<PAGE>   1
As filed with the Securities and Exchange Commission on August 8, 1997

                                                        Registration No. 333-___



                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             On Command Corporation
               (Exact name of issuer as specified in its charter)

              Delaware                                77-04535194
  (State or other jurisdiction of                  (I.R.S. employer
   incorporation or organization)                  identification no.)



                             6331 San Ignacio Avenue
                           San Jose, California 95119
          (Address of Principal Executive Offices, including Zip Code)

            ON COMMAND CORPORATION 1997 EMPLOYEE STOCK PURCHASE PLAN
          ON COMMAND CORPORATION 1997 NON-EMPLOYEE DIRECTORS STOCK PLAN
                            (Full Title of the Plan)

                             Jill E. Fishbein, Esq.
              Senior Vice President, General Counsel and Secretary
                           c/o On Command Corporation
                             6331 San Ignacio Avenue
                           San Jose, California 95119
                                 (408) 360-4500
 (Name, Address and Telephone Number, including Area Code, of Agent for Service)



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                   Proposed               Proposed
                              Amount               Maximum                Maximum                Amount of
Title of Securities           to be                Offering Price         Aggregate              Registration
to be Registered              Registered           per Share              Offering Price         Fee
--------------------------------------------------------------------------------------------------------------
<S>                           <C>                  <C>                    <C>                    <C>      
Common Stock                  290,000              $11.75 (1)             $3,407,500 (1)         $1,033.00
($.01 par value)              shares
--------------------------------------------------------------------------------------------------------------
</TABLE>

(1)    Estimated pursuant to Rule 457(h) and (c) solely for the purpose of
       calculating the registration fee on the basis of the average of the high
       and low prices of the Registrant's Common Stock on the Nasdaq National
       Market on August 4, 1997.



<PAGE>   2
                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents which have been filed previously with the
Securities and Exchange Commission (the "Commission") by On Command Corporation
(the "Company") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

         (a)   The Company's Annual Report on Form 10-K (Commission File No.
               00-21315) for the fiscal year ended December 31, 1996.

         (b)   The Company's Quarterly Report on Form 10-Q (Commission File No.
               00-21315) for the fiscal quarter ended March 31, 1997.

         (c)   The description of the Company's Common Stock contained in
               Amendment No. 1 to the Company's Registration Statement Form 8-A
               (Commission File No. 00-21315) filed on September 10, 1996 with
               the Commission under Section 12(g) of the Exchange Act, which
               incorporates by reference the description of such Common Stock
               contained in the Company's Registration Statement on Form S-4
               (Commission File No. 333-10407) (which description is herein
               incorporated by reference), and any amendment or report filed for
               the purpose of updating such description.

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


ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable, as the Company's Common Stock is registered under
Section 12(g) of the Exchange Act.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         An opinion as to the validity of the securities being issued has been
rendered for the Company by Jill E. Fishbein, Senior Vice President, Legal,
General Counsel and Secretary of the Company. As of July 30, 1997, Ms. Fishbein
had options to purchase 50,000 shares of Common Stock, none of which options
were exercisable.


ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Reference is made to the provisions of Article IX of the Registrant's
Certificate of Incorporation filed as Exhibit 4(a) hereto and the provisions of
Article VIII of the Registrant's By-laws filed as Exhibit 4(b) hereto.


                                       2
<PAGE>   3
         As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's 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) under
section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit. In addition, as
permitted by Section 145 of the Delaware General Corporation Law, the Company's
Bylaws provide that the Company will indemnify its officers and directors to the
fullest extent permitted by the Delaware General Corporation Law and that the
Company may indemnify its employees and agents in the discretion of the Board of
Directors. Generally, Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Corporation Law") permits a corporation to indemnify
certain persons made a party or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person is or
was a director or officer of the corporation or is or was serving at the request
of the corporation as a director or officer of another corporation or
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such action, suit or proceeding if he acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, if
he had no reasonable cause to believe that his conduct was unlawful. If,
however, any threatened, pending or completed action, suit or proceeding is by
or in the right of the corporation, the director or officer is not permitted to
be indemnified in respect of any claim, issue or matter as to which he is
adjudged to be liable to the corporation unless the Delaware Court of Chancery,
or such other court adjudicating the action, determines otherwise.

         Additionally, there are in effect directors' and officers' liability
insurance policies which insure the Registrant's directors and officers against
certain liabilities that they may incur in such capacities.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.


ITEM 8.  EXHIBITS

      Exhibit No.   Description of Exhibit
      -----------   ----------------------
         4(a)       Certificate of Amended and Restated Certificate of
                    Incorporation of On Command Corporation (as amended through
                    August 13, 1996) (Incorporated by reference to Exhibit 3.1
                    to Amendment No. 1 to the Company's Registration Statement
                    on Form S-4, Commission File No. 333-10407 (the "Form
                    S-4")).

         4(b)       By-laws of On Command Corporation (as amended through August
                    13, 1996) (Incorporated by reference to Exhibit 3.3 to
                    Amendment No. 1 to the Company's Registration Statement on
                    Form S-4).

         4(c)       On Command Corporation 1997 Employee Stock Purchase Plan.

         4(d)       On Command Corporation 1997 Non-Employee Directors Stock
                    Plan.

                                       3
<PAGE>   4
         4(e)       Forms of agreements for On Command Corporation 1997
                    Non-Employee Directors Stock Plan.

         5(a)       Opinion of Jill E. Fishbein, Senior Vice President, Legal,
                    General Counsel and Secretary of the Registrant.

         23(a)      Independent Auditors' Consent.

         23(b)      Consent of Jill E. Fishbein (contained in Exhibit 5(a)).

         24         Powers of Attorney (see page 6).


ITEM 9.  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:

                    (i)   To include any prospectus required by Section 10(a)(3)
                          of the Securities Act of 1933;

                    (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;

                    (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;

provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this 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.

               (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 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.
                                       4

<PAGE>   5

         (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 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 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.



                                       5
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 San Jose, State of California, on August 4,
1997.

                                       On Command Corporation


                                       /s/ ROBERT M. KAVNER
                                       -------------------------------------
                                       Robert M. Kavner
                                       President and Chief Executive Officer



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Jill E. Fishbein and Paul J. Milley, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or it might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his or their 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 by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature                                                          Title                              Date
---------                                                          -----                              ----
<S>                                       <C>                                                      <C>
/s/ ROBERT M. KAVNER                      President, Chief Executive Officer and Director          August 4, 1997
--------------------------------------    (Principal Executive Officer)
    Robert M. Kavner                      


/s/ BRIAN A.C. STEEL                      Executive Vice President, Chief Financial Officer and    August 4, 1997
--------------------------------------    Director (Principal Financial Officer)
    Brian A.C. Steel                      


/s/ PAUL J. MILLEY                        Senior Vice President, Finance (Principal Accounting     August 4, 1997
--------------------------------------    Officer)
    Paul J. Milley                        


/s/ JAMES CRONIN                          Director                                                 August 4, 1997
--------------------------------------
    James Cronin


/s/ CHARLES LYONS                         Chairman of the Board                                    August 4, 1997
--------------------------------------
    Charles Lyons


/s/ GARY WILSON                           Director                                                 August 4, 1997
---------------------------------------
    Gary Wilson
</TABLE>



                                       6
<PAGE>   7

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
                           Sequential
Exhibit No.                Description
-----------                -----------
<S>                        <C> 
     4(a)                  Certificate of Amended and Restated Certificate of
                           Incorporation of On Command Corporation (as amended
                           through August 13, 1996) (Incorporated by reference
                           to Exhibit 3.1 to Amendment No. 1 to the Company's
                           Registration Statement on Form S-4, Commission File
                           No. 333-10407 (the "Form S-4")).

     4(b)                  By-laws of On Command Corporation (as amended through
                           August 13, 1996) (Incorporated by reference to
                           Exhibit 3.3 to Amendment No. 1 to the Company's
                           Registration Statement on Form S-4).

     4(c)                  On Command Corporation 1997 Employee Stock Purchase
                           Plan.

     4(d)                  On Command Corporation 1997 Non-Employee Directors
                           Stock Plan.

     4(e)                  Forms of agreements for On Command Corporation 1997
                           Non-Employee Directors Stock Plan.

     5(a)                  Opinion of Jill E. Fishbein, Senior Vice President,
                           Legal, General Counsel and Secretary of the
                           Registrant.

     23(a)                 Independent Auditors' Consent.

     23(b)                 Consent of Jill E. Fishbein (contained in Exhibit
                           5(a)).

     24                    Powers of Attorney (see page 6).
</TABLE>




                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED AUGUST 8, 1997", "secsgml_size_bytes": 19858}]
{"company-data": {"conformed-name": "ON COMMAND CORP", "cik": "0001020871", "assigned-sic": "4841", "irs-number": "770436194", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33149", "film-number": "97653489"}, "business-address": {"street1": "6331 SAN IGNACIO AVENUE", "city": "SAN JOSE", "state": "CA", "zip": "95119", "phone": "4083604697"}, "mail-address": {"street1": "6331 SAN IGNACIO AVENUE", "city": "SAN JOSE", "state": "CA", "zip": "95119"}, "former-company": {"former-conformed-name": "ASCENT ACQUISITION CORP", "date-changed": "19960812"}}
1
As filed with the Securities and Exchange Commission on August 8, 1997

                                                        Registration No. 333-___

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             On Command Corporation
               (Exact name of issuer as specified in its charter)

              Delaware                                77-04535194
  (State or other jurisdiction of                  (I.R.S. employer
   incorporation or organization)                  identification no.)

                             6331 San Ignacio Avenue
                           San Jose, California 95119
          (Address of Principal Executive Offices, including Zip Code)

            ON COMMAND CORPORATION 1997 EMPLOYEE STOCK PURCHASE PLAN
          ON COMMAND CORPORATION 1997 NON-EMPLOYEE DIRECTORS STOCK PLAN
                            (Full Title of the Plan)

                             Jill E. Fishbein, Esq.
              Senior Vice President, General Counsel and Secretary
                           c/o On Command Corporation
                             6331 San Ignacio Avenue
                           San Jose, California 95119
                                 (408) 360-4500
 (Name, Address and Telephone Number, including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
                                                   Proposed               Proposed
                              Amount               Maximum                Maximum                Amount of
Title of Securities           to be                Offering Price         Aggregate              Registration
to be Registered              Registered           per Share              Offering Price         Fee
--------------------------------------------------------------------------------------------------------------
Common Stock                  290,000              $11.75 (1)             $3,407,500 (1)         $1,033.00
($.01 par value)              shares
--------------------------------------------------------------------------------------------------------------
(1)    Estimated pursuant to Rule 457(h) and (c) solely for the purpose of
       calculating the registration fee on the basis of the average of the high
       and low prices of the Registrant's Common Stock on the Nasdaq National
       Market on August 4, 1997.
2
                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents which have been filed previously with the
Securities and Exchange Commission (the "Commission") by On Command Corporation
(the "Company") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

         (a)   The Company's Annual Report on Form 10-K (Commission File No.
               00-21315) for the fiscal year ended December 31, 1996.

         (b)   The Company's Quarterly Report on Form 10-Q (Commission File No.
               00-21315) for the fiscal quarter ended March 31, 1997.

         (c)   The description of the Company's Common Stock contained in
               Amendment No. 1 to the Company's Registration Statement Form 8-A
               (Commission File No. 00-21315) filed on September 10, 1996 with
               the Commission under Section 12(g) of the Exchange Act, which
               incorporates by reference the description of such Common Stock
               contained in the Company's Registration Statement on Form S-4
               (Commission File No. 333-10407) (which description is herein
               incorporated by reference), and any amendment or report filed for
               the purpose of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable, as the Company's Common Stock is registered under
Section 12(g) of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         An opinion as to the validity of the securities being issued has been
rendered for the Company by Jill E. Fishbein, Senior Vice President, Legal,
General Counsel and Secretary of the Company. As of July 30, 1997, Ms. Fishbein
had options to purchase 50,000 shares of Common Stock, none of which options
were exercisable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Reference is made to the provisions of Article IX of the Registrant's
Certificate of Incorporation filed as Exhibit 4(a) hereto and the provisions of
Article VIII of the Registrant's By-laws filed as Exhibit 4(b) hereto.

                                       2
3
         As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's 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) under
section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit. In addition, as
permitted by Section 145 of the Delaware General Corporation Law, the Company's
Bylaws provide that the Company will indemnify its officers and directors to the
fullest extent permitted by the Delaware General Corporation Law and that the
Company may indemnify its employees and agents in the discretion of the Board of
Directors. Generally, Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Corporation Law") permits a corporation to indemnify
certain persons made a party or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person is or
was a director or officer of the corporation or is or was serving at the request
of the corporation as a director or officer of another corporation or
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such action, suit or proceeding if he acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, if
he had no reasonable cause to believe that his conduct was unlawful. If,
however, any threatened, pending or completed action, suit or proceeding is by
or in the right of the corporation, the director or officer is not permitted to
be indemnified in respect of any claim, issue or matter as to which he is
adjudged to be liable to the corporation unless the Delaware Court of Chancery,
or such other court adjudicating the action, determines otherwise.

         Additionally, there are in effect directors' and officers' liability
insurance policies which insure the Registrant's directors and officers against
certain liabilities that they may incur in such capacities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

      Exhibit No.   Description of Exhibit
      -----------   ----------------------
         4(a)       Certificate of Amended and Restated Certificate of
                    Incorporation of On Command Corporation (as amended through
                    August 13, 1996) (Incorporated by reference to Exhibit 3.1
                    to Amendment No. 1 to the Company's Registration Statement
                    on Form S-4, Commission File No. 333-10407 (the "Form
                    S-4")).

         4(b)       By-laws of On Command Corporation (as amended through August
                    13, 1996) (Incorporated by reference to Exhibit 3.3 to
                    Amendment No. 1 to the Company's Registration Statement on
                    Form S-4).

         4(c)       On Command Corporation 1997 Employee Stock Purchase Plan.

         4(d)       On Command Corporation 1997 Non-Employee Directors Stock
                    Plan.

                                       3
4
         4(e)       Forms of agreements for On Command Corporation 1997
                    Non-Employee Directors Stock Plan.

         5(a)       Opinion of Jill E. Fishbein, Senior Vice President, Legal,
                    General Counsel and Secretary of the Registrant.

         23(a)      Independent Auditors' Consent.

         23(b)      Consent of Jill E. Fishbein (contained in Exhibit 5(a)).

         24         Powers of Attorney (see page 6).

ITEM 9.  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:

                    (i)   To include any prospectus required by Section 10(a)(3)
                          of the Securities Act of 1933;

                    (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;

                    (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;

provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this 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.

               (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 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.
                                       4
5

         (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 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 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.

                                       5
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 San Jose, State of California, on August 4,
1997.

                                       On Command Corporation

                                       /s/ ROBERT M. KAVNER
                                       -------------------------------------
                                       Robert M. Kavner
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Jill E. Fishbein and Paul J. Milley, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or it might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his or their 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 by the following persons in the
capacities and on the date indicated.
Signature                                                          Title                              Date
---------                                                          -----                              ----
/s/ ROBERT M. KAVNER                      President, Chief Executive Officer and Director          August 4, 1997
--------------------------------------    (Principal Executive Officer)
    Robert M. Kavner                      

/s/ BRIAN A.C. STEEL                      Executive Vice President, Chief Financial Officer and    August 4, 1997
--------------------------------------    Director (Principal Financial Officer)
    Brian A.C. Steel                      

/s/ PAUL J. MILLEY                        Senior Vice President, Finance (Principal Accounting     August 4, 1997
--------------------------------------    Officer)
    Paul J. Milley                        

/s/ JAMES CRONIN                          Director                                                 August 4, 1997
--------------------------------------
    James Cronin

/s/ CHARLES LYONS                         Chairman of the Board                                    August 4, 1997
--------------------------------------
    Charles Lyons

/s/ GARY WILSON                           Director                                                 August 4, 1997
---------------------------------------
    Gary Wilson
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                                  EXHIBIT INDEX
Sequential
Exhibit No.                Description
-----------                -----------
4(a)                  Certificate of Amended and Restated Certificate of
                           Incorporation of On Command Corporation (as amended
                           through August 13, 1996) (Incorporated by reference
                           to Exhibit 3.1 to Amendment No. 1 to the Company's
                           Registration Statement on Form S-4, Commission File
                           No. 333-10407 (the "Form S-4")).

     4(b)                  By-laws of On Command Corporation (as amended through
                           August 13, 1996) (Incorporated by reference to
                           Exhibit 3.3 to Amendment No. 1 to the Company's
                           Registration Statement on Form S-4).

     4(c)                  On Command Corporation 1997 Employee Stock Purchase
                           Plan.

     4(d)                  On Command Corporation 1997 Non-Employee Directors
                           Stock Plan.

     4(e)                  Forms of agreements for On Command Corporation 1997
                           Non-Employee Directors Stock Plan.

     5(a)                  Opinion of Jill E. Fishbein, Senior Vice President,
                           Legal, General Counsel and Secretary of the
                           Registrant.

     23(a)                 Independent Auditors' Consent.

     23(b)                 Consent of Jill E. Fishbein (contained in Exhibit
                           5(a)).

     24                    Powers of Attorney (see page 6).
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