As filed with the Securities and Exchange Commission on September 26, 2000

                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              AMERICA ONLINE, INC.
               (Exact name of registrant as specified in 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)

                      America Online, Inc. 1999 Stock Plan
                            (Full Title of the Plan)

                             PAUL T. CAPPUCCIO, ESQ.
                    Senior Vice President and General Counsel
                              America Online, Inc.
                                  22000 AOL Way
                           Dulles, Virginia 20166-9323
                                 (703) 265-1000

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>

---------------------------- ------------------- ----------------------- ---------------------- ----------------------
<S>                             <C>                <C>                     <C>                    <C>
  Title of securities to        Amount to be        Proposed maximum       Proposed maximum           Amount of
     be registered(1)            registered        offering price per     aggregate offering      registration fee
                                                       share (2)                 price
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
Common Stock,

$.01 par value per share          250,000                 $54.56        $13,640,000                 $3,600.96

---------------------------- ------------------- ----------------------- ---------------------- ----------------------
</TABLE>

(1)  America Online Common Stock being  registered  hereby  includes  associated
     Preferred Stock Purchase Rights.
(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 of 1933,  as  amended,  and is based on (i)
     250,000 shares of Common Stock being registered and (ii) the average of the
     high and low  prices of $54.56  for the  Common  Stock as quoted on the New
     York Stock  Exchange  within five (5) business days prior to the above date
     of filing.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       The documents(s)  containing the information  specified in Part I will be
       sent  or  given  to  employees  as  specified  by Rule  428(b)(1)  of the
       Securities Act of 1933, as amended (the "Securities Act"). Such documents
       are not being filed with the  Securities  and  Exchange  Commission  (the
       "Commission")  either  as  part  of  this  Registration  Statement  or as
       prospectuses  or  prospectus  supplements  pursuant  to  Rule  424 of the
       Securities  Act.  Such  documents  and  the  documents   incorporated  by
       reference in this Registration Statement pursuant to Item 3 of Part II 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  (Commission  file number  001-12143),  which have been
filed by America Online, Inc., a Delaware corporation (the "Company"),  with the
Commission, are incorporated herein by reference:

       (a) The Company's  Annual Report on Form 10-K for the year ended June 30,
           2000 (filing date September 22, 2000).

       (b) The descriptions of the Company's Common Stock,  including  preferred
           stock purchase rights, which are contained in registration statements
           on Form 8-A under the Exchange Act of 1934, as amended (the "Exchange
           Act"),  including any  amendments or reports filed for the purpose of
           updating such description.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange Act after the date of this  Registration  Statement
and  prior to the  filing of a  post-effective  amendment  to this  Registration
Statement  indicating  that  all  securities  offered  have  been  sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference into this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent that a statement  contained herein or in any subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.       Description of Securities.

              Not applicable.

Item 5.       Interests of Named Experts and Counsel

              None.

Item 6.       Indemnification of Directors and Officers

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

         Section 145(b) of the Delaware  Corporation  Law provides,  in general,
that a corporation  shall have the power to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment in its favor  because the person is or was a director or officer of the
corporation,  against any  expenses  (including  attorneys'  fees)  actually and
reasonably  incurred by the person in connection  with the defense or settlement
of such  action or suit if the  person  acted in good  faith and in a manner the
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  except  that no  indemnification  shall be made in  respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
be indemnified for such expenses which the Court of Chancery or such other Court
shall deem proper.

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

Item 7.       Exemption from Registration Claimed

              Not applicable.

Item 8.       Exhibits

         The following exhibits are filed herewith or incorporated by reference:

Exhibit No     Description

4.1            Restated Certificate of Incorporation of the Registrant (filed as
               Exhibit 3.1 to the  Registrant's  Annual  Report on Form 10-K for
               the fiscal  year ended June 30, 1997 and  incorporated  herein by
               reference).

4.2            Amendments of Section A of Article 4 of the Restated  Certificate
               of Incorporation  of the Registrant  (filed as Exhibit 4.1 to the
               Registrant's Registration Statement on Form S-3, Registration No.
               333-46633,  and as  Exhibit  3.1 to  the  Registrant's  Quarterly
               Report on Form 10-Q for the quarter  ended  September  30,  1999,
               both of which are incorporated herein by reference).

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

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

4.5            Amendment  No.  1,  dated as of  January  9,  2000,  between  the
               Registrant  and  BankBoston,  N.A.,  as  Rights  Agent  (filed as
               Exhibit 4.1 to the  Registrant's  Registration  Statement on Form
               8-A/A,  dated as of January 14, 2000 and  incorporated  herein by
               reference).

4.6            America Online, Inc. 1999 Stock Plan and related agreements.

5.1            Opinion  of  Brenda  C.  Karickhoff,  Esq.,  Vice  President  and
               Associate General Counsel of the Company,  regarding the legality
               of securities being offered.

23.1           Consent of Brenda C.  Karickhoff,  Esq.  (included as part of her
               opinion  filed  as  Exhibit  5.1  and   incorporated   herein  by
               reference).

23.2           Consent of Ernst & Young LLP.

24.1           Powers  of  Attorney  (included  in  the  signature  page  to the
               Registration Statement).

Item 9.        Undertakings

     The undersigned registrant hereby undertakes:

          1. To file, during any period in which offers or sales are being made,
          a post-effective amendment to this Registration Statement:

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

                  (ii) to reflect in the  prospectus any facts or events arising
                  after the effective  date of this  Registration  Statement (or
                  the  most  recent  post-effective  amendment  thereof)  which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in this  Registration
                  Statement (except to the extent that the information  required
                  to be included by clauses (i) or (ii) is contained in periodic
                  reports  filed by the Company  pursuant to Section 13 or 15(d)
                  of the Exchange Act that are  incorporated  by reference  into
                  this Registration  Statement);  notwithstanding the foregoing,
                  any increase or decrease in volume of  securities  offered (if
                  the total dollar value of securities  offered would not exceed
                  that which was  registered)  and any deviation from the low or
                  high  and of  the  estimated  maximum  offering  range  may be
                  reflected in the form of prospectus  filed with the Commission
                  pursuant to Rule 424(b) if, in the  aggregate,  the changes in
                  volume and price  represent no more than 20 percent  change in
                  the  maximum  aggregate   offering  price  set  forth  in  the
                  "Calculation  of  Registration  Fee"  table  in the  effective
                  registration statement;

                   (iii) to include any material information with respect to the
                   plan  of  distribution  not  previously   disclosed  in  this
                   Registration   Statement  or  any  material  change  to  such
                   information in this Registration Statement.

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

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

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

          5. The undersigned registrant hereby undertakes to deliver or cause to
          be  delivered  with  the  prospectus,  to  each  person  to  whom  the
          prospectus  is sent or given,  the latest  annual  report to  security
          holders  that is  incorporated  by  reference  in the  prospectus  and
          furnished  pursuant to and meeting the  requirements  of Rule 14a-3 or
          Rule 14c-3  under the  Securities  Exchange  Act of 1934;  and,  where
          interim financial information required to be presented by Article 3 of
          Regulation  S-X is not set forth in the  prospectus,  to  deliver,  or
          cause to be delivered to each person to whom the prospectus is sent or
          given, the latest  quarterly report that is specifically  incorporated
          by reference  in the  prospectus  to provide  such  interim  financial
          information.

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

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the County of Loudoun, Commonwealth of Virginia, on this 26th day
of September, 2000.

                                AMERICA ONLINE, INC.


                                By: /S/J. MICHAEL KELLY
                                    -------------------
                                    J. Michael Kelly, Senior Vice
                                    President, Chief Financial Officer
                                    and Assistant Secretary

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below  constitutes and appoints Stephen M. Case,  Kenneth J. Novack,  J.
Michael Kelly,  Paul T.  Cappuccio,  Sheila A. Clark and James F. MacGuidwin and
each of them, his true and lawful  attorneys-in-fact  and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) or supplements to this  registration  statement and to file the same
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that  said  attorneys-in-fact  and  agents  or any of them,  or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney may be executed in counterparts.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated in one or more counter-parts.

<TABLE>

<S>                            <C>                                          <C>
SIGNATURE                      TITLE                                        DATE
---------                      -----                                        ----

                               Chairman  of  the  Board  and  Chief         September 26, 2000
/s/ Stephen M. Case            Executive Officer (principal executive
Stephen M. Case                officer)


                               President, Chief Operating Officer and       September 26, 2000
/s/ Robert W. Pittman          Director
Robert W. Pittman


                               Senior Vice President, Chief  Financial      September 26, 2000
/s/ J. Michael Kelly           Officer and Assistant Secretary (principal
J. Michael Kelly               financial officer)


                               Senior Vice President, Controller, Chief     September 26, 2000
/s/ James F. MacGuidwin        Accounting & Budget Officer and Corporate
James F. MacGuidwin            Compliance Officer (principal accounting
                               officer)


/s/ Daniel F. Akerson          Director                                     September 26, 2000
Daniel F. Akerson


/s/ James L. Barksdale         Director                                     September 26, 2000
James L. Barksdale


/s/ Frank J. Caufield          Director                                     September 26, 2000
Frank J. Caufield


/s/ Miles R. Gilburne          Director                                     September 26, 2000
Miles R. Gilburne


/s/ Alexander M. Haig, Jr.     Director                                     September 26, 2000
Alexander M. Haig, Jr.


/s/ Kenneth J. Novack          Vice Chairman and Director                   September 26, 2000
Kenneth J. Novack


/s/ Colin L. Powell            Director                                     September 26, 2000
Colin L. Powell


/s/ Franklin D. Raines         Director                                     September 26, 2000
Franklin D. Raines


/s/ Marjorie M. Scardino       Director                                     September 26, 2000
Marjorie M. Scardino

</TABLE>

                                  Exhibit Index

Exhibit No.   Description

4.6           America Online, Inc. 1999 Stock Plan and related agreements

5.1           Opinion  of  Brenda  C.  Karickhoff,   Esq.,  Vice  President  and
              Associate  General Counsel of the Company,  regarding the legality
              of securities being offered

23.1          Consent of Brenda C.  Karickhoff,  Esq.,  (included as part of her
              opinion filed as Exhibit 5.1 and incorporated herein by reference)

23.2          Consent of Ernst & Young LLP

24.1          Powers  of  Attorney  (included  in  the  signature  page  to  the
              Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22529}]
{"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": "333-46632", "film-number": "728947"}, "business-address": {"street1": "AMERICA ONLINE, INC.", "street2": "22000 AOL WAY", "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 September 26, 2000

                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              AMERICA ONLINE, INC.
               (Exact name of registrant as specified in 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)

                      America Online, Inc. 1999 Stock Plan
                            (Full Title of the Plan)

                             PAUL T. CAPPUCCIO, ESQ.
                    Senior Vice President and General Counsel
                              America Online, Inc.
                                  22000 AOL Way
                           Dulles, Virginia 20166-9323
                                 (703) 265-1000

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

                         CALCULATION OF REGISTRATION FEE

---------------------------- ------------------- ----------------------- ---------------------- ----------------------
Title of securities to        Amount to be        Proposed maximum       Proposed maximum           Amount of
     be registered(1)            registered        offering price per     aggregate offering      registration fee
                                                       share (2)                 price
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
Common Stock,

$.01 par value per share          250,000                 $54.56        $13,640,000                 $3,600.96

---------------------------- ------------------- ----------------------- ---------------------- ----------------------
(1)  America Online Common Stock being  registered  hereby  includes  associated
     Preferred Stock Purchase Rights.
(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 of 1933,  as  amended,  and is based on (i)
     250,000 shares of Common Stock being registered and (ii) the average of the
     high and low  prices of $54.56  for the  Common  Stock as quoted on the New
     York Stock  Exchange  within five (5) business days prior to the above date
     of filing.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       The documents(s)  containing the information  specified in Part I will be
       sent  or  given  to  employees  as  specified  by Rule  428(b)(1)  of the
       Securities Act of 1933, as amended (the "Securities Act"). Such documents
       are not being filed with the  Securities  and  Exchange  Commission  (the
       "Commission")  either  as  part  of  this  Registration  Statement  or as
       prospectuses  or  prospectus  supplements  pursuant  to  Rule  424 of the
       Securities  Act.  Such  documents  and  the  documents   incorporated  by
       reference in this Registration Statement pursuant to Item 3 of Part II 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  (Commission  file number  001-12143),  which have been
filed by America Online, Inc., a Delaware corporation (the "Company"),  with the
Commission, are incorporated herein by reference:

       (a) The Company's  Annual Report on Form 10-K for the year ended June 30,
           2000 (filing date September 22, 2000).

       (b) The descriptions of the Company's Common Stock,  including  preferred
           stock purchase rights, which are contained in registration statements
           on Form 8-A under the Exchange Act of 1934, as amended (the "Exchange
           Act"),  including any  amendments or reports filed for the purpose of
           updating such description.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange Act after the date of this  Registration  Statement
and  prior to the  filing of a  post-effective  amendment  to this  Registration
Statement  indicating  that  all  securities  offered  have  been  sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference into this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent that a statement  contained herein or in any subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.       Description of Securities.

              Not applicable.

Item 5.       Interests of Named Experts and Counsel

              None.

Item 6.       Indemnification of Directors and Officers

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

         Section 145(b) of the Delaware  Corporation  Law provides,  in general,
that a corporation  shall have the power to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment in its favor  because the person is or was a director or officer of the
corporation,  against any  expenses  (including  attorneys'  fees)  actually and
reasonably  incurred by the person in connection  with the defense or settlement
of such  action or suit if the  person  acted in good  faith and in a manner the
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  except  that no  indemnification  shall be made in  respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
be indemnified for such expenses which the Court of Chancery or such other Court
shall deem proper.

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

Item 7.       Exemption from Registration Claimed

              Not applicable.

Item 8.       Exhibits

         The following exhibits are filed herewith or incorporated by reference:

Exhibit No     Description

4.1            Restated Certificate of Incorporation of the Registrant (filed as
               Exhibit 3.1 to the  Registrant's  Annual  Report on Form 10-K for
               the fiscal  year ended June 30, 1997 and  incorporated  herein by
               reference).

4.2            Amendments of Section A of Article 4 of the Restated  Certificate
               of Incorporation  of the Registrant  (filed as Exhibit 4.1 to the
               Registrant's Registration Statement on Form S-3, Registration No.
               333-46633,  and as  Exhibit  3.1 to  the  Registrant's  Quarterly
               Report on Form 10-Q for the quarter  ended  September  30,  1999,
               both of which are incorporated herein by reference).

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

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

4.5            Amendment  No.  1,  dated as of  January  9,  2000,  between  the
               Registrant  and  BankBoston,  N.A.,  as  Rights  Agent  (filed as
               Exhibit 4.1 to the  Registrant's  Registration  Statement on Form
               8-A/A,  dated as of January 14, 2000 and  incorporated  herein by
               reference).

4.6            America Online, Inc. 1999 Stock Plan and related agreements.

5.1            Opinion  of  Brenda  C.  Karickhoff,  Esq.,  Vice  President  and
               Associate General Counsel of the Company,  regarding the legality
               of securities being offered.

23.1           Consent of Brenda C.  Karickhoff,  Esq.  (included as part of her
               opinion  filed  as  Exhibit  5.1  and   incorporated   herein  by
               reference).

23.2           Consent of Ernst & Young LLP.

24.1           Powers  of  Attorney  (included  in  the  signature  page  to the
               Registration Statement).

Item 9.        Undertakings

     The undersigned registrant hereby undertakes:

          1. To file, during any period in which offers or sales are being made,
          a post-effective amendment to this Registration Statement:

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

                  (ii) to reflect in the  prospectus any facts or events arising
                  after the effective  date of this  Registration  Statement (or
                  the  most  recent  post-effective  amendment  thereof)  which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in this  Registration
                  Statement (except to the extent that the information  required
                  to be included by clauses (i) or (ii) is contained in periodic
                  reports  filed by the Company  pursuant to Section 13 or 15(d)
                  of the Exchange Act that are  incorporated  by reference  into
                  this Registration  Statement);  notwithstanding the foregoing,
                  any increase or decrease in volume of  securities  offered (if
                  the total dollar value of securities  offered would not exceed
                  that which was  registered)  and any deviation from the low or
                  high  and of  the  estimated  maximum  offering  range  may be
                  reflected in the form of prospectus  filed with the Commission
                  pursuant to Rule 424(b) if, in the  aggregate,  the changes in
                  volume and price  represent no more than 20 percent  change in
                  the  maximum  aggregate   offering  price  set  forth  in  the
                  "Calculation  of  Registration  Fee"  table  in the  effective
                  registration statement;

                   (iii) to include any material information with respect to the
                   plan  of  distribution  not  previously   disclosed  in  this
                   Registration   Statement  or  any  material  change  to  such
                   information in this Registration Statement.

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

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

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

          5. The undersigned registrant hereby undertakes to deliver or cause to
          be  delivered  with  the  prospectus,  to  each  person  to  whom  the
          prospectus  is sent or given,  the latest  annual  report to  security
          holders  that is  incorporated  by  reference  in the  prospectus  and
          furnished  pursuant to and meeting the  requirements  of Rule 14a-3 or
          Rule 14c-3  under the  Securities  Exchange  Act of 1934;  and,  where
          interim financial information required to be presented by Article 3 of
          Regulation  S-X is not set forth in the  prospectus,  to  deliver,  or
          cause to be delivered to each person to whom the prospectus is sent or
          given, the latest  quarterly report that is specifically  incorporated
          by reference  in the  prospectus  to provide  such  interim  financial
          information.

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

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the County of Loudoun, Commonwealth of Virginia, on this 26th day
of September, 2000.

                                AMERICA ONLINE, INC.

                                By: /S/J. MICHAEL KELLY
                                    -------------------
                                    J. Michael Kelly, Senior Vice
                                    President, Chief Financial Officer
                                    and Assistant Secretary

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below  constitutes and appoints Stephen M. Case,  Kenneth J. Novack,  J.
Michael Kelly,  Paul T.  Cappuccio,  Sheila A. Clark and James F. MacGuidwin and
each of them, his true and lawful  attorneys-in-fact  and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) or supplements to this  registration  statement and to file the same
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that  said  attorneys-in-fact  and  agents  or any of them,  or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney may be executed in counterparts.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated in one or more counter-parts.
SIGNATURE                      TITLE                                        DATE
---------                      -----                                        ----

                               Chairman  of  the  Board  and  Chief         September 26, 2000
/s/ Stephen M. Case            Executive Officer (principal executive
Stephen M. Case                officer)

                               President, Chief Operating Officer and       September 26, 2000
/s/ Robert W. Pittman          Director
Robert W. Pittman

                               Senior Vice President, Chief  Financial      September 26, 2000
/s/ J. Michael Kelly           Officer and Assistant Secretary (principal
J. Michael Kelly               financial officer)

                               Senior Vice President, Controller, Chief     September 26, 2000
/s/ James F. MacGuidwin        Accounting & Budget Officer and Corporate
James F. MacGuidwin            Compliance Officer (principal accounting
                               officer)

/s/ Daniel F. Akerson          Director                                     September 26, 2000
Daniel F. Akerson

/s/ James L. Barksdale         Director                                     September 26, 2000
James L. Barksdale

/s/ Frank J. Caufield          Director                                     September 26, 2000
Frank J. Caufield

/s/ Miles R. Gilburne          Director                                     September 26, 2000
Miles R. Gilburne

/s/ Alexander M. Haig, Jr.     Director                                     September 26, 2000
Alexander M. Haig, Jr.

/s/ Kenneth J. Novack          Vice Chairman and Director                   September 26, 2000
Kenneth J. Novack

/s/ Colin L. Powell            Director                                     September 26, 2000
Colin L. Powell

/s/ Franklin D. Raines         Director                                     September 26, 2000
Franklin D. Raines

/s/ Marjorie M. Scardino       Director                                     September 26, 2000
Marjorie M. Scardino
Exhibit Index

Exhibit No.   Description

4.6           America Online, Inc. 1999 Stock Plan and related agreements

5.1           Opinion  of  Brenda  C.  Karickhoff,   Esq.,  Vice  President  and
              Associate  General Counsel of the Company,  regarding the legality
              of securities being offered

23.1          Consent of Brenda C.  Karickhoff,  Esq.,  (included as part of her
              opinion filed as Exhibit 5.1 and incorporated herein by reference)

23.2          Consent of Ernst & Young LLP

24.1          Powers  of  Attorney  (included  in  the  signature  page  to  the
              Registration Statement)