<PAGE>   1
   As filed with the Securities and Exchange Commission on December 22, 1999
                                                     Registration No. 333-______

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      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.)

                               450 BROADWAY STREET
                         REDWOOD CITY, CALIFORNIA 94063
          (Address of principal executive offices, including zip code)

      OPTIONS OF HARTFORD HOUSE, LTD. ISSUED UNDER THE HARTFORD HOUSE, LTD.
           AMENDED AND RESTATED 1999 STOCK OPTION/STOCK ISSUANCE PLAN
                         AND ASSUMED BY THE REGISTRANT
                           (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 of agent for service)
                                    Copy to:
                             Jeffrey R. Vetter, Esq.
                             Douglas N. Cogen, Esq.
                              Craig A. Menden, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                               Palo Alto, CA 94306

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                   PROPOSED             PROPOSED
                                    AMOUNT         MAXIMUM          MAXIMUM AGGREGATE     AMOUNT OF
   TITLE OF SECURITIES TO BE         TO BE      OFFERING PRICE          OFFERING         REGISTRATION
           REGISTERED            REGISTERED(1)   PER SHARE (2)          PRICE (2)             FEE
-----------------------------------------------------------------------------------------------------
<S>                              <C>            <C>                 <C>                  <C>
Series A Common Stock,
$.01 par value                     3,011,447        $4.25             $12,798,650           $3,379
-----------------------------------------------------------------------------------------------------
</TABLE>

(1) Represents the number of shares subject to options assumed from Hartford
    House, Ltd., a Delaware corporation, which was acquired by the Registrant on
    December 13, 1999.

(2) Estimated solely for the purpose of calculating the amount of the
    registration fee in accordance with Rule 457(h)(1) of the Securities Act of
    1933, as amended (the "Securities Act"), based on the weighted average per
    share exercise price of the options assumed by the Registrant.


<PAGE>   2

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

ITEM 1. PLAN INFORMATION (1)

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION (1)

        (1)     Information required by Part I to be contained in the Section
                10(a) prospectus is omitted from the Registration Statement in
                accordance with Rule 428 under the Securities Act of 1933, as
                amended (the "Securities Act") and the Note to Part I of Form
                S-8.

                                     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 fiscal quarters ended March 31,
                June 30 and September 30, 1999; (2) our current report on Form
                8-K filed on January 14, 1999, as amended on February 19, 1999;
                (3) our two current reports on Form 8-K filed on January 21,
                1999; (4) our current report on Form 8-K filed on February 19,
                1999; (5) our current report on Form 8-K filed on April 8, 1999;
                (6) our current report on Form 8-K filed on June 14, 1999 as
                amended August 13, 1999; (7) our current report on Form 8-K
                filed on August 2, 1999; (8) our current report on Form 8-K
                filed on October 27, 1999; (9) our current report on Form 8-K
                filed on December 6, 1999; and (10) our current report on Form
                8-K filed on December 22, 1999.

        (c)     The description of the Registrant's 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.



                                      -1-
<PAGE>   3

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

        Section 145 of the Delaware General Corporation Law authorizes a court
        to award, or a corporation's board of directors to grant, indemnity to
        directors and officers in terms sufficiently broad to permit such
        indemnification under certain circumstances for liabilities (including
        reimbursement for expenses incurred) arising under the Securities Act.

        As permitted by the Delaware General Corporation Law, the Registrant's
        Amended and Restated Certificate of Incorporation includes a provision
        that eliminates the personal liability of its directors for monetary
        damages for breach of fiduciary duty as a director, except for liability
        (i) for any breach of the director's duty of loyalty to the Registrant
        or its stockholders, (ii) for acts or omissions not in good faith or
        that involve intentional misconduct or a knowing violation of law, (iii)
        under section 174 of the Delaware General Corporation Law (regarding
        unlawful dividends and stock purchases) or (iv) for any transaction from
        which the director derived an improper personal benefit.

        As permitted by the Delaware General Corporation Law, the Bylaws of the
        Registrant provide that (i) the Registrant is required to indemnify its
        directors and officers to the fullest extent permitted by the Delaware
        General Corporation Law, subject to certain very limited exceptions,
        (ii) the Registrant may indemnify its other employees and agents as set
        forth in the Delaware General Corporation Law, (iii) the Registrant is
        required to advance expenses, as incurred, to its directors and
        executive officers in connection with a legal proceeding to the fullest
        extent permitted by the Delaware General Corporation Law, subject to
        certain very limited exceptions and (iv) the rights conferred in the
        Bylaws are not exclusive.

        The Registrant has entered into Indemnification Agreements with each of
        its directors and executive officers to give such directors and officers
        additional contractual assurances regarding the scope of the
        indemnification set forth in the Registrant's Amended and Restated
        Certificate of Incorporation and to provide additional procedural
        protections. At present, there is no pending litigation or proceeding
        involving a director, officer or employee of the Registrant regarding
        which indemnification is sought, nor is the Registrant aware of any
        threatened litigation that may result in claims for indemnification.

        The indemnification provision in the Registrant's Amended and Restated
        Certificate of Incorporation, Bylaws and the Indemnification Agreements
        entered into between the Registrant and each of its directors and
        executive officers may be sufficiently broad to permit indemnification
        of the Registrant's directors and executive officers for liabilities
        arising under the Securities Act.

        The Registrant, with approval by the Registrant's Board of Directors,
        has obtained directors' and officers' liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIM

        Not applicable.



                                      -2-
<PAGE>   4

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT                                          EXHIBIT
NUMBER                                            TITLE
-------                                          -------
<S>            <C>
4.01*          The Registrant's 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 of our
               registration statement on Form S-8, filed with the Commission on
               June 3, 1999 (File No. 333-79883)).

4.02*          The Registrant's Second Amended and Restated Bylaws effective
               July 16, 1997 (incorporated by reference to Exhibit 3.05 of our
               registration statement on Form S-1 declared effective by the
               Commission on July 11, 1997 (File No. 333-27323)).

4.03*          Hartford House, Ltd. Amended and Restated 1999 Stock
               Option/Stock Issuance Plan.

5.01           Opinion of Fenwick & West LLP regarding the legality of the
               securities to be offered.

23.01          Consent of Ernst & Young LLP, Independent Auditors.

23.02          Consent of Fenwick & West LLP (included in Exhibit 5.01).

24.01          Power of Attorney (see page 4).
</TABLE>

* The exhibits were previously filed with the Commission as indicated and are
incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

        (a)     The undersigned Registrant hereby undertakes:

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

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

                        (ii)    to reflect in the prospectus any facts or events
                                arising after the effective date of the
                                Registration Statement (or the most recent
                                post-effective amendment thereof) which,
                                individually or in the aggregate, represent a
                                fundamental change in the information set forth
                                in the Registration Statement. Notwithstanding
                                the foregoing, any increase or decrease in
                                volume of securities offered (if the total
                                dollar value of securities offered would not
                                exceed that which was registered) and any
                                deviation from the low or high end of the
                                estimated maximum offering range may be
                                reflected in the form of prospectus filed with
                                the Securities and Exchange Commission pursuant
                                to Rule 424(b) if, in the aggregate, the changes
                                in volume and price represent no more than a 20
                                percent change in the maximum aggregate offering
                                price set forth in



                                      -3-
<PAGE>   5

                                the "Calculation of Registration Fee" table in
                                the effective Registration Statement;

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

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

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

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

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


                         [REMAINDER OF PAGE INTENTIONALLY LEFT BANK]



                                      -4-
<PAGE>   6

                                   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 22nd day of
December, 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                  December 22, 1999
-----------------------------    Chief Executive Officer
Thomas A. Jermoluk

PRINCIPAL FINANCIAL OFFICER:

/s/ KENNETH A. GOLDMAN           Senior Vice President and     December 22, 1999
-----------------------------    Chief Financial Officer
Kenneth A. Goldman

PRINCIPAL ACCOUNTING OFFICER:


/s/ ROBERT A. LERNER             Corporate Controller          December 22, 1999
-----------------------------
Robert A. Lerner
</TABLE>

                                      -5-
<PAGE>   7

<TABLE>
<CAPTION>
SIGNATURE                        TITLE                         DATE
---------                        -----                         ----
<S>                              <C>                           <C>
ADDITIONAL DIRECTORS

/s/ WILLIAM R. HEARST III        Vice Chairman                 December 22, 1999
-----------------------------
William R. Hearst III


/s/ C. MICHAEL ARMSTRONG         Director                      December 22, 1999
-----------------------------
C. Michael Armstrong


                                 Director                      ___________, 1999
-----------------------------
George Bell


                                 Director                      ___________, 1999
-----------------------------
L. John Doerr


                                 Director                      ___________, 1999
-----------------------------
Raymond Liguori


/s/ JOHN C. MALONE               Director                      December 22, 1999
-----------------------------
John C. Malone


                                 Director                      ___________, 1999
-----------------------------
John C. Petrillo


/s/ BRIAN L. ROBERTS             Director                      December 22, 1999
-----------------------------
Brian L. Roberts


/s/ JAMES R. SHAW, JR.           Director                      December 22, 1999
-----------------------------
James R. Shaw, Jr.


/s/ DAVID M. WOODROW             Director                      December 17, 1999
-----------------------------
David M. Woodrow
</TABLE>

                                      -6-
<PAGE>   8

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                                      EXHIBIT
NUMBER                                        TITLE
-------                                      -------
<S>             <C>
4.03            Hartford House, Ltd. Amended and Restated 1999
                Stock Option/Stock Issuance Plan.

5.01            Opinion of Fenwick & West LLP.

23.01           Consent of Ernst & Young LLP, Independent Auditors.

23.02           Consent of Fenwick & West LLP (included in Exhibit 5.01).

24.01           Power of Attorney (see page 4).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22433}]
{"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": "333-93339", "film-number": "99778634"}, "business-address": {"street1": "450 BROADWAY STREET", "city": "REDWOOD CITY", "state": "CA", "zip": "94063", "phone": "6505695000"}, "mail-address": {"street1": "450 BROADWAY STREET", "city": "REDWOOD", "state": "CA", "zip": "94063"}}
1
   As filed with the Securities and Exchange Commission on December 22, 1999
                                                     Registration No. 333-______

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      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.)

                               450 BROADWAY STREET
                         REDWOOD CITY, CALIFORNIA 94063
          (Address of principal executive offices, including zip code)

      OPTIONS OF HARTFORD HOUSE, LTD. ISSUED UNDER THE HARTFORD HOUSE, LTD.
           AMENDED AND RESTATED 1999 STOCK OPTION/STOCK ISSUANCE PLAN
                         AND ASSUMED BY THE REGISTRANT
                           (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 of agent for service)
                                    Copy to:
                             Jeffrey R. Vetter, Esq.
                             Douglas N. Cogen, Esq.
                              Craig A. Menden, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                               Palo Alto, CA 94306

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
                                                   PROPOSED             PROPOSED
                                    AMOUNT         MAXIMUM          MAXIMUM AGGREGATE     AMOUNT OF
   TITLE OF SECURITIES TO BE         TO BE      OFFERING PRICE          OFFERING         REGISTRATION
           REGISTERED            REGISTERED(1)   PER SHARE (2)          PRICE (2)             FEE
-----------------------------------------------------------------------------------------------------
Series A Common Stock,
$.01 par value                     3,011,447        $4.25             $12,798,650           $3,379
-----------------------------------------------------------------------------------------------------
(1) Represents the number of shares subject to options assumed from Hartford
    House, Ltd., a Delaware corporation, which was acquired by the Registrant on
    December 13, 1999.

(2) Estimated solely for the purpose of calculating the amount of the
    registration fee in accordance with Rule 457(h)(1) of the Securities Act of
    1933, as amended (the "Securities Act"), based on the weighted average per
    share exercise price of the options assumed by the Registrant.
2

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

ITEM 1. PLAN INFORMATION (1)

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION (1)

        (1)     Information required by Part I to be contained in the Section
                10(a) prospectus is omitted from the Registration Statement in
                accordance with Rule 428 under the Securities Act of 1933, as
                amended (the "Securities Act") and the Note to Part I of Form
                S-8.

                                     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 fiscal quarters ended March 31,
                June 30 and September 30, 1999; (2) our current report on Form
                8-K filed on January 14, 1999, as amended on February 19, 1999;
                (3) our two current reports on Form 8-K filed on January 21,
                1999; (4) our current report on Form 8-K filed on February 19,
                1999; (5) our current report on Form 8-K filed on April 8, 1999;
                (6) our current report on Form 8-K filed on June 14, 1999 as
                amended August 13, 1999; (7) our current report on Form 8-K
                filed on August 2, 1999; (8) our current report on Form 8-K
                filed on October 27, 1999; (9) our current report on Form 8-K
                filed on December 6, 1999; and (10) our current report on Form
                8-K filed on December 22, 1999.

        (c)     The description of the Registrant's 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.

                                      -1-
3

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

        Section 145 of the Delaware General Corporation Law authorizes a court
        to award, or a corporation's board of directors to grant, indemnity to
        directors and officers in terms sufficiently broad to permit such
        indemnification under certain circumstances for liabilities (including
        reimbursement for expenses incurred) arising under the Securities Act.

        As permitted by the Delaware General Corporation Law, the Registrant's
        Amended and Restated Certificate of Incorporation includes a provision
        that eliminates the personal liability of its directors for monetary
        damages for breach of fiduciary duty as a director, except for liability
        (i) for any breach of the director's duty of loyalty to the Registrant
        or its stockholders, (ii) for acts or omissions not in good faith or
        that involve intentional misconduct or a knowing violation of law, (iii)
        under section 174 of the Delaware General Corporation Law (regarding
        unlawful dividends and stock purchases) or (iv) for any transaction from
        which the director derived an improper personal benefit.

        As permitted by the Delaware General Corporation Law, the Bylaws of the
        Registrant provide that (i) the Registrant is required to indemnify its
        directors and officers to the fullest extent permitted by the Delaware
        General Corporation Law, subject to certain very limited exceptions,
        (ii) the Registrant may indemnify its other employees and agents as set
        forth in the Delaware General Corporation Law, (iii) the Registrant is
        required to advance expenses, as incurred, to its directors and
        executive officers in connection with a legal proceeding to the fullest
        extent permitted by the Delaware General Corporation Law, subject to
        certain very limited exceptions and (iv) the rights conferred in the
        Bylaws are not exclusive.

        The Registrant has entered into Indemnification Agreements with each of
        its directors and executive officers to give such directors and officers
        additional contractual assurances regarding the scope of the
        indemnification set forth in the Registrant's Amended and Restated
        Certificate of Incorporation and to provide additional procedural
        protections. At present, there is no pending litigation or proceeding
        involving a director, officer or employee of the Registrant regarding
        which indemnification is sought, nor is the Registrant aware of any
        threatened litigation that may result in claims for indemnification.

        The indemnification provision in the Registrant's Amended and Restated
        Certificate of Incorporation, Bylaws and the Indemnification Agreements
        entered into between the Registrant and each of its directors and
        executive officers may be sufficiently broad to permit indemnification
        of the Registrant's directors and executive officers for liabilities
        arising under the Securities Act.

        The Registrant, with approval by the Registrant's Board of Directors,
        has obtained directors' and officers' liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIM

        Not applicable.

                                      -2-
4

ITEM 8. EXHIBITS.
EXHIBIT                                          EXHIBIT
NUMBER                                            TITLE
-------                                          -------
4.01*          The Registrant's 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 of our
               registration statement on Form S-8, filed with the Commission on
               June 3, 1999 (File No. 333-79883)).

4.02*          The Registrant's Second Amended and Restated Bylaws effective
               July 16, 1997 (incorporated by reference to Exhibit 3.05 of our
               registration statement on Form S-1 declared effective by the
               Commission on July 11, 1997 (File No. 333-27323)).

4.03*          Hartford House, Ltd. Amended and Restated 1999 Stock
               Option/Stock Issuance Plan.

5.01           Opinion of Fenwick & West LLP regarding the legality of the
               securities to be offered.

23.01          Consent of Ernst & Young LLP, Independent Auditors.

23.02          Consent of Fenwick & West LLP (included in Exhibit 5.01).

24.01          Power of Attorney (see page 4).
* The exhibits were previously filed with the Commission as indicated and are
incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

        (a)     The undersigned Registrant hereby undertakes:

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

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

                        (ii)    to reflect in the prospectus any facts or events
                                arising after the effective date of the
                                Registration Statement (or the most recent
                                post-effective amendment thereof) which,
                                individually or in the aggregate, represent a
                                fundamental change in the information set forth
                                in the Registration Statement. Notwithstanding
                                the foregoing, any increase or decrease in
                                volume of securities offered (if the total
                                dollar value of securities offered would not
                                exceed that which was registered) and any
                                deviation from the low or high end of the
                                estimated maximum offering range may be
                                reflected in the form of prospectus filed with
                                the Securities and Exchange Commission pursuant
                                to Rule 424(b) if, in the aggregate, the changes
                                in volume and price represent no more than a 20
                                percent change in the maximum aggregate offering
                                price set forth in

                                      -3-
5

                                the "Calculation of Registration Fee" table in
                                the effective Registration Statement;

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

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

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

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

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

                         [REMAINDER OF PAGE INTENTIONALLY LEFT BANK]

                                      -4-
6

                                   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 22nd day of
December, 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                  December 22, 1999
-----------------------------    Chief Executive Officer
Thomas A. Jermoluk

PRINCIPAL FINANCIAL OFFICER:

/s/ KENNETH A. GOLDMAN           Senior Vice President and     December 22, 1999
-----------------------------    Chief Financial Officer
Kenneth A. Goldman

PRINCIPAL ACCOUNTING OFFICER:

/s/ ROBERT A. LERNER             Corporate Controller          December 22, 1999
-----------------------------
Robert A. Lerner
-5-
7
SIGNATURE                        TITLE                         DATE
---------                        -----                         ----
ADDITIONAL DIRECTORS

/s/ WILLIAM R. HEARST III        Vice Chairman                 December 22, 1999
-----------------------------
William R. Hearst III

/s/ C. MICHAEL ARMSTRONG         Director                      December 22, 1999
-----------------------------
C. Michael Armstrong

                                 Director                      ___________, 1999
-----------------------------
George Bell

                                 Director                      ___________, 1999
-----------------------------
L. John Doerr

                                 Director                      ___________, 1999
-----------------------------
Raymond Liguori

/s/ JOHN C. MALONE               Director                      December 22, 1999
-----------------------------
John C. Malone

                                 Director                      ___________, 1999
-----------------------------
John C. Petrillo

/s/ BRIAN L. ROBERTS             Director                      December 22, 1999
-----------------------------
Brian L. Roberts

/s/ JAMES R. SHAW, JR.           Director                      December 22, 1999
-----------------------------
James R. Shaw, Jr.

/s/ DAVID M. WOODROW             Director                      December 17, 1999
-----------------------------
David M. Woodrow
-6-
8

                                  EXHIBIT INDEX
EXHIBIT                                      EXHIBIT
NUMBER                                        TITLE
-------                                      -------
4.03            Hartford House, Ltd. Amended and Restated 1999
                Stock Option/Stock Issuance Plan.

5.01            Opinion of Fenwick & West LLP.

23.01           Consent of Ernst & Young LLP, Independent Auditors.

23.02           Consent of Fenwick & West LLP (included in Exhibit 5.01).

24.01           Power of Attorney (see page 4).