<PAGE>   1
    As filed with the Securities and Exchange Commission on November 4, 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 iMALL, INC. ISSUED UNDER THE
                      iMALL 1999 STOCK OPTION PLAN AND THE
           iMALL 1997 STOCK OPTION 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>
-----------------------------------------------------------------------------------------------------
                                     AMOUNT         PROPOSED           PROPOSED
                                      TO BE          MAXIMUM       MAXIMUM AGGREGATE      AMOUNT OF
   TITLE OF SECURITIES TO BE       REGISTERED    OFFERING PRICE        OFFERING         REGISTRATION
           REGISTERED                  (1)        PER SHARE (2)       PRICE (2)            FEE
-----------------------------------------------------------------------------------------------------
<S>                                <C>           <C>               <C>                  <C>
Series A Common Stock,
$.01 par value                     1,517,892         $11.14          $16,909,317         $4,701
-----------------------------------------------------------------------------------------------------
</TABLE>

(1) Represents the number of shares subject to options assumed from iMALL, Inc.,
    a Nevada corporation, which was acquired by the Registrant on October 27,
    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 and June 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; and (8) our current report on Form 8-K filed on
                      October 27, 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.

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



                                      -2-
<PAGE>   3

               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.



                                      -3-
<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*           iMall, Inc. 1997 Stock Option Plan (incorporated by reference to
                Exhibit 4.1 to iMall, Inc.'s registration statement on Form S-8
                filed with the Commission on May 15, 1998 (File No. 333-52905)).

4.04            iMall, Inc. 1999 Stock Option 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



                                      -4-
<PAGE>   5

                                    changes in volume and price represent no
                                    more than a 20 percent change in the maximum
                                    aggregate offering price set forth in 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]



                                      -5-
<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 4th day of
November, 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:

                                      Chairman and
/s/ Thomas A. Jermoluk                Chief Executive Officer      November 4, 1999
-----------------------------
Thomas A. Jermoluk

PRINCIPAL FINANCIAL OFFICER:

                                      Senior Vice President and
/s/  Kenneth A. Goldman               Chief Financial Officer       November 4, 1999
-----------------------------
Kenneth A. Goldman

PRINCIPAL ACCOUNTING OFFICER:


/s/ Robert A. Lerner                  Corporate Controller          November 1, 1999
-----------------------------
Robert A. Lerner

ADDITIONAL DIRECTORS


/s/ William R. Hearst III             Vice Chairman                 October 29, 1999
-----------------------------
William R. Hearst III
</TABLE>



                                      -6-
<PAGE>   7

<TABLE>
<S>                                   <C>                           <C>
/s/ C. Michael Armstrong              Director                      October 29, 1999
-----------------------------
C. Michael Armstrong


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


/s/ L. John Doerr                     Director                      November 4 1999
-----------------------------
L. John Doerr


/s/ John C. Malone                    Director                      November 4, 1999
-----------------------------
John C. Malone


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


/s/ Brian L. Roberts                  Director                      November 4 1999
-----------------------------
Brian L. Roberts


                                      Director                      ___________, 1999
-----------------------------
James R. Shaw, Jr.


/s/ David M. Woodrow                  Director                      October 28, 1999
-----------------------------
David M. Woodrow
</TABLE>



                                      -7-
<PAGE>   8

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT                                      EXHIBIT
NUMBER                                        TITLE
------                                        -----
<S>             <C>
4.04            iMall, Inc. 1999 Stock Option 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": 23401}]
{"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": "333-90327", "film-number": "99741243"}, "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 November 4, 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 iMALL, INC. ISSUED UNDER THE
                      iMALL 1999 STOCK OPTION PLAN AND THE
           iMALL 1997 STOCK OPTION 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
-----------------------------------------------------------------------------------------------------
                                     AMOUNT         PROPOSED           PROPOSED
                                      TO BE          MAXIMUM       MAXIMUM AGGREGATE      AMOUNT OF
   TITLE OF SECURITIES TO BE       REGISTERED    OFFERING PRICE        OFFERING         REGISTRATION
           REGISTERED                  (1)        PER SHARE (2)       PRICE (2)            FEE
-----------------------------------------------------------------------------------------------------
Series A Common Stock,
$.01 par value                     1,517,892         $11.14          $16,909,317         $4,701
-----------------------------------------------------------------------------------------------------
(1) Represents the number of shares subject to options assumed from iMALL, Inc.,
    a Nevada corporation, which was acquired by the Registrant on October 27,
    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 and June 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; and (8) our current report on Form 8-K filed on
                      October 27, 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.

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

                                      -2-
3

               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.

                                      -3-
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*           iMall, Inc. 1997 Stock Option Plan (incorporated by reference to
                Exhibit 4.1 to iMall, Inc.'s registration statement on Form S-8
                filed with the Commission on May 15, 1998 (File No. 333-52905)).

4.04            iMall, Inc. 1999 Stock Option 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

                                      -4-
5

                                    changes in volume and price represent no
                                    more than a 20 percent change in the maximum
                                    aggregate offering price set forth in 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]

                                      -5-
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 4th day of
November, 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:

                                      Chairman and
/s/ Thomas A. Jermoluk                Chief Executive Officer      November 4, 1999
-----------------------------
Thomas A. Jermoluk

PRINCIPAL FINANCIAL OFFICER:

                                      Senior Vice President and
/s/  Kenneth A. Goldman               Chief Financial Officer       November 4, 1999
-----------------------------
Kenneth A. Goldman

PRINCIPAL ACCOUNTING OFFICER:

/s/ Robert A. Lerner                  Corporate Controller          November 1, 1999
-----------------------------
Robert A. Lerner

ADDITIONAL DIRECTORS

/s/ William R. Hearst III             Vice Chairman                 October 29, 1999
-----------------------------
William R. Hearst III
-6-
7
/s/ C. Michael Armstrong              Director                      October 29, 1999
-----------------------------
C. Michael Armstrong

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

/s/ L. John Doerr                     Director                      November 4 1999
-----------------------------
L. John Doerr

/s/ John C. Malone                    Director                      November 4, 1999
-----------------------------
John C. Malone

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

/s/ Brian L. Roberts                  Director                      November 4 1999
-----------------------------
Brian L. Roberts

                                      Director                      ___________, 1999
-----------------------------
James R. Shaw, Jr.

/s/ David M. Woodrow                  Director                      October 28, 1999
-----------------------------
David M. Woodrow
-7-
8

                                  EXHIBIT INDEX
EXHIBIT                                      EXHIBIT
NUMBER                                        TITLE
------                                        -----
4.04            iMall, Inc. 1999 Stock Option 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).