As filed with the Securities and Exchange Commission on June 2, 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
      incorporation or organization)                   Identification Number)

                       -----------------------------------

                   22000  AOL  WAY,  DULLES,  VIRGINIA  20166-9323
                    (Address of principal executive offices)

                      ------------------------------------

                                 MOVIEFONE, INC.
                             1994 Stock Option Plan
                            (Full Title of the Plan)

                      ------------------------------------

                              SHEILA A. CLARK, ESQ.
                            Senior Vice President and
                             Acting General Counsel
                              America Online, Inc.
                                  22000 AOL Way
                           Dulles, Virginia 20166-9323
                                 (703) 265-1000
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)
                         CALCULATION OF REGISTRATION FEE
<TABLE>

---------------------------- ------------------- ----------------------- ---------------------- ----------------------
  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,
<S>                                    <C>                 <C>              <C>                        <C>
$.01 par value per share               340,000             $15.26          $5,188,400                 $1,422.38
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
</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 maximum  offering  price per share has been  determined  solely for the
     purpose of calculating  the  registration  fee pursuant to Rules 457(c) and
     (h) under the Securities  Act as follows:  for the 340,000 shares of Common
     Stock which may be purchased upon exercise of outstanding  options, the fee
     is based on the average price of $15.26 at which options may be exercised.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

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

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1998,  as filed with the  Commission  on September  28, 1998 pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
001-12143).

     (b) The  Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
September  30, 1998,  December  31, 1998 and March 31,  1999,  as filed with the
Commission on November 6, 1998, February 10, 1999, and May 7, 1999 respectively,
pursuant to the Exchange Act (File No. 001-12143).

     (c) 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).

     (d) The Company's Current Report on Form 8-K dated August 4, 1998 (File No.
001-12143 and filing date of August 5, 1998).

     (e) The Company's Current Report on Form 8-K dated September 28, 1998 (File
No. 001-12143 and filing date of September 29, 1998).

     (f) The Company's  Current Report on Form 8-K dated November 23, 1998 (File
No. 001-12143 and filing date of November 24, 1998).

     (g) The Company's  Current  Report on Form 8-K dated February 1, 1999 (File
No. 001-12143 and filing date of February 11, 1999).

     (h) The Company's  Current  Report on Form 8-K dated November 9, 1998 (File
No. 001-12143 and filing date of February 17, 1999).

     (i) The Company's Current Report on Form 8-K dated March 17, 1999 (File No.
001-12143 and filing date of March 26, 1999).

     (j) The Company's  Current  Report on Form 8-K/A dated March 17, 1999 (File
No. 001-12143 and filing date of April 21, 1999).

     (k) The Company's Current Report on Form 8-K dated April 21, 1999 (File No.
001-12143 and filing date of April 21, 1999).

     (l) The Company's  Current  Report on Form 8-K dated May 21, 1999 (File No.
001-12143 and filing date of May 27, 1999).

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

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

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel

                  Not applicable.

Item 6.           Indemnification of Directors and Officers

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

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

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

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

                  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,  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.

                  In addition, 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,  by reason of the fact that 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  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorney's fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
Indemnitee in connection therewith;  provided, however, that, except as provided
in the section "Right of Indemnitees to Bring Suit" of this Article with respect
to proceedings  to enforce  rights to  indemnification,  the  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 Section 1 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
sections  "Right to  Indemnification"  and "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 (i) any suit  brought by the  Indemnitee  to enforce a
right to indemnification  hereunder (but not in a suit brought by the Indemnitee
to enforce a right to an  advancement  of expenses) it shall be a defense  that,
and (ii) in any suit brought by the  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      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)
      4.2      Section B of Article 4,  Article 6 and Article 8 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)
      4.3      Rights Agreement dated as of May 12, 1998 between America Online,
               Inc. and BankBoston,  N.A., as Rights Agent,  including Exhibit A
               (Certificate  of Designation  setting forth the terms of Series A
               Junior Participating  Preferred Stock, $.01 par value), Exhibit B
               (Form of Rights  Certificate) and Exhibit C (Summary of Rights to
               Purchase Series A Junior  Participating  Preferred Shares) (Filed
               as Exhibit 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  Registrant   (filed  as  Exhibit  3.5  to
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               June 30, 1998 and incorporated herein by reference)
      4.5      MovieFone, Inc. 1994 Stock Option Plan
      5.1      Opinion  of  Sheila  A.  Clark,  Acting  General  Counsel  to the
               Company, 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 5.1 and  incorporated
               herein by reference)
     23.2      Consent of Ernst & Young LLP
     24.1      Powers of Attorney

Item 9.           Undertakings

                  (a)      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 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 2nd day of
June, 1999.

                             AMERICA ONLINE, INC.


                             By: /S/ J. MICHAEL KELLY
                                 J. Michael Kelly
                                 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 2nd day of June, 1999, by the
following persons in the capacities indicated.

        Signature                                  Title


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


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


_____/S/ J. MICHAEL KELLY________      Senior Vice President, Chief Financial
     J. Michael Kelly                  Office, Treasurer and Assistant Secretary
                                       (Principal Financial Officer)


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


___________*______________________                Director
    Daniel F. Akerson


___________*______________________                Director
     James L. Barksdale


___________*______________________                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 No.              Description

4.5         MovieFone, Inc. 1994 Stock Option Plan
5.1         Opinion of Sheila A.  Clark, Acting General Counsel to the Company,
            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 5.1 and incorporate herein
            by reference)
23.2        Consent of Ernst & Young LLP
24.1        Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 31436}]
{"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": "333-79797", "film-number": "99639279"}, "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 June 2, 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
      incorporation or organization)                   Identification Number)

                       -----------------------------------

                   22000  AOL  WAY,  DULLES,  VIRGINIA  20166-9323
                    (Address of principal executive offices)

                      ------------------------------------

                                 MOVIEFONE, INC.
                             1994 Stock Option Plan
                            (Full Title of the Plan)

                      ------------------------------------

                              SHEILA A. CLARK, ESQ.
                            Senior Vice President and
                             Acting General Counsel
                              America Online, Inc.
                                  22000 AOL Way
                           Dulles, Virginia 20166-9323
                                 (703) 265-1000
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)
                         CALCULATION OF REGISTRATION FEE

---------------------------- ------------------- ----------------------- ---------------------- ----------------------
  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               340,000             $15.26          $5,188,400                 $1,422.38
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
(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 maximum  offering  price per share has been  determined  solely for the
     purpose of calculating  the  registration  fee pursuant to Rules 457(c) and
     (h) under the Securities  Act as follows:  for the 340,000 shares of Common
     Stock which may be purchased upon exercise of outstanding  options, the fee
     is based on the average price of $15.26 at which options may be exercised.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

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

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1998,  as filed with the  Commission  on September  28, 1998 pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
001-12143).

     (b) The  Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
September  30, 1998,  December  31, 1998 and March 31,  1999,  as filed with the
Commission on November 6, 1998, February 10, 1999, and May 7, 1999 respectively,
pursuant to the Exchange Act (File No. 001-12143).

     (c) 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).

     (d) The Company's Current Report on Form 8-K dated August 4, 1998 (File No.
001-12143 and filing date of August 5, 1998).

     (e) The Company's Current Report on Form 8-K dated September 28, 1998 (File
No. 001-12143 and filing date of September 29, 1998).

     (f) The Company's  Current Report on Form 8-K dated November 23, 1998 (File
No. 001-12143 and filing date of November 24, 1998).

     (g) The Company's  Current  Report on Form 8-K dated February 1, 1999 (File
No. 001-12143 and filing date of February 11, 1999).

     (h) The Company's  Current  Report on Form 8-K dated November 9, 1998 (File
No. 001-12143 and filing date of February 17, 1999).

     (i) The Company's Current Report on Form 8-K dated March 17, 1999 (File No.
001-12143 and filing date of March 26, 1999).

     (j) The Company's  Current  Report on Form 8-K/A dated March 17, 1999 (File
No. 001-12143 and filing date of April 21, 1999).

     (k) The Company's Current Report on Form 8-K dated April 21, 1999 (File No.
001-12143 and filing date of April 21, 1999).

     (l) The Company's  Current  Report on Form 8-K dated May 21, 1999 (File No.
001-12143 and filing date of May 27, 1999).

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

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

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel

                  Not applicable.

Item 6.           Indemnification of Directors and Officers

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

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

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

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

                  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,  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.

                  In addition, 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,  by reason of the fact that 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  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorney's fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
Indemnitee in connection therewith;  provided, however, that, except as provided
in the section "Right of Indemnitees to Bring Suit" of this Article with respect
to proceedings  to enforce  rights to  indemnification,  the  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 Section 1 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
sections  "Right to  Indemnification"  and "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 (i) any suit  brought by the  Indemnitee  to enforce a
right to indemnification  hereunder (but not in a suit brought by the Indemnitee
to enforce a right to an  advancement  of expenses) it shall be a defense  that,
and (ii) in any suit brought by the  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      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)
      4.2      Section B of Article 4,  Article 6 and Article 8 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)
      4.3      Rights Agreement dated as of May 12, 1998 between America Online,
               Inc. and BankBoston,  N.A., as Rights Agent,  including Exhibit A
               (Certificate  of Designation  setting forth the terms of Series A
               Junior Participating  Preferred Stock, $.01 par value), Exhibit B
               (Form of Rights  Certificate) and Exhibit C (Summary of Rights to
               Purchase Series A Junior  Participating  Preferred Shares) (Filed
               as Exhibit 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  Registrant   (filed  as  Exhibit  3.5  to
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               June 30, 1998 and incorporated herein by reference)
      4.5      MovieFone, Inc. 1994 Stock Option Plan
      5.1      Opinion  of  Sheila  A.  Clark,  Acting  General  Counsel  to the
               Company, 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 5.1 and  incorporated
               herein by reference)
     23.2      Consent of Ernst & Young LLP
     24.1      Powers of Attorney

Item 9.           Undertakings

                  (a)      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 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 2nd day of
June, 1999.

                             AMERICA ONLINE, INC.

                             By: /S/ J. MICHAEL KELLY
                                 J. Michael Kelly
                                 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 2nd day of June, 1999, by the
following persons in the capacities indicated.

        Signature                                  Title

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

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

_____/S/ J. MICHAEL KELLY________      Senior Vice President, Chief Financial
     J. Michael Kelly                  Office, Treasurer and Assistant Secretary
                                       (Principal Financial Officer)

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

___________*______________________                Director
    Daniel F. Akerson

___________*______________________                Director
     James L. Barksdale

___________*______________________                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 No.              Description

4.5         MovieFone, Inc. 1994 Stock Option Plan
5.1         Opinion of Sheila A.  Clark, Acting General Counsel to the Company,
            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 5.1 and incorporate herein
            by reference)
23.2        Consent of Ernst & Young LLP
24.1        Powers of Attorney