 428
under the Securities Act and Note to Part 1 of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which previously have been filed by the
Registrant with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:

         (i) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998;

         (ii) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1999, June 30, 1999 and ended September 30, 1999;

         (iii) The Registrant's Current Reports on Form 8-K, filed with the
Commission on April 29, 1999, August 3, 1999, September 29, 1999 and January 28,
2000;

         (iv) The description of the Registrant's Class B Common Stock to be
offered hereby is contained in the Registrant's Registration Statement on Form
8-A filed with the Securities and Exchange Commission on November 6, 1998
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or report filed for the purpose of
updating such description; and

         (v) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (i) above.

         All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior


<PAGE>

to the filing of a post-effective amendment hereto, which indicates that all
securities offered hereunder have been sold or which 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 of such
documents.

         For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters with respect to the legality of the issuance of
the shares of Class B Common Stock registered hereby will be passed upon for the
Registrant by Gibson, Dunn & Crutcher LLP, Los Angeles, California.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Restated Certificate of Incorporation limits the
liability of directors for breach of fiduciary duty as a director to the maximum
extent permitted by the Delaware General Corporations Law ("DGCL"). The DGCL
provides that a corporation's certificate of incorporation may contain a
provision eliminating or limiting the personal liability of directors for
monetary damages for breach of their fiduciary duties as directors, except for
liability (i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
for in Section 174 of the DGCL or (iv) for any transaction from which the
director derived an improper personal benefit. The Registrant's Restated
Certificate of Incorporation also provides that the Registrant is required to
indemnify to the fullest extent permitted by law any director, officer or
employee of the Registrant.

         The Registrant's Restated Bylaws provide that (i) the Registrant is
required to indemnify its directors and officers to the maximum extent permitted
by the DGCL, subject to certain very limited exceptions, (ii) the Registrant may
indemnify its other employees and agents to the maximum extent permitted by the
DGCL, (iii) the Registrant is required to advance expenses, as incurred, to its
directors and officers in connection with a legal proceeding, subject to certain
very limited exceptions and (iv) the rights conferred in the Restated Bylaws are
not exclusive.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

<PAGE>


Item 8.  EXHIBITS.

4.1*     Amended and Restated Certificate of Incorporation (incorporated by
         reference to Exhibit 3.1 of the Registrant's Registration Statement on
         Form S-1 (File No. 333-64855), as filed with the Commission on November
         6, 1998).

4.2*     Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2
         of the Registrant's Registration Statement on Form S-1 (File No.
         333-64855), as filed with the Commission on November 6, 1998).

4.3*     Specimen Class B Common Stock Certificate (incorporated by reference to
         Exhibit 4.1 of the Registrant's Registration Statement on Form S-1
         (File No. 333-64855), as filed with the Commission on November 6,
         1998).

4.4*     Form of Class B Common Stock Purchase Warrant of the Registrant to be
         delivered upon closing of the Sidewalk acquisition (3,000,000 shares)
         (incorporated by reference to Exhibit 4.2 of the Registrant's Report on
         Form 10-Q filed with the Commission on August 16, 1999)

4.5*     Form of Class B Common Stock Purchase Warrant of the Registrant to be
         delivered upon closing of the Sidewalk acquisition (1,500,000 shares)
         (incorporated by reference to Exhibit 4.3 of the Registrant's Report on
         Form 10-Q filed with the Commission on August 16, 1999)

4.6      1999 Stock Plan and form of stock option agreements.

5.1      Legal Opinion of Gibson, Dunn & Crutcher LLP.

23.1     Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).

23.2     Consent of Ernst & Young LLP, Independent Auditors.

24.1     Power of Attorney (contained on signature page hereto).

         *  Incorporated by reference.

Item 9.  UNDERTAKINGS.

         (a) 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 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, 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.


<PAGE>

                  (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.

         (b) 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 the initial bona fide offering thereof.

         (c) 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 Securities and Exchange
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.


<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 Pasadena, State of California, on February 18, 2000.

                              TICKETMASTER ONLINE-CITYSEARCH, INC.


                              By: /s/ CHARLES CONN
                                  ----------------
                              Charles Conn, III, Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles Conn, III, Thomas McInerney and
Bradley K. Serwin, and each of them, their true and lawful attorneys and agents,
with full power of substitution, each with power to act alone, to sign and
execute on behalf of the undersigned any amendment or amendments to this
Registration Statement on Form S-8 and to perform any acts necessary in order to
file such amendments, and each of the undersigned does hereby ratify and confirm
all that said attorneys and agents, or their or his substitutes, shall 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 by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                 SIGNATURE                         TITLE                                DATE
                 ---------                         -----                                ----
<S>                             <C>                                          <C>
/s/ CHARLES CONN                Chief Executive Officer (Principal           February 18, 2000
----------------                Executive Officer) and Director
Charles Conn

/s/ THOMAS MCINERNEY            Chief Financial Officer, Executive Vice      February 18, 2000
--------------------            President, Finance and Treasurer
Thomas McInerney                (Principal Financial and Accounting
                                Officer)

/s/ BARRY BAKER                 Director                                     February 18, 2000
---------------
Barry Baker

/s/ TERRY BARNES                Director                                     February 18, 2000
----------------
Terry Barnes

</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                 SIGNATURE                         TITLE                                DATE
                 ---------                         -----                                ----
<S>                             <C>                                          <C>
/s/ BARRY DILLER                Director                                     February 18, 2000
----------------
Barry Diller

/s/ JOSEPH GLEBERMAN            Director                                     February 18, 2000
--------------------
Joseph Gleberman

/s/ WILLIAM GROSS               Director                                     February 18, 2000
-----------------
William Gross

/s/ LAWRENCE JACOBSON           Director                                     February 18, 2000
---------------------
Lawrence Jacobson

/s/ VICTOR A. KAUFMAN           Director                                     February 18, 2000
---------------------
Victor A. Kaufman

/s/ ROBERT KAVNER               Director                                     February 18, 2000
-----------------
Robert Kavner

/s/ DARA KHOSROWSHAHI           Director                                     February 18, 2000
---------------------
Dara Khosrowshahi

/s/ WILLIAM D. SAVOY            Director                                     February 18, 2000
--------------------
William D. Savoy


/s/ ALAN SPOON                  Director                                     February 18, 2000
--------------
Alan Spoon

/s/ THOMAS UNTERMAN             Director                                     February 18, 2000
-------------------
Thomas Unterman

</TABLE>

<PAGE>


                      TICKETMASTER ONLINE-CITYSEARCH, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

    EXHIBIT NO.      DESCRIPTION

       4.1*          Amended and Restated Certificate of Incorporation
                     (incorporated by reference to Exhibit 3.1 of the
                     Registrant's Registration Statement on Form S-1 (File No.
                     333-64855), as filed with the Commission on November 6,
                     1998).

       4.2*          Amended and Restated Bylaws (incorporated by reference to
                     Exhibit 3.2 of the Registrant's Registration Statement on
                     Form S-1 (File No. 333-64855), as filed with the Commission
                     on November 6, 1998).

       4.3*          Specimen Class B Common Stock Certificate (incorporated by
                     reference to Exhibit 4.1 of the Registrant's Registration
                     Statement on Form S-1 (File No. 333-64855), as filed with
                     the Commission on November 6, 1998).

       4.4*          Form of Class B Common Stock Purchase Warrant of the
                     Registrant to be delivered upon closing of the Sidewalk
                     acquisition (3,000,000 shares) (incorporated by reference
                     to Exhibit 4.2 of the Registrant's Report on Form 10-Q
                     filed with the Commission on August 16, 1999).

       4.5*          Form of Class B Common Stock Purchase Warrant of the
                     Registrant to be delivered upon closing of the Sidewalk
                     acquisition (1,500,000 shares) (incorporated by reference
                     to Exhibit 4.3 of the Registrant's Report on Form 10-Q
                     filed with the Commission on August 16, 1999).

        4.6          1999 Stock Plan and form of stock option agreements.

        5.1          Legal Opinion of Gibson, Dunn & Crutcher LLP

       23.1          Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
                     5.1).

       23.2          Consent of Ernst & Young LLP, Independent Auditors.

       24.1          Power of Attorney (contained on signature page hereto).

         * Incorporated by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20645}]
{"company-data": {"conformed-name": "TICKETMASTER ONLINE CITYSEARCH INC", "cik": "0001006637", "assigned-sic": "7374", "irs-number": "954546874", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30794", "film-number": "549790"}, "business-address": {"street1": "790 E COLORADO BLVD", "street2": "STE 200", "city": "PASADENA", "state": "CA", "zip": "91101", "phone": "6264050050"}, "mail-address": {"street1": "790 E COLORADO BLVD", "street2": "SUITE 200", "city": "PASADENA", "state": "CA", "zip": "91101"}, "former-company": {"former-conformed-name": "CITYSEARCH INC", "date-changed": "19980617"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 2000
                                              REGISTRATION NO. 33-______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------
                      TICKETMASTER ONLINE-CITYSEARCH, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                     95-4546874
  (State or other jurisdiction of             (I.R.S. Employer Identification
  incorporation or organization)                          Number)
                         790 E. COLORADO BLVD., STE. 200
                           PASADENA, CALIFORNIA 91101
                                 (626) 405-0050
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                          ----------------------------
                                 1999 STOCK PLAN
                            (FULL TITLE OF THE PLAN)

                          ----------------------------

                                Charles Conn, III
                             CHIEF EXECUTIVE OFFICER
                      Ticketmaster Online-CitySearch, Inc.
                         790 E. Colorado Blvd., Ste. 200
                           Pasadena, California 91101
                                 (626) 405-0050
       (Name, address, including zip code, and telephone number, including
                  area code, of agent for service of process)

                          ----------------------------

                                 WITH A COPY TO:
                             Kenneth M. Doran, Esq.
                             Gibson, Dunn & Crutcher
                             333 South Grand Avenue
                          Los Angeles, California 90071
                                 (213) 229-7000
                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                                                                Proposed
                                                                        Proposed Maximum         Maximum
                                                      Amount to be     Offering Price Per       Aggregate        Amount of
       Title of Securities to be Registered           Registered(1)        Security(2)      Offering Price(2) Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
Class B Common Stock, $.01 Par Value             4,000,000           $37.1763          $148,705,200       $39,259
================================================================================================================================
(1)      Includes 4,000,000 shares to be registered under the 1999 Stock Option
Plan (the "1999 Plan").

(2)      The Proposed Maximum Offering Price Per Share was estimated pursuant to
Rule 457(h) under the Securities Act of 1933, as amended. The weighted average
exercise price of the 2,712,975 shares of Class B Common Stock subject to
outstanding options under the 1999 Plan is $38.95. With respect to the 1,287,025
shares of Class B Common Stock available for future grants under the 1999 Plan,
the estimated Proposed Maximum Offering Price Per Share was estimated pursuant
to Rule 457(c) based upon the average between the high and low price of the
Class B Common Stock reported in the Nasdaq National Market on February 17,
2000, which average was $33.4375. The number referenced above in the table
entitled "Proposed Maximum Offering Price Per Share" represents a weighted
average of the foregoing estimates calculated in accordance with Rules 457(h)
and 457(c).
PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  PLAN INFORMATION

         Not filed as part of this Registration Statement pursuant to Rule 428
under the Securities Act of 1933, as amended (the "Securities Act") and Note to
Part 1 of Form S-8.

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not filed as part of this Registration Statement pursuant to Rule 428
under the Securities Act and Note to Part 1 of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which previously have been filed by the
Registrant with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:

         (i) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998;

         (ii) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1999, June 30, 1999 and ended September 30, 1999;

         (iii) The Registrant's Current Reports on Form 8-K, filed with the
Commission on April 29, 1999, August 3, 1999, September 29, 1999 and January 28,
2000;

         (iv) The description of the Registrant's Class B Common Stock to be
offered hereby is contained in the Registrant's Registration Statement on Form
8-A filed with the Securities and Exchange Commission on November 6, 1998
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or report filed for the purpose of
updating such description; and

         (v) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (i) above.

         All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior
to the filing of a post-effective amendment hereto, which indicates that all
securities offered hereunder have been sold or which 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 of such
documents.

         For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters with respect to the legality of the issuance of
the shares of Class B Common Stock registered hereby will be passed upon for the
Registrant by Gibson, Dunn & Crutcher LLP, Los Angeles, California.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Restated Certificate of Incorporation limits the
liability of directors for breach of fiduciary duty as a director to the maximum
extent permitted by the Delaware General Corporations Law ("DGCL"). The DGCL
provides that a corporation's certificate of incorporation may contain a
provision eliminating or limiting the personal liability of directors for
monetary damages for breach of their fiduciary duties as directors, except for
liability (i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
for in Section 174 of the DGCL or (iv) for any transaction from which the
director derived an improper personal benefit. The Registrant's Restated
Certificate of Incorporation also provides that the Registrant is required to
indemnify to the fullest extent permitted by law any director, officer or
employee of the Registrant.

         The Registrant's Restated Bylaws provide that (i) the Registrant is
required to indemnify its directors and officers to the maximum extent permitted
by the DGCL, subject to certain very limited exceptions, (ii) the Registrant may
indemnify its other employees and agents to the maximum extent permitted by the
DGCL, (iii) the Registrant is required to advance expenses, as incurred, to its
directors and officers in connection with a legal proceeding, subject to certain
very limited exceptions and (iv) the rights conferred in the Restated Bylaws are
not exclusive.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
Item 8.  EXHIBITS.

4.1*     Amended and Restated Certificate of Incorporation (incorporated by
         reference to Exhibit 3.1 of the Registrant's Registration Statement on
         Form S-1 (File No. 333-64855), as filed with the Commission on November
         6, 1998).

4.2*     Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2
         of the Registrant's Registration Statement on Form S-1 (File No.
         333-64855), as filed with the Commission on November 6, 1998).

4.3*     Specimen Class B Common Stock Certificate (incorporated by reference to
         Exhibit 4.1 of the Registrant's Registration Statement on Form S-1
         (File No. 333-64855), as filed with the Commission on November 6,
         1998).

4.4*     Form of Class B Common Stock Purchase Warrant of the Registrant to be
         delivered upon closing of the Sidewalk acquisition (3,000,000 shares)
         (incorporated by reference to Exhibit 4.2 of the Registrant's Report on
         Form 10-Q filed with the Commission on August 16, 1999)

4.5*     Form of Class B Common Stock Purchase Warrant of the Registrant to be
         delivered upon closing of the Sidewalk acquisition (1,500,000 shares)
         (incorporated by reference to Exhibit 4.3 of the Registrant's Report on
         Form 10-Q filed with the Commission on August 16, 1999)

4.6      1999 Stock Plan and form of stock option agreements.

5.1      Legal Opinion of Gibson, Dunn & Crutcher LLP.

23.1     Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).

23.2     Consent of Ernst & Young LLP, Independent Auditors.

24.1     Power of Attorney (contained on signature page hereto).

         *  Incorporated by reference.

Item 9.  UNDERTAKINGS.

         (a) 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 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, 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.

         (b) 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 the initial bona fide offering thereof.

         (c) 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 Securities and Exchange
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.
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 Pasadena, State of California, on February 18, 2000.

                              TICKETMASTER ONLINE-CITYSEARCH, INC.

                              By: /s/ CHARLES CONN
                                  ----------------
                              Charles Conn, III, Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles Conn, III, Thomas McInerney and
Bradley K. Serwin, and each of them, their true and lawful attorneys and agents,
with full power of substitution, each with power to act alone, to sign and
execute on behalf of the undersigned any amendment or amendments to this
Registration Statement on Form S-8 and to perform any acts necessary in order to
file such amendments, and each of the undersigned does hereby ratify and confirm
all that said attorneys and agents, or their or his substitutes, shall 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 by the following persons in the
capacities and on the dates indicated.
SIGNATURE                         TITLE                                DATE
                 ---------                         -----                                ----
/s/ CHARLES CONN                Chief Executive Officer (Principal           February 18, 2000
----------------                Executive Officer) and Director
Charles Conn

/s/ THOMAS MCINERNEY            Chief Financial Officer, Executive Vice      February 18, 2000
--------------------            President, Finance and Treasurer
Thomas McInerney                (Principal Financial and Accounting
                                Officer)

/s/ BARRY BAKER                 Director                                     February 18, 2000
---------------
Barry Baker

/s/ TERRY BARNES                Director                                     February 18, 2000
----------------
Terry Barnes
SIGNATURE                         TITLE                                DATE
                 ---------                         -----                                ----
/s/ BARRY DILLER                Director                                     February 18, 2000
----------------
Barry Diller

/s/ JOSEPH GLEBERMAN            Director                                     February 18, 2000
--------------------
Joseph Gleberman

/s/ WILLIAM GROSS               Director                                     February 18, 2000
-----------------
William Gross

/s/ LAWRENCE JACOBSON           Director                                     February 18, 2000
---------------------
Lawrence Jacobson

/s/ VICTOR A. KAUFMAN           Director                                     February 18, 2000
---------------------
Victor A. Kaufman

/s/ ROBERT KAVNER               Director                                     February 18, 2000
-----------------
Robert Kavner

/s/ DARA KHOSROWSHAHI           Director                                     February 18, 2000
---------------------
Dara Khosrowshahi

/s/ WILLIAM D. SAVOY            Director                                     February 18, 2000
--------------------
William D. Savoy

/s/ ALAN SPOON                  Director                                     February 18, 2000
--------------
Alan Spoon

/s/ THOMAS UNTERMAN             Director                                     February 18, 2000
-------------------
Thomas Unterman
TICKETMASTER ONLINE-CITYSEARCH, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

    EXHIBIT NO.      DESCRIPTION

       4.1*          Amended and Restated Certificate of Incorporation
                     (incorporated by reference to Exhibit 3.1 of the
                     Registrant's Registration Statement on Form S-1 (File No.
                     333-64855), as filed with the Commission on November 6,
                     1998).

       4.2*          Amended and Restated Bylaws (incorporated by reference to
                     Exhibit 3.2 of the Registrant's Registration Statement on
                     Form S-1 (File No. 333-64855), as filed with the Commission
                     on November 6, 1998).

       4.3*          Specimen Class B Common Stock Certificate (incorporated by
                     reference to Exhibit 4.1 of the Registrant's Registration
                     Statement on Form S-1 (File No. 333-64855), as filed with
                     the Commission on November 6, 1998).

       4.4*          Form of Class B Common Stock Purchase Warrant of the
                     Registrant to be delivered upon closing of the Sidewalk
                     acquisition (3,000,000 shares) (incorporated by reference
                     to Exhibit 4.2 of the Registrant's Report on Form 10-Q
                     filed with the Commission on August 16, 1999).

       4.5*          Form of Class B Common Stock Purchase Warrant of the
                     Registrant to be delivered upon closing of the Sidewalk
                     acquisition (1,500,000 shares) (incorporated by reference
                     to Exhibit 4.3 of the Registrant's Report on Form 10-Q
                     filed with the Commission on August 16, 1999).

        4.6          1999 Stock Plan and form of stock option agreements.

        5.1          Legal Opinion of Gibson, Dunn & Crutcher LLP

       23.1          Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
                     5.1).

       23.2          Consent of Ernst & Young LLP, Independent Auditors.

       24.1          Power of Attorney (contained on signature page hereto).

         * Incorporated by reference.