As filed with the Securities and Exchange Commission on July 20, 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 its charter)

             Delaware                               54-1322110
  (State or other jurisdiction         (I.R.S. Employer Identification Number)
of incorporation or organization)

                                  22000 AOL Way
                           Dulles, Virginia 20166-9323

                                 (703) 265-1000

    (Address, including zip code, of Registrant's principal executive office)

                     The MapQuest.com, Inc. 1999 Stock Plan,
                    MapQuest.com, Inc. 1995 Stock Option Plan

                            (Full title of the plans)

                             Paul T. Cappuccio, Esq.
                    Senior Vice President and General Counsel
                              America Online, Inc.
                                  22000 AOL Way
                             Dulles, Virginia 20166
                                 (703) 265-1000

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

                                   Copies to:
                           Philip T. Ruegger III, Esq.
                           Simpson Thacher & Bartlett
                              425 Lexington Avenue
                            New York, New York 10017
                                 (212) 455-2000

                         CALCULATION OF REGISTRATION FEE

<TABLE>

                                                                    Proposed
                                                                    Maximum
                                                                    Offering     Proposed Maximum      Amount of
                                                  Amount to be      Price Per        Aggregate       Registration
  Title of Securities to be Registered             Registered       Share (1)     Offering Price          Fee

<S>           <C>                      <C>          <C>               <C>            <C>                 <C>
Common Stock, $.01 par value per share (2)          1,718,201         $19.15         $32,903,549         $8,687
================================================ ================ ============== ================== ================
</TABLE>

   (1) The maximum  offering price per share has been determined  solely for the
       purpose of calculating  the  registration  fee pursuant to Rule 457(h)(1)
       under  the  Securities  Act of  1933,  as  amended,  and is  based on (i)
       1,718,201  shares of Common Stock which may be purchased upon exercise of
       outstanding options and (ii) the average price of $19.15 at which options
       may be exercised.

   (2) The  America  Online  Common  Stock  being  registered   hereby  includes
       associated preferred stock purchase rights.

                                     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 of the Securities Act. Such documents and the documents incorporated by
reference in this Registration  Statement  pursuant to Item 3 of Part II hereof,
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 fiscal year ended June
        30, 1999 (filing date August 13, 1999)

(b)     The Company's  Quarterly Report on Form 10-Q/A, for the quarterly period
        ended  March  31,  2000  (filing  date  May 17,  2000),  which  contains
        financial  statements and related information that restate and supersede
        the financial  statements and related  information  in America  Online's
        Annual  Report on Form 10-K for the fiscal  year  ended  June 30,  1999,
        filed August 13, 1999

(c)     The Company's  Quarterly  Report on Form 10-Q, for the quarterly  period
        ended December 31, 1999 (filing date February 14, 2000)

(d)     The Company's  Quarterly  Report on Form 10-Q, for the quarterly  period
        ended September 30, 1999 (filing date November 2, 1999)

(e)     The Company's  Proxy  Statement on Schedule 14A for the  Company's  1999
        Annual Meeting (filing date September 24, 1999)

(f)     The Company's  Current Report on Form 8-K dated December 1, 1999 (filing
        date December 2, 1999)

(g)     The  Company's  Current  Report on Form 8-K,  dated  December  21,  1999
        (filing date January 3, 2000)

(h)     The Company's Current Report on Form 8-K, dated January 10, 2000 (filing
        date January 14, 2000)

(i)     The Company's Current Report on Form 8-K, dated January 19, 2000 (filing
        date January 20, 2000)

(j)     The Company's Current Report on Form 8-K, dated January 10, 2000 (filing
        date February 11, 2000)

(k)     The Company's  Current  Report on Form 8-K, dated March 17, 2000 (filing
        date March 24, 2000)

(l)     The Company's  Current  Report on Form 8-K,  dated April 3, 2000 (filing
        date April 3, 2000)

(m)     The Company's  Current  Report on Form 8-K, dated April 18, 2000 (filing
        date April 21, 2000)

(n)     The  Company's  Current  Report on Form 8-K,  dated May 23, 2000 (filing
        date May 23, 2000)

(o)     The Company's  Current  Report on Form 8-K,  dated June 29, 2000 (filing
        date July 17, 2000)

(p)     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  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 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

         None.

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  the  Registrant   (filed  as  Exhibit  4.1  to  the
          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 the  Registrant  (filed  as  Exhibit  3.5 to the
          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 the 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       The MapQuest.com, Inc. 1999 Stock Plan.

4.7       MapQuest.com, Inc. 1995 Stock Option Plan.

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. (included as part of her opinion
          filed as Exhibit 5.1 and incorporated herein by reference).

23.2      Consents of Ernst & Young LLP.

24.1      Powers of Attorney.

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 20th day
of July, 2000.

                               AMERICA ONLINE, INC.

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

         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 date indicated.

<TABLE>

<S>         <C>                              <C>                                        <C>
            Signature                        Title                                      Date

                                Chief Executive Officer and Chairman of the
                *               Board (Principal Executive Officer)                July 20, 2000
         Stephen M. Case

                *               President and Chief Operating Officer
        Robert W. Pittman                                                          July 20, 2000

                                Senior Vice President, Chief Financial Officer
                                and Assistant Secretary (Principal Financial
       /s/J. Michael Kelly      Officer)
         J. Michael Kelly                                                          July 20, 2000

                                Senior Vice President, Controller, Chief
                                Accounting and Budget Officer (Principal
                *               Accounting Officer)
       James F. MacGuidwin                                                         July 20, 2000

                *
       Daniel F. Akerson        Director                                           July 20, 2000

                *
        James L. Barksdale      Director                                           July 20, 2000

                *
        Frank J. Caufield       Director                                           July 20, 2000

                *
        Miles R. Gilburne       Director                                           July 20, 2000

                *
      Alexander M. Haig, Jr.    Director                                           July 20, 2000


        Kenneth J. Novack       Vice Chairman and Director                         July 20, 2000

                *
        Colin L. Powell         Director                                           July 20, 2000

                *
        Franklin D. Raines      Director                                           July 20, 2000

                *
     Marjorie M. Scardino       Director                                           July 20, 2000

</TABLE>

*By: /s/J. Michael Kelly
     J. Michael Kelly,
     Attorney-in-Fact

                                INDEX TO EXHIBITS

Exhibit No  Description
No.

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  the   Registrant   (filed  as  Exhibit  4.1  to  the
        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  the  Registrant  (filed  as  Exhibit  3.5  to the
        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 the 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     The MapQuest.com, Inc. 1999 Stock Plan.

4.7     MapQuest.com, Inc. 1995 Stock Option Plan.

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.  (included as part of her opinion
        filed as Exhibit 5.1 and incorporated herein by reference).

23.2    Consents of Ernst & Young LLP.

24.1    Powers of Attorney.
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As filed with the Securities and Exchange Commission on July 20, 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 its charter)

             Delaware                               54-1322110
  (State or other jurisdiction         (I.R.S. Employer Identification Number)
of incorporation or organization)

                                  22000 AOL Way
                           Dulles, Virginia 20166-9323

                                 (703) 265-1000

    (Address, including zip code, of Registrant's principal executive office)

                     The MapQuest.com, Inc. 1999 Stock Plan,
                    MapQuest.com, Inc. 1995 Stock Option Plan

                            (Full title of the plans)

                             Paul T. Cappuccio, Esq.
                    Senior Vice President and General Counsel
                              America Online, Inc.
                                  22000 AOL Way
                             Dulles, Virginia 20166
                                 (703) 265-1000

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

                                   Copies to:
                           Philip T. Ruegger III, Esq.
                           Simpson Thacher & Bartlett
                              425 Lexington Avenue
                            New York, New York 10017
                                 (212) 455-2000

                         CALCULATION OF REGISTRATION FEE

                                                                    Proposed
                                                                    Maximum
                                                                    Offering     Proposed Maximum      Amount of
                                                  Amount to be      Price Per        Aggregate       Registration
  Title of Securities to be Registered             Registered       Share (1)     Offering Price          Fee
Common Stock, $.01 par value per share (2)          1,718,201         $19.15         $32,903,549         $8,687
================================================ ================ ============== ================== ================
(1) The maximum  offering price per share has been determined  solely for the
       purpose of calculating  the  registration  fee pursuant to Rule 457(h)(1)
       under  the  Securities  Act of  1933,  as  amended,  and is  based on (i)
       1,718,201  shares of Common Stock which may be purchased upon exercise of
       outstanding options and (ii) the average price of $19.15 at which options
       may be exercised.

   (2) The  America  Online  Common  Stock  being  registered   hereby  includes
       associated preferred stock purchase rights.

                                     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 of the Securities Act. Such documents and the documents incorporated by
reference in this Registration  Statement  pursuant to Item 3 of Part II hereof,
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 fiscal year ended June
        30, 1999 (filing date August 13, 1999)

(b)     The Company's  Quarterly Report on Form 10-Q/A, for the quarterly period
        ended  March  31,  2000  (filing  date  May 17,  2000),  which  contains
        financial  statements and related information that restate and supersede
        the financial  statements and related  information  in America  Online's
        Annual  Report on Form 10-K for the fiscal  year  ended  June 30,  1999,
        filed August 13, 1999

(c)     The Company's  Quarterly  Report on Form 10-Q, for the quarterly  period
        ended December 31, 1999 (filing date February 14, 2000)

(d)     The Company's  Quarterly  Report on Form 10-Q, for the quarterly  period
        ended September 30, 1999 (filing date November 2, 1999)

(e)     The Company's  Proxy  Statement on Schedule 14A for the  Company's  1999
        Annual Meeting (filing date September 24, 1999)

(f)     The Company's  Current Report on Form 8-K dated December 1, 1999 (filing
        date December 2, 1999)

(g)     The  Company's  Current  Report on Form 8-K,  dated  December  21,  1999
        (filing date January 3, 2000)

(h)     The Company's Current Report on Form 8-K, dated January 10, 2000 (filing
        date January 14, 2000)

(i)     The Company's Current Report on Form 8-K, dated January 19, 2000 (filing
        date January 20, 2000)

(j)     The Company's Current Report on Form 8-K, dated January 10, 2000 (filing
        date February 11, 2000)

(k)     The Company's  Current  Report on Form 8-K, dated March 17, 2000 (filing
        date March 24, 2000)

(l)     The Company's  Current  Report on Form 8-K,  dated April 3, 2000 (filing
        date April 3, 2000)

(m)     The Company's  Current  Report on Form 8-K, dated April 18, 2000 (filing
        date April 21, 2000)

(n)     The  Company's  Current  Report on Form 8-K,  dated May 23, 2000 (filing
        date May 23, 2000)

(o)     The Company's  Current  Report on Form 8-K,  dated June 29, 2000 (filing
        date July 17, 2000)

(p)     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  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 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

         None.

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  the  Registrant   (filed  as  Exhibit  4.1  to  the
          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 the  Registrant  (filed  as  Exhibit  3.5 to the
          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 the 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       The MapQuest.com, Inc. 1999 Stock Plan.

4.7       MapQuest.com, Inc. 1995 Stock Option Plan.

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. (included as part of her opinion
          filed as Exhibit 5.1 and incorporated herein by reference).

23.2      Consents of Ernst & Young LLP.

24.1      Powers of Attorney.

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 20th day
of July, 2000.

                               AMERICA ONLINE, INC.

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

         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 date indicated.
Signature                        Title                                      Date

                                Chief Executive Officer and Chairman of the
                *               Board (Principal Executive Officer)                July 20, 2000
         Stephen M. Case

                *               President and Chief Operating Officer
        Robert W. Pittman                                                          July 20, 2000

                                Senior Vice President, Chief Financial Officer
                                and Assistant Secretary (Principal Financial
       /s/J. Michael Kelly      Officer)
         J. Michael Kelly                                                          July 20, 2000

                                Senior Vice President, Controller, Chief
                                Accounting and Budget Officer (Principal
                *               Accounting Officer)
       James F. MacGuidwin                                                         July 20, 2000

                *
       Daniel F. Akerson        Director                                           July 20, 2000

                *
        James L. Barksdale      Director                                           July 20, 2000

                *
        Frank J. Caufield       Director                                           July 20, 2000

                *
        Miles R. Gilburne       Director                                           July 20, 2000

                *
      Alexander M. Haig, Jr.    Director                                           July 20, 2000

        Kenneth J. Novack       Vice Chairman and Director                         July 20, 2000

                *
        Colin L. Powell         Director                                           July 20, 2000

                *
        Franklin D. Raines      Director                                           July 20, 2000

                *
     Marjorie M. Scardino       Director                                           July 20, 2000
*By: /s/J. Michael Kelly
     J. Michael Kelly,
     Attorney-in-Fact

                                INDEX TO EXHIBITS

Exhibit No  Description
No.

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  the   Registrant   (filed  as  Exhibit  4.1  to  the
        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  the  Registrant  (filed  as  Exhibit  3.5  to the
        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 the 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     The MapQuest.com, Inc. 1999 Stock Plan.

4.7     MapQuest.com, Inc. 1995 Stock Option Plan.

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.  (included as part of her opinion
        filed as Exhibit 5.1 and incorporated herein by reference).

23.2    Consents of Ernst & Young LLP.

24.1    Powers of Attorney.