As filed with the Securities and Exchange Commission on June 28, 1996
                                                    Registration No. 33-
________

                       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                             (I.R.S.
      jurisdiction of                            Employer
     incorporation or                          Identification
      organization)                              Number)
                              ____________________
            8619 WESTWOOD CENTER DRIVE, VIENNA, VIRGINIA  22182-2285
                    (Address of principal executive offices)
                               ___________________

                      2MARKET, INC. 1995 STOCK OPTION PLAN
                               ___________________
                              Ellen M. Kirsh, Esq.
                         Vice President, General Counsel
                                  and Secretary
                              America Online, Inc.
                           8619 Westwood Center Drive
                          Vienna, Virginia  22182-2285
                                  (703)448-8700
                       (Name, address, including zip code,
        and telephone number, including area code, of agent for service)
                               ___________________


                         CALCULATION OF REGISTRATION FEE
                                 Proposed     Proposed
                        Amount    Maximum     Maximum
         Title of       to be    Offering    Aggregate   Amount of
     Securities to be  Register  Price Per    Offering   Registrat
       Registered(1)      ed     Share(2)     Price(3)    ion Fee
       Common Stock,    37,344   $39.6875    $1,482,090   $511.07
      $.01 par value


(1)  The Registrant adopted a Rights Agreement on April 23, 1993.  Pursuant
to such shareholder rights plan the right to receive one-hundredth (1/100)
share of preferred stock for each share of Common Stock was provided to 
holders of the Common Stock under certain defined circumstances.  No such
rights are currently exercisable.  Value attributable to such rights, if any,
is reflected in the market price of the Common Stock.
(2)  The maximum offering price per share of 37,344 shares of Common Stock to
be registered pursuant to this Registration Statement has been determined
solely for the purpose of calculating the registration fee pursuant to Rules
457(c) and (h) under the Securities Act of 1933, as amended (the "Securities
Act"), based on the average of the high and low prices for the Common Stock 
as quoted on the Nasdaq Stock Market National Market within five (5) 
business days prior to the above date of filing.
(3)  The maximum aggregate offering price per share of 37,344 shares of
Common Stock to be registered pursuant to this Registration Statement has been
  determined solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act based on the 
average of the high and low prices for the Common Stock as quoted on the Nasdaq
Stock Market National Market within five (5) business days prior to the above
date of filing.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(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, 1995, as filed with the Commission pursuant to the
     Securities Exchange Act of 1934, as amended (the "Exchange Act").

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
     the Exchange Act since June 30, 1995.

          (c)  The description of the Common Stock contained in the Company's
     Registration Statement on Form S-3, Registration Number 33-97078, filed
     with the Commission pursuant to the Exchange Act.

          (d)  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.        Limitation of Liability; Indemnification of Directors and
Officers; Insurance

     The Company's Restated Certificate of Incorporation eliminates the
liability of a director to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director to the fullest extent 
permitted by the General Corporation Law of the State of Delaware (the "Delaware
Corporation Law").  The Delaware Corporation Law permits a corporation to limit
or eliminate the personal liability of its directors to the corporation or its
stockholders for monetary damages for breach of fiduciary duty, other than (1) 
for any breach of the duty of loyalty to the corporation or its stockholders, 
(2) for acts or omissions not in good faith or which involve intentional 
misconduct or a knowing violation of law, (3) for willful or negligent 
violations of provisions regarding the unlawful payment of dividends or unlawful
stock repurchases or redemptions, or (4) for any transaction from which the 
director derived an improper personal benefit.

     As permitted by the Delaware Corporation Law, Article Ninth of the
Company's Restated Certificate of Incorporation (the "Certificate of
Incorporation") (filed as Exhibit 3.1 to the Company's Form 10-Q for the
period ending September 30, 1995 (the "Form 10-Q")) provides that:

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

     2.   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.

     3.   The Company 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 Company, or is or was serving at the request of the Company 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 Company would have the power to
indemnify him against such liability under this Article Ninth.

     4.   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 Company 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 Company 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 Company, only on
such terms and conditions and to the extent determined by the board of
directors in its sole discretion.

     Section 145 of the Delaware Corporation Law provides for indemnification
by the Company of its directors and officers.  In addition, Article Five of the
Company's By-Laws (filed as Exhibit 3.2 to the Form S-3, Registration No. 33-
90430) provides that:

     5.   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 Company or is or was serving at the request of the
Company 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 Company to the fullest extent authorized by
the Delaware 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 Company to provide broader
indemnification rights than such law permitted the Company to provide
prior to such amendment), against all expense, liability and loss (including
attorneys' 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 Section 3 of this Article [(paragraph 7 of this Item 6)]
with respect to proceedings to enforce rights to indemnification, the Company
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 Company.

6.   Right to Advancement of Expenses.  The right to indemnification
conferred in Section 1 of this Article [(paragraph 5 of this Item 6)]
shall include the right to be paid by the Company the expenses (including
attorneys' fees) incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the Delaware
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 Company of an undertaking, by or on behalf of such
Indemnitee, to repay all amounts so advanced if it shall ultimately by
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 2 [(this paragraph 6 of this Item 6)] or
otherwise.  The rights to indemnification and to the advancement of
expenses conferred in Sections 1 and 2 [(paragraphs 5 and 6 of this Item
6)] 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.

     7.   Right of Indemnitees to Bring Suit.  If a claim under Section 1 or
2 of this Article [(paragraph 5 or 6 of this Item 6)] is not paid in full
by the Company within sixty (60) days after a written claim has been
received by the Company, 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 Company
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 Company 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 Company to recover an
advancement of expenses pursuant to the terms of an undertaking, the
Company 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 Corporation Law.  Neither the failure of the 
Company (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 Corporation Law, nor an actual
determination by the Company (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 Company 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 Company.

     8.   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 Company's Certificate of Incorporation as amended from time
to time, these by-laws, any agreement, any vote of stockholders or
disinterested directors or otherwise.

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

     10.  Indemnification of Employees and Agents of the Company.  The
Company 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 Company 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 Company.

     As permitted by the Delaware Corporation Law, the Company's Restated
Certificate of Incorporation and the Company's Restated By-Laws, the
directors and officers of the Company are covered by a policy of liability 
insurance.


Item 7.        Exemption from Registration Claimed

          Not applicable.

Item 8.        Exhibits

       Exhibit No.      Description

            4.1       Restated Certificate of Incorporation
                      of America Online, Inc. (filed as
                      Exhibit 3.1 to the Form 10-Q for the
                      period ending September 30, 1995 and
                      incorporated herein by reference)

            4.2       Restated By-Laws of America Online,
                      Inc. (filed as Exhibit 3.2 to the Form
                      S-3, Registration No. 33-90430 and
                      incorporated herein by reference)

            4.3       2Market, Inc. 1995 Stock Option Plan

            4.4       Form of 2Market, Inc.Immediately
                      Exercisable Incentive Stock Option
                      Agreement under the 2Market, Inc. 1995
                      Stock Option Plan

            5         Opinion of David W. Phillips, Associate
                      General Counsel to the Company
                      (including the consent of such general
                      counsel), regarding the legality of
                      securities being offered

           23.1       Consent of David W. Phillips, Associate
                      General Counsel to the Company
                      (included in his opinion filed as
                      Exhibit 5 hereto)

           23.2       Consent of Ernst & Young LLP,
                      independent auditors

            24        Powers of Attorney

Item 9.        Undertakings

     (a)  The Company hereby undertakes:

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

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

            (ii)    To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement.

            (iii)   To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if this registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained  in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.

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

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

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

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

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vienna, State of Virginia, on this 28th day of
June, 1996.

                                   AMERICA ONLINE, INC.


                                   By:  /s/STEPHEN M. CASE
                                        Stephen M. Case
                                        Chairman, Chief Executive Officer and
                                        Director


Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed on the 28th day of June, 1996, by the following
persons in the capacities indicated.

                    Signature             Title

                                         Chairman, Chief Executive
                 /s/ STEPHEN M. CASE     Officer and Director
                                         (Principal Executive
                                         Officer)
                 Stephen M. Case


                        *                 Director
                 James V. Kimsey


                        *                 Director
                Frank J. Caufield


                        *                 Director
             Alexander M. Haig, Jr.


                        *                 Director
                William N. Melton


                        *                 Director
                Thomas Middelhoff


                        *                 Director
                 Scott C. Smith


                        *                 Director
              Robert J. Frankenberg


                        *                 Director
                Robert W. Pittman


                                         Senior Vice President and
                                         Chief Financial Officer,
                                         Treasurer and Chief
                /s/LENNERT J. LEADER     Accounting Officer
                                         (Principal Financial and
                                         Accounting Officer)
                Lennert J. Leader




                                   *By: /s/LENNERT J. LEADER
                                        Lennert J. Leader
                                        Attorney -In-Fact
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As filed with the Securities and Exchange Commission on June 28, 1996
                                                    Registration No. 33-
________

                       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                             (I.R.S.
      jurisdiction of                            Employer
     incorporation or                          Identification
      organization)                              Number)
                              ____________________
            8619 WESTWOOD CENTER DRIVE, VIENNA, VIRGINIA  22182-2285
                    (Address of principal executive offices)
                               ___________________

                      2MARKET, INC. 1995 STOCK OPTION PLAN
                               ___________________
                              Ellen M. Kirsh, Esq.
                         Vice President, General Counsel
                                  and Secretary
                              America Online, Inc.
                           8619 Westwood Center Drive
                          Vienna, Virginia  22182-2285
                                  (703)448-8700
                       (Name, address, including zip code,
        and telephone number, including area code, of agent for service)
                               ___________________

                         CALCULATION OF REGISTRATION FEE
                                 Proposed     Proposed
                        Amount    Maximum     Maximum
         Title of       to be    Offering    Aggregate   Amount of
     Securities to be  Register  Price Per    Offering   Registrat
       Registered(1)      ed     Share(2)     Price(3)    ion Fee
       Common Stock,    37,344   $39.6875    $1,482,090   $511.07
      $.01 par value

(1)  The Registrant adopted a Rights Agreement on April 23, 1993.  Pursuant
to such shareholder rights plan the right to receive one-hundredth (1/100)
share of preferred stock for each share of Common Stock was provided to 
holders of the Common Stock under certain defined circumstances.  No such
rights are currently exercisable.  Value attributable to such rights, if any,
is reflected in the market price of the Common Stock.
(2)  The maximum offering price per share of 37,344 shares of Common Stock to
be registered pursuant to this Registration Statement has been determined
solely for the purpose of calculating the registration fee pursuant to Rules
457(c) and (h) under the Securities Act of 1933, as amended (the "Securities
Act"), based on the average of the high and low prices for the Common Stock 
as quoted on the Nasdaq Stock Market National Market within five (5) 
business days prior to the above date of filing.
(3)  The maximum aggregate offering price per share of 37,344 shares of
Common Stock to be registered pursuant to this Registration Statement has been
  determined solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act based on the 
average of the high and low prices for the Common Stock as quoted on the Nasdaq
Stock Market National Market within five (5) business days prior to the above
date of filing.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(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, 1995, as filed with the Commission pursuant to the
     Securities Exchange Act of 1934, as amended (the "Exchange Act").

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
     the Exchange Act since June 30, 1995.

          (c)  The description of the Common Stock contained in the Company's
     Registration Statement on Form S-3, Registration Number 33-97078, filed
     with the Commission pursuant to the Exchange Act.

          (d)  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.        Limitation of Liability; Indemnification of Directors and
Officers; Insurance

     The Company's Restated Certificate of Incorporation eliminates the
liability of a director to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director to the fullest extent 
permitted by the General Corporation Law of the State of Delaware (the "Delaware
Corporation Law").  The Delaware Corporation Law permits a corporation to limit
or eliminate the personal liability of its directors to the corporation or its
stockholders for monetary damages for breach of fiduciary duty, other than (1) 
for any breach of the duty of loyalty to the corporation or its stockholders, 
(2) for acts or omissions not in good faith or which involve intentional 
misconduct or a knowing violation of law, (3) for willful or negligent 
violations of provisions regarding the unlawful payment of dividends or unlawful
stock repurchases or redemptions, or (4) for any transaction from which the 
director derived an improper personal benefit.

     As permitted by the Delaware Corporation Law, Article Ninth of the
Company's Restated Certificate of Incorporation (the "Certificate of
Incorporation") (filed as Exhibit 3.1 to the Company's Form 10-Q for the
period ending September 30, 1995 (the "Form 10-Q")) provides that:

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

     2.   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.

     3.   The Company 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 Company, or is or was serving at the request of the Company 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 Company would have the power to
indemnify him against such liability under this Article Ninth.

     4.   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 Company 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 Company 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 Company, only on
such terms and conditions and to the extent determined by the board of
directors in its sole discretion.

     Section 145 of the Delaware Corporation Law provides for indemnification
by the Company of its directors and officers.  In addition, Article Five of the
Company's By-Laws (filed as Exhibit 3.2 to the Form S-3, Registration No. 33-
90430) provides that:

     5.   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 Company or is or was serving at the request of the
Company 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 Company to the fullest extent authorized by
the Delaware 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 Company to provide broader
indemnification rights than such law permitted the Company to provide
prior to such amendment), against all expense, liability and loss (including
attorneys' 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 Section 3 of this Article [(paragraph 7 of this Item 6)]
with respect to proceedings to enforce rights to indemnification, the Company
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 Company.

6.   Right to Advancement of Expenses.  The right to indemnification
conferred in Section 1 of this Article [(paragraph 5 of this Item 6)]
shall include the right to be paid by the Company the expenses (including
attorneys' fees) incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the Delaware
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 Company of an undertaking, by or on behalf of such
Indemnitee, to repay all amounts so advanced if it shall ultimately by
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 2 [(this paragraph 6 of this Item 6)] or
otherwise.  The rights to indemnification and to the advancement of
expenses conferred in Sections 1 and 2 [(paragraphs 5 and 6 of this Item
6)] 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.

     7.   Right of Indemnitees to Bring Suit.  If a claim under Section 1 or
2 of this Article [(paragraph 5 or 6 of this Item 6)] is not paid in full
by the Company within sixty (60) days after a written claim has been
received by the Company, 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 Company
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 Company 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 Company to recover an
advancement of expenses pursuant to the terms of an undertaking, the
Company 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 Corporation Law.  Neither the failure of the 
Company (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 Corporation Law, nor an actual
determination by the Company (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 Company 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 Company.

     8.   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 Company's Certificate of Incorporation as amended from time
to time, these by-laws, any agreement, any vote of stockholders or
disinterested directors or otherwise.

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

     10.  Indemnification of Employees and Agents of the Company.  The
Company 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 Company 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 Company.

     As permitted by the Delaware Corporation Law, the Company's Restated
Certificate of Incorporation and the Company's Restated By-Laws, the
directors and officers of the Company are covered by a policy of liability 
insurance.

Item 7.        Exemption from Registration Claimed

          Not applicable.

Item 8.        Exhibits

       Exhibit No.      Description

            4.1       Restated Certificate of Incorporation
                      of America Online, Inc. (filed as
                      Exhibit 3.1 to the Form 10-Q for the
                      period ending September 30, 1995 and
                      incorporated herein by reference)

            4.2       Restated By-Laws of America Online,
                      Inc. (filed as Exhibit 3.2 to the Form
                      S-3, Registration No. 33-90430 and
                      incorporated herein by reference)

            4.3       2Market, Inc. 1995 Stock Option Plan

            4.4       Form of 2Market, Inc.Immediately
                      Exercisable Incentive Stock Option
                      Agreement under the 2Market, Inc. 1995
                      Stock Option Plan

            5         Opinion of David W. Phillips, Associate
                      General Counsel to the Company
                      (including the consent of such general
                      counsel), regarding the legality of
                      securities being offered

           23.1       Consent of David W. Phillips, Associate
                      General Counsel to the Company
                      (included in his opinion filed as
                      Exhibit 5 hereto)

           23.2       Consent of Ernst & Young LLP,
                      independent auditors

            24        Powers of Attorney

Item 9.        Undertakings

     (a)  The Company hereby undertakes:

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

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

            (ii)    To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement.

            (iii)   To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if this registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained  in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.

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

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

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

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

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vienna, State of Virginia, on this 28th day of
June, 1996.

                                   AMERICA ONLINE, INC.

                                   By:  /s/STEPHEN M. CASE
                                        Stephen M. Case
                                        Chairman, Chief Executive Officer and
                                        Director

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed on the 28th day of June, 1996, by the following
persons in the capacities indicated.

                    Signature             Title

                                         Chairman, Chief Executive
                 /s/ STEPHEN M. CASE     Officer and Director
                                         (Principal Executive
                                         Officer)
                 Stephen M. Case

                        *                 Director
                 James V. Kimsey

                        *                 Director
                Frank J. Caufield

                        *                 Director
             Alexander M. Haig, Jr.

                        *                 Director
                William N. Melton

                        *                 Director
                Thomas Middelhoff

                        *                 Director
                 Scott C. Smith

                        *                 Director
              Robert J. Frankenberg

                        *                 Director
                Robert W. Pittman

                                         Senior Vice President and
                                         Chief Financial Officer,
                                         Treasurer and Chief
                /s/LENNERT J. LEADER     Accounting Officer
                                         (Principal Financial and
                                         Accounting Officer)
                Lennert J. Leader

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