As filed with the Securities and Exchange Commission on March 17, 1999
                                               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 of     (I.R.S. Employer Identification No.)
        Incorporation or Organization)

                                  22000 AOL Way
                           Dulles, Virginia 20166-9323
                    (Address of Principal Executive Offices,
                               including Zip Code)

                    Netscape Communications Corporation 1995
                          Employee Stock Purchase Plan

                              Sheila A. Clark, Esq.
                             Acting General Counsel
                              America Online, Inc.
                                  22000 AOL Way
                           Dulles, Virginia 20166-9323
                                 (703) 265-1000

            (Name, Address, including Zip Code, and Telephone Number,
                   including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>

                                                                             Proposed Maximum          Proposed Maximum
  Title of Each Securities        Amount to be       Offering Price Per     Aggregate Offering            Amount of
    to be Registered (1)         Registered (2)          Share (3)                Price                Registration Fee

<S>                             <C>                       <C>                 <C>                         <C>       
  Common Stock, par value       1,100,000 shares          $96.00              $105,600,000                $29,356.80
    $0.01 per share   

</TABLE>

     (1) Common Stock being  registered  hereby  includes  associated  Preferred
         Share Purchase Rights,  which initially are attached to and traded with
         the shares of the Registrant's Common Stock. Value attributable to such
         rights, if any, is reflected in the market price of the Common Stock.

     (2) The number of shares of Common Stock to be  registered  consists of the
         aggregate  number of shares  which  may be sold  upon the  exercise  of
         options   which  may   hereafter   be   granted   under  the   Netscape
         Communications  Corporation  1995  Employee  Stock  Purchase  Plan (the
         "ESPP").  The  maximum  number  of  shares  which  may be sold upon the
         exercise  of  such  options  granted  under  the  ESPP  is  subject  to
         adjustment  in  accordance   with  certain   anti-dilution   and  other
         provisions of the ESPP.

     (3) The maximum offering price per share has been determined solely for the
         purpose of calculating  the  registration  fee pursuant to Rules 457(c)
         and (h) under the Securities Act as follows:  for the 1,100,000 options
         that have not yet been granted,  the fee is based on the average of the
         high and low prices of $96.00 for the Common Stock as quoted on the New
         York Stock  Exchange  within five (5) business  days prior to the above
         date of filing.

                                   PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended June
         30, 1998 (SEC file number  001-12143  and filing date of September  28,
         1998)

     (b) The Company's  Quarterly  Report on Form 10-Q, for the quarterly period
         ended September 30, 1998 (SEC file number  001-12143 and filing date of
         November 6, 1998)

     (c) The Company's  Quarterly  Report on Form 10-Q, for the quarterly period
         ended  December 31, 1998 (SEC file number  001-12143 and filing date of
         February 10, 1999)

     (d) The Company's  Proxy  Statement on Schedule 14A for the Company's  1998
         Annual Meeting (SEC file number  001-12143 and filing date of September
         28, 1998)

     (e) The Company's Current Report on Form 8-K dated August 4, 1998 (SEC file
         number 001-12143 and filing date of August 5, 1998)

     (f) The Company's  Current Report on Form 8-K dated September 28, 1998 (SEC
         file number 001-12143 and filing date of September 29, 1998)

     (g) The Company's  Current  Report on Form 8-K dated November 23, 1998 (SEC
         file number 001-12143 and filing date of November 24, 1998)

     (h) The Company's  Current  Report on Form 8-K dated  February 1, 1999 (SEC
         file number 001-12143 and filing date of February 11, 1999)

     (i) The Company's  Current  Report on Form 8-K dated  November 9, 1998 (SEC
         file number 001-12143 and filing date of February 17, 1999)

     (j) The  description  of the  common  stock  set  forth  in  the  Company's
         Registration Statement on Form S-3 dated June 24, 1998 (SEC file number
         333-57153  and filing date of June 24, 1998) filed  pursuant to Section
         12 of the Securities Exchange Act

     (k) The description of the preferred share purchase rights contained in the
         Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
         1998 (SEC file number 001-12143 and filing date of May 15, 1998)

     (l) In addition,  all  documents  filed by the Company with the  Commission
         pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act,
         prior to the filing of a post-effective  amendment which indicates that
         all securities  offered hereby have been sold or which  deregisters all
         securities then remaining unsold, shall be deemed to be incorporated by
         reference  herein and to be part  hereof from the date of the filing of
         such documents

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145(a) of the General  Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall have
the power to indemnify  any person who was or is a party or is  threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the corporation),  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.

         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.

         Article Ninth of the Registrant's Restated Certificate of Incorporation
(incorporated by reference  herein) provides for  indemnification  of directors,
officers and other persons as follows:

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

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

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

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

         Article Five of the  Registrant's  Restated  By-Laws  (incorporated  by
reference herein) provides that:

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

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

         Right of Indemnitees to Bring Suit. If a claim under the section "Right
         to  Indemnification"  or "Right to  Advancement  of  Expenses"  of this
         Article is not paid in full by the  Corporation  within sixty (60) days
         after a written claim has been received by the  Corporation,  except in
         the case of a claim for an advancement  of expenses,  in which case the
         applicable  period shall be twenty (20) days, the Indemnitee may at any
         time  thereafter  bring suit  against  the  Corporation  to recover the
         unpaid  amount of the claim.  If  successful in whole or in part in any
         such  suit,  or in a suit  brought  by the  Corporation  to  recover an
         advancement of expenses  pursuant to the terms of an  undertaking,  the
         Indemnitee   shall  also  be  entitled  to  be  paid  the  expenses  of
         prosecuting  or  defending  such suit.  In (1) 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 (2) in any suit brought by
         the  Corporation to recover an advancement of expenses  pursuant to the
         terms of an undertaking,  the Corporation  shall be entitled to recover
         such expenses upon a final  adjudication  that,  the Indemnitee has not
         met any  applicable  standard  for  indemnification  set  forth  in the
         Delaware   General   Corporation   Law.  Neither  the  failure  of  the
         Corporation  (including  its  board  of  directors,  independent  legal
         counsel, or its stockholders) to have made a determination prior to the
         commencement  of such suit that  indemnification  of the  Indemnitee is
         proper  in  the  circumstances  because  the  Indemnitee  has  met  the
         applicable  standard  of  conduct  set  forth in the  Delaware  General
         Corporation  Law,  nor  an  actual  determination  by  the  Corporation
         (including its board of directors,  independent  legal counsel,  or its
         stockholders) that the Indemnitee has not met such applicable  standard
         of conduct,  shall create a presumption that the Indemnitee has not met
         the  applicable  standard  of  conduct  or,  in the case of such a suit
         brought  by the  Indemnitee,  be a defense  to such  suit.  In any suit
         brought by the Indemnitee to enforce a right to  indemnification  or to
         an advancement of expenses hereunder,  or brought by the Corporation to
         recover  an  advancement  of  expenses  pursuant  to  the  terms  of an
         undertaking,  the burden of proving that the Indemnitee is not entitled
         to be  indemnified,  or to such  advancement  of  expenses,  under this
         Article or otherwise shall be on the Corporation.

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

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

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

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

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
Number   Description

4.1       Article  4,  Article  6,  Article  8 and  Article  11 of the  Restated
          Certificate of Incorporation of America Online, Inc. (filed as part of
          Exhibit  3.1 to America  Online,  Inc.'s  Form 10-K for the year ended
          June 30, 1997 and incorporated herein by reference)

4.2       Amendment  of Section A of Article 4 of the  Restated  Certificate  of
          Incorporation of America Online, Inc. (filed as Exhibit 3.1 to America
          Online,  Inc.'s  Quarterly  Report on Form 10-Q for the quarter  ended
          September 30, 1998 and incorporated herein by reference)

4.3       Rights  Agreement  dated as of May 12, 1998,  between  America Online,
          Inc. and  BankBoston,  N.A.,  as Rights Agent (filed as Exhibit 4.1 to
          America Online,  Inc.'s  Quarterly Report on Form 10-Q for the quarter
          ended March 31, 1998 and incorporated herein by reference)

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

4.5       Netscape Communications Corporation 1995 Employee Stock Purchase Plan,
          as amended and restated

5.1       Opinion of Sheila A.  Clark,  Acting  General  Counsel to the  Company
          (including the consent of such acting general  counsel)  regarding the
          legality of the securities being offered

23.1      Consent of Ernst & Young LLP

23.2      Consent of Sheila A. Clark  (included in her opinion  filed as Exhibit
          5.1 and incorporated herein by reference)

24.1     Powers of Attorney  (filed as Exhibit  24.1 to America  Online,  Inc.'s
         Registration  Statement on Form S-8 for the AtWeb, Inc. 1997 Stock Plan
         filed on March 17, 1999 and incorporated herein by reference)

Item 9.  Undertakings.

         (a)      The Registrant hereby undertakes:

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

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

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

                           (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,  hereunto  duly
authorized,  in the County of Loudoun,  State of  Virginia,  on this 17th day of
March, 1999.

                              AMERICA ONLINE, INC.


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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed on the 17th day of March,  1999, by the
following persons in the capacities indicated.


Signature                                   Title


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


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


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


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


                            
       *                   Director
Daniel F. Akerson


       *                   Director
Frank J. Caufield


       *                   Director
Alexander M. Haig, Jr.


       *                   Director
William N. Melton


       *                   Director
Thomas Middelhoff


       *                   Director
Colin L. Powell


       *                   Director
Franklin D. Raines

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

                                  Exhibit Index

Exhibit
Number   Description 

4.5       Netscape Communications Corporation 1995 Employee Stock Purchase Plan,
          as amended and restated 

5.1       Opinion of Sheila A.  Clark,  Acting  General  Counsel to the  Company
          (including the consent of such acting general  counsel)  regarding the
          legality of the securities being offered

23.1      Consent of Ernst & Young LLP

23.2      Consent of Sheila A. Clark  (included in her opinion  filed as Exhibit
          5.1 and incorporated herein by reference)
[{"type": "S-8", "sequence": "1", "description": "INITIAL STATEMENT", "secsgml_size_bytes": 33203}]
{"company-data": {"conformed-name": "AMERICA ONLINE INC", "cik": "0000883780", "assigned-sic": "7370", "irs-number": "541322110", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74537", "film-number": "99566588"}, "business-address": {"street1": "22000 AOL WAY", "street2": "C/O LENNERT J LEADER CFO", "city": "DULLES", "state": "VA", "zip": "20166", "phone": "7032651000"}, "mail-address": {"street1": "22000 AOL WAY", "city": "DULLES", "state": "VA", "zip": "20166"}}
As filed with the Securities and Exchange Commission on March 17, 1999
                                               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 of     (I.R.S. Employer Identification No.)
        Incorporation or Organization)

                                  22000 AOL Way
                           Dulles, Virginia 20166-9323
                    (Address of Principal Executive Offices,
                               including Zip Code)

                    Netscape Communications Corporation 1995
                          Employee Stock Purchase Plan

                              Sheila A. Clark, Esq.
                             Acting General Counsel
                              America Online, Inc.
                                  22000 AOL Way
                           Dulles, Virginia 20166-9323
                                 (703) 265-1000

            (Name, Address, including Zip Code, and Telephone Number,
                   including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

                                                                             Proposed Maximum          Proposed Maximum
  Title of Each Securities        Amount to be       Offering Price Per     Aggregate Offering            Amount of
    to be Registered (1)         Registered (2)          Share (3)                Price                Registration Fee
Common Stock, par value       1,100,000 shares          $96.00              $105,600,000                $29,356.80
    $0.01 per share
(1) Common Stock being  registered  hereby  includes  associated  Preferred
         Share Purchase Rights,  which initially are attached to and traded with
         the shares of the Registrant's Common Stock. Value attributable to such
         rights, if any, is reflected in the market price of the Common Stock.

     (2) The number of shares of Common Stock to be  registered  consists of the
         aggregate  number of shares  which  may be sold  upon the  exercise  of
         options   which  may   hereafter   be   granted   under  the   Netscape
         Communications  Corporation  1995  Employee  Stock  Purchase  Plan (the
         "ESPP").  The  maximum  number  of  shares  which  may be sold upon the
         exercise  of  such  options  granted  under  the  ESPP  is  subject  to
         adjustment  in  accordance   with  certain   anti-dilution   and  other
         provisions of the ESPP.

     (3) The maximum offering price per share has been determined solely for the
         purpose of calculating  the  registration  fee pursuant to Rules 457(c)
         and (h) under the Securities Act as follows:  for the 1,100,000 options
         that have not yet been granted,  the fee is based on the average of the
         high and low prices of $96.00 for the Common Stock as quoted on the New
         York Stock  Exchange  within five (5) business  days prior to the above
         date of filing.

                                   PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended June
         30, 1998 (SEC file number  001-12143  and filing date of September  28,
         1998)

     (b) The Company's  Quarterly  Report on Form 10-Q, for the quarterly period
         ended September 30, 1998 (SEC file number  001-12143 and filing date of
         November 6, 1998)

     (c) The Company's  Quarterly  Report on Form 10-Q, for the quarterly period
         ended  December 31, 1998 (SEC file number  001-12143 and filing date of
         February 10, 1999)

     (d) The Company's  Proxy  Statement on Schedule 14A for the Company's  1998
         Annual Meeting (SEC file number  001-12143 and filing date of September
         28, 1998)

     (e) The Company's Current Report on Form 8-K dated August 4, 1998 (SEC file
         number 001-12143 and filing date of August 5, 1998)

     (f) The Company's  Current Report on Form 8-K dated September 28, 1998 (SEC
         file number 001-12143 and filing date of September 29, 1998)

     (g) The Company's  Current  Report on Form 8-K dated November 23, 1998 (SEC
         file number 001-12143 and filing date of November 24, 1998)

     (h) The Company's  Current  Report on Form 8-K dated  February 1, 1999 (SEC
         file number 001-12143 and filing date of February 11, 1999)

     (i) The Company's  Current  Report on Form 8-K dated  November 9, 1998 (SEC
         file number 001-12143 and filing date of February 17, 1999)

     (j) The  description  of the  common  stock  set  forth  in  the  Company's
         Registration Statement on Form S-3 dated June 24, 1998 (SEC file number
         333-57153  and filing date of June 24, 1998) filed  pursuant to Section
         12 of the Securities Exchange Act

     (k) The description of the preferred share purchase rights contained in the
         Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
         1998 (SEC file number 001-12143 and filing date of May 15, 1998)

     (l) In addition,  all  documents  filed by the Company with the  Commission
         pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act,
         prior to the filing of a post-effective  amendment which indicates that
         all securities  offered hereby have been sold or which  deregisters all
         securities then remaining unsold, shall be deemed to be incorporated by
         reference  herein and to be part  hereof from the date of the filing of
         such documents

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145(a) of the General  Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall have
the power to indemnify  any person who was or is a party or is  threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the corporation),  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.

         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.

         Article Ninth of the Registrant's Restated Certificate of Incorporation
(incorporated by reference  herein) provides for  indemnification  of directors,
officers and other persons as follows:

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

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

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

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

         Article Five of the  Registrant's  Restated  By-Laws  (incorporated  by
reference herein) provides that:

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

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

         Right of Indemnitees to Bring Suit. If a claim under the section "Right
         to  Indemnification"  or "Right to  Advancement  of  Expenses"  of this
         Article is not paid in full by the  Corporation  within sixty (60) days
         after a written claim has been received by the  Corporation,  except in
         the case of a claim for an advancement  of expenses,  in which case the
         applicable  period shall be twenty (20) days, the Indemnitee may at any
         time  thereafter  bring suit  against  the  Corporation  to recover the
         unpaid  amount of the claim.  If  successful in whole or in part in any
         such  suit,  or in a suit  brought  by the  Corporation  to  recover an
         advancement of expenses  pursuant to the terms of an  undertaking,  the
         Indemnitee   shall  also  be  entitled  to  be  paid  the  expenses  of
         prosecuting  or  defending  such suit.  In (1) 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 (2) in any suit brought by
         the  Corporation to recover an advancement of expenses  pursuant to the
         terms of an undertaking,  the Corporation  shall be entitled to recover
         such expenses upon a final  adjudication  that,  the Indemnitee has not
         met any  applicable  standard  for  indemnification  set  forth  in the
         Delaware   General   Corporation   Law.  Neither  the  failure  of  the
         Corporation  (including  its  board  of  directors,  independent  legal
         counsel, or its stockholders) to have made a determination prior to the
         commencement  of such suit that  indemnification  of the  Indemnitee is
         proper  in  the  circumstances  because  the  Indemnitee  has  met  the
         applicable  standard  of  conduct  set  forth in the  Delaware  General
         Corporation  Law,  nor  an  actual  determination  by  the  Corporation
         (including its board of directors,  independent  legal counsel,  or its
         stockholders) that the Indemnitee has not met such applicable  standard
         of conduct,  shall create a presumption that the Indemnitee has not met
         the  applicable  standard  of  conduct  or,  in the case of such a suit
         brought  by the  Indemnitee,  be a defense  to such  suit.  In any suit
         brought by the Indemnitee to enforce a right to  indemnification  or to
         an advancement of expenses hereunder,  or brought by the Corporation to
         recover  an  advancement  of  expenses  pursuant  to  the  terms  of an
         undertaking,  the burden of proving that the Indemnitee is not entitled
         to be  indemnified,  or to such  advancement  of  expenses,  under this
         Article or otherwise shall be on the Corporation.

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

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

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

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

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
Number   Description

4.1       Article  4,  Article  6,  Article  8 and  Article  11 of the  Restated
          Certificate of Incorporation of America Online, Inc. (filed as part of
          Exhibit  3.1 to America  Online,  Inc.'s  Form 10-K for the year ended
          June 30, 1997 and incorporated herein by reference)

4.2       Amendment  of Section A of Article 4 of the  Restated  Certificate  of
          Incorporation of America Online, Inc. (filed as Exhibit 3.1 to America
          Online,  Inc.'s  Quarterly  Report on Form 10-Q for the quarter  ended
          September 30, 1998 and incorporated herein by reference)

4.3       Rights  Agreement  dated as of May 12, 1998,  between  America Online,
          Inc. and  BankBoston,  N.A.,  as Rights Agent (filed as Exhibit 4.1 to
          America Online,  Inc.'s  Quarterly Report on Form 10-Q for the quarter
          ended March 31, 1998 and incorporated herein by reference)

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

4.5       Netscape Communications Corporation 1995 Employee Stock Purchase Plan,
          as amended and restated

5.1       Opinion of Sheila A.  Clark,  Acting  General  Counsel to the  Company
          (including the consent of such acting general  counsel)  regarding the
          legality of the securities being offered

23.1      Consent of Ernst & Young LLP

23.2      Consent of Sheila A. Clark  (included in her opinion  filed as Exhibit
          5.1 and incorporated herein by reference)

24.1     Powers of Attorney  (filed as Exhibit  24.1 to America  Online,  Inc.'s
         Registration  Statement on Form S-8 for the AtWeb, Inc. 1997 Stock Plan
         filed on March 17, 1999 and incorporated herein by reference)

Item 9.  Undertakings.

         (a)      The Registrant hereby undertakes:

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

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

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

                           (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,  hereunto  duly
authorized,  in the County of Loudoun,  State of  Virginia,  on this 17th day of
March, 1999.

                              AMERICA ONLINE, INC.

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed on the 17th day of March,  1999, by the
following persons in the capacities indicated.

Signature                                   Title

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

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

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

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

                            
       *                   Director
Daniel F. Akerson

       *                   Director
Frank J. Caufield

       *                   Director
Alexander M. Haig, Jr.

       *                   Director
William N. Melton

       *                   Director
Thomas Middelhoff

       *                   Director
Colin L. Powell

       *                   Director
Franklin D. Raines

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

                                  Exhibit Index

Exhibit
Number   Description 

4.5       Netscape Communications Corporation 1995 Employee Stock Purchase Plan,
          as amended and restated 

5.1       Opinion of Sheila A.  Clark,  Acting  General  Counsel to the  Company
          (including the consent of such acting general  counsel)  regarding the
          legality of the securities being offered

23.1      Consent of Ernst & Young LLP

23.2      Consent of Sheila A. Clark  (included in her opinion  filed as Exhibit
          5.1 and incorporated herein by reference)