As filed with the Securities and Exchange Commission on June 18, 1998
                                                Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              -------------------
                              AMERICA ONLINE, INC.
               (Exact name of registrant as specified in charter)

       Delaware                                             54-1322110
(State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                       Identification Number)
                                                   
                   22000 AOL WAY, DULLES, VIRGINIA 20166-9323
                    (Address of principal executive offices)
                                                    
  AMERICA ONLINE, INC. 1992 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN
                            (Full Title of the Plan)

                              Sheila A. Clark, Esq.
                     Vice President, Deputy General Counsel
                             and Assistant Secretary
                              America Online, Inc.
                                  22000 AOL Way
                           Dulles, Virginia 20166-9323
                                 (703) 448-8700
                       (Name, address, including zip code,
        and telephone number, including area code, of agent for service)
                                                    
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                       <C>               <C>                     <C>                      <C>    
Title of Securities       Amount            Proposed                Proposed                 Amount of
      to be                 to be        Maximum Offering   Maximum Aggregate Offering    Registration Fee
  Registered (1)        Registered(2)     Price Per Share            Price                        

 Common Stock,
 $.01 par value          6,000,000           (3)(4)               $417,943,113               $123,292

</TABLE>

(1)  Common Stock being registered  hereby includes  associated  Preferred Share
     Purchase Rights, which initially are attached to and traded with the shares
     of the Registrant's  Common Stock.  Value  attributable to such rights,  if
     any, is reflected in the market price of the Common Stock.
(2)  The  number  of shares of Common  Stock to be  registered  consists  of the
     aggregate  number of shares  which may be sold upon the exercise of options
     which have  previously  been granted  and/or may hereafter be granted under
     the America  Online,  Inc. 1992  Employee,  Director and  Consultant  Stock
     Option Plan (the  "Plan").  The maximum  number of shares which may be sold
     upon the  exercise  of such  options  granted  under the Plan is subject to
     adjustment in accordance with certain anti-dilution and other provisions of
     the Plan.
(3)  The maximum  offering  price per share has been  determined  solely for the
     purpose of calculating  the  registration  fee pursuant to Rules 457(c) and
     (h) under the Securities Act as follows: for the 2,715,472 shares of Common
     Stock which may be purchased upon exercise of outstanding  options, the fee
     is based on the average price of $48.68 at which options may be exercised.
(4)  The maximum  offering  price per share has been  determined  solely for the
     purpose of calculating  the  registration  fee pursuant to Rules 457(c) and
     (h) under the  Securities  Act as follows:  for the 3,284,528  options that
     have not yet been granted,  the fee is based on the average of the high and
     low prices of $87.00  for the Common  Stock as quoted on the New York Stock
     Exchange within five (5) business days prior to the above date of filing.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant  to  General   Instruction   E  on  Form  S-8   regarding  the
registration  of additional  securities,  America  Online,  Inc. (the "Company")
hereby is  registering  additional  shares of common  stock,  par value $.01 per
share (the  "Common  Stock"),  in the number set forth on the cover page of this
Registration Statement. Such shares are of the same class as other securities of
the Company for which previous registration  statements have been filed with the
Securities and Exchange Commission (the "Commission")  relating to the Company's
1992 Employee,  Director and Consultant Stock Option Plan (the "Plan"), and such
registration statements, as listed below, are incorporated by reference herein:

     Registration Statement on Form S-8, registering shares issued in connection
     with the Plan, File No. 333-46635 (filed on February 20, 1998);

     Registration Statement on Form S-8, registering shares issued in connection
     with the Plan, File No. 333-22027 (filed on February 19, 1997);

     Registration Statement on Form S-8, registering shares issued in connection
     with the Plan, File No. 333-07603 (filed on July 3, 1996);

     Registration Statement on Form S-8, registering shares issued in connection
     with the Plan, File No. 33-78066 (filed on April 22, 1994);

     Registration Statement on Form S-8, registering shares issued in connection
     with the Plan, File No. 33-46607 (filed on March 24, 1992).

         Pursuant  to  Rule  E,  this  Registration   Statement   contains  such
information  required  by  Form  S-8  that  is  not  otherwise  included  in the
above-listed registration statements.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents, which have been filed by America Online, Inc.,
a Delaware  corporation (the "Company"),  with the Commission,  are incorporated
herein by reference:

                  (a) The  Company's  Annual  Report on Form 10-K for the fiscal
         year ended June 30, 1997, as filed with the Commission  pursuant to the
         Securities  Exchange Act of 1934, as amended (the "Exchange Act") (File
         No. 0-19836).

                  (b) The  Company's  Quarterly  Reports  on Form  10-Q  for the
         quarters ended  September 30, 1997,  December 31, 1997 (as amended) and
         March 31, 1998, as filed with the  Commission  pursuant to the Exchange
         Act (File No.
         0-19836).

                  (c) The  Company's  Current  Reports  on Forms 8-K for  events
         dated September 7, 1997,  November 12, 1997, November 17, 1997, January
         31, 1998 (as amended on April 17, 1998),  February 13, 1998 and June 5,
         1998  filed  pursuant  to Section 13 or 15(d) of the 1934 Act (File No.
         0-19836).

                  (d) The  description  of the  Common  Stock  contained  in the
         Company's  Registration  Statement  on Form  S-3,  Registration  Number
         333-46633,  filed on February 20, 1998 with the Commission  pursuant to
         the Securities Act of 1933, as amended.

                  (e) The  description of the preferred  share  purchase  rights
         contained  in the  Company's  registration  statement on Form 8-A filed
         with the Commission pursuant to the Exchange Act on May 29, 1998.

                  (f) In addition,  all documents  filed by the Company with the
         Commission  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  offered hereby have been sold or which
         deregisters all securities then remaining unsold, shall be deemed to be
         incorporated by reference herein and to be 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

         Section 145(a) of the General  Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall have
the power to indemnify  any person who was or is a party or is  threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the corporation),  by reason of the fact that he is or was
a director or officer of the corporation. Such indemnity may be against expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding,  if the  indemnified  party  acted in good  faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation  and if, with  respect to any  criminal  action or  proceeding,  the
indemnified  party did not have  reasonable  cause to believe  his  conduct  was
unlawful.

         Section 145(b) of the Delaware  Corporation  Law provides,  in general,
that a corporation  shall have the power to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment  in its favor by reason  of the fact  that he is or was a  director  or
officer of the  corporation,  against any expenses  (including  attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation.

         Section 145(g) of the Delaware  Corporation  law provides,  in general,
that a  corporation  shall have the power to purchase and maintain  insurance on
behalf of any  person who is or was a  director  or  officer of the  corporation
against any liability asserted against him in any such capacity,  or arising out
of his status as such,  whether or not the  corporation  would have the power to
indemnify him against such liability under the provisions of the law.

         Pursuant to Section  102(b)(7) of the Delaware General  Corporation Law
(the "Delaware Statute"), Article Ninth of the Registrant's Restated Certificate
of Incorporation (the "Certificate of Incorporation") provides that:

                  To  the  fullest  extent  permitted  by the  Delaware  General
         Corporation Law as the same now exists or may hereafter be amended, the
         Corporation shall indemnify, and advance expenses to, its directors and
         officers  and any  person who is or was  serving at the  request of the
         Corporation  as a director  or  officer,  employee  or agent of another
         corporation, partnership, joint venture, trust or other enterprise. The
         Corporation,   by  action  of  its  board  of  directors,  may  provide
         indemnification  or advance  expenses  to  employees  and agents of the
         Corporation  or other persons only on such terms and  conditions and to
         the  extent  determined  by the  board  of  directors  in its  sole and
         absolute discretion.

                  The  indemnification  and advancement of expenses provided by,
         or  granted  pursuant  to,  this  Article  Ninth  shall  not be  deemed
         exclusive of any other rights to which those seeking indemnification or
         advancement  of expenses may be entitled  under any by-law,  agreement,
         vote of stockholders or disinterested  directors or otherwise,  both as
         to action in his official capacity and as to action in another capacity
         while holding such office.

                  The Corporation  shall have the power to purchase and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee  or  agent of the  Corporation,  or is or was  serving  at the
         request of the Corporation as a director, officer, employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  against any liability asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  Corporation  would have the power to indemnify  him against
         such liability under this Article Ninth.

                  The  indemnification  and advancement of expenses provided by,
         or granted  pursuant to, this Article  Ninth  shall,  unless  otherwise
         provided when  authorized or ratified,  continue as to a person who has
         ceased to be a director  or officer  and shall  inure to the benefit of
         the heirs,  executors and  administrators  of such officer or director.
         The  indemnification  and  advancement  of expenses  that may have been
         provided to an employee  or agent of the  Corporation  by action of the
         board of  directors,  pursuant to the last  sentence of  Paragraph 1 of
         this Article  Ninth,  unless  otherwise  provided  when  authorized  or
         ratified,  continue  as to a person who has ceased to be an employee or
         agent of the  Corporation  and shall inure to the benefit of the heirs,
         executors  and  administrators  of such a  person,  after the time such
         person has ceased to be an employee or agent of the  Corporation,  only
         on such terms and conditions and to the extent  determined by the board
         of directors in its sole discretion.

         In  addition,   Article  Five  of  the  Registrant's  Restated  By-Laws
(Incorporated by reference herein) provides that:

                  Right to  Indemnification.  Each  person  who was or is made a
         party or is threatened  to be made a party to or is otherwise  involved
         in  any  action,   suit  or  proceeding,   whether   civil,   criminal,
         administrative  or  investigative,  by reason of the fact that he is or
         was a director or an officer of the Corporation or is or was serving at
         the  request of the  Corporation  as a director,  officer,  employee or
         agent of another corporation or of a partnership,  joint venture, trust
         or other  enterprise,  including  service  with  respect to an employee
         benefit plan (hereinafter an  "Indemnitee"),  whether the basis of such
         proceeding  is alleged  action in an  official  capacity as a director,
         officer,  employee or agent or in any other capacity while serving as a
         director,  officer,  employee or agent,  shall be indemnified  and held
         harmless by the  Corporation  to the fullest  extent  authorized by the
         Delaware  General  Corporation Law, as the same exists or may hereafter
         be amended (but, in the case of any such amendment,  only to the extent
         that  such  amendment   permits  the  Corporation  to  provide  broader
         indemnification  rights  than such law  permitted  the  Corporation  to
         provide prior to such  amendment),  against all expense,  liability and
         loss (including attorney's fees,  judgments,  fines, ERISA excise taxes
         or penalties  and amounts paid in  settlement)  reasonably  incurred or
         suffered by such Indemnitee in connection therewith; provided, however,
         that,  except as provided in the section "Right of Indemnitees to Bring
         Suit" of this Article with respect to  proceedings to enforce rights to
         indemnification, the Corporation shall indemnify any such Indemnitee in
         connection  with a  proceeding  (or  part  thereof)  initiated  by such
         Indemnitee  only if such proceeding (or part thereof) was authorized by
         the board of directors of the Corporation.

                  Right to Advancement of Expenses. The right to indemnification
         conferred  in Section 1 of this Article  shall  include the right to be
         paid  by the  Corporation  the  expenses  (including  attorney's  fees)
         incurred  in  defending  any such  proceeding  in  advance of its final
         disposition;   provided,   however,   that,  if  the  Delaware  General
         Corporation  Law requires,  an advancement  of expenses  incurred by an
         Indemnitee  in his  capacity as a director  or officer  (and not in any
         other capacity in which service was or is rendered by such  Indemnitee,
         including,  without  limitation,  service to an employee  benefit plan)
         shall be made only upon delivery to the  Corporation of an undertaking,
         by or on behalf of such Indemnitee, to repay all amounts so advanced if
         it shall ultimately be determined by final judicial decision from which
         there is no  further  right  to  appeal  that  such  Indemnitee  is not
         entitled to be  indemnified  for such  expenses  under this  section or
         otherwise.  The rights to  indemnification  and to the  advancement  of
         expenses   conferred  in  this  section  and  the  section   "Right  to
         Indemnification"  of this  Article  shall be  contract  rights and such
         rights  shall  continue  as to an  Indemnitee  who has  ceased  to be a
         director,  officer, employee or agent and shall inure to the benefit of
         the Indemnitee's  heirs,  executors and  administrators.  Any repeal or
         modification  of  any of the  provisions  of  this  Article  shall  not
         adversely  affect any right or protection of an Indemnitee  existing at
         the time of such repeal or modification.

                  Right of  Indemnitees  to Bring  Suit.  If a claim  under  the
         sections  "Right  to  Indemnification"  and  "Right to  Advancement  of
         Expenses" of this Article is not paid in full by the Corporation within
         sixty  (60)  days  after a  written  claim  has  been  received  by the
         Corporation,  except  in the  case of a  claim  for an  advancement  of
         expenses,  in which case the  applicable  period  shall be twenty  (20)
         days, the Indemnitee may at any time thereafter  bring suit against the
         Corporation to recover the unpaid amount of the claim. If successful in
         whole  or in  part  in  any  such  suit,  or in a suit  brought  by the
         Corporation to recover an advancement of expenses pursuant to the terms
         of an undertaking, the Indemnitee shall also be entitled to be paid the
         expenses of prosecuting or defending such suit. In (i) any suit brought
         by the Indemnitee to enforce a right to indemnification  hereunder (but
         not in a suit  brought  by the  Indemnitee  to  enforce  a right  to an
         advancement  of expenses) it shall be a defense  that,  and (ii) in any
         suit brought by the  Corporation  to recover an advancement of expenses
         pursuant  to the  terms of an  undertaking,  the  Corporation  shall be
         entitled to recover such expenses upon a final  adjudication  that, the
         Indemnitee has not met any applicable  standard for indemnification set
         forth in the Delaware  General  Corporation Law. Neither the failure of
         the Corporation  (including its board of directors,  independent  legal
         counsel, or its stockholders) to have made a determination prior to the
         commencement  of such suit that  indemnification  of the  Indemnitee is
         proper  in  the  circumstances  because  the  Indemnitee  has  met  the
         applicable  standard  of  conduct  set  forth in the  Delaware  General
         Corporation  Law,  nor  an  actual  determination  by  the  Corporation
         (including its board of directors,  independent  legal counsel,  or its
         stockholders) that the Indemnitee has not met such applicable  standard
         of conduct,  shall create a presumption that the Indemnitee has not met
         the  applicable  standard  of  conduct  or,  in the case of such a suit
         brought  by the  Indemnitee,  be a defense  to such  suit.  In any suit
         brought by the Indemnitee to enforce a right to  indemnification  or to
         an advancement of expenses hereunder,  or brought by the Corporation to
         recover  an  advancement  of  expenses  pursuant  to  the  terms  of an
         undertaking,  the burden of proving that the Indemnitee is not entitled
         to be  indemnified,  or to such  advancement  of  expenses,  under this
         Article or otherwise shall be on the Corporation.

                  Non-Exclusivity of Rights.  The rights to indemnification  and
         to the  advancement of expenses  conferred in this Article shall not be
         exclusive  of any other  right  which any person may have or  hereafter
         acquire   under  any  statute,   the   Corporation's   Certificate   of
         Incorporation  as  amended  from  time  to  time,  these  By-Laws,  any
         agreement,  any vote of  stockholders  or  disinterested  directors  or
         otherwise.

                  Insurance.  The  Corporation  may maintain  insurance,  at its
         expense, to protect itself and any director, officer, employee or agent
         of the Corporation or another corporation,  partnership, joint venture,
         trust or other  enterprise  against  any  expense,  liability  or loss,
         whether or not the  Corporation  would have the power to indemnify such
         person  against  such  expense,  liability  or loss under the  Delaware
         General Corporation Law.

                  Indemnification  of Employees  and Agents of the  Corporation.
         The Corporation may, to the extent  authorized from time to time by the
         board  of  directors,  grant  rights  to  indemnification  and  to  the
         advancement of expenses to any employee or agent of the  Corporation to
         the fullest  extent of the  provisions  of this Article with respect to
         the  indemnification  and  advancement  of  expenses of  directors  and
         officers of the Corporation.

         The directors and officers of the Registrant are covered by a policy of
liability insurance.


Item 7. Exemption from Registration Claimed

         Not applicable.

Item 8. Exhibits

Exhibit No.    Description
   4.1         Amendment  of  Section A of Article 4 of the Restated
               Certificate  of  Incorporation  of America  Online,  Inc. (filed 
               as Exhibit 4.1 to the  Registration  Statement  on Form S-8
               filed on February 20, 1998 and  incorporated herein by reference)
   4.2         Section B of Article 4, Article 6 and Article 8 of the Restated
               Certificate of Incorporation of America Online, Inc. 
               (filed as part of Exhibit 3.1 to the Form 10-K for the year ended
               June 30, 1997 and incorporated herein by reference)
   4.3         Rights  Agreement  dated as of May 12, 1998, including  Exhibit
               A (Certificate  of Designation   setting  forth  the  terms  of
               Series  A  Junior  Participating   Preferred Stock,  $.01 par
               value),  Exhibit B (Form of  Rights  Certificate)  and Exhibit C 
               (Summary of  Rights to  Purchase Series  A  Junior  Participating
               Preferred  Shares)(Filed as Exhibit  4.1 to the  Registrant's 
               Quarterly Report on Form 10-Q for the quarter ended March 31, 
               1998 and  incorporated  herein by reference.)
   4.4         America Online, Inc. 1992 Employee, Director and  Consultant
               Stock Option Plan and Forms of  Non-Qualified Stock Option
               Agreement (filed as  Exhibit  4.5 to the  Registration
               Statement on Form S-8 filed on February 20, 1998 and incorporated
               herein by reference)
   5           Opinion of Sheila A. Clark,  Deputy  General Counsel  to  the
               Company (including the consent  of such  deputy general counsel),
               regarding the legality of  securities  being offered
   23.1        Consent of Sheila A. Clark, Deputy General Counsel to the Company
               (included in  her opinion filed as Exhibit 5 hereto)
   23.2        Consents of Ernst & Young LLP
   24          Powers of Attorney (filed as Exhibit 24 to the Registration 
               Statement on Form S-8 filed on February 20, 1998 and incorporated
               herein by reference)

Item 9. Undertakings

                  (a)      The Company hereby undertakes:

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

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

                             (ii) To  reflect  in the  prospectus  any  facts or
         events arising after the effective date of the  registration  statement
         (or  the  most  recent   post-effective   amendment   thereof)   which,
         individually or in the aggregate, represent a fundamental change in the
         information set forth in the  registration  statement.  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 and of the
         estimated  maximum  offering  range  may be  reflected  in the  form of
         prospectus filed with the Commission pursuant to Rule 424(b) if, in the
         aggregate,  the changes in volume and price  represent  no more than 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;   provided,   however,  that  paragraphs
         (a)(1)(i) and (a)(1)(ii) do not apply if this registration statement is
         on Form S-3, Form S-8 or Form F-3, and the  information  required to be
         included in a post-effective amendment by those paragraphs is contained
         in periodic  reports  filed with or furnished to the  Commission by the
         registrant  pursuant to Section 13 or Section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         registration statement.

                           (2)  That,  for  the  purpose  of   determining   any
         liability  under the Securities Act of 1933,  each such  post-effective
         amendment shall be deemed to be a new registration  statement  relating
         to the securities offered therein,  and the offering of such securities
         at that  time  shall be  deemed to be the  initial  bona fide  offering
         thereof.

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

                  (b) The undersigned  Registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
     the  Securities  Act of 1933 may be  permitted to  directors,  officers and
     controlling persons of the Registrant pursuant to the foregoing provisions,
     or otherwise,  the  Registrant  has been advised that in the opinion of the
     Securities and Exchange  Commission such  indemnification is against public
     policy as expressed  in the Act and is,  therefore,  unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the  Registrant of expenses  incurred or paid by a director,
     officer or controlling  person of the Registrant in the successful  defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

                                   SIGNATURES

              Pursuant to the  requirements  of the  Securities Act of 1933, the
     Registrant  certifies  that it has  reasonable  grounds to believe  that it
     meets all of the  requirements  for filing on Form S-8 and has duly  caused
     this registration  statement to be signed on its behalf by the undersigned,
     thereunto duly authorized,  in the County of Loudoun, State of Virginia, on
     this 17th day of June, 1998.

                                      AMERICA ONLINE, INC.

                                  By:        *
                                      Stephen M. Case
                                      Chairman and Chief Executive Officer

              Pursuant to the  requirements  of the Securities Act of 1933, this
     registration  statement  has been signed on the 17th day of June,  1998, by
     the following persons in the capacities indicated.

              Signature                                   Title
                                            
                 *                          Chairman and Chief Executive Officer
           Stephen M. Case                  (Principal Executive Officer)


                 *                          President, Chief Operating Officer
          Robert W. Pittman                 and Director

                                                                     
        /S/LENNERT J. LEADER                Senior Vice President, Chief
         Lennert J. Leader                  Financial Officer, Treasurer, Chief
                                            Accounting Officer and Assistant
                                            Secretary (Principal Financial and
                                            Accounting Officer)
                                                                     
                 *                          Director
         Daniel F. Akerson


                 *                          Director
         Frank J. Caufield


                 *                          Director
       Robert J. Frankenberg


                 *                          Director
       Alexander M. Haig, Jr.


                 *                          Director
         William N. Melton


                 *                          Director
         Thomas Middelhoff


   *By:  /S/LENNERT J. LEADER
         Lennert J. Leader
         Attorney -In-Fact

                                  Exhibit Index

 Exhibit No.    Description

    5           Opinion of Sheila A. Clark, Deputy General Counsel to the
                Company (including the consent of such deputy general counsel),
                regarding the legality of securities being offered
   23.1         Consent of Sheila A. Clark, Deputy General Counsel to the
                Company (included in  her opinion filed as Exhibit 5 hereto)
   23.2         Consents of Ernst & Young LLP
[{"type": "S-8", "sequence": "1", "description": "ADDITIONAL SHARES FOR 92 PLAN", "secsgml_size_bytes": 33138}]
{"company-data": {"conformed-name": "AMERICA ONLINE INC", "cik": "0000883780", "assigned-sic": "7370", "irs-number": "541322110", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57143", "film-number": "98650299"}, "business-address": {"street1": "22000 AOL WAY", "street2": "C/O LENNERT J LEADER CFO", "city": "DULLES", "state": "VA", "zip": "20166", "phone": "7034488700"}}
As filed with the Securities and Exchange Commission on June 18, 1998
                                                Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              -------------------
                              AMERICA ONLINE, INC.
               (Exact name of registrant as specified in charter)

       Delaware                                             54-1322110
(State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                       Identification Number)
                                                   
                   22000 AOL WAY, DULLES, VIRGINIA 20166-9323
                    (Address of principal executive offices)
                                                    
  AMERICA ONLINE, INC. 1992 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN
                            (Full Title of the Plan)

                              Sheila A. Clark, Esq.
                     Vice President, Deputy General Counsel
                             and Assistant Secretary
                              America Online, Inc.
                                  22000 AOL Way
                           Dulles, Virginia 20166-9323
                                 (703) 448-8700
                       (Name, address, including zip code,
        and telephone number, including area code, of agent for service)
                                                    
                         CALCULATION OF REGISTRATION FEE
Title of Securities       Amount            Proposed                Proposed                 Amount of
      to be                 to be        Maximum Offering   Maximum Aggregate Offering    Registration Fee
  Registered (1)        Registered(2)     Price Per Share            Price                        

 Common Stock,
 $.01 par value          6,000,000           (3)(4)               $417,943,113               $123,292
(1)  Common Stock being registered  hereby includes  associated  Preferred Share
     Purchase Rights, which initially are attached to and traded with the shares
     of the Registrant's  Common Stock.  Value  attributable to such rights,  if
     any, is reflected in the market price of the Common Stock.
(2)  The  number  of shares of Common  Stock to be  registered  consists  of the
     aggregate  number of shares  which may be sold upon the exercise of options
     which have  previously  been granted  and/or may hereafter be granted under
     the America  Online,  Inc. 1992  Employee,  Director and  Consultant  Stock
     Option Plan (the  "Plan").  The maximum  number of shares which may be sold
     upon the  exercise  of such  options  granted  under the Plan is subject to
     adjustment in accordance with certain anti-dilution and other provisions of
     the Plan.
(3)  The maximum  offering  price per share has been  determined  solely for the
     purpose of calculating  the  registration  fee pursuant to Rules 457(c) and
     (h) under the Securities Act as follows: for the 2,715,472 shares of Common
     Stock which may be purchased upon exercise of outstanding  options, the fee
     is based on the average price of $48.68 at which options may be exercised.
(4)  The maximum  offering  price per share has been  determined  solely for the
     purpose of calculating  the  registration  fee pursuant to Rules 457(c) and
     (h) under the  Securities  Act as follows:  for the 3,284,528  options that
     have not yet been granted,  the fee is based on the average of the high and
     low prices of $87.00  for the Common  Stock as quoted on the New York Stock
     Exchange within five (5) business days prior to the above date of filing.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant  to  General   Instruction   E  on  Form  S-8   regarding  the
registration  of additional  securities,  America  Online,  Inc. (the "Company")
hereby is  registering  additional  shares of common  stock,  par value $.01 per
share (the  "Common  Stock"),  in the number set forth on the cover page of this
Registration Statement. Such shares are of the same class as other securities of
the Company for which previous registration  statements have been filed with the
Securities and Exchange Commission (the "Commission")  relating to the Company's
1992 Employee,  Director and Consultant Stock Option Plan (the "Plan"), and such
registration statements, as listed below, are incorporated by reference herein:

     Registration Statement on Form S-8, registering shares issued in connection
     with the Plan, File No. 333-46635 (filed on February 20, 1998);

     Registration Statement on Form S-8, registering shares issued in connection
     with the Plan, File No. 333-22027 (filed on February 19, 1997);

     Registration Statement on Form S-8, registering shares issued in connection
     with the Plan, File No. 333-07603 (filed on July 3, 1996);

     Registration Statement on Form S-8, registering shares issued in connection
     with the Plan, File No. 33-78066 (filed on April 22, 1994);

     Registration Statement on Form S-8, registering shares issued in connection
     with the Plan, File No. 33-46607 (filed on March 24, 1992).

         Pursuant  to  Rule  E,  this  Registration   Statement   contains  such
information  required  by  Form  S-8  that  is  not  otherwise  included  in the
above-listed registration statements.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents, which have been filed by America Online, Inc.,
a Delaware  corporation (the "Company"),  with the Commission,  are incorporated
herein by reference:

                  (a) The  Company's  Annual  Report on Form 10-K for the fiscal
         year ended June 30, 1997, as filed with the Commission  pursuant to the
         Securities  Exchange Act of 1934, as amended (the "Exchange Act") (File
         No. 0-19836).

                  (b) The  Company's  Quarterly  Reports  on Form  10-Q  for the
         quarters ended  September 30, 1997,  December 31, 1997 (as amended) and
         March 31, 1998, as filed with the  Commission  pursuant to the Exchange
         Act (File No.
         0-19836).

                  (c) The  Company's  Current  Reports  on Forms 8-K for  events
         dated September 7, 1997,  November 12, 1997, November 17, 1997, January
         31, 1998 (as amended on April 17, 1998),  February 13, 1998 and June 5,
         1998  filed  pursuant  to Section 13 or 15(d) of the 1934 Act (File No.
         0-19836).

                  (d) The  description  of the  Common  Stock  contained  in the
         Company's  Registration  Statement  on Form  S-3,  Registration  Number
         333-46633,  filed on February 20, 1998 with the Commission  pursuant to
         the Securities Act of 1933, as amended.

                  (e) The  description of the preferred  share  purchase  rights
         contained  in the  Company's  registration  statement on Form 8-A filed
         with the Commission pursuant to the Exchange Act on May 29, 1998.

                  (f) In addition,  all documents  filed by the Company with the
         Commission  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  offered hereby have been sold or which
         deregisters all securities then remaining unsold, shall be deemed to be
         incorporated by reference herein and to be 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

         Section 145(a) of the General  Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall have
the power to indemnify  any person who was or is a party or is  threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the corporation),  by reason of the fact that he is or was
a director or officer of the corporation. Such indemnity may be against expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding,  if the  indemnified  party  acted in good  faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation  and if, with  respect to any  criminal  action or  proceeding,  the
indemnified  party did not have  reasonable  cause to believe  his  conduct  was
unlawful.

         Section 145(b) of the Delaware  Corporation  Law provides,  in general,
that a corporation  shall have the power to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment  in its favor by reason  of the fact  that he is or was a  director  or
officer of the  corporation,  against any expenses  (including  attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation.

         Section 145(g) of the Delaware  Corporation  law provides,  in general,
that a  corporation  shall have the power to purchase and maintain  insurance on
behalf of any  person who is or was a  director  or  officer of the  corporation
against any liability asserted against him in any such capacity,  or arising out
of his status as such,  whether or not the  corporation  would have the power to
indemnify him against such liability under the provisions of the law.

         Pursuant to Section  102(b)(7) of the Delaware General  Corporation Law
(the "Delaware Statute"), Article Ninth of the Registrant's Restated Certificate
of Incorporation (the "Certificate of Incorporation") provides that:

                  To  the  fullest  extent  permitted  by the  Delaware  General
         Corporation Law as the same now exists or may hereafter be amended, the
         Corporation shall indemnify, and advance expenses to, its directors and
         officers  and any  person who is or was  serving at the  request of the
         Corporation  as a director  or  officer,  employee  or agent of another
         corporation, partnership, joint venture, trust or other enterprise. The
         Corporation,   by  action  of  its  board  of  directors,  may  provide
         indemnification  or advance  expenses  to  employees  and agents of the
         Corporation  or other persons only on such terms and  conditions and to
         the  extent  determined  by the  board  of  directors  in its  sole and
         absolute discretion.

                  The  indemnification  and advancement of expenses provided by,
         or  granted  pursuant  to,  this  Article  Ninth  shall  not be  deemed
         exclusive of any other rights to which those seeking indemnification or
         advancement  of expenses may be entitled  under any by-law,  agreement,
         vote of stockholders or disinterested  directors or otherwise,  both as
         to action in his official capacity and as to action in another capacity
         while holding such office.

                  The Corporation  shall have the power to purchase and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee  or  agent of the  Corporation,  or is or was  serving  at the
         request of the Corporation as a director, officer, employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  against any liability asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  Corporation  would have the power to indemnify  him against
         such liability under this Article Ninth.

                  The  indemnification  and advancement of expenses provided by,
         or granted  pursuant to, this Article  Ninth  shall,  unless  otherwise
         provided when  authorized or ratified,  continue as to a person who has
         ceased to be a director  or officer  and shall  inure to the benefit of
         the heirs,  executors and  administrators  of such officer or director.
         The  indemnification  and  advancement  of expenses  that may have been
         provided to an employee  or agent of the  Corporation  by action of the
         board of  directors,  pursuant to the last  sentence of  Paragraph 1 of
         this Article  Ninth,  unless  otherwise  provided  when  authorized  or
         ratified,  continue  as to a person who has ceased to be an employee or
         agent of the  Corporation  and shall inure to the benefit of the heirs,
         executors  and  administrators  of such a  person,  after the time such
         person has ceased to be an employee or agent of the  Corporation,  only
         on such terms and conditions and to the extent  determined by the board
         of directors in its sole discretion.

         In  addition,   Article  Five  of  the  Registrant's  Restated  By-Laws
(Incorporated by reference herein) provides that:

                  Right to  Indemnification.  Each  person  who was or is made a
         party or is threatened  to be made a party to or is otherwise  involved
         in  any  action,   suit  or  proceeding,   whether   civil,   criminal,
         administrative  or  investigative,  by reason of the fact that he is or
         was a director or an officer of the Corporation or is or was serving at
         the  request of the  Corporation  as a director,  officer,  employee or
         agent of another corporation or of a partnership,  joint venture, trust
         or other  enterprise,  including  service  with  respect to an employee
         benefit plan (hereinafter an  "Indemnitee"),  whether the basis of such
         proceeding  is alleged  action in an  official  capacity as a director,
         officer,  employee or agent or in any other capacity while serving as a
         director,  officer,  employee or agent,  shall be indemnified  and held
         harmless by the  Corporation  to the fullest  extent  authorized by the
         Delaware  General  Corporation Law, as the same exists or may hereafter
         be amended (but, in the case of any such amendment,  only to the extent
         that  such  amendment   permits  the  Corporation  to  provide  broader
         indemnification  rights  than such law  permitted  the  Corporation  to
         provide prior to such  amendment),  against all expense,  liability and
         loss (including attorney's fees,  judgments,  fines, ERISA excise taxes
         or penalties  and amounts paid in  settlement)  reasonably  incurred or
         suffered by such Indemnitee in connection therewith; provided, however,
         that,  except as provided in the section "Right of Indemnitees to Bring
         Suit" of this Article with respect to  proceedings to enforce rights to
         indemnification, the Corporation shall indemnify any such Indemnitee in
         connection  with a  proceeding  (or  part  thereof)  initiated  by such
         Indemnitee  only if such proceeding (or part thereof) was authorized by
         the board of directors of the Corporation.

                  Right to Advancement of Expenses. The right to indemnification
         conferred  in Section 1 of this Article  shall  include the right to be
         paid  by the  Corporation  the  expenses  (including  attorney's  fees)
         incurred  in  defending  any such  proceeding  in  advance of its final
         disposition;   provided,   however,   that,  if  the  Delaware  General
         Corporation  Law requires,  an advancement  of expenses  incurred by an
         Indemnitee  in his  capacity as a director  or officer  (and not in any
         other capacity in which service was or is rendered by such  Indemnitee,
         including,  without  limitation,  service to an employee  benefit plan)
         shall be made only upon delivery to the  Corporation of an undertaking,
         by or on behalf of such Indemnitee, to repay all amounts so advanced if
         it shall ultimately be determined by final judicial decision from which
         there is no  further  right  to  appeal  that  such  Indemnitee  is not
         entitled to be  indemnified  for such  expenses  under this  section or
         otherwise.  The rights to  indemnification  and to the  advancement  of
         expenses   conferred  in  this  section  and  the  section   "Right  to
         Indemnification"  of this  Article  shall be  contract  rights and such
         rights  shall  continue  as to an  Indemnitee  who has  ceased  to be a
         director,  officer, employee or agent and shall inure to the benefit of
         the Indemnitee's  heirs,  executors and  administrators.  Any repeal or
         modification  of  any of the  provisions  of  this  Article  shall  not
         adversely  affect any right or protection of an Indemnitee  existing at
         the time of such repeal or modification.

                  Right of  Indemnitees  to Bring  Suit.  If a claim  under  the
         sections  "Right  to  Indemnification"  and  "Right to  Advancement  of
         Expenses" of this Article is not paid in full by the Corporation within
         sixty  (60)  days  after a  written  claim  has  been  received  by the
         Corporation,  except  in the  case of a  claim  for an  advancement  of
         expenses,  in which case the  applicable  period  shall be twenty  (20)
         days, the Indemnitee may at any time thereafter  bring suit against the
         Corporation to recover the unpaid amount of the claim. If successful in
         whole  or in  part  in  any  such  suit,  or in a suit  brought  by the
         Corporation to recover an advancement of expenses pursuant to the terms
         of an undertaking, the Indemnitee shall also be entitled to be paid the
         expenses of prosecuting or defending such suit. In (i) any suit brought
         by the Indemnitee to enforce a right to indemnification  hereunder (but
         not in a suit  brought  by the  Indemnitee  to  enforce  a right  to an
         advancement  of expenses) it shall be a defense  that,  and (ii) in any
         suit brought by the  Corporation  to recover an advancement of expenses
         pursuant  to the  terms of an  undertaking,  the  Corporation  shall be
         entitled to recover such expenses upon a final  adjudication  that, the
         Indemnitee has not met any applicable  standard for indemnification set
         forth in the Delaware  General  Corporation Law. Neither the failure of
         the Corporation  (including its board of directors,  independent  legal
         counsel, or its stockholders) to have made a determination prior to the
         commencement  of such suit that  indemnification  of the  Indemnitee is
         proper  in  the  circumstances  because  the  Indemnitee  has  met  the
         applicable  standard  of  conduct  set  forth in the  Delaware  General
         Corporation  Law,  nor  an  actual  determination  by  the  Corporation
         (including its board of directors,  independent  legal counsel,  or its
         stockholders) that the Indemnitee has not met such applicable  standard
         of conduct,  shall create a presumption that the Indemnitee has not met
         the  applicable  standard  of  conduct  or,  in the case of such a suit
         brought  by the  Indemnitee,  be a defense  to such  suit.  In any suit
         brought by the Indemnitee to enforce a right to  indemnification  or to
         an advancement of expenses hereunder,  or brought by the Corporation to
         recover  an  advancement  of  expenses  pursuant  to  the  terms  of an
         undertaking,  the burden of proving that the Indemnitee is not entitled
         to be  indemnified,  or to such  advancement  of  expenses,  under this
         Article or otherwise shall be on the Corporation.

                  Non-Exclusivity of Rights.  The rights to indemnification  and
         to the  advancement of expenses  conferred in this Article shall not be
         exclusive  of any other  right  which any person may have or  hereafter
         acquire   under  any  statute,   the   Corporation's   Certificate   of
         Incorporation  as  amended  from  time  to  time,  these  By-Laws,  any
         agreement,  any vote of  stockholders  or  disinterested  directors  or
         otherwise.

                  Insurance.  The  Corporation  may maintain  insurance,  at its
         expense, to protect itself and any director, officer, employee or agent
         of the Corporation or another corporation,  partnership, joint venture,
         trust or other  enterprise  against  any  expense,  liability  or loss,
         whether or not the  Corporation  would have the power to indemnify such
         person  against  such  expense,  liability  or loss under the  Delaware
         General Corporation Law.

                  Indemnification  of Employees  and Agents of the  Corporation.
         The Corporation may, to the extent  authorized from time to time by the
         board  of  directors,  grant  rights  to  indemnification  and  to  the
         advancement of expenses to any employee or agent of the  Corporation to
         the fullest  extent of the  provisions  of this Article with respect to
         the  indemnification  and  advancement  of  expenses of  directors  and
         officers of the Corporation.

         The directors and officers of the Registrant are covered by a policy of
liability insurance.

Item 7. Exemption from Registration Claimed

         Not applicable.

Item 8. Exhibits

Exhibit No.    Description
   4.1         Amendment  of  Section A of Article 4 of the Restated
               Certificate  of  Incorporation  of America  Online,  Inc. (filed 
               as Exhibit 4.1 to the  Registration  Statement  on Form S-8
               filed on February 20, 1998 and  incorporated herein by reference)
   4.2         Section B of Article 4, Article 6 and Article 8 of the Restated
               Certificate of Incorporation of America Online, Inc. 
               (filed as part of Exhibit 3.1 to the Form 10-K for the year ended
               June 30, 1997 and incorporated herein by reference)
   4.3         Rights  Agreement  dated as of May 12, 1998, including  Exhibit
               A (Certificate  of Designation   setting  forth  the  terms  of
               Series  A  Junior  Participating   Preferred Stock,  $.01 par
               value),  Exhibit B (Form of  Rights  Certificate)  and Exhibit C 
               (Summary of  Rights to  Purchase Series  A  Junior  Participating
               Preferred  Shares)(Filed as Exhibit  4.1 to the  Registrant's 
               Quarterly Report on Form 10-Q for the quarter ended March 31, 
               1998 and  incorporated  herein by reference.)
   4.4         America Online, Inc. 1992 Employee, Director and  Consultant
               Stock Option Plan and Forms of  Non-Qualified Stock Option
               Agreement (filed as  Exhibit  4.5 to the  Registration
               Statement on Form S-8 filed on February 20, 1998 and incorporated
               herein by reference)
   5           Opinion of Sheila A. Clark,  Deputy  General Counsel  to  the
               Company (including the consent  of such  deputy general counsel),
               regarding the legality of  securities  being offered
   23.1        Consent of Sheila A. Clark, Deputy General Counsel to the Company
               (included in  her opinion filed as Exhibit 5 hereto)
   23.2        Consents of Ernst & Young LLP
   24          Powers of Attorney (filed as Exhibit 24 to the Registration 
               Statement on Form S-8 filed on February 20, 1998 and incorporated
               herein by reference)

Item 9. Undertakings

                  (a)      The Company hereby undertakes:

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

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

                             (ii) To  reflect  in the  prospectus  any  facts or
         events arising after the effective date of the  registration  statement
         (or  the  most  recent   post-effective   amendment   thereof)   which,
         individually or in the aggregate, represent a fundamental change in the
         information set forth in the  registration  statement.  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 and of the
         estimated  maximum  offering  range  may be  reflected  in the  form of
         prospectus filed with the Commission pursuant to Rule 424(b) if, in the
         aggregate,  the changes in volume and price  represent  no more than 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;   provided,   however,  that  paragraphs
         (a)(1)(i) and (a)(1)(ii) do not apply if this registration statement is
         on Form S-3, Form S-8 or Form F-3, and the  information  required to be
         included in a post-effective amendment by those paragraphs is contained
         in periodic  reports  filed with or furnished to the  Commission by the
         registrant  pursuant to Section 13 or Section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         registration statement.

                           (2)  That,  for  the  purpose  of   determining   any
         liability  under the Securities Act of 1933,  each such  post-effective
         amendment shall be deemed to be a new registration  statement  relating
         to the securities offered therein,  and the offering of such securities
         at that  time  shall be  deemed to be the  initial  bona fide  offering
         thereof.

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

                  (b) The undersigned  Registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
     the  Securities  Act of 1933 may be  permitted to  directors,  officers and
     controlling persons of the Registrant pursuant to the foregoing provisions,
     or otherwise,  the  Registrant  has been advised that in the opinion of the
     Securities and Exchange  Commission such  indemnification is against public
     policy as expressed  in the Act and is,  therefore,  unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the  Registrant of expenses  incurred or paid by a director,
     officer or controlling  person of the Registrant in the successful  defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

                                   SIGNATURES

              Pursuant to the  requirements  of the  Securities Act of 1933, the
     Registrant  certifies  that it has  reasonable  grounds to believe  that it
     meets all of the  requirements  for filing on Form S-8 and has duly  caused
     this registration  statement to be signed on its behalf by the undersigned,
     thereunto duly authorized,  in the County of Loudoun, State of Virginia, on
     this 17th day of June, 1998.

                                      AMERICA ONLINE, INC.

                                  By:        *
                                      Stephen M. Case
                                      Chairman and Chief Executive Officer

              Pursuant to the  requirements  of the Securities Act of 1933, this
     registration  statement  has been signed on the 17th day of June,  1998, by
     the following persons in the capacities indicated.

              Signature                                   Title
                                            
                 *                          Chairman and Chief Executive Officer
           Stephen M. Case                  (Principal Executive Officer)

                 *                          President, Chief Operating Officer
          Robert W. Pittman                 and Director

                                                                     
        /S/LENNERT J. LEADER                Senior Vice President, Chief
         Lennert J. Leader                  Financial Officer, Treasurer, Chief
                                            Accounting Officer and Assistant
                                            Secretary (Principal Financial and
                                            Accounting Officer)
                                                                     
                 *                          Director
         Daniel F. Akerson

                 *                          Director
         Frank J. Caufield

                 *                          Director
       Robert J. Frankenberg

                 *                          Director
       Alexander M. Haig, Jr.

                 *                          Director
         William N. Melton

                 *                          Director
         Thomas Middelhoff

   *By:  /S/LENNERT J. LEADER
         Lennert J. Leader
         Attorney -In-Fact

                                  Exhibit Index

 Exhibit No.    Description

    5           Opinion of Sheila A. Clark, Deputy General Counsel to the
                Company (including the consent of such deputy general counsel),
                regarding the legality of securities being offered
   23.1         Consent of Sheila A. Clark, Deputy General Counsel to the
                Company (included in  her opinion filed as Exhibit 5 hereto)
   23.2         Consents of Ernst & Young LLP