As filed with the Securities and Exchange Commission on February 20, 1998
                                                  Registration No. 333-_________
                                                                                
                                                                                
                       SECURITIES AND EXCHANGE COMMISSION
                                        
                             Washington, D.C. 20549
                                        
                               ___________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ___________________
                                        
                              AMERICA ONLINE, INC.
               (Exact name of registrant as specified in charter)
            Delaware                                   54-1322110
 (State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                  Identification Number)
                              ____________________
                   22000 AOL WAY, DULLES, VIRGINIA 20166-9323
                    (Address of principal executive offices)
                               ___________________
                                        
       PERSONAL LIBRARY SOFTWARE INC. 1988 NONQUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plan)
                                        
                              Sheila A. Clark, Esq.
                             Deputy General Counsel
                             and Assistant Secretary
                              America Online, Inc.
                                  22000 AOL Way
                           Dulles, Virginia 20166-9323
                                 (703) 448-8700
                       (Name, address, including zip code,
        and telephone number, including area code, of agent for service)
                               ___________________
                                        
                         CALCULATION OF REGISTRATION FEE
                                        
<TABLE>
                                    Proposed                            
Title of Securities     Amount       Maximum    Proposed Maximum    Amount of
       to be             to be      Offering       Aggregate      Registration
   Registered(1)      Registered    Price Per    Offering Price        Fee
                                    Share(2)
<S>                     <C>          <C>           <C>               <C>
Common Stock,                                                           
$.01 par value          18,932       $116.15       $2,198,952        $649.00
</TABLE>

(1)  The Registrant adopted a Rights Agreement on April 23, 1993, as amended on
  January 31, 1995.  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 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 18,932 shares of Common Stock
  which may be purchased upon exercise of outstanding options, the fee is based
  on the weighted average price of $116.15 at which options may be exercised.

                                     PART I
                                        
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                        
     The documents(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
<PAGE>
                                        
                                     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, 1997, as filed with the Commission pursuant to the
     Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
     0-19836).
     
          (b)  The Company's Quarterly Reports on Form 10-Q for the quarters
     ended September 30, 1997 and December 31, 1997, as filed with the
     Commission pursuant to the Exchange Act (File No. 0-19836).
     
          (c)  The Company's Current Reports on Forms 8-K for events dated
     September 7, 1997, November 12, 1997, November 17, 1997, January 31, 1998
     and February 13, 1998 filed pursuant to Section 13 or 15(d) of the 1934 Act
     (File No. 0-19836).
     
          (d)  The description of the Common Stock contained in the Company's
     Registration Statement on Form S-3, Registration Number 333-_____, filed on
     February 20, 1998 with the Commission pursuant to the Securities Act of
     1933, as amended.
     
          (e)  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.
<PAGE>

Item 6.        Indemnification of Directors and Officers

     Section 145(a) of the General Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that he is or was
a director or officer of the corporation. Such indemnity may be against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, if the indemnified party acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and if, with respect to any criminal action or proceeding, the
indemnified party did not have reasonable cause to believe his conduct was
unlawful.

     Section 145(b) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director or officer of the
corporation, against any expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation.

     Section 145(g) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director or officer of the corporation against any
liability asserted against him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability under the provisions of the law.

     Pursuant to Section 102(b)(7) of the Delaware Corporation Law, Article
Ninth of the Company's Restated Certificate of Incorporation (the "Certificate
of Incorporation") (incorporated by reference herein) provides that:

          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.

          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 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.

          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.

     In addition, Article Five of the Company's Restated By-Laws (incorporated
by reference herein) provides that:

          Right to Indemnification. Each person who was or is made a party or is
     threatened to be made a party to or is otherwise involved in any action,
     suit or proceeding, whether civil, criminal, administrative or
     investigative, by reason of the fact that he is or was a director or an
     officer of the 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
     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 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.
     
          Right to Advancement of Expenses. The right to indemnification
     conferred in Section 1 of this Article shall include the right to be paid
     by the Company the expenses (including attorney's 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 be determined by final judicial decision
     from which there is no further right to appeal that such Indemnitee is not
     entitled to be indemnified for such expenses under this section or
     otherwise. The rights to indemnification and to the advancement of
     expenses conferred in this section and the section "Right  to
     Indemnification" of this Article shall be contract rights and such rights
     shall continue as to an Indemnitee who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of the
     Indemnitee's  heirs,  executors and administrators.  Any  repeal  or
     modification of any of the provisions of this Article shall not adversely
     affect any right or protection of an Indemnitee existing at the time of
     such repeal or modification.
     
          Right of Indemnitees to Bring Suit. If a claim under the sections
     "Right to Indemnification" and "Right to Advancement of Expenses" of this
     Article is not paid in full by the 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.
     
          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.
     
          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.
     
          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.

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


Item 7.        Exemption from Registration Claimed

          Not applicable.
<PAGE>

Item 8.        Exhibits


 Exhibit No.                           Description
                                            
     4.1      Amendment of Section A of Article 4 of the Restated
              Certificate of Incorporation of America Online, Inc.
             
     4.2      Section B of Article 4, Article 6 and Article 8 of the
              Restated Certificate of Incorporation of America Online,
             Inc. (filed as part of Exhibit 3.1 to the Form 10-K for the
             year ended June 30, 1997 and incorporated herein by
             reference)
             
     4.3      Rights Agreement dated as of April 23, 1993, including
              Exhibit  A (Certificate of Designation setting forth the
             terms of Series A Junior Participating  Preferred Stock,
             $.01 par value), Exhibit B  (Form  of Rights  Certificate)
             and Exhibit C (Summary  of  Rights  to  Purchase Series A
             Junior Participating Preferred Shares) (Filed as Exhibit 1
             to the  Registrant's Registration  Statement on Form 8-A,
             filed on September 9, 1996, and incorporated herein by
             reference.)
             
     4.4      First Amendment to the Rights Agreement dated as of January
              31, 1995 (Filed as Exhibit 2 to the Registrant's
             Registration Statement on Form  8-A,  filed  on  September
             9, 1996, and incorporated  herein  by reference.)
             
     4.5      Personal Library Software Inc. 1988 Nonqualified Stock
              Option Plan and Sample Stock Option Letter
             
      5       Opinion of Sheila A. Clark, Deputy General Counsel to the
              Company (including the consent of such deputy general
             counsel), regarding the legality of securities being offered
             
    23.1      Consent of Sheila A. Clark, Deputy General Counsel to the
              Company (included in her opinion filed as Exhibit 5 hereto)
             
    23.2      Consent of Ernst & Young LLP, independent auditors
              
     24       Powers of Attorney
              
<PAGE>
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 County of Loudoun, State of Virginia, on
  this 20th day of February, 1998.
  
                                     AMERICA ONLINE, INC.
  
                                     
                                     By:            *
                                       Stephen M. Case
                                       Chairman and Chief Executive
                                       Officer
                                     
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed on the 20th day of February, 1998,
  by the following persons in the capacities indicated.
  
            Signature                                  Title
                                                          
                                 Chairman and Chief Executive Officer
                *                (Principal Executive Officer)
         Stephen M. Case          
                 
                                 President, Chief Operating Officer and Director
                *
        Robert W. Pittman         
                 
                                 Senior Vice President, Chief Financial
                                 Officer, Treasurer, Chief Accounting Officer
                                 and Assistant Secretary
                                 (Principal Financial and Accounting Officer)
       /S/LENNERT J. LEADER       
        Lennert J. Leader
                 
                *                Director
        Daniel F. Akerson         
                 
                                 Director
        Frank J. Caufield         
                 
                *                Director
      Robert J. Frankenberg       
                 
                *                Director
      Alexander M. Haig, Jr.      
                 
                *                Director
        William N. Melton         
                 
                *                Director
        Thomas Middelhoff         
                 
                                        
                                        
         *By:  /S/LENNERT J. LEADER
            Lennert J. Leader
            Attorney -In-Fact
  
  
                                  Exhibit Index
                                        
                                        
Exhibit No.                            Description
                                             
    4.1      Amendment to Section A of Article 4 of the Restated Certificate
             of Incorporation of America Online, Inc.
             
    4.2      Section B of Article 4, Article 6 and Article 8 of the Restated
             Certificate of Incorporation of America Online, Inc. (filed as
             part of Exhibit 3.1 to the Form 10-K for the year ended June 30,
             1997 and incorporated herein by reference)
             
    4.3      Rights Agreement dated as of April 23, 1993, including Exhibit
             A (Certificate of Designation setting forth the terms of Series
             A Junior Participating  Preferred Stock, $.01 par value),
             Exhibit B  (Form  of Rights  Certificate)  and Exhibit C
             (Summary  of  Rights  to  Purchase Series A Junior Participating
             Preferred Shares) (Filed as Exhibit 1 to the  Registrant's
             Registration  Statement on Form 8-A, filed on September 9, 1996,
             and incorporated herein by reference.)
             
    4.4      First Amendment to the Rights Agreement dated as of January  31,
             1995 (Filed as Exhibit 2 to the Registrant's Registration
             Statement on Form  8-A,  filed  on  September 9, 1996, and
             incorporated  herein  by reference.)
             
    4.5      Personal Library Software Inc. 1988 Nonqualified Stock Option
             Plan and Sample Stock Option Letter
             
     5       Opinion of Sheila A. Clark, Deputy General Counsel to the
             Company (including the consent of such deputy general counsel),
             regarding the legality of securities being offered
             
    23.1     Consent of Sheila A. Clark, Deputy General Counsel to the
             Company (included in her opinion filed as Exhibit 5 hereto)
             
    23.2     Consent of Ernst & Young LLP, independent auditors
             
     24      Powers of Attorney
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As filed with the Securities and Exchange Commission on February 20, 1998
                                                  Registration No. 333-_________
                                                                                
                                                                                
                       SECURITIES AND EXCHANGE COMMISSION
                                        
                             Washington, D.C. 20549
                                        
                               ___________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ___________________
                                        
                              AMERICA ONLINE, INC.
               (Exact name of registrant as specified in charter)
            Delaware                                   54-1322110
 (State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                  Identification Number)
                              ____________________
                   22000 AOL WAY, DULLES, VIRGINIA 20166-9323
                    (Address of principal executive offices)
                               ___________________
                                        
       PERSONAL LIBRARY SOFTWARE INC. 1988 NONQUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plan)
                                        
                              Sheila A. Clark, Esq.
                             Deputy General Counsel
                             and Assistant Secretary
                              America Online, Inc.
                                  22000 AOL Way
                           Dulles, Virginia 20166-9323
                                 (703) 448-8700
                       (Name, address, including zip code,
        and telephone number, including area code, of agent for service)
                               ___________________
                                        
                         CALCULATION OF REGISTRATION FEE
                                        

                                    Proposed                            
Title of Securities     Amount       Maximum    Proposed Maximum    Amount of
       to be             to be      Offering       Aggregate      Registration
   Registered(1)      Registered    Price Per    Offering Price        Fee
                                    Share(2)
Common Stock,                                                           
$.01 par value          18,932       $116.15       $2,198,952        $649.00
(1)  The Registrant adopted a Rights Agreement on April 23, 1993, as amended on
  January 31, 1995.  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 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 18,932 shares of Common Stock
  which may be purchased upon exercise of outstanding options, the fee is based
  on the weighted average price of $116.15 at which options may be exercised.

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

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

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
     ended June 30, 1997, as filed with the Commission pursuant to the
     Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
     0-19836).
     
          (b)  The Company's Quarterly Reports on Form 10-Q for the quarters
     ended September 30, 1997 and December 31, 1997, as filed with the
     Commission pursuant to the Exchange Act (File No. 0-19836).
     
          (c)  The Company's Current Reports on Forms 8-K for events dated
     September 7, 1997, November 12, 1997, November 17, 1997, January 31, 1998
     and February 13, 1998 filed pursuant to Section 13 or 15(d) of the 1934 Act
     (File No. 0-19836).
     
          (d)  The description of the Common Stock contained in the Company's
     Registration Statement on Form S-3, Registration Number 333-_____, filed on
     February 20, 1998 with the Commission pursuant to the Securities Act of
     1933, as amended.
     
          (e)  In addition, all documents filed by the Company with the
     Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
     Act, prior to the filing of a post-effective amendment which indicates that
     all securities offered hereby have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be incorporated by
     reference herein and to be part hereof from the date of the filing of such
     documents.
     
Item 4.        Description of Securities.

          Not applicable.

Item 5.        Interests of Named Experts and Counsel

          Not applicable.
Item 6.        Indemnification of Directors and Officers

     Section 145(a) of the General Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that he is or was
a director or officer of the corporation. Such indemnity may be against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, if the indemnified party acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and if, with respect to any criminal action or proceeding, the
indemnified party did not have reasonable cause to believe his conduct was
unlawful.

     Section 145(b) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director or officer of the
corporation, against any expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation.

     Section 145(g) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director or officer of the corporation against any
liability asserted against him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability under the provisions of the law.

     Pursuant to Section 102(b)(7) of the Delaware Corporation Law, Article
Ninth of the Company's Restated Certificate of Incorporation (the "Certificate
of Incorporation") (incorporated by reference herein) provides that:

          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.

          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 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.

          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.

     In addition, Article Five of the Company's Restated By-Laws (incorporated
by reference herein) provides that:

          Right to Indemnification. Each person who was or is made a party or is
     threatened to be made a party to or is otherwise involved in any action,
     suit or proceeding, whether civil, criminal, administrative or
     investigative, by reason of the fact that he is or was a director or an
     officer of the 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
     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 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.
     
          Right to Advancement of Expenses. The right to indemnification
     conferred in Section 1 of this Article shall include the right to be paid
     by the Company the expenses (including attorney's 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 be determined by final judicial decision
     from which there is no further right to appeal that such Indemnitee is not
     entitled to be indemnified for such expenses under this section or
     otherwise. The rights to indemnification and to the advancement of
     expenses conferred in this section and the section "Right  to
     Indemnification" of this Article shall be contract rights and such rights
     shall continue as to an Indemnitee who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of the
     Indemnitee's  heirs,  executors and administrators.  Any  repeal  or
     modification of any of the provisions of this Article shall not adversely
     affect any right or protection of an Indemnitee existing at the time of
     such repeal or modification.
     
          Right of Indemnitees to Bring Suit. If a claim under the sections
     "Right to Indemnification" and "Right to Advancement of Expenses" of this
     Article is not paid in full by the 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.
     
          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.
     
          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.
     
          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.

     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      Amendment of Section A of Article 4 of the Restated
              Certificate of Incorporation of America Online, Inc.
             
     4.2      Section B of Article 4, Article 6 and Article 8 of the
              Restated Certificate of Incorporation of America Online,
             Inc. (filed as part of Exhibit 3.1 to the Form 10-K for the
             year ended June 30, 1997 and incorporated herein by
             reference)
             
     4.3      Rights Agreement dated as of April 23, 1993, including
              Exhibit  A (Certificate of Designation setting forth the
             terms of Series A Junior Participating  Preferred Stock,
             $.01 par value), Exhibit B  (Form  of Rights  Certificate)
             and Exhibit C (Summary  of  Rights  to  Purchase Series A
             Junior Participating Preferred Shares) (Filed as Exhibit 1
             to the  Registrant's Registration  Statement on Form 8-A,
             filed on September 9, 1996, and incorporated herein by
             reference.)
             
     4.4      First Amendment to the Rights Agreement dated as of January
              31, 1995 (Filed as Exhibit 2 to the Registrant's
             Registration Statement on Form  8-A,  filed  on  September
             9, 1996, and incorporated  herein  by reference.)
             
     4.5      Personal Library Software Inc. 1988 Nonqualified Stock
              Option Plan and Sample Stock Option Letter
             
      5       Opinion of Sheila A. Clark, Deputy General Counsel to the
              Company (including the consent of such deputy general
             counsel), regarding the legality of securities being offered
             
    23.1      Consent of Sheila A. Clark, Deputy General Counsel to the
              Company (included in her 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 County of Loudoun, State of Virginia, on
  this 20th day of February, 1998.
  
                                     AMERICA ONLINE, INC.
  
                                     
                                     By:            *
                                       Stephen M. Case
                                       Chairman and Chief Executive
                                       Officer
                                     
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed on the 20th day of February, 1998,
  by the following persons in the capacities indicated.
  
            Signature                                  Title
                                                          
                                 Chairman and Chief Executive Officer
                *                (Principal Executive Officer)
         Stephen M. Case          
                 
                                 President, Chief Operating Officer and Director
                *
        Robert W. Pittman         
                 
                                 Senior Vice President, Chief Financial
                                 Officer, Treasurer, Chief Accounting Officer
                                 and Assistant Secretary
                                 (Principal Financial and Accounting Officer)
       /S/LENNERT J. LEADER       
        Lennert J. Leader
                 
                *                Director
        Daniel F. Akerson         
                 
                                 Director
        Frank J. Caufield         
                 
                *                Director
      Robert J. Frankenberg       
                 
                *                Director
      Alexander M. Haig, Jr.      
                 
                *                Director
        William N. Melton         
                 
                *                Director
        Thomas Middelhoff         
                 
                                        
                                        
         *By:  /S/LENNERT J. LEADER
            Lennert J. Leader
            Attorney -In-Fact
  
  
                                  Exhibit Index
                                        
                                        
Exhibit No.                            Description
                                             
    4.1      Amendment to Section A of Article 4 of the Restated Certificate
             of Incorporation of America Online, Inc.
             
    4.2      Section B of Article 4, Article 6 and Article 8 of the Restated
             Certificate of Incorporation of America Online, Inc. (filed as
             part of Exhibit 3.1 to the Form 10-K for the year ended June 30,
             1997 and incorporated herein by reference)
             
    4.3      Rights Agreement dated as of April 23, 1993, including Exhibit
             A (Certificate of Designation setting forth the terms of Series
             A Junior Participating  Preferred Stock, $.01 par value),
             Exhibit B  (Form  of Rights  Certificate)  and Exhibit C
             (Summary  of  Rights  to  Purchase Series A Junior Participating
             Preferred Shares) (Filed as Exhibit 1 to the  Registrant's
             Registration  Statement on Form 8-A, filed on September 9, 1996,
             and incorporated herein by reference.)
             
    4.4      First Amendment to the Rights Agreement dated as of January  31,
             1995 (Filed as Exhibit 2 to the Registrant's Registration
             Statement on Form  8-A,  filed  on  September 9, 1996, and
             incorporated  herein  by reference.)
             
    4.5      Personal Library Software Inc. 1988 Nonqualified Stock Option
             Plan and Sample Stock Option Letter
             
     5       Opinion of Sheila A. Clark, Deputy General Counsel to the
             Company (including the consent of such deputy general counsel),
             regarding the legality of securities being offered
             
    23.1     Consent of Sheila A. Clark, Deputy General Counsel to the
             Company (included in her opinion filed as Exhibit 5 hereto)
             
    23.2     Consent of Ernst & Young LLP, independent auditors
             
     24      Powers of Attorney