As filed with the Securities and Exchange Commission on January 7, 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)

           Tegic Communications, Inc. 1998 Director Stock Option Plan
                            (Full Title of the Plan)

                              SHEILA A. CLARK, ESQ.
                          Senior Vice President, Legal
                              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 (2)                 price
<S>                              <C>                   <C>                    <C>                     <C>
Common Stock,
$.01 par value per share          7,395                 $4.99                 $36,901.05               $9.74

</TABLE>

(1)  Common Stock being registered  hereby includes  associated  Preferred Stock
     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 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 7,395  shares of Common
     Stock which may be purchased upon exercise of outstanding  options, the fee
     is based on the average price of $4.99 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). 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,  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,  1999,  as filed  with the  Commission  on August  13,  1999
           pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the
           "Exchange Act") (File No. 001-12143).

       (b) The Company's Quarterly Report on Form 10-Q, for the quarterly period
           ended September 30, 1999, as filed with the Commission on November 2,
           1999, pursuant to the Exchange Act (File No. 001-12143).

       (c) The Company's  Proxy Statement on Schedule 14A for the Company's 1999
           Annual  Meeting (File No.  001-12143 and filing date of September 24,
           1999).

       (d) The Company's Current Report on Form 8-K dated December 1, 1999 (File
           No. 001-12143 and filing date of December 2, 1999).

       (e) The  Company's  Current  Report on Form 8-K dated  December  21, 1999
           (File No. 001-12143 and filing date of January 3, 2000).

       (f) 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,  including  any  amendments  or
           reports filed for the purpose of updating such description.

       (g) 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 (incorporated by reference herein) 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 the  "Right to  Indemnification"  section  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
              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)

4.2           Section B of Article 4,  Article 6 and  Article 8 of the  Restated
              Certificate of Incorporation  of the Registrant  (filed as part of
              Exhibit 3.1 to the Registrant's  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 between America Online,
              Inc. and BankBoston,  N.A., as Rights Agent,  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           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)

4.5           Tegic Communications, Inc. 1998 Director Stock Option Plan

5.1           Opinion of Sheila A. Clark,  Senior Vice  President,  Legal of the
              Company, regarding the legality of securities being offered

23.1          Consent of Sheila A. Clark,  Senior Vice  President,  Legal 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

       (a) The undersigned registrant hereby undertakes:

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

                (i)  To include any prospectus required by Section 10(a)(3) of
                     the Securities Act 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,  Commonwealth of Virginia, on this 7th day
of January, 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,  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


                                                                                           January 7, 2000
/s/Stephen M. Case                             Chairman  of  the  Board  and  Chief
Stephen M. Case                                Executive Officer (principal executive
                                               officer)

                                                                                           January 7, 2000
/s/Robert W. Pittman                           President, Chief Operating Officer and
Robert W. Pittman                              Director


                                                                                           January 7, 2000
/s/Miles R. Gilburne                           Senior Vice President, Corporate
Miles R. Gilburne                              Development and Director


                                                                                           January 7, 2000
/s/J. Michael Kelly                            Senior Vice President, Chief  Financial
J. Michael Kelly                               Officer and Assistant Secretary (principal
                                               financial officer)


                                                                                           January 7, 2000
/s/James F. MacGuidwin                         Vice President, Controller, Chief
James F. MacGuidwin                            Accounting and Budget Officer (principal
                                               accounting officer)


                                                                                           January 7, 2000
/s/Daniel F. Akerson                           Director
Daniel F. Akerson


                                                                                           January 7, 2000
/s/James L. Barksdale                          Director
James L. Barksdale


                                                                                           January 7, 2000
/s/Frank J. Caufield                           Director
Frank J. Caufield


                                                                                           January 7, 2000
/s/Alexander M. Haig, Jr.                      Director
Alexander M. Haig, Jr.


                                                                                           January 7, 2000
/s/Thomas Middelhoff                           Director
Thomas Middelhoff


                                                                                           January 7, 2000
/s/Colin L. Powell                             Director
Colin L. Powell


                                                                                           January 7, 2000
/s/Franklin D. Raines                          Director
Franklin D. Raines


                                                                                           January 7, 2000
/s/Marjorie M. Scardino                        Director
Marjorie M. Scardino

</TABLE>

                                  Exhibit Index

Exhibit No.    Description

4.5           Tegic Communications, Inc. 1998 Director Stock Option Plan

5.1           Opinion of Sheila A. Clark,  Senior Vice  President,  Legal of the
              Company, regarding the legality of securities being offered

23.1          Consent of Sheila A. Clark,  Senior Vice  President,  Legal 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", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 33872}]
{"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": "333-94255", "film-number": "503583"}, "business-address": {"street1": "22000 AOL WAY", "street2": "C/O LENNERT J LEADER CFO", "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 January 7, 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)

           Tegic Communications, Inc. 1998 Director Stock Option Plan
                            (Full Title of the Plan)

                              SHEILA A. CLARK, ESQ.
                          Senior Vice President, Legal
                              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 (2)                 price
Common Stock,
$.01 par value per share          7,395                 $4.99                 $36,901.05               $9.74
(1)  Common Stock being registered  hereby includes  associated  Preferred Stock
     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 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 7,395  shares of Common
     Stock which may be purchased upon exercise of outstanding  options, the fee
     is based on the average price of $4.99 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). 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,  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,  1999,  as filed  with the  Commission  on August  13,  1999
           pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the
           "Exchange Act") (File No. 001-12143).

       (b) The Company's Quarterly Report on Form 10-Q, for the quarterly period
           ended September 30, 1999, as filed with the Commission on November 2,
           1999, pursuant to the Exchange Act (File No. 001-12143).

       (c) The Company's  Proxy Statement on Schedule 14A for the Company's 1999
           Annual  Meeting (File No.  001-12143 and filing date of September 24,
           1999).

       (d) The Company's Current Report on Form 8-K dated December 1, 1999 (File
           No. 001-12143 and filing date of December 2, 1999).

       (e) The  Company's  Current  Report on Form 8-K dated  December  21, 1999
           (File No. 001-12143 and filing date of January 3, 2000).

       (f) 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,  including  any  amendments  or
           reports filed for the purpose of updating such description.

       (g) 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 (incorporated by reference herein) 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 the  "Right to  Indemnification"  section  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
              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)

4.2           Section B of Article 4,  Article 6 and  Article 8 of the  Restated
              Certificate of Incorporation  of the Registrant  (filed as part of
              Exhibit 3.1 to the Registrant's  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 between America Online,
              Inc. and BankBoston,  N.A., as Rights Agent,  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           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)

4.5           Tegic Communications, Inc. 1998 Director Stock Option Plan

5.1           Opinion of Sheila A. Clark,  Senior Vice  President,  Legal of the
              Company, regarding the legality of securities being offered

23.1          Consent of Sheila A. Clark,  Senior Vice  President,  Legal 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

       (a) The undersigned registrant hereby undertakes:

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

                (i)  To include any prospectus required by Section 10(a)(3) of
                     the Securities Act 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,  Commonwealth of Virginia, on this 7th day
of January, 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,  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

                                                                                           January 7, 2000
/s/Stephen M. Case                             Chairman  of  the  Board  and  Chief
Stephen M. Case                                Executive Officer (principal executive
                                               officer)

                                                                                           January 7, 2000
/s/Robert W. Pittman                           President, Chief Operating Officer and
Robert W. Pittman                              Director

                                                                                           January 7, 2000
/s/Miles R. Gilburne                           Senior Vice President, Corporate
Miles R. Gilburne                              Development and Director

                                                                                           January 7, 2000
/s/J. Michael Kelly                            Senior Vice President, Chief  Financial
J. Michael Kelly                               Officer and Assistant Secretary (principal
                                               financial officer)

                                                                                           January 7, 2000
/s/James F. MacGuidwin                         Vice President, Controller, Chief
James F. MacGuidwin                            Accounting and Budget Officer (principal
                                               accounting officer)

                                                                                           January 7, 2000
/s/Daniel F. Akerson                           Director
Daniel F. Akerson

                                                                                           January 7, 2000
/s/James L. Barksdale                          Director
James L. Barksdale

                                                                                           January 7, 2000
/s/Frank J. Caufield                           Director
Frank J. Caufield

                                                                                           January 7, 2000
/s/Alexander M. Haig, Jr.                      Director
Alexander M. Haig, Jr.

                                                                                           January 7, 2000
/s/Thomas Middelhoff                           Director
Thomas Middelhoff

                                                                                           January 7, 2000
/s/Colin L. Powell                             Director
Colin L. Powell

                                                                                           January 7, 2000
/s/Franklin D. Raines                          Director
Franklin D. Raines

                                                                                           January 7, 2000
/s/Marjorie M. Scardino                        Director
Marjorie M. Scardino
Exhibit Index

Exhibit No.    Description

4.5           Tegic Communications, Inc. 1998 Director Stock Option Plan

5.1           Opinion of Sheila A. Clark,  Senior Vice  President,  Legal of the
              Company, regarding the legality of securities being offered

23.1          Consent of Sheila A. Clark,  Senior Vice  President,  Legal 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)