<PAGE>   1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1999

                                            REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                  (INCLUDING REGISTRATION OF SHARES FOR RESALE
                          UNDER A FORM S-3 PROSPECTUS)
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                              AT HOME CORPORATION
           (EXACT NAME OF THE REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                              <C>
                    DELAWARE                                        77-0408542
          (STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER
       OF INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)
</TABLE>

                              425 BROADWAY STREET
                         REDWOOD CITY, CALIFORNIA 94063
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                      1998 NARRATIVE EQUITY INCENTIVE PLAN
                        1995 NARRATIVE STOCK OPTION PLAN
                           (FULL TITLES OF THE PLANS)

                               KENNETH A. GOLDMAN
               SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                              AT HOME CORPORATION
                              425 BROADWAY STREET
                         REDWOOD CITY, CALIFORNIA 94063
                                 (650) 569-5000
                      (NAME, ADDRESS AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                            GORDON K. DAVIDSON, ESQ.
                              THOMAS J. HALL, ESQ.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                          PALO ALTO, CALIFORNIA 94306
                                 (650) 494-0600
                          (COUNSEL TO THE REGISTRANT)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                               <C>                  <C>                  <C>                     <C>
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
                                                                  PROPOSED
                                               AMOUNT              MAXIMUM                PROPOSED
TITLE OF SECURITIES TO BE                       TO BE       OFFERING PRICE       MAXIMUM AGGREGATE            AMOUNT OF
REGISTERED                                 REGISTERED            PER SHARE          OFFERING PRICE     REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
Series A common stock, $.01 par
  value.........................            35,324(1)            $49.50(2)           $1,748,538(2)              $487
Series A common stock, $.01 par
  value.........................         1,143,790(3)          $28.2524(4)          $32,314,903(5)            $8,984(5)
-----------------------------------------------------------------------------------------------------------------------
          Total.................         1,179,114                                  $34,063,441               $9,471
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Represents 16,000 shares reserved for issuance upon the exercise of stock
    options that may be granted under the Narrative 1998 Equity Incentive Plan,
    and 19,324 shares issued by the Registrant pursuant to the exercise of
    options granted under the Narrative 1995 Stock Option Plan.

(2) Estimated solely for the purpose of calculating the amount of the
    registration fee in accordance with Rule 457(c) of the Securities Act of
    1933, as amended (the "Securities Act"), based on the average of the high
    and low prices of the Registrant's Series A common stock as reported by the
    Nasdaq National Market on June 17, 1999.

(3) Represents the aggregate of 884,000 shares subject to options outstanding
    under the Narrative 1998 Equity Incentive Plan and 259,790 shares subject to
    options outstanding under the Narrative 1995 Stock Option Plan.

(4) Weighted average per share exercise price for such outstanding options.

(5) Calculated based on the weighted average per share exercise price, pursuant
    to Rule 457(h)(1) of the Securities Act.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

PROSPECTUS

                                  EXCITE@HOME

                              AT HOME CORPORATION

                     19,324 Shares of Series A Common Stock

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

Excite@Home's Series A common stock trades on the Nasdaq National Market.
Last reported sale price on June 23, 1999: $56.4375 per share.
Trading symbol: ATHM

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

                                  THE OFFERING

     Under this prospectus, the selling stockholders named in this prospectus or
in prospectus supplements may offer and sell shares of our Series A common stock
that they acquired upon the exercise of options originally granted under the
Narrative Communications Corp. 1995 Stock Option Plan and assumed by us upon our
acquisition of Narrative.

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

     INVESTING IN OUR SERIES A COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
PLEASE CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS
PROSPECTUS.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                  The date of this prospectus is June 24, 1999
<PAGE>   3

                               TABLE OF CONTENTS
                           -------------------------

<TABLE>
<CAPTION>
                                      PAGE
                                      ----
<S>                                   <C>
Prospectus Summary..................    3
Risk Factors........................    4
Use of Proceeds.....................   13
Dividend Policy.....................   14
Selling Stockholders................   14
Plan of Distribution................   15
</TABLE>

<TABLE>
<CAPTION>
                                      PAGE
                                      ----
<S>                                   <C>

Legal Matters.......................   16
Experts.............................   16
Forward-Looking Statements..........   16
Where You Can Find More
  Information.......................   17
</TABLE>

                                        2
<PAGE>   4

                               PROSPECTUS SUMMARY

     This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all the information you should
consider before buying shares in this offering. You should read the entire
prospectus carefully. Unless the context otherwise requires, the terms we, our,
us, the company and Excite@Home refer to At Home Corporation, a Delaware
corporation. Each of the share numbers in this prospectus, including those dated
as of a date prior to June 16, 1999, have been adjusted to reflect the
two-for-one split of our common stock on June 16, 1999.

                              AT HOME CORPORATION

     We are the leading provider of broadband Internet services, content and
advertising over the cable television infrastructure. Our primary offering, the
@Home service, allows residential subscribers to connect their personal
computers through cable television wiring infrastructures to our high-speed
Internet backbone network. For businesses, our @Work services provide a platform
for Internet, intranet and extranet connectivity solutions and networked
business applications over both cable infrastructures and digital
telecommunications lines.

     Our Excite subsidiary operates two Internet portal sites, www.excite.com
and www.webcrawler.com, which are currently accessible on the World Wide Web.
Our @Media group has established the @Home launch screen as the leading
broadband Internet portal, providing a gateway to compelling multimedia and
electronic commerce offerings on the Internet.

     Excite's MatchLogic division and our Enliven business unit provide us with
the capabilities to offer advertisers a unified way to target, measure and
report advertising on all devices on which the @Home service is offered.

     Our principal executive offices are located at 425 Broadway Street, Redwood
City, California 94063. The primary telephone number for our principal executive
offices is (650) 569-5000.

                                  THE OFFERING

     Each of the shares that may be offered under this prospectus were issued by
us upon the exercise of options originally granted under the Narrative
Communications Corp. 1995 Stock Option Plan. We assumed these options as part of
our acquisition of Narrative in December 1998. These shares are being offered on
a continuous basis under Rule 415 of the Securities Act.

<TABLE>
<S>                                                  <C>
Series A common stock that may be offered by
  selling stockholders.............................  19,324 shares
Series A common stock to be outstanding after this
  offering.........................................  331,178,234 shares*
Use of proceeds....................................  We will not receive
                                                     any proceeds.
</TABLE>

-------------------------
* Based on the number of shares outstanding as of June 16, 1999, and adjusted to
  reflect the two-for-one stock split.
                                        3
<PAGE>   5

                                  RISK FACTORS

     An investment in our Series A common stock involves a high degree of risk.
You should carefully consider the following risk factors and the other
information in this prospectus before investing in our Series A common stock.
Our business and results of operations could be seriously harmed by any of the
following risks. The trading price of our Series A common stock could decline
due to any of these risks, and you may lose all or part of your investment.

     RISKS RELATED TO OUR BUSINESS

WE HAVE INCURRED AND EXPECT TO INCUR SUBSTANTIAL LOSSES

     We were incorporated in March 1995, commenced operations in August 1995,
and have incurred net losses from operations in each fiscal period since our
inception. As of March 31, 1999, we had an accumulated deficit of $245.3
million. In addition, we currently intend to increase capital expenditures and
operating expenses in order to expand our network and to market and provide our
services to a growing number of potential subscribers. As a result, we expect to
incur additional net losses before cost and amortization of distribution
agreements and amortization of goodwill and other intangible assets for at least
the next two quarters.

OUR BUSINESS IS UNPROVEN, AND WE MAY NOT ACHIEVE PROFITABILITY

     The profit potential of our business model is unproven. The @Home service
was available only in portions of 68 geographic markets as of March 31, 1999 and
may not achieve broad consumer or commercial acceptance. Although approximately
2,200 primarily small- and medium-sized business organizations have agreed to
utilize @Work services as of March 31, 1999, the @Work services may not achieve
broad commercial acceptance and the current rate of deployment for @Work
services may not be sustained. We have difficulty predicting whether the pricing
models for our Internet services will prove to be viable, whether demand for our
Internet services will materialize at the prices our cable partners charge for
the @Home service or the prices we or our cable partners charge for @Work
services, or whether current or future pricing levels will be sustainable. If
these pricing levels are not achieved or sustained or if our services do not
achieve or sustain broad market acceptance, our business, operating results and
financial condition will be significantly harmed. We may never achieve favorable
operating results or profitability.

GROWTH OF THE @HOME SERVICE MAY BE INHIBITED BY FACTORS BEYOND OUR CONTROL

     As of March 31, 1999, we had in excess of 460,000 cable modem subscribers,
including recently acquired Internet subscribers that are being converted to the
@Home service. Our ability to increase the number of subscribers to the @Home
service to achieve our business plans and generate future revenues will depend
on many factors which are beyond our control. For instance, some of our cable
partners have not achieved the subscriber levels that we had originally
anticipated. Other factors include:

     - the rate at which our current and future cable partners upgrade their
       cable infrastructures for two-way data services

     - our ability and the ability of our cable partners to coordinate timely
       and effective marketing campaigns with the availability of cable
       infrastructure upgrades

                                        4
<PAGE>   6

     - the success of our cable partners in marketing and installing the @Home
       service in their local cable areas

     - the prices that our cable partners set for the @Home service and for its
       installation

     - the speed at which our cable partners can complete the installations
       required to initiate service for new subscribers

     - the commercial availability of self-installable, two-way modems that
       comply with the recently adopted interface standards known as DOCSIS, and
       the success of our roll-out of these products with the @Home service

     - the quality of customer and technical support provided by us and our
       cable partners and

     - the quality of content on the @Home service.

WE NEED TO ADD SUBSCRIBERS AT A RAPID RATE FOR OUR BUSINESS TO SUCCEED, BUT WE
MAY NOT ACHIEVE OUR SUBSCRIBER GROWTH GOALS

     Our actual revenues or the rate at which we will add new subscribers may
differ from our forecasts. We may not be able to increase our subscriber base
enough to meet our internal forecasts or the forecasts of industry analysts or
to a level that meets the expectations of investors. The rate at which
subscribers have increased in the past does not necessarily indicate the rate at
which subscribers may be expected to grow in the future. In particular, while we
have forecast that our number of subscribers could grow to over 1.0 million by
December 31, 1999 from in excess of 460,000 subscribers at March 31, 1999, we
may not achieve this level of subscriber growth.

OUR SUBSCRIBER GROWTH DEPENDS ON THE ACTIONS OF OUR CABLE PARTNERS, AND IS
LIMITED BY PRICE AND INSTALLATION CONSTRAINTS

     We believe subscriber growth has been constrained, and will continue to be
constrained, by the cost and time required to install the @Home service for each
residential consumer. In addition, our growth has been constrained by the rate
at which our cable partners have upgraded their systems, and most of our cable
partners are not obligated to upgrade their cable infrastructures or market the
@Home service. Moreover, the @Home service is currently priced at a premium to
many other online services, and large numbers of subscribers may not be willing
to pay a premium for the @Home service.

IF WE CANNOT MAINTAIN THE SCALABILITY, SPEED AND SECURITY OF OUR NETWORK,
CUSTOMERS WILL NOT ACCEPT OUR SERVICES

     Due to the limited deployment of our services, the ability of our network
to connect and manage a substantial number of online subscribers at high
transmission speeds is unknown. Therefore, we face risks related to our
network's ability to be scaled up to its expected subscriber levels while
maintaining superior performance. Our network may be unable to achieve or
maintain a high speed of data transmission, especially as our subscribers
increase. In recent periods, the performance of our network has experienced some
deterioration in some markets as a result of subscriber abuse of the @Home
service. While we seek to eliminate this abuse by limiting users' upstream
bandwidth, our failure to achieve or maintain high-speed data transmission would
significantly reduce consumer

                                        5
<PAGE>   7

demand for our services. In addition, while we have taken steps to prevent users
from sharing files via the @Home service and to protect against bulk unsolicited
e-mail, public concerns about security, privacy and reliability of the cable
network, or actual problems with the security, privacy or reliability of our
network, may inhibit the acceptance of our Internet services.

IF NEW TWO-WAY CABLE MODEMS ARE NOT DEPLOYED TIMELY AND SUCCESSFULLY, WE MAY NOT
BE ABLE TO GROW OUR SUBSCRIBER BASE AS QUICKLY

     Each of our subscribers currently must obtain a cable modem from a cable
partner to access the @Home service. The North American cable industry has
recently adopted interface standards known as DOCSIS for hardware and software
to support the delivery of data services over the cable infrastructure utilizing
compatible cable modems. Some of our cable partners have chosen to delay some
deployments of the @Home service until the widespread commercial availability of
DOCSIS-compliant cable modems. Our subscriber growth could be constrained and
our business could be significantly harmed if our cable partners choose to slow
the deployment of the @Home service further. Cable modems that are
DOCSIS-compliant are not expected to be available in significant quantities
until at least the second quarter of 1999. If our cable partners are not able to
obtain a sufficient quantity of DOCSIS-compliant modems, our growth will be
limited.

WE COULD LOSE SUBSCRIBERS, DISTRIBUTION RELATIONSHIPS AND REVENUES TO OUR
COMPETITORS

     The markets for consumer and business Internet services and online content
are extremely competitive, and we expect that competition will intensify in the
future. Our most direct competitors in these markets include the following:

     - Providers of cable-based Internet services. For example, Time Warner Inc.
       and Media One Group have deployed high-speed Internet access services
       over their local cable networks through their own cable-based Internet
       service, Road Runner. We currently compete with Road Runner to establish
       distribution arrangements with cable system operators, but we may compete
       for subscribers in the future if and when our cable partners cease to be
       subject to their exclusivity obligations.

     - Telecommunications providers. We compete with national long-distance and
       local exchange carriers that offer high-speed, Internet access services
       such as integrated services digital network and asymmetric digital
       subscriber line. If the advanced services offered by these companies are
       deregulated, this would further enhance the ability of these companies to
       compete against our services.

     - Internet and online service providers. We compete with Internet service
       providers that provide basic Internet access services and with online
       service providers such as America Online.

     - Internet content aggregators. We compete with content aggregators and
       Internet portals that seek to capture audience flow by providing
       ease-of-use and offering content that appeals to a broad audience,
       including America Online, Yahoo! Inc. and Lycos, Inc.

     Many of our competitors and potential competitors have substantially
greater financial, technical and marketing resources, larger subscriber bases,
longer operating histories,

                                        6
<PAGE>   8

greater name recognition and more established relationships with advertisers and
content and application providers than we do. These competitors may be able to
undertake more extensive marketing campaigns, adopt more aggressive pricing
policies and devote more resources to developing Internet services or online
content than we could. We may not be able to compete successfully against
current or future competitors, and competitive pressures could significantly
harm our subscriber base, our ability to renew and enter into new distribution
agreements and our revenues.

OUR DEPENDENCE ON OUR NETWORK EXPOSES US TO A SIGNIFICANT RISK OF SYSTEM FAILURE

     Our operations are dependent upon our ability to support our highly complex
network infrastructure and avoid damage from fires, earthquakes, floods, power
losses, telecommunications failures and similar events. The occurrence of a
natural disaster or other unanticipated problem at our network operations center
or at a number of our regional data centers could cause interruptions in our
services. Additionally, failure of our cable partners or companies from which we
obtain data transport services to provide the data communications capacity that
we require, for example as a result of natural disaster, or operational
disruption, could cause interruptions in the services we provide. Any damage or
failure that causes interruptions in our operations could harm our business.

OUR LIMITED EXPERIENCE WITH INTERNATIONAL EXPANSION MAY PREVENT US FROM GROWING
OUR BUSINESS OUTSIDE THE UNITED STATES

     A key component of our strategy is expansion into international markets. To
date, we have developed distribution relationships only with United States,
Canadian and Dutch cable system operators. We have extremely limited experience
in developing localized versions of our products and services and in developing
relationships with international cable system operators. We may not be
successful in expanding our product and service offerings into foreign markets.
In addition to the uncertainty regarding our ability to generate revenues from
foreign operations and expand our international presence, we face specific risks
related to providing Internet services in foreign jurisdictions, including:

     - regulatory requirements, including the regulation of Internet access

     - legal uncertainty regarding liability for information retrieved and
       replicated in foreign jurisdictions and

     - potential inability to use European customer information due to new
       European governmental regulations.

                                        7
<PAGE>   9

OUR BUSINESS MAY BE IMPACTED BY CABLE UNBUNDLING PROPOSALS AND OTHER GOVERNMENT
REGULATION

     Currently, our services are not directly subject to regulations of the
Federal Communication Commission or any other federal, state or local
communications regulatory agency. However, changes could develop in the
regulatory environment relating to the Internet, cable or telecommunications
markets which could require regulatory compliance by us or which could impact
our exclusivity arrangements, subscribers and revenues, including:

     - Federal regulation. Regulatory changes that affect telecommunications
       costs, limit usage of subscriber-related information or increase
       competition from telecommunications companies could affect our pricing or
       ability to market our services successfully. For example, regulation of
       cable television rates may affect the speed at which our cable partners
       upgrade their cable systems to carry our services.

     - Regulation by local franchise authorities. Many of our United States
       cable partners' local cable affiliates have elected to classify the
       provision of the @Home service as additional cable services under their
       local franchise agreements, and to pay franchise fees under those
       agreements. Local franchise authorities may attempt to subject cable
       systems to higher or different franchise fees, taxes or requirements in
       connection with their distribution of the @Home service. There are
       thousands of franchise authorities, and it would be difficult or
       impossible for us or our cable partners to operate under a unified set of
       franchise requirements.

     - Third-party access. The FCC or local agencies could require our cable
       partners to grant our competitors access to their cable systems. America
       Online, MindSpring Enterprises, Inc., Consumers Union and other parties
       have requested the FCC to require cable operators to provide Internet and
       online service providers with unbundled access to their cable systems. If
       we or our cable partners are classified as common carriers of Internet
       services, or if the FCC otherwise requires third-party access to their
       cable infrastructures, Internet and online service providers could
       provide services over our cable partners' systems that compete with our
       services. Our cable partners could also be subject to tariffs for the
       amounts they could charge for our services.

       In local government proceedings, Portland and Multnomah County, Oregon
       have imposed third-party access requirements on TCI as a condition of its
       merger with AT&T, and other municipalities such as Los Angeles are
       considering imposing similar requirements. In June 1999, a U.S. District
       Court upheld the third-party access requirement imposed on TCI by
       Portland and Multnomah County. This decision has been appealed to the
       U.S. Court of Appeals for the Ninth Circuit.

WE COULD FACE LIABILITY FOR DEFAMATORY OR INDECENT CONTENT

     Claims could be made against Internet and online service providers under
both United States and foreign law for defamation, negligence, copyright or
trademark infringement, or other theories based on the nature and content of the
materials disseminated through their networks. Several private lawsuits seeking
to impose this liability are currently pending. In addition, legislation has
been proposed that imposes liability for or prohibits the transmission over the
Internet of indecent content. The imposition upon Internet and online service
providers of potential liability for information carried on or disseminated

                                        8
<PAGE>   10

through their systems could require us to implement measures to reduce our
exposure to this liability. This may require that we expend substantial
resources or discontinue service or product offerings. The increased attention
focused upon liability issues as a result of these lawsuits and legislative
proposals could impact the growth of Internet use. Furthermore, some foreign
governments, such as Germany, have enacted laws and regulations governing
content distributed over the Internet that are more strict than those currently
in place in the United States. One or more of these factors could significantly
harm our business.

     RISKS RELATED TO OUR RELATIONSHIPS WITH OUR CABLE PARTNERS

     Our agreements with our cable partners are complex. For a summary of some
of the key aspects of these agreements, you should refer to our annual report on
Form 10-K.

WE DEPEND ON OUR CABLE PARTNERS TO UPGRADE TO THE TWO-WAY CABLE INFRASTRUCTURE
NECESSARY TO SUPPORT THE @HOME SERVICE; THE AVAILABILITY AND TIMING OF THESE
UPGRADES ARE UNCERTAIN

     Transmission of the @Home service and cable-based @Work services depends on
the availability of high-speed two-way hybrid fiber coaxial cable
infrastructure. However, only a portion of existing cable plant in the United
States and in some international markets has been upgraded to two-way hybrid
fiber coaxial cable, and even less is capable of high-speed two-way
transmission. As of March 31, 1999, approximately 25% of our North American
cable partners' cable infrastructure is capable of delivering the @Home service.
Our cable partners have announced and begun to implement major infrastructure
investments in order to deploy two-way hybrid fiber coaxial cable. However,
these investments have placed a significant strain on the financial, managerial,
operating and other resources of our cable partners, most of which are already
highly leveraged. Therefore, these infrastructure investments have been, and we
expect will continue to be, subject to change, delay or cancellation. Although
our commercial success depends on the successful and timely completion of these
infrastructure upgrades, most of our cable partners are under no obligation to
upgrade systems or to introduce, market or promote our services. The failure of
our cable partners to complete these upgrades in a timely and satisfactory
manner, or at all, would prevent us from delivering high-performance Internet
services and would significantly harm our business.

OUR CABLE PARTNERS ARE NOT GENERALLY OBLIGATED TO CARRY OUR SERVICES, AND THE
EXCLUSIVITY OBLIGATIONS THAT PREVENT THEM FROM CARRYING COMPETING SERVICES MAY
BE TERMINATED

     Our cable partners are subject to exclusivity obligations that prohibit
them from obtaining high-speed, greater than 128 kilobits per second,
residential consumer Internet services from any source other than us. However,
most of our cable partners are under no affirmative obligation to carry any of
our services. Also, the exclusivity obligations of our principal cable partners,
TCI, Comcast, Cox and Cablevision, expire on June 4, 2002, and may be terminated
sooner under some circumstances, including:

     - Our principal cable partners may terminate all their exclusivity
       obligations upon a change in law that materially impairs some of their
       rights.

                                        9
<PAGE>   11

     - Comcast or Cox may terminate all exclusivity obligations of our principal
       cable partners at any time if there is a change of control of TCI that
       results within twelve months in the incumbent TCI directors no longer
       constituting a majority of TCI's board. AT&T, TCI, Comcast and Cox have
       agreed, however, that AT&T's acquisition of TCI did not constitute a
       change of control under the terms of the original agreement.

     - Cox or Comcast may terminate the exclusivity provisions of our principal
       cable partners if AT&T and its affiliates do not meet @Home subscriber
       penetration levels. On June 4, 1999, Cox had this right, but Cox waived
       this right for 1999.

     - Comcast may terminate its own exclusivity obligations if it allows us to
       repurchase a portion of Comcast's equity interest in us. Comcast has
       informed us that it entered into an agreement with Microsoft Corporation
       under which Microsoft can require Comcast to terminate its exclusivity
       obligations.

     In consideration for Cox's agreement to waive its right to terminate
exclusivity as of June 4, 1999, our board approved changes to our corporate
governance on April 16, 1999. Our stockholders approved these changes on May 28,
1999. These governance changes generally require board action to be approved by
a majority of our board, including the board representatives of AT&T and either
Cox or Comcast. In addition, as further consideration for Cox's waiver, AT&T
agreed to increase its subscriber acquisition goal for the next twelve months
above its current goal for that period.

     If the exclusivity obligations of our cable partners are terminated, this
could significantly harm our business and cause an immediate drop in our stock
price.

WE ARE CONTROLLED BY TCI AND AT&T

     TCI controls approximately 58% of our voting power. AT&T owns TCI and
therefore controls us. Currently, four of our eleven directors are directors,
officers or employees of TCI, AT&T or its affiliates. TCI currently owns all
outstanding shares of our Series B common stock, 30,800,000 shares, each of
which carries ten votes per share. This Series B common stock ownership gives
TCI the right to elect five Series B directors, one of which is designated by
Comcast and one of which is designated by Cox. So long as TCI owns at least
15,400,000 shares of our Series B common stock and holds a majority of our
voting power, our board may take action only if approved by the board and by at
least 75%, or four of the five, of our Series B directors. As a result,
corporate actions generally require the approval of TCI's three Series B
directors and one, or in some cases both, of the directors designated by Comcast
and Cox. Therefore, Comcast and Cox, acting together, may veto any board action.
Notwithstanding these provisions, all of our directors owe fiduciary duties to
our stockholders.

WE DEPEND ON TCG FOR LOCAL TELECOMMUNICATIONS SERVICES FOR OUR @WORK SERVICES

     We depend on TCG, which is owned by AT&T, to provide local
telecommunications services and co-location within TCG's facilities on favorable
economic terms. This relationship enables us to provide @Work services to an
entire metropolitan area in which TCG has facilities. If we were required to
obtain comparable telecommunications services from local exchange carriers, we
would effectively be limited to providing @Work services to commercial customers
within a ten-mile radius of one of our points of presence. As a

                                       10
<PAGE>   12

result, we would be required to build multiple points of presence to service an
entire metropolitan area, which would substantially increase our capital costs
to enter new markets and which could make market entry uneconomical. If we were
required to pay standard local exchange carrier rates, the ongoing operating
costs for our @Work services would be substantially higher. The loss of our
strategic relationship with TCG would significantly harm our ability to deploy
our @Work services. In addition, TCG has acquired a provider of Internet-related
services to businesses and corporate customers and will compete directly with
the @Work Internet service. To the extent TCG acquires or enters into strategic
relationships with other Internet service providers, TCG may reduce its support
of the @Work services. Although there are alternative suppliers for TCG's
services, it could take a significant period of time for us to establish similar
relationships, and equivalent terms might not be available.

WE MAY FACE ADDITIONAL COMPETITION FROM AT&T

     AT&T operates businesses that could compete with our services,
notwithstanding any exclusivity obligations that may apply to it due to its
ownership of TCI:

     - AT&T operates a consumer Internet service known as AT&T WorldNet.
       Although AT&T WorldNet is currently a telephone dial-up service that does
       not utilize broadband technologies, AT&T may be able to use
       non-cable-based data transport mechanisms to offer high-speed residential
       Internet services that compete with the @Home service.

     - AT&T owns TCG, which operates an Internet service for business customers
       that competes with the @Work service. The @Work business depends to a
       significant extent on our agreement with TCG for local access
       telecommunications services. If TCG ceases to cooperate with us, the
       @Work business would be harmed. Because the @Work business is not subject
       to the cable partners' exclusivity obligations, AT&T or TCG are not
       limited in their ability to compete with the @Work business.

     - AT&T and Time Warner recently announced the formation of a significant
       strategic relationship that will include a joint venture to offer
       AT&T-branded cable telephony service to residential and small business
       customers over Time Warner's existing cable television systems in 33
       states. The relationship between AT&T and Time Warner could ultimately
       extend to other broadband services, including cable Internet services,
       that compete with the @Home service.

     AT&T may take actions that benefit TCG, WorldNet or other services of AT&T
or other parties to our detriment.

WARRANTS ISSUED TO OUR CABLE PARTNERS MAY RESULT IN ADDITIONAL DILUTION TO OUR
STOCKHOLDERS

     We have entered into agreements with Cablevision Systems Corporation,
Rogers, Shaw and other cable partners under which warrants to purchase
46,213,444 shares of our Series A common stock were outstanding as of March 31,
1999. Under these agreements, warrants to purchase 20,863,180 shares of our
Series A common stock at an average exercise price of $0.38 per share were
exercisable as of March 31, 1999. To the extent that these cable partners become
eligible to and choose to exercise their warrants, our stockholders would
experience substantial dilution. We also may issue additional stock, or

                                       11
<PAGE>   13

warrants to purchase stock, at prices less than fair market value in connection
with efforts to expand distribution of the @Home service.

     RISKS ASSOCIATED WITH OUR ACQUISITION OF EXCITE AND EXCITE'S BUSINESS

WE FACE SEVERAL TRANSITORY RISKS ASSOCIATED WITH OUR ACQUISITION OF EXCITE

     On May 28, 1999, we acquired Excite, Inc. Although this transaction is
complete, the following risks associated with this acquisition remain:

     - Our pro forma accounting for the merger may changed pending a final
       analysis of the fair values of the assets acquired and liabilities
       assumed. The impact of these changes could be material to our future
       operating results.

     - We may encounter substantial difficulties, costs and delays associated
       with integrating the operations of our companies. This process may
       disrupt our business if not completed in a timely and efficient manner.

     - Present and potential relationships of us and Excite with sponsors,
       content providers, advertisers, users and subscribers may be harmed by
       the merger.

     - We and Excite may lose the right to use intellectual property or other
       contractual rights if we or Excite cannot obtain third party consent,
       waiver or approval of the merger where required under existing
       agreements.

     - The merger may result in conflicts associated with exclusive rights that
       both we and Excite have granted to third parties with regard to content,
       sponsorship or other strategic relationships, and failure to resolve
       these conflicts could harm our business.

EXCITE HAS NOT BEEN AND MAY NEVER BE PROFITABLE

     Excite has incurred significant operating expenses since it was formed. As
of December 31, 1998, Excite had an accumulated deficit of $135.6 million.
Although Excite has had significant revenue growth in recent periods, it may not
be able to sustain this growth in future periods. Excite may never achieve
profitability.

EXCITE COULD LOSE USERS, ADVERTISERS AND REVENUES TO COMPETITORS

     Excite competes with a number of companies both for users and advertisers,
and therefore for revenues. We expect this competition will intensify,
particularly because there are few barriers to entry in Excite's market.
Excite's competitors include:

     - Web portal companies such as Infoseek's Go Network, Lycos, Netscape's
       Netcenter and Yahoo!

     - service providers such as America Online and Microsoft's MSN service

     - large media companies such as CBS, NBC, Time-Warner and USA Networks,
       Inc., who have announced initiatives to develop Web services or partner
       with Web companies and

     - providers of Web-based advertising solutions, including AdForce,
       advertising management software, including NetGravity, Inc., advertising
       supported content and traditional advertising media.

                                       12
<PAGE>   14

EXCITE DEPENDS ON SPONSORSHIP AGREEMENTS FOR REVENUES

     Excite derived approximately 25% of its 1998 advertising revenues from
third parties to provide sponsored services and placements on Excite's Web
sites. These sponsorships typically last for a longer period of time than
traditional banner advertisement purchases. If these sponsorship arrangements do
not meet the advertisers' expectations as to new customers or increased sales or
brand awareness, the sponsors may not renew their arrangements with Excite. It
may also be difficult for Excite to obtain additional sponsors if potential new
sponsors compete with existing sponsors. If Excite does not renew its existing
sponsorships or obtain new sponsors, our business would be harmed.

EXCITE DEPENDS ON SEVERAL THIRD PARTY RELATIONSHIPS FOR USERS, ADVERTISERS AND
REVENUES

     Excite depends on a number of third party relationships to provide users
and content for its services, including agreements for links to Excite's
services to be placed on high-traffic Web sites and agreements for third parties
to provide content, games and e-mail for Excite's Web sites. If these
relationships terminate and Excite is not able to replace them, it could lose
users or advertisers, and this could harm our revenues.

PRIVACY CONCERNS REGARDING THE USAGE OF DEMOGRAPHIC INFORMATION COULD PREVENT US
AND EXCITE FROM BENEFITING FROM SELLING TARGETED ADVERTISING

     Excite's and some of our services, as well as those of Excite's subsidiary
MatchLogic, use cookies to help deliver targeted advertising and help compile
demographic information about users. Cookies are bits of information on a user's
drive and are passed between a Web server and the user's Web browser. These
cookies can be placed on a user's hard drive without the user's consent or
knowledge. Due to privacy concerns, some commentators and governmental bodies
have suggested that the use of cookies be limited. In addition, many versions of
Web browsers permit users to block or delete cookies. Any reduction or
limitation in the use of cookies could prevent Excite or MatchLogic from
utilizing their ad targeting capabilities, which could result in lower
advertising rates.

POTENTIAL LITIGATION WITH RESPECT TO INTELLECTUAL PROPERTY RIGHTS COULD HARM
EXCITE'S BUSINESS

     Many parties, including competitors of Excite, are actively developing
search, indexing and related Internet technologies. Some of these parties have
taken steps to protect these technologies, and we believe that others will
follow. Therefore, we believe that disputes regarding the ownership of these
technologies are likely to arise in the future. We may not be able to defend any
litigation successfully. Even if successful, defending litigation can be costly
and divert management resources.

                                USE OF PROCEEDS

     We will not receive any proceeds from the sale of the Series A common stock
by the selling stockholders under this prospectus.

                                       13
<PAGE>   15

                                DIVIDEND POLICY

     We have never paid any cash dividends on our stock. We anticipate that we
will continue to retain any earnings for use in the operation of our business
and we do not currently intend to pay dividends.

                              SELLING STOCKHOLDERS

     The following table sets forth information with respect to the selling
stockholders and the shares of our Series A common stock that they may offer
under this prospectus. Each of the selling stockholders named below was formerly
an option holder of Narrative who acquired options to purchase shares of our
Series A common stock as a result of our acquisition of Narrative. To our
knowledge, none of the selling stockholders has, or within the past three years
has had, any position, office or other material relationship with us or any of
our predecessors or affiliates.

     The share information provided in the table below is based on information
provided to us by each of the selling stockholders as of June 9, 1999. We
calculated beneficial ownership according to Rule 13d-3 of the Exchange Act as
of this date. Each of the selling stockholders beneficially owns less than 1% of
our outstanding Series A common stock, based on 331,178,234 shares of Series A
common stock outstanding as of June 16, 1999. We may update, amend or supplement
this prospectus from time to time to update the disclosure in this section.

     The selling stockholders may from time to time offer and sell any or all of
the shares under this prospectus. Because the selling stockholders are not
obligated to sell their shares, and because selling stockholders may also
acquire publicly traded shares of our Series A common stock, we cannot estimate
how many shares each selling stockholder will beneficially own after this
offering.

<TABLE>
<CAPTION>
                                        SHARES
                                  BENEFICIALLY OWNED      SHARES THAT
              NAME                BEFORE THE OFFERING    MAY BE OFFERED
              ----                -------------------    --------------
<S>                               <C>                    <C>
Greg White......................         38,552                 400
Thomas Middleton................         31,618                 550
Jamie Bertasi...................         14,912               1,102
Lori Dustin.....................         11,104              11,104
Grant Schneider.................          3,308               1,852
Alexandra Trevelyan.............          3,308                 826
John Roswech....................          2,984               1,070
William J. Kennedy..............          2,138               1,490
Three other selling stockholders
  who each own less than 1,000
  shares of our Series A common
  stock.........................          1,136                 930
                                        -------              ------
          TOTALS................        109,060              19,324
</TABLE>

                                       14
<PAGE>   16

                              PLAN OF DISTRIBUTION

     Who may sell and applicable restrictions. The selling stockholders will be
offering and selling all shares offered and sold under this prospectus.
Alternatively, the selling stockholders may from time to time offer the shares
through brokers, dealers or agents that may receive compensation in the form of
discounts, concessions or commissions from the selling stockholders and/or the
purchasers of the shares for whom they may act as agent. In effecting sales,
broker-dealers that are engaged by the selling stockholders may arrange for
other broker-dealers to participate. The selling stockholders and any brokers,
dealers or agents who participate in the distribution of the shares may be
deemed to be underwriters. Any profits on the sale of the shares by them and any
discounts, commissions or concessions received by any broker, dealer or agent
might be deemed to be underwriting discounts and commissions under the
Securities Act. To the extent the selling stockholders may be deemed to be
underwriters, the selling stockholders may be subject to certain statutory
liabilities, including, but not limited to, Sections 11, 12 and 17 of the
Securities Act and Rule 10b-5 under the Exchange Act.

     Manner of sales. The selling stockholders will act independently of us in
making decisions with respect to the timing, manner and size of each sale. Sales
may be made over the Nasdaq National Market or other over-the-counter markets.
The shares may be sold at then prevailing market prices, at prices related to
prevailing market prices or at negotiated prices. Selling stockholders may also
resell all or a portion of the shares in open market transactions in reliance
upon Rule 144 under the Securities Act, provided they meet the criteria and
conform to the requirements of this rule. The selling stockholders may decide
not to sell any of the shares offered under this prospectus, and selling
stockholders may transfer, devise or gift these shares by other means.

     Prospectus delivery. Because selling stockholders may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, they
will be subject to the prospectus delivery requirements of the Securities Act.
At any time a particular offer of the shares is made, a revised prospectus or
prospectus supplement, if required, will be distributed which will set forth:

     - the name of the selling stockholder and of any participating
       underwriters, broker-dealers or agents

     - the aggregate amount and type of shares being offered

     - the price at which the shares were sold and other material terms of the
       offering

     - any discounts, commissions, concessions and other items constituting
       compensation from the selling stockholders and any discounts, commissions
       or concessions allowed or paid to dealers and

     - that any participating broker-dealers did not conduct any investigation
       to verify the information set out or incorporated in this prospectus by
       reference.

The prospectus supplement or a post-effective amendment will be filed with the
Securities and Exchange Commission to reflect the disclosure of additional
information with respect to the distribution of the shares. In addition, if we
receive notice from a selling stockholder that a donee or pledgee intends to
sell more than 500 shares, a supplement to this prospectus will be filed.

                                       15
<PAGE>   17

     Expenses associated with registration. We have agreed to pay the expenses
of registering the shares under the Securities Act, including registration and
filing fees, printing and duplication expenses, administrative expenses and
legal and accounting fees. Each selling stockholder will pay its own brokerage
and legal fees, if any.

     Indemnification. In the rights agreement dated December 30, 1998 between us
and the selling stockholders, we and the selling stockholders agreed to
indemnify each other and specified other persons against some liabilities in
connection with the offering of the shares, including liabilities arising under
the Securities Act. The selling stockholders may also agree to indemnify any
broker-dealer or agent that participates in transactions involving sales of the
shares against some liabilities, including liabilities arising under the
Securities Act.

     Suspension of this offering. We may suspend the use of this prospectus if
we learn of any event that causes this prospectus to include an untrue statement
of a material fact or to omit to state a material fact required to be stated in
the prospectus or necessary to make the statements in the prospectus not
misleading in the light of the circumstances then existing. If this type of
event occurs, a prospectus supplement or post-effective amendment, if required,
will be distributed to each selling stockholder.

                                 LEGAL MATTERS

     The validity of the issuance of the shares of Series A common stock offered
under this prospectus will be passed upon for us by Fenwick & West LLP, Two Palo
Alto Square, Palo Alto, California 94306.

                                    EXPERTS

     Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our annual report on Form 10-K for the year
ended December 31, 1998, as amended, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements are incorporated by reference in reliance on
the report of Ernst & Young LLP given on their authority as experts in
accounting and auditing.

     The financial statements of Narrative incorporated in this prospectus by
reference to the audited historical financial statements included as Exhibit
99.01 of our Form 8-K/A filed on February 19, 1999 have been incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on their authority as experts in auditing and accounting.

                           FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act relating
to future events or financial results. These forward-looking statements include
statements indicating that we believe, we expect or we anticipate that events
may occur or trends may continue, and similar statements relating to future
events or financial results. These forward-looking statements are subject to
material risks and uncertainties as indicated under the caption "Risk Factors."
Actual results could vary materially as a result of a number of factors
including those disclosed in "Risk Factors" and elsewhere in this prospectus.

                                       16
<PAGE>   18

                      WHERE YOU CAN FIND MORE INFORMATION

     The following documents that we have filed with the Securities and Exchange
Commission are incorporated into this prospectus by reference:

     - the registration statement on Form S-8 of which this prospectus is a
       part, and the exhibits filed with this registration statement and
       incorporated into this registration statement by reference

     - our annual report on Form 10-K for the year ended December 31, 1998, as
       amended on March 31, 1999 and on April 27, 1999

     - the registration of our Series A common stock on Form 8-A filed on June
       13, 1997

     - all other reports filed under Section 13(a) or 15(d) of the Exchange Act
       since December 31, 1998, including: (1) our quarterly reports on Form
       10-Q for the quarters ended March 31, June 30 and September 30, 1998,
       each as amended on February 8, 1999; (2) our quarterly report on Form
       10-Q for the quarter ended March 31, 1999; (3) our current report on Form
       8-K filed on January 14, 1999, as amended on February 19, 1999; (4) our
       two current reports on Form 8-K filed on January 21, 1999; (5) our
       current report on Form 8-K filed on February 19, 1999; (6) our current
       report on Form 8-K filed on April 8, 1999; and (7) our current report on
       Form 8-K filed on June 14, 1999; and

     - all other information that we file with the Commission under Sections
       13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
       prospectus and before the termination of this offering.

     To the extent that any statement in this prospectus is inconsistent with
any statement that is incorporated by reference, the statement in this
prospectus shall control. The incorporated statement shall not be deemed, except
as modified or superceded, to constitute a part of this prospectus or the
registration statement.

     Because we are subject to the informational requirements of the Exchange
Act, we file reports and other information with the Commission. Reports,
registration statements, proxy and information statements and other information
that we have filed can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain copies of this material from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at rates prescribed by the Commission. The public may obtain information
on the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission also maintains a World Wide Web site that
contains reports, proxy and information statements and other information that is
filed electronically with the Commission. This web site can be accessed at
http://www.sec.gov.

     We have filed with the Commission a registration statement on Form S-8
under the Securities Act with respect to the Series A common stock offered under
this prospectus. This prospectus does not contain all of the information in the
registration statement, parts of which we have omitted, as allowed under the
rules and regulations of the Commission. You should refer to the registration
statement for further information with respect to us and our Series A common
stock. Statements contained in this prospectus as to the contents of any
contract or other document are not necessarily complete and, in each instance,
we refer you to the copy of each contract or document filed as an exhibit to the

                                       17
<PAGE>   19

registration statement. Copies of the registration statement, including
exhibits, may be inspected without charge at the Commission's principal office
in Washington, D.C., and you may obtain copies from this office upon payment of
the fees prescribed by the Commission.

     We will furnish without charge to each person to whom a copy of this
prospectus is delivered, upon written or oral request, a copy of the information
that has been incorporated by reference into this prospectus (except exhibits,
unless they are specifically incorporated by reference into this prospectus).
You should direct any requests for copies to At Home Corporation, 425 Broadway
Street, Redwood City, California 94063, Attention: David G. Pine, Vice President
and General Counsel, telephone: (650) 569-5000.

                                       18
<PAGE>   20

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

                              AT HOME CORPORATION

                                19,324 SHARES OF
                             SERIES A COMMON STOCK

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

                                   PROSPECTUS

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

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY
STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION CONTAINED IN OR INCORPORATED INTO THIS PROSPECTUS BY REFERENCE IS
ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS PROSPECTUS.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   21

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     For the purposes of this registration statement, the terms "we," "our" and
"us" refer to At Home Corporation, a Delaware corporation.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed with the Commission are incorporated into
this registration statement by reference:

          (a) our annual report on Form 10-K for the fiscal year ended December
     31, 1998, as amended on March 31, 1999 and on April 27, 1999;

          (b) all other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act") since
     December 31, 1998, including: (1) our quarterly reports on Form 10-Q for
     the quarters ended March 31, June 30 and September 30, 1998, each as
     amended on February 8, 1999; (2) our quarterly report on Form 10-Q for the
     quarter ended March 31, 1999; (3) our current report on Form 8-K filed on
     January 14, 1999, as amended on February 19, 1999; (4) our two current
     reports on Form 8-K filed on January 21, 1999; (5) our current report on
     Form 8-K filed on February 19, 1999; (6) our current report on Form 8-K
     filed on April 8, 1999; and (7) our current report on Form 8-K filed on
     June 14, 1999 and

          (c) the description of our Series A common stock contained in the
     Registrant's registration statement on Form 8-A filed under Section 12(g)
     of the Exchange Act, including any amendment or report filed for the
     purpose of updating such description

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

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                      II-1
<PAGE>   22

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF LIABILITY

     The following documents are incorporated by reference:

<TABLE>
<CAPTION>
                                         DOCUMENT
                                         --------
      <S>      <C>
      1        The Registrant's Fifth Amended and Restated Certificate of
               Incorporation, as filed with the Delaware Secretary of State
               on May 28, 1999 (see Exhibit 4.01).
      2        Form of Indemnification Agreement entered into by us with
               each of our directors and executive officers (incorporated
               by reference to Exhibit 10.09 to our registration statement
               on Form S-1, File No. 333-27323, declared effective by the
               Commission on July 11, 1997).
</TABLE>

     Under the following agreements related to our acquisition of Narrative
Communications Corp., third parties have agreed to indemnify us and our
directors, officers and employees against some liabilities, including losses by
us and our directors, officers and employees arising out of misrepresentations
or breaches by Narrative regarding our business, and some liabilities of us and
our directors, officers and employees arising under the Securities Act, the
Exchange Act or other federal or state laws:

<TABLE>
<CAPTION>
                                         DOCUMENT
                                         --------
      <S>      <C>
      1        Agreement and Plan of Merger dated December 17, 1998 among
               us, Transitory Corporation (our subsidiary) and Narrative
               (incorporated by reference to Exhibit 2.1 to our current
               report on Form 8-K filed with the Commission on January 14,
               1999).
      2        Escrow Agreement dated December 30, 1998 among us, Charles
               M. Hazard, Jr. as representative of the Narrative
               stockholders and State Street Bank and Trust Company of
               California, N.A., as escrow agent (incorporated by reference
               to Exhibit 2.3 to our current report on Form 8-K filed with
               the Commission on January 14, 1999).
      3        Rights Agreement dated December 30, 1998 between us and each
               of the Narrative stockholders (incorporated by reference to
               Exhibit 2.4 to our current report on Form 8-K filed with the
               Commission on January 14, 1999).
      4        Letter Agreement dated February 9, 1999 between us and
               Carlyle Venture Coinvestment LLC (incorporated by reference
               to Exhibit 99.02 to our registration statement on Form S-3,
               File No. 333-72669, declared effective by the Commission on
               May 20, 1999).
      5        Letter Agreement dated February 9, 1999 between us and
               Greylock Equity Limited Partnership (incorporated by
               reference to Exhibit 99.03 to our registration statement on
               Form S-3, File No. 333-72669, declared effective by the
               Commission on May 20, 1999).
</TABLE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     We issued a total of 19,324 shares of our Series A common stock to eleven
investors upon their exercise of options that they acquired in connection with
our acquisition of Narrative. These shares were issued in a private transaction
that was exempt from registration under the Securities Act by virtue of
Regulation D/Section 4(2) of the Securities Act.

                                      II-2
<PAGE>   23

ITEM 8. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                               EXHIBIT TITLE
-------                              -------------
<C>           <S>
  4.01        At Home Fifth Amended and Restated Certificate of
              Incorporation, as filed with the Delaware Secretary of State
              on May 28, 1999 (incorporated by reference to Exhibit 4.01
              to our registration statement on Form S-8, File No.
              333-79883, filed with the Commission on June 3, 1999).
  4.02        At Home Second Amended and Restated Bylaws, as adopted July
              16, 1997 (incorporated by reference to Exhibit 3.05 to our
              registration statement on Form S-1, File No. 333-27323,
              declared effective by the Commission on July 11, 1997).
  4.03        Narrative 1998 Equity Incentive Plan, as adopted December
              29, 1998.
  4.04        Narrative 1995 Stock Option Plan (incorporated by reference
              to Exhibit 10.12 to our annual report on Form 10-K, filed
              with the Commission on February 19, 1999).
  4.05        At Home 1997 Equity Incentive Plan, as amended through April
              16, 1999.
  5.01        Opinion of Fenwick & West LLP regarding the legality of the
              securities to be offered.
 23.01        Consent of Fenwick & West LLP (included in Exhibit 5.01).
 23.02        Consent of Ernst & Young LLP, Independent Auditors.
 24.01        Power of Attorney (see page II-5).
</TABLE>

ITEM 9. UNDERTAKINGS

     The Registrant undertakes:

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

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

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

        (c) to include any material information with respect to the plan of
            distribution not previously disclosed in the registration statement
            or any material change to the information in the registration
            statement;

        provided, however, that paragraphs (1)(a) and (1)(b) 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 Commission by Registrant pursuant to Section 13 or
        Section 15(d) of the Exchange Act that are incorporated by reference in
        the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
         Act, each post-effective amendment shall be deemed to be a new
         registration statement

                                      II-3
<PAGE>   24

         relating to the securities offered in the registration statement, and
         the offering of the securities at that time shall be deemed to be the
         initial bona fide offering of those securities.

     (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.

     (4) That, for purposes of determining any liability under the Securities
         Act, each filing of Registrant's annual report pursuant to Section
         13(a) or 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 in the
         registration statement, and the offering of the securities at that time
         shall be deemed to be the initial bona fide offering of those
         securities.

     (5) 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 provisions discussed in Item 6 hereof,
         or otherwise, the Registrant has been advised that in the opinion of
         the Securities and Exchange Commission this indemnification is against
         public policy as expressed in the Securities Act and is, therefore,
         unenforceable. If a claim for indemnification against these 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
         the director, officer or controlling person in connection with the
         securities being registered under this registration statement, 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 indemnification by it is against
         public policy as expressed in the Securities Act and will be governed
         by the final adjudication of this issue.

                                      II-4
<PAGE>   25

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant, At Home
Corporation, 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 Redwood City, State of California, on this 23rd day of June,
1999.

                                          AT HOME CORPORATION

                                          By: /s/ THOMAS A. JERMOLUK
                                             -----------------------------------
                                              Thomas A. Jermoluk
                                              Chairman and Chief Executive
                                              Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Thomas A. Jermoluk, Kenneth A. Goldman
and David G. Pine, 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 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, 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>
PRINCIPAL EXECUTIVE OFFICER:

/s/ THOMAS A. JERMOLUK                              Chairman and Chief       June 23, 1999
---------------------------------------------       Executive Officer
Thomas A. Jermoluk

PRINCIPAL FINANCIAL OFFICER:

/s/ KENNETH A. GOLDMAN                          Senior Vice President and    June 23, 1999
---------------------------------------------    Chief Financial Officer
Kenneth A. Goldman
</TABLE>

                                      II-5
<PAGE>   26

<TABLE>
<CAPTION>
                  SIGNATURE                               TITLE                  DATE
                  ---------                               -----                  ----
<S>                                            <C>                           <C>
PRINCIPAL ACCOUNTING OFFICER:

/s/ ROBERT A. LERNER                               Corporate Controller      June 23, 1999
---------------------------------------------
Robert A. Lerner

ADDITIONAL DIRECTORS

/s/ WILLIAM R. HEARST III                                Director            June 23, 1999
---------------------------------------------
William R. Hearst III

/s/ C. MICHAEL ARMSTRONG                                 Director            June 23, 1999
---------------------------------------------
C. Michael Armstrong

/s/ GEORGE BELL                                          Director            June 23, 1999
---------------------------------------------
George Bell

                                                         Director
---------------------------------------------
L. John Doerr

/s/ LEO J. HINDERY                                       Director            June 23, 1999
---------------------------------------------
Leo J. Hindery

/s/ JOHN C. MALONE                                       Director            June 23, 1999
---------------------------------------------
John C. Malone

/s/ JOHN C. PETRILLO                                     Director            June 23, 1999
---------------------------------------------
John C. Petrillo

/s/ BRIAN L. ROBERTS                                     Director            June 23, 1999
---------------------------------------------
Brian L. Roberts

/s/ JAMES R. SHAW                                        Director            June 23, 1999
---------------------------------------------
James R. Shaw

/s/ DAVID M. WOODROW                                     Director            June 23, 1999
---------------------------------------------
David M. Woodrow
</TABLE>

                                      II-6
<PAGE>   27

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                               EXHIBIT TITLE
-------                              -------------
<C>           <S>
  4.03        Narrative 1998 Equity Incentive Plan, as adopted December
              29, 1998.
  4.05        At Home 1997 Equity Incentive Plan, as amended through April
              16, 1999.
  5.01        Opinion of Fenwick & West LLP regarding the legality of the
              securities to be offered.
 23.01        Consent of Fenwick & West LLP (included in Exhibit 5.01).
 23.02        Consent of Ernst & Young LLP, Independent Auditors.
 24.01        Power of Attorney (see page II-5).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 76362}]
{"company-data": {"conformed-name": "AT HOME CORP", "cik": "0001020620", "assigned-sic": "7370", "irs-number": "770408542", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81477", "film-number": "99651701"}, "business-address": {"street1": "425 BROADWAY ST", "city": "REDWOOD CITY", "state": "CA", "zip": "94063", "phone": "6505695000"}, "mail-address": {"street1": "425 BROADWAY ST", "city": "REDWOOD", "state": "CA", "zip": "94063"}}
1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1999

                                            REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                  (INCLUDING REGISTRATION OF SHARES FOR RESALE
                          UNDER A FORM S-3 PROSPECTUS)
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                              AT HOME CORPORATION
           (EXACT NAME OF THE REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                        77-0408542
          (STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER
       OF INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)
425 BROADWAY STREET
                         REDWOOD CITY, CALIFORNIA 94063
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                      1998 NARRATIVE EQUITY INCENTIVE PLAN
                        1995 NARRATIVE STOCK OPTION PLAN
                           (FULL TITLES OF THE PLANS)

                               KENNETH A. GOLDMAN
               SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                              AT HOME CORPORATION
                              425 BROADWAY STREET
                         REDWOOD CITY, CALIFORNIA 94063
                                 (650) 569-5000
                      (NAME, ADDRESS AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                            GORDON K. DAVIDSON, ESQ.
                              THOMAS J. HALL, ESQ.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                          PALO ALTO, CALIFORNIA 94306
                                 (650) 494-0600
                          (COUNSEL TO THE REGISTRANT)

                        CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
                                                                  PROPOSED
                                               AMOUNT              MAXIMUM                PROPOSED
TITLE OF SECURITIES TO BE                       TO BE       OFFERING PRICE       MAXIMUM AGGREGATE            AMOUNT OF
REGISTERED                                 REGISTERED            PER SHARE          OFFERING PRICE     REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
Series A common stock, $.01 par
  value.........................            35,324(1)            $49.50(2)           $1,748,538(2)              $487
Series A common stock, $.01 par
  value.........................         1,143,790(3)          $28.2524(4)          $32,314,903(5)            $8,984(5)
-----------------------------------------------------------------------------------------------------------------------
          Total.................         1,179,114                                  $34,063,441               $9,471
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
(1) Represents 16,000 shares reserved for issuance upon the exercise of stock
    options that may be granted under the Narrative 1998 Equity Incentive Plan,
    and 19,324 shares issued by the Registrant pursuant to the exercise of
    options granted under the Narrative 1995 Stock Option Plan.

(2) Estimated solely for the purpose of calculating the amount of the
    registration fee in accordance with Rule 457(c) of the Securities Act of
    1933, as amended (the "Securities Act"), based on the average of the high
    and low prices of the Registrant's Series A common stock as reported by the
    Nasdaq National Market on June 17, 1999.

(3) Represents the aggregate of 884,000 shares subject to options outstanding
    under the Narrative 1998 Equity Incentive Plan and 259,790 shares subject to
    options outstanding under the Narrative 1995 Stock Option Plan.

(4) Weighted average per share exercise price for such outstanding options.

(5) Calculated based on the weighted average per share exercise price, pursuant
    to Rule 457(h)(1) of the Securities Act.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2

PROSPECTUS

                                  EXCITE@HOME

                              AT HOME CORPORATION

                     19,324 Shares of Series A Common Stock

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

Excite@Home's Series A common stock trades on the Nasdaq National Market.
Last reported sale price on June 23, 1999: $56.4375 per share.
Trading symbol: ATHM

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

                                  THE OFFERING

     Under this prospectus, the selling stockholders named in this prospectus or
in prospectus supplements may offer and sell shares of our Series A common stock
that they acquired upon the exercise of options originally granted under the
Narrative Communications Corp. 1995 Stock Option Plan and assumed by us upon our
acquisition of Narrative.

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

     INVESTING IN OUR SERIES A COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
PLEASE CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS
PROSPECTUS.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                  The date of this prospectus is June 24, 1999
3

                               TABLE OF CONTENTS
                           -------------------------
PAGE
                                      ----
Prospectus Summary..................    3
Risk Factors........................    4
Use of Proceeds.....................   13
Dividend Policy.....................   14
Selling Stockholders................   14
Plan of Distribution................   15
PAGE
                                      ----
Legal Matters.......................   16
Experts.............................   16
Forward-Looking Statements..........   16
Where You Can Find More
  Information.......................   17
2
4

                               PROSPECTUS SUMMARY

     This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all the information you should
consider before buying shares in this offering. You should read the entire
prospectus carefully. Unless the context otherwise requires, the terms we, our,
us, the company and Excite@Home refer to At Home Corporation, a Delaware
corporation. Each of the share numbers in this prospectus, including those dated
as of a date prior to June 16, 1999, have been adjusted to reflect the
two-for-one split of our common stock on June 16, 1999.

                              AT HOME CORPORATION

     We are the leading provider of broadband Internet services, content and
advertising over the cable television infrastructure. Our primary offering, the
@Home service, allows residential subscribers to connect their personal
computers through cable television wiring infrastructures to our high-speed
Internet backbone network. For businesses, our @Work services provide a platform
for Internet, intranet and extranet connectivity solutions and networked
business applications over both cable infrastructures and digital
telecommunications lines.

     Our Excite subsidiary operates two Internet portal sites, www.excite.com
and www.webcrawler.com, which are currently accessible on the World Wide Web.
Our @Media group has established the @Home launch screen as the leading
broadband Internet portal, providing a gateway to compelling multimedia and
electronic commerce offerings on the Internet.

     Excite's MatchLogic division and our Enliven business unit provide us with
the capabilities to offer advertisers a unified way to target, measure and
report advertising on all devices on which the @Home service is offered.

     Our principal executive offices are located at 425 Broadway Street, Redwood
City, California 94063. The primary telephone number for our principal executive
offices is (650) 569-5000.

                                  THE OFFERING

     Each of the shares that may be offered under this prospectus were issued by
us upon the exercise of options originally granted under the Narrative
Communications Corp. 1995 Stock Option Plan. We assumed these options as part of
our acquisition of Narrative in December 1998. These shares are being offered on
a continuous basis under Rule 415 of the Securities Act.
Series A common stock that may be offered by
  selling stockholders.............................  19,324 shares
Series A common stock to be outstanding after this
  offering.........................................  331,178,234 shares*
Use of proceeds....................................  We will not receive
                                                     any proceeds.
-------------------------
* Based on the number of shares outstanding as of June 16, 1999, and adjusted to
  reflect the two-for-one stock split.
                                        3
5

                                  RISK FACTORS

     An investment in our Series A common stock involves a high degree of risk.
You should carefully consider the following risk factors and the other
information in this prospectus before investing in our Series A common stock.
Our business and results of operations could be seriously harmed by any of the
following risks. The trading price of our Series A common stock could decline
due to any of these risks, and you may lose all or part of your investment.

     RISKS RELATED TO OUR BUSINESS

WE HAVE INCURRED AND EXPECT TO INCUR SUBSTANTIAL LOSSES

     We were incorporated in March 1995, commenced operations in August 1995,
and have incurred net losses from operations in each fiscal period since our
inception. As of March 31, 1999, we had an accumulated deficit of $245.3
million. In addition, we currently intend to increase capital expenditures and
operating expenses in order to expand our network and to market and provide our
services to a growing number of potential subscribers. As a result, we expect to
incur additional net losses before cost and amortization of distribution
agreements and amortization of goodwill and other intangible assets for at least
the next two quarters.

OUR BUSINESS IS UNPROVEN, AND WE MAY NOT ACHIEVE PROFITABILITY

     The profit potential of our business model is unproven. The @Home service
was available only in portions of 68 geographic markets as of March 31, 1999 and
may not achieve broad consumer or commercial acceptance. Although approximately
2,200 primarily small- and medium-sized business organizations have agreed to
utilize @Work services as of March 31, 1999, the @Work services may not achieve
broad commercial acceptance and the current rate of deployment for @Work
services may not be sustained. We have difficulty predicting whether the pricing
models for our Internet services will prove to be viable, whether demand for our
Internet services will materialize at the prices our cable partners charge for
the @Home service or the prices we or our cable partners charge for @Work
services, or whether current or future pricing levels will be sustainable. If
these pricing levels are not achieved or sustained or if our services do not
achieve or sustain broad market acceptance, our business, operating results and
financial condition will be significantly harmed. We may never achieve favorable
operating results or profitability.

GROWTH OF THE @HOME SERVICE MAY BE INHIBITED BY FACTORS BEYOND OUR CONTROL

     As of March 31, 1999, we had in excess of 460,000 cable modem subscribers,
including recently acquired Internet subscribers that are being converted to the
@Home service. Our ability to increase the number of subscribers to the @Home
service to achieve our business plans and generate future revenues will depend
on many factors which are beyond our control. For instance, some of our cable
partners have not achieved the subscriber levels that we had originally
anticipated. Other factors include:

     - the rate at which our current and future cable partners upgrade their
       cable infrastructures for two-way data services

     - our ability and the ability of our cable partners to coordinate timely
       and effective marketing campaigns with the availability of cable
       infrastructure upgrades

                                        4
6

     - the success of our cable partners in marketing and installing the @Home
       service in their local cable areas

     - the prices that our cable partners set for the @Home service and for its
       installation

     - the speed at which our cable partners can complete the installations
       required to initiate service for new subscribers

     - the commercial availability of self-installable, two-way modems that
       comply with the recently adopted interface standards known as DOCSIS, and
       the success of our roll-out of these products with the @Home service

     - the quality of customer and technical support provided by us and our
       cable partners and

     - the quality of content on the @Home service.

WE NEED TO ADD SUBSCRIBERS AT A RAPID RATE FOR OUR BUSINESS TO SUCCEED, BUT WE
MAY NOT ACHIEVE OUR SUBSCRIBER GROWTH GOALS

     Our actual revenues or the rate at which we will add new subscribers may
differ from our forecasts. We may not be able to increase our subscriber base
enough to meet our internal forecasts or the forecasts of industry analysts or
to a level that meets the expectations of investors. The rate at which
subscribers have increased in the past does not necessarily indicate the rate at
which subscribers may be expected to grow in the future. In particular, while we
have forecast that our number of subscribers could grow to over 1.0 million by
December 31, 1999 from in excess of 460,000 subscribers at March 31, 1999, we
may not achieve this level of subscriber growth.

OUR SUBSCRIBER GROWTH DEPENDS ON THE ACTIONS OF OUR CABLE PARTNERS, AND IS
LIMITED BY PRICE AND INSTALLATION CONSTRAINTS

     We believe subscriber growth has been constrained, and will continue to be
constrained, by the cost and time required to install the @Home service for each
residential consumer. In addition, our growth has been constrained by the rate
at which our cable partners have upgraded their systems, and most of our cable
partners are not obligated to upgrade their cable infrastructures or market the
@Home service. Moreover, the @Home service is currently priced at a premium to
many other online services, and large numbers of subscribers may not be willing
to pay a premium for the @Home service.

IF WE CANNOT MAINTAIN THE SCALABILITY, SPEED AND SECURITY OF OUR NETWORK,
CUSTOMERS WILL NOT ACCEPT OUR SERVICES

     Due to the limited deployment of our services, the ability of our network
to connect and manage a substantial number of online subscribers at high
transmission speeds is unknown. Therefore, we face risks related to our
network's ability to be scaled up to its expected subscriber levels while
maintaining superior performance. Our network may be unable to achieve or
maintain a high speed of data transmission, especially as our subscribers
increase. In recent periods, the performance of our network has experienced some
deterioration in some markets as a result of subscriber abuse of the @Home
service. While we seek to eliminate this abuse by limiting users' upstream
bandwidth, our failure to achieve or maintain high-speed data transmission would
significantly reduce consumer

                                        5
7

demand for our services. In addition, while we have taken steps to prevent users
from sharing files via the @Home service and to protect against bulk unsolicited
e-mail, public concerns about security, privacy and reliability of the cable
network, or actual problems with the security, privacy or reliability of our
network, may inhibit the acceptance of our Internet services.

IF NEW TWO-WAY CABLE MODEMS ARE NOT DEPLOYED TIMELY AND SUCCESSFULLY, WE MAY NOT
BE ABLE TO GROW OUR SUBSCRIBER BASE AS QUICKLY

     Each of our subscribers currently must obtain a cable modem from a cable
partner to access the @Home service. The North American cable industry has
recently adopted interface standards known as DOCSIS for hardware and software
to support the delivery of data services over the cable infrastructure utilizing
compatible cable modems. Some of our cable partners have chosen to delay some
deployments of the @Home service until the widespread commercial availability of
DOCSIS-compliant cable modems. Our subscriber growth could be constrained and
our business could be significantly harmed if our cable partners choose to slow
the deployment of the @Home service further. Cable modems that are
DOCSIS-compliant are not expected to be available in significant quantities
until at least the second quarter of 1999. If our cable partners are not able to
obtain a sufficient quantity of DOCSIS-compliant modems, our growth will be
limited.

WE COULD LOSE SUBSCRIBERS, DISTRIBUTION RELATIONSHIPS AND REVENUES TO OUR
COMPETITORS

     The markets for consumer and business Internet services and online content
are extremely competitive, and we expect that competition will intensify in the
future. Our most direct competitors in these markets include the following:

     - Providers of cable-based Internet services. For example, Time Warner Inc.
       and Media One Group have deployed high-speed Internet access services
       over their local cable networks through their own cable-based Internet
       service, Road Runner. We currently compete with Road Runner to establish
       distribution arrangements with cable system operators, but we may compete
       for subscribers in the future if and when our cable partners cease to be
       subject to their exclusivity obligations.

     - Telecommunications providers. We compete with national long-distance and
       local exchange carriers that offer high-speed, Internet access services
       such as integrated services digital network and asymmetric digital
       subscriber line. If the advanced services offered by these companies are
       deregulated, this would further enhance the ability of these companies to
       compete against our services.

     - Internet and online service providers. We compete with Internet service
       providers that provide basic Internet access services and with online
       service providers such as America Online.

     - Internet content aggregators. We compete with content aggregators and
       Internet portals that seek to capture audience flow by providing
       ease-of-use and offering content that appeals to a broad audience,
       including America Online, Yahoo! Inc. and Lycos, Inc.

     Many of our competitors and potential competitors have substantially
greater financial, technical and marketing resources, larger subscriber bases,
longer operating histories,

                                        6
8

greater name recognition and more established relationships with advertisers and
content and application providers than we do. These competitors may be able to
undertake more extensive marketing campaigns, adopt more aggressive pricing
policies and devote more resources to developing Internet services or online
content than we could. We may not be able to compete successfully against
current or future competitors, and competitive pressures could significantly
harm our subscriber base, our ability to renew and enter into new distribution
agreements and our revenues.

OUR DEPENDENCE ON OUR NETWORK EXPOSES US TO A SIGNIFICANT RISK OF SYSTEM FAILURE

     Our operations are dependent upon our ability to support our highly complex
network infrastructure and avoid damage from fires, earthquakes, floods, power
losses, telecommunications failures and similar events. The occurrence of a
natural disaster or other unanticipated problem at our network operations center
or at a number of our regional data centers could cause interruptions in our
services. Additionally, failure of our cable partners or companies from which we
obtain data transport services to provide the data communications capacity that
we require, for example as a result of natural disaster, or operational
disruption, could cause interruptions in the services we provide. Any damage or
failure that causes interruptions in our operations could harm our business.

OUR LIMITED EXPERIENCE WITH INTERNATIONAL EXPANSION MAY PREVENT US FROM GROWING
OUR BUSINESS OUTSIDE THE UNITED STATES

     A key component of our strategy is expansion into international markets. To
date, we have developed distribution relationships only with United States,
Canadian and Dutch cable system operators. We have extremely limited experience
in developing localized versions of our products and services and in developing
relationships with international cable system operators. We may not be
successful in expanding our product and service offerings into foreign markets.
In addition to the uncertainty regarding our ability to generate revenues from
foreign operations and expand our international presence, we face specific risks
related to providing Internet services in foreign jurisdictions, including:

     - regulatory requirements, including the regulation of Internet access

     - legal uncertainty regarding liability for information retrieved and
       replicated in foreign jurisdictions and

     - potential inability to use European customer information due to new
       European governmental regulations.

                                        7
9

OUR BUSINESS MAY BE IMPACTED BY CABLE UNBUNDLING PROPOSALS AND OTHER GOVERNMENT
REGULATION

     Currently, our services are not directly subject to regulations of the
Federal Communication Commission or any other federal, state or local
communications regulatory agency. However, changes could develop in the
regulatory environment relating to the Internet, cable or telecommunications
markets which could require regulatory compliance by us or which could impact
our exclusivity arrangements, subscribers and revenues, including:

     - Federal regulation. Regulatory changes that affect telecommunications
       costs, limit usage of subscriber-related information or increase
       competition from telecommunications companies could affect our pricing or
       ability to market our services successfully. For example, regulation of
       cable television rates may affect the speed at which our cable partners
       upgrade their cable systems to carry our services.

     - Regulation by local franchise authorities. Many of our United States
       cable partners' local cable affiliates have elected to classify the
       provision of the @Home service as additional cable services under their
       local franchise agreements, and to pay franchise fees under those
       agreements. Local franchise authorities may attempt to subject cable
       systems to higher or different franchise fees, taxes or requirements in
       connection with their distribution of the @Home service. There are
       thousands of franchise authorities, and it would be difficult or
       impossible for us or our cable partners to operate under a unified set of
       franchise requirements.

     - Third-party access. The FCC or local agencies could require our cable
       partners to grant our competitors access to their cable systems. America
       Online, MindSpring Enterprises, Inc., Consumers Union and other parties
       have requested the FCC to require cable operators to provide Internet and
       online service providers with unbundled access to their cable systems. If
       we or our cable partners are classified as common carriers of Internet
       services, or if the FCC otherwise requires third-party access to their
       cable infrastructures, Internet and online service providers could
       provide services over our cable partners' systems that compete with our
       services. Our cable partners could also be subject to tariffs for the
       amounts they could charge for our services.

       In local government proceedings, Portland and Multnomah County, Oregon
       have imposed third-party access requirements on TCI as a condition of its
       merger with AT&T, and other municipalities such as Los Angeles are
       considering imposing similar requirements. In June 1999, a U.S. District
       Court upheld the third-party access requirement imposed on TCI by
       Portland and Multnomah County. This decision has been appealed to the
       U.S. Court of Appeals for the Ninth Circuit.

WE COULD FACE LIABILITY FOR DEFAMATORY OR INDECENT CONTENT

     Claims could be made against Internet and online service providers under
both United States and foreign law for defamation, negligence, copyright or
trademark infringement, or other theories based on the nature and content of the
materials disseminated through their networks. Several private lawsuits seeking
to impose this liability are currently pending. In addition, legislation has
been proposed that imposes liability for or prohibits the transmission over the
Internet of indecent content. The imposition upon Internet and online service
providers of potential liability for information carried on or disseminated

                                        8
10

through their systems could require us to implement measures to reduce our
exposure to this liability. This may require that we expend substantial
resources or discontinue service or product offerings. The increased attention
focused upon liability issues as a result of these lawsuits and legislative
proposals could impact the growth of Internet use. Furthermore, some foreign
governments, such as Germany, have enacted laws and regulations governing
content distributed over the Internet that are more strict than those currently
in place in the United States. One or more of these factors could significantly
harm our business.

     RISKS RELATED TO OUR RELATIONSHIPS WITH OUR CABLE PARTNERS

     Our agreements with our cable partners are complex. For a summary of some
of the key aspects of these agreements, you should refer to our annual report on
Form 10-K.

WE DEPEND ON OUR CABLE PARTNERS TO UPGRADE TO THE TWO-WAY CABLE INFRASTRUCTURE
NECESSARY TO SUPPORT THE @HOME SERVICE; THE AVAILABILITY AND TIMING OF THESE
UPGRADES ARE UNCERTAIN

     Transmission of the @Home service and cable-based @Work services depends on
the availability of high-speed two-way hybrid fiber coaxial cable
infrastructure. However, only a portion of existing cable plant in the United
States and in some international markets has been upgraded to two-way hybrid
fiber coaxial cable, and even less is capable of high-speed two-way
transmission. As of March 31, 1999, approximately 25% of our North American
cable partners' cable infrastructure is capable of delivering the @Home service.
Our cable partners have announced and begun to implement major infrastructure
investments in order to deploy two-way hybrid fiber coaxial cable. However,
these investments have placed a significant strain on the financial, managerial,
operating and other resources of our cable partners, most of which are already
highly leveraged. Therefore, these infrastructure investments have been, and we
expect will continue to be, subject to change, delay or cancellation. Although
our commercial success depends on the successful and timely completion of these
infrastructure upgrades, most of our cable partners are under no obligation to
upgrade systems or to introduce, market or promote our services. The failure of
our cable partners to complete these upgrades in a timely and satisfactory
manner, or at all, would prevent us from delivering high-performance Internet
services and would significantly harm our business.

OUR CABLE PARTNERS ARE NOT GENERALLY OBLIGATED TO CARRY OUR SERVICES, AND THE
EXCLUSIVITY OBLIGATIONS THAT PREVENT THEM FROM CARRYING COMPETING SERVICES MAY
BE TERMINATED

     Our cable partners are subject to exclusivity obligations that prohibit
them from obtaining high-speed, greater than 128 kilobits per second,
residential consumer Internet services from any source other than us. However,
most of our cable partners are under no affirmative obligation to carry any of
our services. Also, the exclusivity obligations of our principal cable partners,
TCI, Comcast, Cox and Cablevision, expire on June 4, 2002, and may be terminated
sooner under some circumstances, including:

     - Our principal cable partners may terminate all their exclusivity
       obligations upon a change in law that materially impairs some of their
       rights.

                                        9
11

     - Comcast or Cox may terminate all exclusivity obligations of our principal
       cable partners at any time if there is a change of control of TCI that
       results within twelve months in the incumbent TCI directors no longer
       constituting a majority of TCI's board. AT&T, TCI, Comcast and Cox have
       agreed, however, that AT&T's acquisition of TCI did not constitute a
       change of control under the terms of the original agreement.

     - Cox or Comcast may terminate the exclusivity provisions of our principal
       cable partners if AT&T and its affiliates do not meet @Home subscriber
       penetration levels. On June 4, 1999, Cox had this right, but Cox waived
       this right for 1999.

     - Comcast may terminate its own exclusivity obligations if it allows us to
       repurchase a portion of Comcast's equity interest in us. Comcast has
       informed us that it entered into an agreement with Microsoft Corporation
       under which Microsoft can require Comcast to terminate its exclusivity
       obligations.

     In consideration for Cox's agreement to waive its right to terminate
exclusivity as of June 4, 1999, our board approved changes to our corporate
governance on April 16, 1999. Our stockholders approved these changes on May 28,
1999. These governance changes generally require board action to be approved by
a majority of our board, including the board representatives of AT&T and either
Cox or Comcast. In addition, as further consideration for Cox's waiver, AT&T
agreed to increase its subscriber acquisition goal for the next twelve months
above its current goal for that period.

     If the exclusivity obligations of our cable partners are terminated, this
could significantly harm our business and cause an immediate drop in our stock
price.

WE ARE CONTROLLED BY TCI AND AT&T

     TCI controls approximately 58% of our voting power. AT&T owns TCI and
therefore controls us. Currently, four of our eleven directors are directors,
officers or employees of TCI, AT&T or its affiliates. TCI currently owns all
outstanding shares of our Series B common stock, 30,800,000 shares, each of
which carries ten votes per share. This Series B common stock ownership gives
TCI the right to elect five Series B directors, one of which is designated by
Comcast and one of which is designated by Cox. So long as TCI owns at least
15,400,000 shares of our Series B common stock and holds a majority of our
voting power, our board may take action only if approved by the board and by at
least 75%, or four of the five, of our Series B directors. As a result,
corporate actions generally require the approval of TCI's three Series B
directors and one, or in some cases both, of the directors designated by Comcast
and Cox. Therefore, Comcast and Cox, acting together, may veto any board action.
Notwithstanding these provisions, all of our directors owe fiduciary duties to
our stockholders.

WE DEPEND ON TCG FOR LOCAL TELECOMMUNICATIONS SERVICES FOR OUR @WORK SERVICES

     We depend on TCG, which is owned by AT&T, to provide local
telecommunications services and co-location within TCG's facilities on favorable
economic terms. This relationship enables us to provide @Work services to an
entire metropolitan area in which TCG has facilities. If we were required to
obtain comparable telecommunications services from local exchange carriers, we
would effectively be limited to providing @Work services to commercial customers
within a ten-mile radius of one of our points of presence. As a

                                       10
12

result, we would be required to build multiple points of presence to service an
entire metropolitan area, which would substantially increase our capital costs
to enter new markets and which could make market entry uneconomical. If we were
required to pay standard local exchange carrier rates, the ongoing operating
costs for our @Work services would be substantially higher. The loss of our
strategic relationship with TCG would significantly harm our ability to deploy
our @Work services. In addition, TCG has acquired a provider of Internet-related
services to businesses and corporate customers and will compete directly with
the @Work Internet service. To the extent TCG acquires or enters into strategic
relationships with other Internet service providers, TCG may reduce its support
of the @Work services. Although there are alternative suppliers for TCG's
services, it could take a significant period of time for us to establish similar
relationships, and equivalent terms might not be available.

WE MAY FACE ADDITIONAL COMPETITION FROM AT&T

     AT&T operates businesses that could compete with our services,
notwithstanding any exclusivity obligations that may apply to it due to its
ownership of TCI:

     - AT&T operates a consumer Internet service known as AT&T WorldNet.
       Although AT&T WorldNet is currently a telephone dial-up service that does
       not utilize broadband technologies, AT&T may be able to use
       non-cable-based data transport mechanisms to offer high-speed residential
       Internet services that compete with the @Home service.

     - AT&T owns TCG, which operates an Internet service for business customers
       that competes with the @Work service. The @Work business depends to a
       significant extent on our agreement with TCG for local access
       telecommunications services. If TCG ceases to cooperate with us, the
       @Work business would be harmed. Because the @Work business is not subject
       to the cable partners' exclusivity obligations, AT&T or TCG are not
       limited in their ability to compete with the @Work business.

     - AT&T and Time Warner recently announced the formation of a significant
       strategic relationship that will include a joint venture to offer
       AT&T-branded cable telephony service to residential and small business
       customers over Time Warner's existing cable television systems in 33
       states. The relationship between AT&T and Time Warner could ultimately
       extend to other broadband services, including cable Internet services,
       that compete with the @Home service.

     AT&T may take actions that benefit TCG, WorldNet or other services of AT&T
or other parties to our detriment.

WARRANTS ISSUED TO OUR CABLE PARTNERS MAY RESULT IN ADDITIONAL DILUTION TO OUR
STOCKHOLDERS

     We have entered into agreements with Cablevision Systems Corporation,
Rogers, Shaw and other cable partners under which warrants to purchase
46,213,444 shares of our Series A common stock were outstanding as of March 31,
1999. Under these agreements, warrants to purchase 20,863,180 shares of our
Series A common stock at an average exercise price of $0.38 per share were
exercisable as of March 31, 1999. To the extent that these cable partners become
eligible to and choose to exercise their warrants, our stockholders would
experience substantial dilution. We also may issue additional stock, or

                                       11
13

warrants to purchase stock, at prices less than fair market value in connection
with efforts to expand distribution of the @Home service.

     RISKS ASSOCIATED WITH OUR ACQUISITION OF EXCITE AND EXCITE'S BUSINESS

WE FACE SEVERAL TRANSITORY RISKS ASSOCIATED WITH OUR ACQUISITION OF EXCITE

     On May 28, 1999, we acquired Excite, Inc. Although this transaction is
complete, the following risks associated with this acquisition remain:

     - Our pro forma accounting for the merger may changed pending a final
       analysis of the fair values of the assets acquired and liabilities
       assumed. The impact of these changes could be material to our future
       operating results.

     - We may encounter substantial difficulties, costs and delays associated
       with integrating the operations of our companies. This process may
       disrupt our business if not completed in a timely and efficient manner.

     - Present and potential relationships of us and Excite with sponsors,
       content providers, advertisers, users and subscribers may be harmed by
       the merger.

     - We and Excite may lose the right to use intellectual property or other
       contractual rights if we or Excite cannot obtain third party consent,
       waiver or approval of the merger where required under existing
       agreements.

     - The merger may result in conflicts associated with exclusive rights that
       both we and Excite have granted to third parties with regard to content,
       sponsorship or other strategic relationships, and failure to resolve
       these conflicts could harm our business.

EXCITE HAS NOT BEEN AND MAY NEVER BE PROFITABLE

     Excite has incurred significant operating expenses since it was formed. As
of December 31, 1998, Excite had an accumulated deficit of $135.6 million.
Although Excite has had significant revenue growth in recent periods, it may not
be able to sustain this growth in future periods. Excite may never achieve
profitability.

EXCITE COULD LOSE USERS, ADVERTISERS AND REVENUES TO COMPETITORS

     Excite competes with a number of companies both for users and advertisers,
and therefore for revenues. We expect this competition will intensify,
particularly because there are few barriers to entry in Excite's market.
Excite's competitors include:

     - Web portal companies such as Infoseek's Go Network, Lycos, Netscape's
       Netcenter and Yahoo!

     - service providers such as America Online and Microsoft's MSN service

     - large media companies such as CBS, NBC, Time-Warner and USA Networks,
       Inc., who have announced initiatives to develop Web services or partner
       with Web companies and

     - providers of Web-based advertising solutions, including AdForce,
       advertising management software, including NetGravity, Inc., advertising
       supported content and traditional advertising media.

                                       12
14

EXCITE DEPENDS ON SPONSORSHIP AGREEMENTS FOR REVENUES

     Excite derived approximately 25% of its 1998 advertising revenues from
third parties to provide sponsored services and placements on Excite's Web
sites. These sponsorships typically last for a longer period of time than
traditional banner advertisement purchases. If these sponsorship arrangements do
not meet the advertisers' expectations as to new customers or increased sales or
brand awareness, the sponsors may not renew their arrangements with Excite. It
may also be difficult for Excite to obtain additional sponsors if potential new
sponsors compete with existing sponsors. If Excite does not renew its existing
sponsorships or obtain new sponsors, our business would be harmed.

EXCITE DEPENDS ON SEVERAL THIRD PARTY RELATIONSHIPS FOR USERS, ADVERTISERS AND
REVENUES

     Excite depends on a number of third party relationships to provide users
and content for its services, including agreements for links to Excite's
services to be placed on high-traffic Web sites and agreements for third parties
to provide content, games and e-mail for Excite's Web sites. If these
relationships terminate and Excite is not able to replace them, it could lose
users or advertisers, and this could harm our revenues.

PRIVACY CONCERNS REGARDING THE USAGE OF DEMOGRAPHIC INFORMATION COULD PREVENT US
AND EXCITE FROM BENEFITING FROM SELLING TARGETED ADVERTISING

     Excite's and some of our services, as well as those of Excite's subsidiary
MatchLogic, use cookies to help deliver targeted advertising and help compile
demographic information about users. Cookies are bits of information on a user's
drive and are passed between a Web server and the user's Web browser. These
cookies can be placed on a user's hard drive without the user's consent or
knowledge. Due to privacy concerns, some commentators and governmental bodies
have suggested that the use of cookies be limited. In addition, many versions of
Web browsers permit users to block or delete cookies. Any reduction or
limitation in the use of cookies could prevent Excite or MatchLogic from
utilizing their ad targeting capabilities, which could result in lower
advertising rates.

POTENTIAL LITIGATION WITH RESPECT TO INTELLECTUAL PROPERTY RIGHTS COULD HARM
EXCITE'S BUSINESS

     Many parties, including competitors of Excite, are actively developing
search, indexing and related Internet technologies. Some of these parties have
taken steps to protect these technologies, and we believe that others will
follow. Therefore, we believe that disputes regarding the ownership of these
technologies are likely to arise in the future. We may not be able to defend any
litigation successfully. Even if successful, defending litigation can be costly
and divert management resources.

                                USE OF PROCEEDS

     We will not receive any proceeds from the sale of the Series A common stock
by the selling stockholders under this prospectus.

                                       13
15

                                DIVIDEND POLICY

     We have never paid any cash dividends on our stock. We anticipate that we
will continue to retain any earnings for use in the operation of our business
and we do not currently intend to pay dividends.

                              SELLING STOCKHOLDERS

     The following table sets forth information with respect to the selling
stockholders and the shares of our Series A common stock that they may offer
under this prospectus. Each of the selling stockholders named below was formerly
an option holder of Narrative who acquired options to purchase shares of our
Series A common stock as a result of our acquisition of Narrative. To our
knowledge, none of the selling stockholders has, or within the past three years
has had, any position, office or other material relationship with us or any of
our predecessors or affiliates.

     The share information provided in the table below is based on information
provided to us by each of the selling stockholders as of June 9, 1999. We
calculated beneficial ownership according to Rule 13d-3 of the Exchange Act as
of this date. Each of the selling stockholders beneficially owns less than 1% of
our outstanding Series A common stock, based on 331,178,234 shares of Series A
common stock outstanding as of June 16, 1999. We may update, amend or supplement
this prospectus from time to time to update the disclosure in this section.

     The selling stockholders may from time to time offer and sell any or all of
the shares under this prospectus. Because the selling stockholders are not
obligated to sell their shares, and because selling stockholders may also
acquire publicly traded shares of our Series A common stock, we cannot estimate
how many shares each selling stockholder will beneficially own after this
offering.
SHARES
                                  BENEFICIALLY OWNED      SHARES THAT
              NAME                BEFORE THE OFFERING    MAY BE OFFERED
              ----                -------------------    --------------
Greg White......................         38,552                 400
Thomas Middleton................         31,618                 550
Jamie Bertasi...................         14,912               1,102
Lori Dustin.....................         11,104              11,104
Grant Schneider.................          3,308               1,852
Alexandra Trevelyan.............          3,308                 826
John Roswech....................          2,984               1,070
William J. Kennedy..............          2,138               1,490
Three other selling stockholders
  who each own less than 1,000
  shares of our Series A common
  stock.........................          1,136                 930
                                        -------              ------
          TOTALS................        109,060              19,324
14
16

                              PLAN OF DISTRIBUTION

     Who may sell and applicable restrictions. The selling stockholders will be
offering and selling all shares offered and sold under this prospectus.
Alternatively, the selling stockholders may from time to time offer the shares
through brokers, dealers or agents that may receive compensation in the form of
discounts, concessions or commissions from the selling stockholders and/or the
purchasers of the shares for whom they may act as agent. In effecting sales,
broker-dealers that are engaged by the selling stockholders may arrange for
other broker-dealers to participate. The selling stockholders and any brokers,
dealers or agents who participate in the distribution of the shares may be
deemed to be underwriters. Any profits on the sale of the shares by them and any
discounts, commissions or concessions received by any broker, dealer or agent
might be deemed to be underwriting discounts and commissions under the
Securities Act. To the extent the selling stockholders may be deemed to be
underwriters, the selling stockholders may be subject to certain statutory
liabilities, including, but not limited to, Sections 11, 12 and 17 of the
Securities Act and Rule 10b-5 under the Exchange Act.

     Manner of sales. The selling stockholders will act independently of us in
making decisions with respect to the timing, manner and size of each sale. Sales
may be made over the Nasdaq National Market or other over-the-counter markets.
The shares may be sold at then prevailing market prices, at prices related to
prevailing market prices or at negotiated prices. Selling stockholders may also
resell all or a portion of the shares in open market transactions in reliance
upon Rule 144 under the Securities Act, provided they meet the criteria and
conform to the requirements of this rule. The selling stockholders may decide
not to sell any of the shares offered under this prospectus, and selling
stockholders may transfer, devise or gift these shares by other means.

     Prospectus delivery. Because selling stockholders may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, they
will be subject to the prospectus delivery requirements of the Securities Act.
At any time a particular offer of the shares is made, a revised prospectus or
prospectus supplement, if required, will be distributed which will set forth:

     - the name of the selling stockholder and of any participating
       underwriters, broker-dealers or agents

     - the aggregate amount and type of shares being offered

     - the price at which the shares were sold and other material terms of the
       offering

     - any discounts, commissions, concessions and other items constituting
       compensation from the selling stockholders and any discounts, commissions
       or concessions allowed or paid to dealers and

     - that any participating broker-dealers did not conduct any investigation
       to verify the information set out or incorporated in this prospectus by
       reference.

The prospectus supplement or a post-effective amendment will be filed with the
Securities and Exchange Commission to reflect the disclosure of additional
information with respect to the distribution of the shares. In addition, if we
receive notice from a selling stockholder that a donee or pledgee intends to
sell more than 500 shares, a supplement to this prospectus will be filed.

                                       15
17

     Expenses associated with registration. We have agreed to pay the expenses
of registering the shares under the Securities Act, including registration and
filing fees, printing and duplication expenses, administrative expenses and
legal and accounting fees. Each selling stockholder will pay its own brokerage
and legal fees, if any.

     Indemnification. In the rights agreement dated December 30, 1998 between us
and the selling stockholders, we and the selling stockholders agreed to
indemnify each other and specified other persons against some liabilities in
connection with the offering of the shares, including liabilities arising under
the Securities Act. The selling stockholders may also agree to indemnify any
broker-dealer or agent that participates in transactions involving sales of the
shares against some liabilities, including liabilities arising under the
Securities Act.

     Suspension of this offering. We may suspend the use of this prospectus if
we learn of any event that causes this prospectus to include an untrue statement
of a material fact or to omit to state a material fact required to be stated in
the prospectus or necessary to make the statements in the prospectus not
misleading in the light of the circumstances then existing. If this type of
event occurs, a prospectus supplement or post-effective amendment, if required,
will be distributed to each selling stockholder.

                                 LEGAL MATTERS

     The validity of the issuance of the shares of Series A common stock offered
under this prospectus will be passed upon for us by Fenwick & West LLP, Two Palo
Alto Square, Palo Alto, California 94306.

                                    EXPERTS

     Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our annual report on Form 10-K for the year
ended December 31, 1998, as amended, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements are incorporated by reference in reliance on
the report of Ernst & Young LLP given on their authority as experts in
accounting and auditing.

     The financial statements of Narrative incorporated in this prospectus by
reference to the audited historical financial statements included as Exhibit
99.01 of our Form 8-K/A filed on February 19, 1999 have been incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on their authority as experts in auditing and accounting.

                           FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act relating
to future events or financial results. These forward-looking statements include
statements indicating that we believe, we expect or we anticipate that events
may occur or trends may continue, and similar statements relating to future
events or financial results. These forward-looking statements are subject to
material risks and uncertainties as indicated under the caption "Risk Factors."
Actual results could vary materially as a result of a number of factors
including those disclosed in "Risk Factors" and elsewhere in this prospectus.

                                       16
18

                      WHERE YOU CAN FIND MORE INFORMATION

     The following documents that we have filed with the Securities and Exchange
Commission are incorporated into this prospectus by reference:

     - the registration statement on Form S-8 of which this prospectus is a
       part, and the exhibits filed with this registration statement and
       incorporated into this registration statement by reference

     - our annual report on Form 10-K for the year ended December 31, 1998, as
       amended on March 31, 1999 and on April 27, 1999

     - the registration of our Series A common stock on Form 8-A filed on June
       13, 1997

     - all other reports filed under Section 13(a) or 15(d) of the Exchange Act
       since December 31, 1998, including: (1) our quarterly reports on Form
       10-Q for the quarters ended March 31, June 30 and September 30, 1998,
       each as amended on February 8, 1999; (2) our quarterly report on Form
       10-Q for the quarter ended March 31, 1999; (3) our current report on Form
       8-K filed on January 14, 1999, as amended on February 19, 1999; (4) our
       two current reports on Form 8-K filed on January 21, 1999; (5) our
       current report on Form 8-K filed on February 19, 1999; (6) our current
       report on Form 8-K filed on April 8, 1999; and (7) our current report on
       Form 8-K filed on June 14, 1999; and

     - all other information that we file with the Commission under Sections
       13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
       prospectus and before the termination of this offering.

     To the extent that any statement in this prospectus is inconsistent with
any statement that is incorporated by reference, the statement in this
prospectus shall control. The incorporated statement shall not be deemed, except
as modified or superceded, to constitute a part of this prospectus or the
registration statement.

     Because we are subject to the informational requirements of the Exchange
Act, we file reports and other information with the Commission. Reports,
registration statements, proxy and information statements and other information
that we have filed can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain copies of this material from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at rates prescribed by the Commission. The public may obtain information
on the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission also maintains a World Wide Web site that
contains reports, proxy and information statements and other information that is
filed electronically with the Commission. This web site can be accessed at
http://www.sec.gov.

     We have filed with the Commission a registration statement on Form S-8
under the Securities Act with respect to the Series A common stock offered under
this prospectus. This prospectus does not contain all of the information in the
registration statement, parts of which we have omitted, as allowed under the
rules and regulations of the Commission. You should refer to the registration
statement for further information with respect to us and our Series A common
stock. Statements contained in this prospectus as to the contents of any
contract or other document are not necessarily complete and, in each instance,
we refer you to the copy of each contract or document filed as an exhibit to the

                                       17
19

registration statement. Copies of the registration statement, including
exhibits, may be inspected without charge at the Commission's principal office
in Washington, D.C., and you may obtain copies from this office upon payment of
the fees prescribed by the Commission.

     We will furnish without charge to each person to whom a copy of this
prospectus is delivered, upon written or oral request, a copy of the information
that has been incorporated by reference into this prospectus (except exhibits,
unless they are specifically incorporated by reference into this prospectus).
You should direct any requests for copies to At Home Corporation, 425 Broadway
Street, Redwood City, California 94063, Attention: David G. Pine, Vice President
and General Counsel, telephone: (650) 569-5000.

                                       18
20

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

                              AT HOME CORPORATION

                                19,324 SHARES OF
                             SERIES A COMMON STOCK

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

                                   PROSPECTUS

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

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY
STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION CONTAINED IN OR INCORPORATED INTO THIS PROSPECTUS BY REFERENCE IS
ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS PROSPECTUS.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
21

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     For the purposes of this registration statement, the terms "we," "our" and
"us" refer to At Home Corporation, a Delaware corporation.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed with the Commission are incorporated into
this registration statement by reference:

          (a) our annual report on Form 10-K for the fiscal year ended December
     31, 1998, as amended on March 31, 1999 and on April 27, 1999;

          (b) all other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act") since
     December 31, 1998, including: (1) our quarterly reports on Form 10-Q for
     the quarters ended March 31, June 30 and September 30, 1998, each as
     amended on February 8, 1999; (2) our quarterly report on Form 10-Q for the
     quarter ended March 31, 1999; (3) our current report on Form 8-K filed on
     January 14, 1999, as amended on February 19, 1999; (4) our two current
     reports on Form 8-K filed on January 21, 1999; (5) our current report on
     Form 8-K filed on February 19, 1999; (6) our current report on Form 8-K
     filed on April 8, 1999; and (7) our current report on Form 8-K filed on
     June 14, 1999 and

          (c) the description of our Series A common stock contained in the
     Registrant's registration statement on Form 8-A filed under Section 12(g)
     of the Exchange Act, including any amendment or report filed for the
     purpose of updating such description

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

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                      II-1
22

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF LIABILITY

     The following documents are incorporated by reference:
DOCUMENT
                                         --------
1        The Registrant's Fifth Amended and Restated Certificate of
               Incorporation, as filed with the Delaware Secretary of State
               on May 28, 1999 (see Exhibit 4.01).
      2        Form of Indemnification Agreement entered into by us with
               each of our directors and executive officers (incorporated
               by reference to Exhibit 10.09 to our registration statement
               on Form S-1, File No. 333-27323, declared effective by the
               Commission on July 11, 1997).
Under the following agreements related to our acquisition of Narrative
Communications Corp., third parties have agreed to indemnify us and our
directors, officers and employees against some liabilities, including losses by
us and our directors, officers and employees arising out of misrepresentations
or breaches by Narrative regarding our business, and some liabilities of us and
our directors, officers and employees arising under the Securities Act, the
Exchange Act or other federal or state laws:
DOCUMENT
                                         --------
1        Agreement and Plan of Merger dated December 17, 1998 among
               us, Transitory Corporation (our subsidiary) and Narrative
               (incorporated by reference to Exhibit 2.1 to our current
               report on Form 8-K filed with the Commission on January 14,
               1999).
      2        Escrow Agreement dated December 30, 1998 among us, Charles
               M. Hazard, Jr. as representative of the Narrative
               stockholders and State Street Bank and Trust Company of
               California, N.A., as escrow agent (incorporated by reference
               to Exhibit 2.3 to our current report on Form 8-K filed with
               the Commission on January 14, 1999).
      3        Rights Agreement dated December 30, 1998 between us and each
               of the Narrative stockholders (incorporated by reference to
               Exhibit 2.4 to our current report on Form 8-K filed with the
               Commission on January 14, 1999).
      4        Letter Agreement dated February 9, 1999 between us and
               Carlyle Venture Coinvestment LLC (incorporated by reference
               to Exhibit 99.02 to our registration statement on Form S-3,
               File No. 333-72669, declared effective by the Commission on
               May 20, 1999).
      5        Letter Agreement dated February 9, 1999 between us and
               Greylock Equity Limited Partnership (incorporated by
               reference to Exhibit 99.03 to our registration statement on
               Form S-3, File No. 333-72669, declared effective by the
               Commission on May 20, 1999).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     We issued a total of 19,324 shares of our Series A common stock to eleven
investors upon their exercise of options that they acquired in connection with
our acquisition of Narrative. These shares were issued in a private transaction
that was exempt from registration under the Securities Act by virtue of
Regulation D/Section 4(2) of the Securities Act.

                                      II-2
23

ITEM 8. EXHIBITS
EXHIBIT
NUMBER                               EXHIBIT TITLE
-------                              -------------
4.01        At Home Fifth Amended and Restated Certificate of
              Incorporation, as filed with the Delaware Secretary of State
              on May 28, 1999 (incorporated by reference to Exhibit 4.01
              to our registration statement on Form S-8, File No.
              333-79883, filed with the Commission on June 3, 1999).
  4.02        At Home Second Amended and Restated Bylaws, as adopted July
              16, 1997 (incorporated by reference to Exhibit 3.05 to our
              registration statement on Form S-1, File No. 333-27323,
              declared effective by the Commission on July 11, 1997).
  4.03        Narrative 1998 Equity Incentive Plan, as adopted December
              29, 1998.
  4.04        Narrative 1995 Stock Option Plan (incorporated by reference
              to Exhibit 10.12 to our annual report on Form 10-K, filed
              with the Commission on February 19, 1999).
  4.05        At Home 1997 Equity Incentive Plan, as amended through April
              16, 1999.
  5.01        Opinion of Fenwick & West LLP regarding the legality of the
              securities to be offered.
 23.01        Consent of Fenwick & West LLP (included in Exhibit 5.01).
 23.02        Consent of Ernst & Young LLP, Independent Auditors.
 24.01        Power of Attorney (see page II-5).
ITEM 9. UNDERTAKINGS

     The Registrant undertakes:

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

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

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

        (c) to include any material information with respect to the plan of
            distribution not previously disclosed in the registration statement
            or any material change to the information in the registration
            statement;

        provided, however, that paragraphs (1)(a) and (1)(b) 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 Commission by Registrant pursuant to Section 13 or
        Section 15(d) of the Exchange Act that are incorporated by reference in
        the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
         Act, each post-effective amendment shall be deemed to be a new
         registration statement

                                      II-3
24

         relating to the securities offered in the registration statement, and
         the offering of the securities at that time shall be deemed to be the
         initial bona fide offering of those securities.

     (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.

     (4) That, for purposes of determining any liability under the Securities
         Act, each filing of Registrant's annual report pursuant to Section
         13(a) or 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 in the
         registration statement, and the offering of the securities at that time
         shall be deemed to be the initial bona fide offering of those
         securities.

     (5) 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 provisions discussed in Item 6 hereof,
         or otherwise, the Registrant has been advised that in the opinion of
         the Securities and Exchange Commission this indemnification is against
         public policy as expressed in the Securities Act and is, therefore,
         unenforceable. If a claim for indemnification against these 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
         the director, officer or controlling person in connection with the
         securities being registered under this registration statement, 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 indemnification by it is against
         public policy as expressed in the Securities Act and will be governed
         by the final adjudication of this issue.

                                      II-4
25

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant, At Home
Corporation, 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 Redwood City, State of California, on this 23rd day of June,
1999.

                                          AT HOME CORPORATION

                                          By: /s/ THOMAS A. JERMOLUK
                                             -----------------------------------
                                              Thomas A. Jermoluk
                                              Chairman and Chief Executive
                                              Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Thomas A. Jermoluk, Kenneth A. Goldman
and David G. Pine, 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 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, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                               TITLE                  DATE
                  ---------                               -----                  ----
PRINCIPAL EXECUTIVE OFFICER:

/s/ THOMAS A. JERMOLUK                              Chairman and Chief       June 23, 1999
---------------------------------------------       Executive Officer
Thomas A. Jermoluk

PRINCIPAL FINANCIAL OFFICER:

/s/ KENNETH A. GOLDMAN                          Senior Vice President and    June 23, 1999
---------------------------------------------    Chief Financial Officer
Kenneth A. Goldman
II-5
26
SIGNATURE                               TITLE                  DATE
                  ---------                               -----                  ----
PRINCIPAL ACCOUNTING OFFICER:

/s/ ROBERT A. LERNER                               Corporate Controller      June 23, 1999
---------------------------------------------
Robert A. Lerner

ADDITIONAL DIRECTORS

/s/ WILLIAM R. HEARST III                                Director            June 23, 1999
---------------------------------------------
William R. Hearst III

/s/ C. MICHAEL ARMSTRONG                                 Director            June 23, 1999
---------------------------------------------
C. Michael Armstrong

/s/ GEORGE BELL                                          Director            June 23, 1999
---------------------------------------------
George Bell

                                                         Director
---------------------------------------------
L. John Doerr

/s/ LEO J. HINDERY                                       Director            June 23, 1999
---------------------------------------------
Leo J. Hindery

/s/ JOHN C. MALONE                                       Director            June 23, 1999
---------------------------------------------
John C. Malone

/s/ JOHN C. PETRILLO                                     Director            June 23, 1999
---------------------------------------------
John C. Petrillo

/s/ BRIAN L. ROBERTS                                     Director            June 23, 1999
---------------------------------------------
Brian L. Roberts

/s/ JAMES R. SHAW                                        Director            June 23, 1999
---------------------------------------------
James R. Shaw

/s/ DAVID M. WOODROW                                     Director            June 23, 1999
---------------------------------------------
David M. Woodrow
II-6
27

                                 EXHIBIT INDEX
EXHIBIT
NUMBER                               EXHIBIT TITLE
-------                              -------------
4.03        Narrative 1998 Equity Incentive Plan, as adopted December
              29, 1998.
  4.05        At Home 1997 Equity Incentive Plan, as amended through April
              16, 1999.
  5.01        Opinion of Fenwick & West LLP regarding the legality of the
              securities to be offered.
 23.01        Consent of Fenwick & West LLP (included in Exhibit 5.01).
 23.02        Consent of Ernst & Young LLP, Independent Auditors.
 24.01        Power of Attorney (see page II-5).