SECURITIES AND EXCHANGE COMMISSION
  
                           Washington, D.C. 20549 
  
  
                                  FORM 8-K 
  
                               CURRENT REPORT 
  
   PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
  
  
     Date of Report (Date of earliest event reported):  February 1, 1999 
                                       
  
                              MOVIEFONE, INC. 
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter) 
  
  
           Delaware                0-23600             13-3757816 
       -------------------------------------------------------------------
        (State or other         (Commission          (IRS Employer 
        jurisdiction of         File Number)      Identification No.) 
         incorporation)                                       
  
  
       335 Madison Avenue 
       New York, NY                                           10017 
      --------------------------------------------------------------------
      (Address of principal executive offices)             (Zip Code) 
  
  
                               (212) 450-8000 
      --------------------------------------------------------------------
            (Registrant's telephone number, including area code) 
  
  
                              [Not Applicable] 
      --------------------------------------------------------------------
        (Former name or former address, if changed since last report) 
  

   
 ITEM 5.    OTHER EVENTS. 
  
 Acquisition by America Online, Inc. 
  
           On February 1, 1999, MovieFone, Inc. ("MovieFone") issued a press
 release announcing that it was in discussions that could lead to the sale
 of the company.  Later in the day on February 1, 1999, MovieFone and
 America Online, Inc. ("AOL") announced that they had entered into an
 Agreement and Plan of Merger, dated as of February 1, 1999 (the "Merger
 Agreement"), a copy of which is filed as Exhibit 2.1 hereto and
 incorporated herein by reference.  Pursuant to the terms of the Merger
 Agreement, an AOL subsidiary will be merged (the "Merger") with and into
 MovieFone, with MovieFone surviving the Merger and becoming a wholly owned
 subsidiary of AOL. 
  
           In connection with the Merger Agreement, stockholders of
 MovieFone (the "MovieFone Stockholders") entered into a Stockholder
 Agreement with AOL, dated as of February 1, 1999 (the "MovieFone
 Stockholder Agreement"), a copy of which is filed as Exhibit 4.1 hereto and
 incorporated herein by reference.  Pursuant to the MovieFone Stockholder
 Agreement, the MovieFone Stockholders have agreed, among other things, to
 vote all shares of Class A Common Stock, par value $.01 per share, of
 MovieFone ("Class A Common Stock") and Class B Common Stock, par value $.01
 per share, of MovieFone owned by them in favor of the Merger, upon the
 terms and subject to the conditions thereof. 
  
           Also in connection with the Merger Agreement, MovieFone and AOL
 entered into a Stock Option Agreement, dated as of February 1, 1999 (the
 "Option Agreement"), pursuant to which MovieFone granted to AOL an option
 (the "MovieFone Stock Option") to acquire up to 6,186,762 shares of Class A
 Common Stock, issued and outstanding (before giving effect to the exercise
 of the MovieFone Stock Option) as of February 1, 1999, at a purchase price
 of $29.25 per share, subject to adjustment upon the happening of certain
 events set forth therein. 
  
           A copy of the Option Agreement is filed as Exhibit 99.1 hereto
 and incorporated herein by reference. A copy of the press releases which
 announce the discussions regarding a possible sale of the company and the
 Merger Agreement, respectively, is included herein as Exhibit 99.2 and
 Exhibit 99.3, respectively, and incorporated herein by reference. 
  
           The foregoing descriptions of the above noted documents are
 qualified in their entirety by reference to such documents as they appear
 in the corresponding exhibits attached hereto.  The press release filed as
 Exhibit 99.3 contains "forward looking statements" within the meaning of
 the safe harbor provisions of the Private Securities Litigation Reform Act
 of 1995 and is qualified by cautionary statements contained therein,
 including the fact that the Merger is subject to various conditions and
 therefore may not close, and in MovieFone's filings with the Securities and
 Exchange Commission. 
  
  
 ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS. 
  
 (c)    Exhibits: 
  
           2.1       Agreement and Plan of Merger among MovieFone, Inc.,
                     America Online, Inc. and MF Acquisition Corporation,
                     dated as of February 1, 1999. 
  
           4.1       Stockholders Agreement by and among America Online,
                     Inc. and each of the parties identified on Schedule A
                     thereto, dated as of February 1, 1999. 
  
           99.1      Stock Option Agreement between MovieFone, Inc. and
                     America Online, Inc., dated as of February 1, 1999. 
  
           99.2      Press Release issued by MovieFone, Inc. on February 1,
                     1999, announcing discussions of a possible sale of the
                     company. 
  
           99.3      Joint Press Release issued by MovieFone, Inc. and
                     America Online, Inc. on February 1, 1999, announcing
                     planned acquisition. 
  


                                 SIGNATURE 
  
       Pursuant to the requirements of the Securities Exchange Act of 1934,
 the registrant has duly caused this report to be signed on its behalf by
 the undersigned hereunder duly authorized. 
  
  
 Dated:  February 9, 1999 
  
  
                                    MOVIEFONE, INC. 
  
                                    By:  /s/ ADAM H SLUTSKY
                                       ------------------------------------
                                       Name:  Adam H. Slutsky 
                                       Title: Chief Financial Officer and
                                              Chief Operating Officer 
                                              (Duly authorized signatory) 




                             INDEX TO EXHIBITS 
  
 Exhibit Number      Description 
 --------------      -----------
 2.1                 Agreement and Plan of Merger among MovieFone, Inc.,
                     America Online, Inc. and MF Acquisition Corporation,
                     dated as of February 1, 1999. 
  
 4.1                 Stockholders Agreement among America Online, Inc. and
                     each of the parties identified on Schedule A thereto,
                     dated as of February 1, 1999. 
  
 99.1                Stock Option Agreement among MovieFone, Inc. and
                     America Online, Inc., dated as of February 1, 1999. 
  
 99.2                Press Release issued by MovieFone, Inc. on February 1,
                     1999 announcing discussions of a possible sale of the
                     company. 
  
 99.3                Joint Press Release issued by MovieFone, Inc. and
                     America Online, Inc. on February 1, 1999 announcing
                     planned acquisition.
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{"company-data": {"conformed-name": "MOVIEFONE INC", "cik": "0000919867", "assigned-sic": "7900", "irs-number": "133757816", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23600", "film-number": "99525832"}, "business-address": {"street1": "4 WORLD TRADE CENTER", "street2": "STE 5132", "city": "NEW YORK", "state": "NY", "zip": "10048", "phone": "2125047442"}, "mail-address": {"street1": "4 WORLD TRADE CENTER", "street2": "SUITE 5132", "city": "NEW YORK", "state": "NY", "zip": "10048"}}
SECURITIES AND EXCHANGE COMMISSION
  
                           Washington, D.C. 20549 
  
  
                                  FORM 8-K 
  
                               CURRENT REPORT 
  
   PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
  
  
     Date of Report (Date of earliest event reported):  February 1, 1999 
                                       
  
                              MOVIEFONE, INC. 
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter) 
  
  
           Delaware                0-23600             13-3757816 
       -------------------------------------------------------------------
        (State or other         (Commission          (IRS Employer 
        jurisdiction of         File Number)      Identification No.) 
         incorporation)                                       
  
  
       335 Madison Avenue 
       New York, NY                                           10017 
      --------------------------------------------------------------------
      (Address of principal executive offices)             (Zip Code) 
  
  
                               (212) 450-8000 
      --------------------------------------------------------------------
            (Registrant's telephone number, including area code) 
  
  
                              [Not Applicable] 
      --------------------------------------------------------------------
        (Former name or former address, if changed since last report) 
  

   
 ITEM 5.    OTHER EVENTS. 
  
 Acquisition by America Online, Inc. 
  
           On February 1, 1999, MovieFone, Inc. ("MovieFone") issued a press
 release announcing that it was in discussions that could lead to the sale
 of the company.  Later in the day on February 1, 1999, MovieFone and
 America Online, Inc. ("AOL") announced that they had entered into an
 Agreement and Plan of Merger, dated as of February 1, 1999 (the "Merger
 Agreement"), a copy of which is filed as Exhibit 2.1 hereto and
 incorporated herein by reference.  Pursuant to the terms of the Merger
 Agreement, an AOL subsidiary will be merged (the "Merger") with and into
 MovieFone, with MovieFone surviving the Merger and becoming a wholly owned
 subsidiary of AOL. 
  
           In connection with the Merger Agreement, stockholders of
 MovieFone (the "MovieFone Stockholders") entered into a Stockholder
 Agreement with AOL, dated as of February 1, 1999 (the "MovieFone
 Stockholder Agreement"), a copy of which is filed as Exhibit 4.1 hereto and
 incorporated herein by reference.  Pursuant to the MovieFone Stockholder
 Agreement, the MovieFone Stockholders have agreed, among other things, to
 vote all shares of Class A Common Stock, par value $.01 per share, of
 MovieFone ("Class A Common Stock") and Class B Common Stock, par value $.01
 per share, of MovieFone owned by them in favor of the Merger, upon the
 terms and subject to the conditions thereof. 
  
           Also in connection with the Merger Agreement, MovieFone and AOL
 entered into a Stock Option Agreement, dated as of February 1, 1999 (the
 "Option Agreement"), pursuant to which MovieFone granted to AOL an option
 (the "MovieFone Stock Option") to acquire up to 6,186,762 shares of Class A
 Common Stock, issued and outstanding (before giving effect to the exercise
 of the MovieFone Stock Option) as of February 1, 1999, at a purchase price
 of $29.25 per share, subject to adjustment upon the happening of certain
 events set forth therein. 
  
           A copy of the Option Agreement is filed as Exhibit 99.1 hereto
 and incorporated herein by reference. A copy of the press releases which
 announce the discussions regarding a possible sale of the company and the
 Merger Agreement, respectively, is included herein as Exhibit 99.2 and
 Exhibit 99.3, respectively, and incorporated herein by reference. 
  
           The foregoing descriptions of the above noted documents are
 qualified in their entirety by reference to such documents as they appear
 in the corresponding exhibits attached hereto.  The press release filed as
 Exhibit 99.3 contains "forward looking statements" within the meaning of
 the safe harbor provisions of the Private Securities Litigation Reform Act
 of 1995 and is qualified by cautionary statements contained therein,
 including the fact that the Merger is subject to various conditions and
 therefore may not close, and in MovieFone's filings with the Securities and
 Exchange Commission. 
  
  
 ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS. 
  
 (c)    Exhibits: 
  
           2.1       Agreement and Plan of Merger among MovieFone, Inc.,
                     America Online, Inc. and MF Acquisition Corporation,
                     dated as of February 1, 1999. 
  
           4.1       Stockholders Agreement by and among America Online,
                     Inc. and each of the parties identified on Schedule A
                     thereto, dated as of February 1, 1999. 
  
           99.1      Stock Option Agreement between MovieFone, Inc. and
                     America Online, Inc., dated as of February 1, 1999. 
  
           99.2      Press Release issued by MovieFone, Inc. on February 1,
                     1999, announcing discussions of a possible sale of the
                     company. 
  
           99.3      Joint Press Release issued by MovieFone, Inc. and
                     America Online, Inc. on February 1, 1999, announcing
                     planned acquisition. 
  

                                 SIGNATURE 
  
       Pursuant to the requirements of the Securities Exchange Act of 1934,
 the registrant has duly caused this report to be signed on its behalf by
 the undersigned hereunder duly authorized. 
  
  
 Dated:  February 9, 1999 
  
  
                                    MOVIEFONE, INC. 
  
                                    By:  /s/ ADAM H SLUTSKY
                                       ------------------------------------
                                       Name:  Adam H. Slutsky 
                                       Title: Chief Financial Officer and
                                              Chief Operating Officer 
                                              (Duly authorized signatory) 

                             INDEX TO EXHIBITS 
  
 Exhibit Number      Description 
 --------------      -----------
 2.1                 Agreement and Plan of Merger among MovieFone, Inc.,
                     America Online, Inc. and MF Acquisition Corporation,
                     dated as of February 1, 1999. 
  
 4.1                 Stockholders Agreement among America Online, Inc. and
                     each of the parties identified on Schedule A thereto,
                     dated as of February 1, 1999. 
  
 99.1                Stock Option Agreement among MovieFone, Inc. and
                     America Online, Inc., dated as of February 1, 1999. 
  
 99.2                Press Release issued by MovieFone, Inc. on February 1,
                     1999 announcing discussions of a possible sale of the
                     company. 
  
 99.3                Joint Press Release issued by MovieFone, Inc. and
                     America Online, Inc. on February 1, 1999 announcing
                     planned acquisition.