As filed with the Securities and Exchange Commission on September 25, 2000
                                                        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)

                 Quackware, Inc. 1999 Stock Compensation Program
              Quackware, Inc. Non-Qualified Stock Option Agreements
                            (Full Title of the Plans)

                             PAUL T. CAPPUCCIO, ESQ.
                    Senior Vice President and General Counsel
                              America Online, Inc.
                                  22000 AOL Way
                           Dulles, Virginia 20166-9323
                                 (703) 265-1000

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>

---------------------------- ------------------- ----------------------- ---------------------- ----------------------
  Title of securities to        Amount to be        Proposed maximum       Proposed maximum           Amount of
     be registered (1)           registered        offering price per     aggregate offering      registration fee
                                                         share                   price
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
Quackware, Inc. 1999 Stock

<S>                                <C>                      <C>             <C>                          <C>
Compensation Program,              243,423                  $5.11(2)        $1,243,891.53                $328.39
Common Stock $.01 par
value per share
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
Quackware, Inc.
Non-Qualified Stock Option         105,586                  $2.11(3)          $222,786.46                 $58.82
Agreements, Common Stock,
$.01 par value per share
---------------------------- ------------------- ----------------------- ---------------------- ----------------------

</TABLE>

(1)  America Online Common Stock being  registered  hereby  includes  associated
     Preferred Stock Purchase Rights.

(2)  The maximum  offering  price per share has been  determined  solely for the
     purpose of calculating the  registration fee pursuant to Rule 457 (h) under
     the Securities Act of 1933, as amended,  and is based on (i) 243,423 shares
     of Common Stock which may be purchased upon exercise of outstanding options
     and (ii) the average price of $5.11 at which options may be exercised.

(3)  The maximum  offering  price per share has been  determined  solely for the
     purpose of calculating the  registration fee pursuant to Rule 457 (h) under
     the Securities Act of 1933, as amended,  and is based on (i) 105,586 shares
     of Common Stock which may be purchased upon exercise of outstanding options
     and (ii) the average price of $2.11 at which options may be exercised.

                                     PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       The documents(s)  containing the information  specified in Part I will be
       sent or  given  to  employees  as  specified  by Rule  428(b)(1),  of the
       Securities Act of 1933 as amended (the "Securities  Act"). Such documents
       are not being filed with the  Securities  and  Exchange  Commission  (the
       "Commission")  either  as  part  of  this  Registration  Statement  or as
       prospectuses  or  prospectus  supplements  pursuant  to  Rule  424.  Such
       documents   and  the   documents   incorporated   by  reference  in  this
       Registration  Statement pursuant to Item 3 of Part II of this Form, taken
       together,  constitute a prospectus that meets the requirements of Section
       10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.               Incorporation of Documents by Reference

The following  documents  (Commission  file number  001-12143),  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 year ended June 30,
          2000 (filing date September 22, 2000).

(b)       The  descriptions of the Company's Common Stock,  including  preferred
          stock purchase rights, which are contained in registration  statements
          on Form 8-A under the Exchange Act of 1934, as amended (the  "Exchange
          Act"),  including  any  amendments or reports filed for the purpose of
          updating such description.

     All documents filed by the Company  pursuant to Sections  13(a),  13(c), 14
and 15(d) of the Exchange Act, after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
indicating  that  all  securities   offered  hereby  have  been  sold  or  which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference into this Registration Statement and to be part hereof
from the date of the filing of such  documents.  Any  statement  contained  in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained  herein or in any  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

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,  because the person
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 the person in connection with
such  action,  suit or  proceeding,  if the person  acted in good faith and in a
manner  the  person  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 person did not have  reasonable  cause to believe the  person's
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  because the person is or was a director or officer of the
corporation,  against any  expenses  (including  attorneys'  fees)  actually and
reasonably  incurred by the person in connection  with the defense or settlement
of such  action or suit if the  person  acted in good  faith and in a manner the
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  except  that no  indemnification  shall be made in  respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
be indemnified for such expenses which the Court of Chancery or such other Court
shall deem proper.

              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  the  person in any such
capacity,  or arising  out of the  person's  status as such,  whether or not the
corporation  would have the power to indemnify the person against such liability
under the provisions of the law.

Item 7.       Exemption from Registration Claimed

              Not applicable.

Item 8.       Exhibits

              The  following  exhibits  are filed  herewith or  incorporated  by
reference.

Exhibit No.                             Description

4.1       Restated  Certificate of  Incorporation  of the  Registrant  (filed as
          Exhibit  3.1 to the  Registrant's  Annual  Report on Form 10-K for the
          fiscal year ended June 30, 1997 and incorporated herein by reference).

4.2       Amendments  of Section A of Article 4 of the Restated  Certificate  of
          Incorporation  of  Registrant  (filed as Exhibit  4.1 to  Registrant's
          Registration  Statement on Form S-3, Registration No. 333-46633 and as
          Exhibit 3.1 to the Registrant's  Quarterly Report on Form 10-Q for the
          quarter  ended  September  30,  1999,  both of which are  incorporated
          herein by reference).

4.3       Restated  By-Laws of Registrant  (filed as Exhibit 3.5 to Registrant's
          Annual Report on Form 10-K for the fiscal year ended June 30, 1998 and
          incorporated herein by reference).

4.4       Rights  Agreement  dated as of May 12,  1998  between  Registrant  and
          BankBoston,  N.A.,  as  Rights  Agent  (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).

4.5       Amendment No. 1, dated as of January 9, 2000,  between the  Registrant
          and  BankBoston,  N.A.,  as Rights  Agent (filed as Exhibit 4.1 to the
          Registrant's Registration Statement on Form 8-A/A, dated as of January
          14, 2000 and incorporated herein by reference).

4.6       Quackware, Inc. 1999 Stock Compensation Program, Stock Option Plan and
          form of option agreement thereunder.

4.7       Form of Quackware, Inc. Non-Qualified Stock Option Agreement.

5.1       Opinion of Brenda C.  Karickhoff,  Esq.,  Vice President and Associate
          General  Counsel of the Company,  regarding the legality of securities
          being offered.

23.1      Consent of Brenda C.  Karickhoff,  Esq.,  Vice President and Associate
          General  Counsel of the  Company  (included  in her  opinion  filed as
          Exhibit 5.1 and incorporated herein by reference).

23.2      Consent of Ernst & Young LLP.

24.1      Powers of Attorney (included in the signature page to the Registration
          Statement).

Item 9.       Undertakings

     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;

               (ii) to reflect  in the  prospectus  any facts or events  arising
               after the effective date of this  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 this  Registration  Statement (except to
               the  extent  that the  information  required  to be  included  by
               clauses (i) or (ii) is contained in periodic reports filed by the
               Company  pursuant to Section 13 or 15(d) of the Exchange Act that
               are incorporated by reference into this 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  this
               Registration Statement or any material change to such information
               in this 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
          of any of the securities  being  registered which remain unsold at the
          termination of the offering.

          4. 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.

          5. The undersigned registrant hereby undertakes to deliver or cause to
          be  delivered  with  the  prospectus,  to  each  person  to  whom  the
          prospectus  is sent or given,  the latest  annual  report to  security
          holders  that is  incorporated  by  reference  in the  prospectus  and
          furnished  pursuant to and meeting the  requirements  of Rule 14a-3 or
          Rule 14c-3  under the  Securities  Exchange  Act of 1934;  and,  where
          interim financial information required to be presented by Article 3 of
          Regulation  S-X is not set forth in the  prospectus,  to  deliver,  or
          cause to be delivered to each person to whom the prospectus is sent or
          given, the latest  quarterly report that is specifically  incorporated
          by reference  in the  prospectus  to provide  such  interim  financial
          information.

     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, Commonwealth of Virginia, on this 25th day
of September, 2000.

                                  AMERICA ONLINE, INC.


                                   By:/s/ J. Michael Kelly
                                      J. Michael Kelly, Senior Vice
                                      President, Chief Financial Officer
                                      and Assistant Secretary

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below  constitutes and appoints Stephen M. Case,  Kenneth J. Novack,  J.
Michael Kelly,  Paul T.  Cappuccio,  Sheila A. Clark and James F. MacGuidwin and
each of them, his true and lawful  attorneys-in-fact  and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) or supplements to this  registration  statement 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, 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 their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney may be executed in counterparts.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated in one or more counter-parts.

<TABLE>

<S>                            <C>                                          <C>
SIGNATURE                      TITLE                                        DATE
---------                      -----                                        ----

                               Chairman  of  the  Board  and  Chief         September 25, 2000
/s/ Stephen M. Case            Executive Officer (principal executive
Stephen M. Case                officer)


                               President, Chief Operating Officer and       September 25, 2000
/s/ Robert W. Pittman          Director
Robert W. Pittman


                               Senior Vice President, Chief  Financial      September 25, 2000
/s/ J. Michael Kelly           Officer and Assistant Secretary (principal
J. Michael Kelly               financial officer)


                               Senior Vice President, Controller, Chief     September 25, 2000
/s/ James F. MacGuidwin        Accounting & Budget Officer and Corporate
James F. MacGuidwin            Compliance Officer (principal accounting
                               officer)


/s/ Daniel F. Akerson          Director                                     September 25, 2000
Daniel F. Akerson


/s/ James L. Barksdale         Director                                     September 25, 2000
James L. Barksdale


/s/ Frank J. Caufield          Director                                     September 25, 2000
Frank J. Caufield


/s/ Miles R. Gilburne          Director                                     September 25, 2000
Miles R. Gilburne


/s/ Alexander M. Haig, Jr.     Director                                     September 25, 2000
Alexander M. Haig, Jr.


/s/ Kenneth J. Novack          Vice Chairman and Director                   September 25, 2000
Kenneth J. Novack


/s/ Colin L. Powell            Director                                     September 25, 2000
Colin L. Powell


/s/ Franklin D. Raines         Director                                     September 25, 2000
Franklin D. Raines


/s/ Marjorie M. Scardino       Director                                     September 25, 2000
Marjorie M. Scardino

</TABLE>

                                  Exhibit Index

Exhibit No.                        Description

4.6       Quackware, Inc. 1999 Stock Compensation Program, Stock Option Plan and
          form of option agreement thereunder.

4.7       Form of Quackware, Inc. Non-Qualified Stock Option Agreement.

5.1       Opinion of Brenda C.  Karickhoff,  Esq.,  Vice President and Associate
          General  Counsel of the Company,  regarding the legality of securities
          being offered.

23.1      Consent of Brenda C.  Karickhoff,  Esq.,  Vice President and Associate
          General  Counsel of the  Company  (included  in her  opinion  filed as
          Exhibit 5.1 and incorporated herein by reference).

23.2      Consent of Ernst & Young LLP.

24.1      Powers of Attorney (included in the signature page to the Registration
          Statement).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 23404}]
{"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": "333-46534", "film-number": "728126"}, "business-address": {"street1": "AMERICA ONLINE, INC.", "street2": "22000 AOL WAY", "city": "DULLES", "state": "VA", "zip": "20166", "phone": "7032651000"}, "mail-address": {"street1": "22000 AOL WAY", "city": "DULLES", "state": "VA", "zip": "20166"}}
As filed with the Securities and Exchange Commission on September 25, 2000
                                                        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)

                 Quackware, Inc. 1999 Stock Compensation Program
              Quackware, Inc. Non-Qualified Stock Option Agreements
                            (Full Title of the Plans)

                             PAUL T. CAPPUCCIO, ESQ.
                    Senior Vice President and General Counsel
                              America Online, Inc.
                                  22000 AOL Way
                           Dulles, Virginia 20166-9323
                                 (703) 265-1000

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

---------------------------- ------------------- ----------------------- ---------------------- ----------------------
  Title of securities to        Amount to be        Proposed maximum       Proposed maximum           Amount of
     be registered (1)           registered        offering price per     aggregate offering      registration fee
                                                         share                   price
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
Quackware, Inc. 1999 Stock
Compensation Program,              243,423                  $5.11(2)        $1,243,891.53                $328.39
Common Stock $.01 par
value per share
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
Quackware, Inc.
Non-Qualified Stock Option         105,586                  $2.11(3)          $222,786.46                 $58.82
Agreements, Common Stock,
$.01 par value per share
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
(1)  America Online Common Stock being  registered  hereby  includes  associated
     Preferred Stock Purchase Rights.

(2)  The maximum  offering  price per share has been  determined  solely for the
     purpose of calculating the  registration fee pursuant to Rule 457 (h) under
     the Securities Act of 1933, as amended,  and is based on (i) 243,423 shares
     of Common Stock which may be purchased upon exercise of outstanding options
     and (ii) the average price of $5.11 at which options may be exercised.

(3)  The maximum  offering  price per share has been  determined  solely for the
     purpose of calculating the  registration fee pursuant to Rule 457 (h) under
     the Securities Act of 1933, as amended,  and is based on (i) 105,586 shares
     of Common Stock which may be purchased upon exercise of outstanding options
     and (ii) the average price of $2.11 at which options may be exercised.

                                     PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       The documents(s)  containing the information  specified in Part I will be
       sent or  given  to  employees  as  specified  by Rule  428(b)(1),  of the
       Securities Act of 1933 as amended (the "Securities  Act"). Such documents
       are not being filed with the  Securities  and  Exchange  Commission  (the
       "Commission")  either  as  part  of  this  Registration  Statement  or as
       prospectuses  or  prospectus  supplements  pursuant  to  Rule  424.  Such
       documents   and  the   documents   incorporated   by  reference  in  this
       Registration  Statement pursuant to Item 3 of Part II of this Form, taken
       together,  constitute a prospectus that meets the requirements of Section
       10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.               Incorporation of Documents by Reference

The following  documents  (Commission  file number  001-12143),  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 year ended June 30,
          2000 (filing date September 22, 2000).

(b)       The  descriptions of the Company's Common Stock,  including  preferred
          stock purchase rights, which are contained in registration  statements
          on Form 8-A under the Exchange Act of 1934, as amended (the  "Exchange
          Act"),  including  any  amendments or reports filed for the purpose of
          updating such description.

     All documents filed by the Company  pursuant to Sections  13(a),  13(c), 14
and 15(d) of the Exchange Act, after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
indicating  that  all  securities   offered  hereby  have  been  sold  or  which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference into this Registration Statement and to be part hereof
from the date of the filing of such  documents.  Any  statement  contained  in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained  herein or in any  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

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,  because the person
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 the person in connection with
such  action,  suit or  proceeding,  if the person  acted in good faith and in a
manner  the  person  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 person did not have  reasonable  cause to believe the  person's
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  because the person is or was a director or officer of the
corporation,  against any  expenses  (including  attorneys'  fees)  actually and
reasonably  incurred by the person in connection  with the defense or settlement
of such  action or suit if the  person  acted in good  faith and in a manner the
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  except  that no  indemnification  shall be made in  respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
be indemnified for such expenses which the Court of Chancery or such other Court
shall deem proper.

              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  the  person in any such
capacity,  or arising  out of the  person's  status as such,  whether or not the
corporation  would have the power to indemnify the person against such liability
under the provisions of the law.

Item 7.       Exemption from Registration Claimed

              Not applicable.

Item 8.       Exhibits

              The  following  exhibits  are filed  herewith or  incorporated  by
reference.

Exhibit No.                             Description

4.1       Restated  Certificate of  Incorporation  of the  Registrant  (filed as
          Exhibit  3.1 to the  Registrant's  Annual  Report on Form 10-K for the
          fiscal year ended June 30, 1997 and incorporated herein by reference).

4.2       Amendments  of Section A of Article 4 of the Restated  Certificate  of
          Incorporation  of  Registrant  (filed as Exhibit  4.1 to  Registrant's
          Registration  Statement on Form S-3, Registration No. 333-46633 and as
          Exhibit 3.1 to the Registrant's  Quarterly Report on Form 10-Q for the
          quarter  ended  September  30,  1999,  both of which are  incorporated
          herein by reference).

4.3       Restated  By-Laws of Registrant  (filed as Exhibit 3.5 to Registrant's
          Annual Report on Form 10-K for the fiscal year ended June 30, 1998 and
          incorporated herein by reference).

4.4       Rights  Agreement  dated as of May 12,  1998  between  Registrant  and
          BankBoston,  N.A.,  as  Rights  Agent  (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).

4.5       Amendment No. 1, dated as of January 9, 2000,  between the  Registrant
          and  BankBoston,  N.A.,  as Rights  Agent (filed as Exhibit 4.1 to the
          Registrant's Registration Statement on Form 8-A/A, dated as of January
          14, 2000 and incorporated herein by reference).

4.6       Quackware, Inc. 1999 Stock Compensation Program, Stock Option Plan and
          form of option agreement thereunder.

4.7       Form of Quackware, Inc. Non-Qualified Stock Option Agreement.

5.1       Opinion of Brenda C.  Karickhoff,  Esq.,  Vice President and Associate
          General  Counsel of the Company,  regarding the legality of securities
          being offered.

23.1      Consent of Brenda C.  Karickhoff,  Esq.,  Vice President and Associate
          General  Counsel of the  Company  (included  in her  opinion  filed as
          Exhibit 5.1 and incorporated herein by reference).

23.2      Consent of Ernst & Young LLP.

24.1      Powers of Attorney (included in the signature page to the Registration
          Statement).

Item 9.       Undertakings

     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;

               (ii) to reflect  in the  prospectus  any facts or events  arising
               after the effective date of this  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 this  Registration  Statement (except to
               the  extent  that the  information  required  to be  included  by
               clauses (i) or (ii) is contained in periodic reports filed by the
               Company  pursuant to Section 13 or 15(d) of the Exchange Act that
               are incorporated by reference into this 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  this
               Registration Statement or any material change to such information
               in this 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
          of any of the securities  being  registered which remain unsold at the
          termination of the offering.

          4. 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.

          5. The undersigned registrant hereby undertakes to deliver or cause to
          be  delivered  with  the  prospectus,  to  each  person  to  whom  the
          prospectus  is sent or given,  the latest  annual  report to  security
          holders  that is  incorporated  by  reference  in the  prospectus  and
          furnished  pursuant to and meeting the  requirements  of Rule 14a-3 or
          Rule 14c-3  under the  Securities  Exchange  Act of 1934;  and,  where
          interim financial information required to be presented by Article 3 of
          Regulation  S-X is not set forth in the  prospectus,  to  deliver,  or
          cause to be delivered to each person to whom the prospectus is sent or
          given, the latest  quarterly report that is specifically  incorporated
          by reference  in the  prospectus  to provide  such  interim  financial
          information.

     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, Commonwealth of Virginia, on this 25th day
of September, 2000.

                                  AMERICA ONLINE, INC.

                                   By:/s/ J. Michael Kelly
                                      J. Michael Kelly, Senior Vice
                                      President, Chief Financial Officer
                                      and Assistant Secretary

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below  constitutes and appoints Stephen M. Case,  Kenneth J. Novack,  J.
Michael Kelly,  Paul T.  Cappuccio,  Sheila A. Clark and James F. MacGuidwin and
each of them, his true and lawful  attorneys-in-fact  and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) or supplements to this  registration  statement 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, 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 their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney may be executed in counterparts.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated in one or more counter-parts.
SIGNATURE                      TITLE                                        DATE
---------                      -----                                        ----

                               Chairman  of  the  Board  and  Chief         September 25, 2000
/s/ Stephen M. Case            Executive Officer (principal executive
Stephen M. Case                officer)

                               President, Chief Operating Officer and       September 25, 2000
/s/ Robert W. Pittman          Director
Robert W. Pittman

                               Senior Vice President, Chief  Financial      September 25, 2000
/s/ J. Michael Kelly           Officer and Assistant Secretary (principal
J. Michael Kelly               financial officer)

                               Senior Vice President, Controller, Chief     September 25, 2000
/s/ James F. MacGuidwin        Accounting & Budget Officer and Corporate
James F. MacGuidwin            Compliance Officer (principal accounting
                               officer)

/s/ Daniel F. Akerson          Director                                     September 25, 2000
Daniel F. Akerson

/s/ James L. Barksdale         Director                                     September 25, 2000
James L. Barksdale

/s/ Frank J. Caufield          Director                                     September 25, 2000
Frank J. Caufield

/s/ Miles R. Gilburne          Director                                     September 25, 2000
Miles R. Gilburne

/s/ Alexander M. Haig, Jr.     Director                                     September 25, 2000
Alexander M. Haig, Jr.

/s/ Kenneth J. Novack          Vice Chairman and Director                   September 25, 2000
Kenneth J. Novack

/s/ Colin L. Powell            Director                                     September 25, 2000
Colin L. Powell

/s/ Franklin D. Raines         Director                                     September 25, 2000
Franklin D. Raines

/s/ Marjorie M. Scardino       Director                                     September 25, 2000
Marjorie M. Scardino
Exhibit Index

Exhibit No.                        Description

4.6       Quackware, Inc. 1999 Stock Compensation Program, Stock Option Plan and
          form of option agreement thereunder.

4.7       Form of Quackware, Inc. Non-Qualified Stock Option Agreement.

5.1       Opinion of Brenda C.  Karickhoff,  Esq.,  Vice President and Associate
          General  Counsel of the Company,  regarding the legality of securities
          being offered.

23.1      Consent of Brenda C.  Karickhoff,  Esq.,  Vice President and Associate
          General  Counsel of the  Company  (included  in her  opinion  filed as
          Exhibit 5.1 and incorporated herein by reference).

23.2      Consent of Ernst & Young LLP.

24.1      Powers of Attorney (included in the signature page to the Registration
          Statement).