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 charter)

                 Delaware                               54-1322110
      (State or other jurisdiction of    (I.R.S. Employer Identification Number)
      incorporation or organization) 
                                             
                   22000 AOL WAY, DULLES, VIRGINIA 20166-9323
                    (Address of principal executive offices)
                               
  AMERICA ONLINE, INC. 1992 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN
                            (Full Title of the Plan)

                              Sheila A. Clark, Esq.
                             Senior Vice President,
                             Acting General Counsel
                                  and Secretary
                              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>

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

     Common Stock,
<S>  <C>                       <C>                 <C>                         <C>                          <C>        
     $.01 par value            8,000,000           $96.00(3)                   $768,000,000                 $213,504.00

</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 have  previously  been granted  and/or may hereafter be granted under
     the America  Online,  Inc. 1992  Employee,  Director and  Consultant  Stock
     Option Plan (the  "Plan").  The maximum  number of shares which may be sold
     upon the  exercise  of such  options  granted  under the Plan is subject to
     adjustment in accordance with certain anti-dilution and other provisions of
     the Plan.

(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 all of the 8,000,000  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

         Pursuant  to  General   Instruction   E  on  Form  S-8   regarding  the
registration  of additional  securities,  America  Online,  Inc. (the "Company")
hereby is  registering  additional  shares of common  stock,  par value $.01 per
share (the  "Common  Stock"),  in the number set forth on the cover page of this
Registration Statement. Such shares are of the same class as other securities of
the Company for which previous registration  statements have been filed with the
Securities and Exchange Commission (the "Commission")  relating to the Company's
1992 Employee,  Director and Consultant Stock Option Plan (the "Plan"), and such
registration statements, as listed below, are incorporated by reference herein:

         Registration  Statement  on Form  S-8,  registering  shares  issued  in
         connection  with the Plan,  File No.  33-68605  (filed on  December  9,
         1998).

         Registration  Statement  on Form  S-8,  registering  shares  issued  in
         connection with the Plan, File No. 333-57142 (filed on June 18, 1998);

         Registration  Statement  on Form  S-8,  registering  shares  issued  in
         connection  with the Plan,  File No.  333-46635  (filed on February 20,
         1998);

         Registration  Statement  on Form  S-8,  registering  shares  issued  in
         connection  with the Plan,  File No.  333-22027  (filed on February 19,
         1997);

         Registration  Statement  on Form  S-8,  registering  shares  issued  in
         connection with the Plan, File No. 333-07603 (filed on July 3, 1996);

         Registration  Statement  on Form  S-8,  registering  shares  issued  in
         connection with the Plan, File No. 33-78066 (filed on April 22, 1994);

         Registration  Statement  on Form  S-8,  registering  shares  issued  in
         connection with the Plan, File No. 33-46607 (filed on March 24, 1992).

         Pursuant  to  Rule  E,  this  Registration   Statement   contains  such
information  required  by  Form  S-8  that  is  not  otherwise  included  in the
above-listed registration statements.

                                     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, 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 No.       Description

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

4.2            Amendment of Section A of Article 4 of the  Restated  Certificate
               of Incorporation of America Online, Inc. (filed as Exhibit 3.1 to
               the  Registrant'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 the Registrant's Quarterly Report on Form 10-Q for
               the  quarter  ended  March 31,  1998 and  incorporated  herein by
               reference.)

4.4            Restated By-Laws of 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            America Online, Inc. 1992 Employee, Director and Consultant Stock
               Option   Plan   (filed  as  Exhibit   4.4  to  the   Registrant's
               Registration  Statement on Form S-8,  Registration  No. 333-68605
               and incorporated herein by reference.)

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

23.1           Consent of Sheila A. Clark, Acting General Counsel to the Company
               (included  in her  opinion  filed as  Exhibit 5 and  incorporated
               herein by reference)

23.2           Consent of Ernst & Young LLP

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 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  Description
No.

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

23.1     Consent of Sheila A.  Clark,  Acting  General  Counsel  to the  Company
         (included in her opinion filed as Exhibit 5 hereto)

23.2     Consent of Ernst & Young LLP

24       Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "INITIAL STATEMENT", "secsgml_size_bytes": 34759}]
{"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": "333-74531", "film-number": "99566583"}, "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 charter)

                 Delaware                               54-1322110
      (State or other jurisdiction of    (I.R.S. Employer Identification Number)
      incorporation or organization) 
                                             
                   22000 AOL WAY, DULLES, VIRGINIA 20166-9323
                    (Address of principal executive offices)
                               
  AMERICA ONLINE, INC. 1992 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN
                            (Full Title of the Plan)

                              Sheila A. Clark, Esq.
                             Senior Vice President,
                             Acting General Counsel
                                  and Secretary
                              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

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

     Common Stock,
$.01 par value            8,000,000           $96.00(3)                   $768,000,000                 $213,504.00
(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 have  previously  been granted  and/or may hereafter be granted under
     the America  Online,  Inc. 1992  Employee,  Director and  Consultant  Stock
     Option Plan (the  "Plan").  The maximum  number of shares which may be sold
     upon the  exercise  of such  options  granted  under the Plan is subject to
     adjustment in accordance with certain anti-dilution and other provisions of
     the Plan.

(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 all of the 8,000,000  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

         Pursuant  to  General   Instruction   E  on  Form  S-8   regarding  the
registration  of additional  securities,  America  Online,  Inc. (the "Company")
hereby is  registering  additional  shares of common  stock,  par value $.01 per
share (the  "Common  Stock"),  in the number set forth on the cover page of this
Registration Statement. Such shares are of the same class as other securities of
the Company for which previous registration  statements have been filed with the
Securities and Exchange Commission (the "Commission")  relating to the Company's
1992 Employee,  Director and Consultant Stock Option Plan (the "Plan"), and such
registration statements, as listed below, are incorporated by reference herein:

         Registration  Statement  on Form  S-8,  registering  shares  issued  in
         connection  with the Plan,  File No.  33-68605  (filed on  December  9,
         1998).

         Registration  Statement  on Form  S-8,  registering  shares  issued  in
         connection with the Plan, File No. 333-57142 (filed on June 18, 1998);

         Registration  Statement  on Form  S-8,  registering  shares  issued  in
         connection  with the Plan,  File No.  333-46635  (filed on February 20,
         1998);

         Registration  Statement  on Form  S-8,  registering  shares  issued  in
         connection  with the Plan,  File No.  333-22027  (filed on February 19,
         1997);

         Registration  Statement  on Form  S-8,  registering  shares  issued  in
         connection with the Plan, File No. 333-07603 (filed on July 3, 1996);

         Registration  Statement  on Form  S-8,  registering  shares  issued  in
         connection with the Plan, File No. 33-78066 (filed on April 22, 1994);

         Registration  Statement  on Form  S-8,  registering  shares  issued  in
         connection with the Plan, File No. 33-46607 (filed on March 24, 1992).

         Pursuant  to  Rule  E,  this  Registration   Statement   contains  such
information  required  by  Form  S-8  that  is  not  otherwise  included  in the
above-listed registration statements.

                                     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, 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 No.       Description

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

4.2            Amendment of Section A of Article 4 of the  Restated  Certificate
               of Incorporation of America Online, Inc. (filed as Exhibit 3.1 to
               the  Registrant'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 the Registrant's Quarterly Report on Form 10-Q for
               the  quarter  ended  March 31,  1998 and  incorporated  herein by
               reference.)

4.4            Restated By-Laws of 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            America Online, Inc. 1992 Employee, Director and Consultant Stock
               Option   Plan   (filed  as  Exhibit   4.4  to  the   Registrant's
               Registration  Statement on Form S-8,  Registration  No. 333-68605
               and incorporated herein by reference.)

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

23.1           Consent of Sheila A. Clark, Acting General Counsel to the Company
               (included  in her  opinion  filed as  Exhibit 5 and  incorporated
               herein by reference)

23.2           Consent of Ernst & Young LLP

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 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  Description
No.

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

23.1     Consent of Sheila A.  Clark,  Acting  General  Counsel  to the  Company
         (included in her opinion filed as Exhibit 5 hereto)

23.2     Consent of Ernst & Young LLP

24       Powers of Attorney