As filed with the Securities and Exchange Commission on February 20, 1998
                                                Registration No. 333-___________
                                                                                
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                               ___________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ___________________
                              AMERICA ONLINE, INC.
               (Exact name of registrant as specified in charter)
            Delaware                                   54-1322110
 (State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                  Identification Number)
                              ____________________
                   22000 AOL WAY, DULLES, VIRGINIA  20166-9323
                    (Address of principal executive offices)
                               ___________________
                                        
  AMERICA ONLINE, INC. 1992 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN
                            (Full Title of the Plan)
                                        
                              Sheila A. Clark, Esq.
                             Deputy General Counsel
                             and Assistant Secretary
                              America Online, Inc.
                                  22000 AOL Way
                          Dulles, Virginia  20166-9323
                                 (703) 448-8700
                       (Name, address, including zip code,
        and telephone number, including area code, of agent for service)
                               ___________________
                                        
                         CALCULATION OF REGISTRATION FEE
                                        
<TABLE>

                                                                        
                 Amount      Proposed                                   
   Title of       to be      Maximum            Proposed           Amount of
 Securities to  Registered    Offering       Maximum Aggregate     Registration
      be           (2)       Price Per           Offering              Fee
 Registered(1)                Share               Price
<S>             <C>       <C>            <C>                     <C>
Common Stock,                                                           
$.01 par value  4,000,000     (3)(4)          $278,693,014          $82,214
</TABLE>

(1)  The Registrant adopted a Rights Agreement on April 23, 1993, as amended on
  January 31, 1995.  Pursuant to such shareholder rights plan the right to
<PAGE>
  receive one-hundredth (1/100) share of preferred stock for each share of
  Common Stock was provided to holders of the Common Stock under certain defined
  circumstances.  No such rights are currently exercisable.  Value attributable
  to such rights, if any, is reflected in the market price of the Common Stock.
(2)  The number of shares of Common Stock to be registered consists of the
  aggregate number of shares which may be sold upon the exercise of options 
  which have previously been granted and/or may hereafter be granted under the 
  America Online, Inc. 1992 Employee, Director and Consultant Stock Option Plan
  (the "Plan").  The maximum number of shares which may be sold upon the 
  exercise of such options granted under the Plan is subject to adjustment in 
  accordance with certain anti-dilution and other provisions of the Plan.
(3)  The maximum offering price per share has been determined solely for the
  purpose of calculating the registration fee pursuant to Rules 457(c) and (h)
  under the Securities Act as follows:  for the 3,761,859 shares of Common Stock
  which may be purchased upon exercise of outstanding options, the fee is based
  on the average price of $66.99 at which options may be exercised.
(4)  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 238,141 options that have not yet
  been granted, the fee is based on the average of the high and low prices of
  $112.06 for the Common Stock as quoted on the New York Stock Exchange within
  five (5) business days prior to the above date of filing.
                                        
                                        
                                     PART I
                                        
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                        
     Pursuant to General Instruction E on Form S-8 regarding the registration of
additional securities, America Online, Inc. (the "Company") hereby is
registering additional shares of common stock, par value $.01 per share (the
"Common Stock"), in the number set forth on the cover page of this Registration
Statement.  Such shares are of the same class as other securities of the Company
for which previous registration statements have been filed with the Securities
and Exchange Commission (the "Commission") relating to the Company's 1992
Employee, Director and Consultant Stock Option Plan (the "Plan"), and such
registration statements, as listed below, are incorporated by reference herein:

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

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

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

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

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

<PAGE>
                                        
                                     PART II
                                        
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
Item 3.        Incorporation of Documents by Reference

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

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

          Not applicable.

Item 5.        Interests of Named Experts and Counsel

          Not applicable.
<PAGE>

Item 6.        Indemnification of Directors and Officers

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

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

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

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

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

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

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

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

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

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

          Right to Advancement of Expenses.  The right  to  indemnification
conferred in Section 1 of this Article shall include the right to  be  paid  by
the  Company the expenses (including attorney's fees)  incurred  in  defending
any  such  proceeding  in  advance  of  its  final  disposition;  provided,
however, that, if the Delaware Corporation Law requires,  an  advancement of
expenses incurred by an Indemnitee in his capacity as  a  director or officer
(and not in any other capacity in which service was  or  is  rendered by such
Indemnitee, including, without limitation, service  to  an  employee benefit
plan)  shall be  made  only  upon  delivery  to  the  Company of an undertaking,
by or on behalf of such Indemnitee, to repay  all  amounts  so  advanced if it
shall ultimately be  determined  by  final  judicial decision from which there
is no further right to appeal that  such  Indemnitee  is not entitled to be
indemnified for such expenses under  this  section  or otherwise. The rights to
indemnification and to the advancement  of   expenses  conferred  in  this
section  and  the  section  "Right   to  Indemnification" of this Article shall
be contract rights and  such  rights  shall  continue  as  to  an Indemnitee who
has ceased  to  be  a  director,  officer,  employee  or  agent  and  shall
inure  to  the  benefit  of  the  Indemnitee's   heirs,   executors  and
administrators.   Any   repeal   or  modification  of any of the provisions of
this Article shall not  adversely  affect  any  right or protection of an
Indemnitee existing at the  time  of  such repeal or modification.

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

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

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

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

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

Item 7.        Exemption from Registration Claimed

          Not applicable.
<PAGE>

Item 8.        Exhibits

    Exhibit No.                     Description
                                          
        4.1     Amendment of Section A of Article 4 of the Restated
                Certificate of Incorporation of America Online,
                Inc.
               
        4.2     Section B of Article 4, Article 6 and Article 8 of
                the Restated Certificate of Incorporation of
                America Online, Inc. (filed as part of Exhibit 3.1
                to the Form 10-K for the year ended June 30, 1997
                and incorporated herein by reference)
               
        4.3     Rights Agreement dated as of April 23, 1993,
                including Exhibit  A (Certificate of Designation
                setting forth the terms of Series A Junior
                Participating  Preferred Stock, $.01 par value),
                Exhibit B  (Form  of Rights  Certificate)  and
                Exhibit C (Summary  of  Rights  to  Purchase Series
                A Junior Participating Preferred Shares) (Filed as
                Exhibit 1 to the  Registrant's Registration
                Statement on Form 8-A, filed on September 9, 1996,
                and incorporated herein by reference.)
                
        4.4     First Amendment to the Rights Agreement dated as of
                January  31, 1995 (Filed as Exhibit 2 to the
                Registrant's Registration Statement on Form  8-A,
                filed  on  September 9, 1996, and incorporated
                herein  by reference.)
               
        4.5     America Online, Inc. 1992 Employee, Director and
                Consultant Stock Option Plan and Forms of Non-
                Qualified Stock Option Agreement
               
         5      Opinion of  Sheila A. Clark, Deputy General Counsel
                to the Company (including the consent of such
                deputy general counsel), regarding the legality of
                securities being offered
               
       23.1     Consent of  Sheila A. Clark, Deputy General Counsel
                to the Company (included in  her opinion filed as
                Exhibit 5 hereto)
               
       23.2     Consent of Ernst & Young LLP, independent auditors
                
        24      Powers of Attorney
                
<PAGE>

Item 9.        Undertakings

          (a)  The Company hereby undertakes:
          
               (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration statement;
     
                 (i)     To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933;
          
                 (ii)    To reflect in the prospectus any facts or events
     arising after the effective date of the registration statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth in
     the registration statement.  Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high and of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than 20 percent change in the maximum aggregate
     offering price set forth in the "Calculation of Registration Fee" table in
     the effective registration statement.
     
                 (iii)   To include any material information with respect to the
     plan of distribution not previously disclosed in the registration statement
     or any material change to such information in the registration statement;
     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     this registration statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained  in periodic reports filed with or furnished to the
     Commission by the registrant pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in the
     registration statement.
     
               (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
     
               (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.
     
          (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                   SIGNATURES
                                        
       Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused
  this registration statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the County of Loudoun, State of Virginia, on
  this 20th day of February, 1998.
  
                                      AMERICA ONLINE, INC.
                                      
                                      
                                      By:          *
                                          Stephen M. Case
                                          Chairman and Chief Executive Officer
                                     
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed on the 20th day of February, 1998,
  by the following persons in the capacities indicated.
  
                   Signature                               Title
                                                             
                                         Chairman and Chief Executive Officer
                       *                 (Principal Executive Officer)
                Stephen M. Case          
                        
                       *                 President, Chief Operating Officer and
                                         Director
               Robert W. Pittman         
                        
                                         Senior Vice President, Chief Financial
                                         Officer, Treasurer, Chief Accounting
                                         Officer and Assistant Secretary
                                         (Principal Financial and  Accounting
                                         Officer)
              /S/LENNERT J. LEADER       
               Lennert J. Leader
                        
                       *                 Director
               Daniel F. Akerson         
                        
                                         Director
               Frank J. Caufield         
                        
                       *                 Director
             Robert J. Frankenberg       
                        
                       *                 Director
             Alexander M. Haig, Jr.      
                        
                       *                 Director
               William N. Melton         
                        
                       *                 Director
               Thomas Middelhoff         
                        
                                        
                                        
         *By:  /S/LENNERT J. LEADER
             Lennert J. Leader
             Attorney -In-Fact
  
  
  <PAGE>
  
                                  Exhibit Index
                                        
                                        
                                        
                                        
                                        
       Exhibit No.                         Description
                                                
           4.1       Amendment of Section A of Article 4 of the Restated
                     Certificate of Incorporation of America Online, Inc.
                    
           4.2       Section B of Article 4, Article 6 and Article 8 of the
                     Restated Certificate of Incorporation of America
                     Online, Inc. (filed as part of Exhibit 3.1 to the Form
                     10-K for the year ended June 30, 1997 and incorporated
                     herein by reference)
                    
           4.3       Rights Agreement dated as of April 23, 1993, including
                     Exhibit  A (Certificate of Designation setting forth
                     the terms of Series A Junior Participating  Preferred
                     Stock, $.01 par value), Exhibit B  (Form  of Rights
                     Certificate)  and Exhibit C (Summary  of  Rights  to
                     Purchase Series A Junior Participating Preferred
                     Shares) (Filed as Exhibit 1 to the  Registrant's
                     Registration  Statement on Form 8-A, filed on September
                     9, 1996, and incorporated herein by reference.)
                    
           4.4       First Amendment to the Rights Agreement dated as of
                     January  31, 1995 (Filed as Exhibit 2 to the
                     Registrant's Registration Statement on Form  8-A,
                     filed  on  September 9, 1996, and incorporated  herein
                     by reference.)
                    
           4.5       America Online, Inc. 1992 Employee, Director and
                     Consultant Stock Option Plan and Forms of Non-Qualified
                     Stock Option Agreement
                    
            5        Opinion of Sheila A. Clark, Deputy General Counsel to
                     the Company (including the consent of such deputy
                     general counsel), regarding the legality of securities
                     being offered
                    
           23.1      Consent of Sheila A. Clark, Deputy General Counsel to
                     the Company (included in  her opinion filed as Exhibit
                     5 hereto)
                    
           23.2      Consent of Ernst & Young LLP, independent auditors
                     
            24       Powers of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 34047}]
{"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": "333-46635", "film-number": "98546353"}, "business-address": {"street1": "22000 AOL WAY", "street2": "C/O LENNERT J LEADER CFO", "city": "DULLES", "state": "VA", "zip": "20166", "phone": "7034488700"}}
As filed with the Securities and Exchange Commission on February 20, 1998
                                                Registration No. 333-___________
                                                                                
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                               ___________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ___________________
                              AMERICA ONLINE, INC.
               (Exact name of registrant as specified in charter)
            Delaware                                   54-1322110
 (State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                  Identification Number)
                              ____________________
                   22000 AOL WAY, DULLES, VIRGINIA  20166-9323
                    (Address of principal executive offices)
                               ___________________
                                        
  AMERICA ONLINE, INC. 1992 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN
                            (Full Title of the Plan)
                                        
                              Sheila A. Clark, Esq.
                             Deputy General Counsel
                             and Assistant Secretary
                              America Online, Inc.
                                  22000 AOL Way
                          Dulles, Virginia  20166-9323
                                 (703) 448-8700
                       (Name, address, including zip code,
        and telephone number, including area code, of agent for service)
                               ___________________
                                        
                         CALCULATION OF REGISTRATION FEE
                                        

                                                                        
                 Amount      Proposed                                   
   Title of       to be      Maximum            Proposed           Amount of
 Securities to  Registered    Offering       Maximum Aggregate     Registration
      be           (2)       Price Per           Offering              Fee
 Registered(1)                Share               Price
Common Stock,                                                           
$.01 par value  4,000,000     (3)(4)          $278,693,014          $82,214
(1)  The Registrant adopted a Rights Agreement on April 23, 1993, as amended on
  January 31, 1995.  Pursuant to such shareholder rights plan the right to
receive one-hundredth (1/100) share of preferred stock for each share of
  Common Stock was provided to holders of the Common Stock under certain defined
  circumstances.  No such rights are currently exercisable.  Value attributable
  to such rights, if any, is reflected in the market price of the Common Stock.
(2)  The number of shares of Common Stock to be registered consists of the
  aggregate number of shares which may be sold upon the exercise of options 
  which have previously been granted and/or may hereafter be granted under the 
  America Online, Inc. 1992 Employee, Director and Consultant Stock Option Plan
  (the "Plan").  The maximum number of shares which may be sold upon the 
  exercise of such options granted under the Plan is subject to adjustment in 
  accordance with certain anti-dilution and other provisions of the Plan.
(3)  The maximum offering price per share has been determined solely for the
  purpose of calculating the registration fee pursuant to Rules 457(c) and (h)
  under the Securities Act as follows:  for the 3,761,859 shares of Common Stock
  which may be purchased upon exercise of outstanding options, the fee is based
  on the average price of $66.99 at which options may be exercised.
(4)  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 238,141 options that have not yet
  been granted, the fee is based on the average of the high and low prices of
  $112.06 for the Common Stock as quoted on the New York Stock Exchange within
  five (5) business days prior to the above date of filing.
                                        
                                        
                                     PART I
                                        
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                        
     Pursuant to General Instruction E on Form S-8 regarding the registration of
additional securities, America Online, Inc. (the "Company") hereby is
registering additional shares of common stock, par value $.01 per share (the
"Common Stock"), in the number set forth on the cover page of this Registration
Statement.  Such shares are of the same class as other securities of the Company
for which previous registration statements have been filed with the Securities
and Exchange Commission (the "Commission") relating to the Company's 1992
Employee, Director and Consultant Stock Option Plan (the "Plan"), and such
registration statements, as listed below, are incorporated by reference herein:

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

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

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

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

     Pursuant to Rule E, this Registration Statement contains such information
required by Form S-8 that is not otherwise included in the above-listed
registration statements.
PART II
                                        
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
Item 3.        Incorporation of Documents by Reference

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

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

          Not applicable.

Item 5.        Interests of Named Experts and Counsel

          Not applicable.
Item 6.        Indemnification of Directors and Officers

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

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

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

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

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

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

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

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

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

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

          Right to Advancement of Expenses.  The right  to  indemnification
conferred in Section 1 of this Article shall include the right to  be  paid  by
the  Company the expenses (including attorney's fees)  incurred  in  defending
any  such  proceeding  in  advance  of  its  final  disposition;  provided,
however, that, if the Delaware Corporation Law requires,  an  advancement of
expenses incurred by an Indemnitee in his capacity as  a  director or officer
(and not in any other capacity in which service was  or  is  rendered by such
Indemnitee, including, without limitation, service  to  an  employee benefit
plan)  shall be  made  only  upon  delivery  to  the  Company of an undertaking,
by or on behalf of such Indemnitee, to repay  all  amounts  so  advanced if it
shall ultimately be  determined  by  final  judicial decision from which there
is no further right to appeal that  such  Indemnitee  is not entitled to be
indemnified for such expenses under  this  section  or otherwise. The rights to
indemnification and to the advancement  of   expenses  conferred  in  this
section  and  the  section  "Right   to  Indemnification" of this Article shall
be contract rights and  such  rights  shall  continue  as  to  an Indemnitee who
has ceased  to  be  a  director,  officer,  employee  or  agent  and  shall
inure  to  the  benefit  of  the  Indemnitee's   heirs,   executors  and
administrators.   Any   repeal   or  modification  of any of the provisions of
this Article shall not  adversely  affect  any  right or protection of an
Indemnitee existing at the  time  of  such repeal or modification.

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

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

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

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

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

Item 7.        Exemption from Registration Claimed

          Not applicable.
Item 8.        Exhibits

    Exhibit No.                     Description
                                          
        4.1     Amendment of Section A of Article 4 of the Restated
                Certificate of Incorporation of America Online,
                Inc.
               
        4.2     Section B of Article 4, Article 6 and Article 8 of
                the Restated Certificate of Incorporation of
                America Online, Inc. (filed as part of Exhibit 3.1
                to the Form 10-K for the year ended June 30, 1997
                and incorporated herein by reference)
               
        4.3     Rights Agreement dated as of April 23, 1993,
                including Exhibit  A (Certificate of Designation
                setting forth the terms of Series A Junior
                Participating  Preferred Stock, $.01 par value),
                Exhibit B  (Form  of Rights  Certificate)  and
                Exhibit C (Summary  of  Rights  to  Purchase Series
                A Junior Participating Preferred Shares) (Filed as
                Exhibit 1 to the  Registrant's Registration
                Statement on Form 8-A, filed on September 9, 1996,
                and incorporated herein by reference.)
                
        4.4     First Amendment to the Rights Agreement dated as of
                January  31, 1995 (Filed as Exhibit 2 to the
                Registrant's Registration Statement on Form  8-A,
                filed  on  September 9, 1996, and incorporated
                herein  by reference.)
               
        4.5     America Online, Inc. 1992 Employee, Director and
                Consultant Stock Option Plan and Forms of Non-
                Qualified Stock Option Agreement
               
         5      Opinion of  Sheila A. Clark, Deputy General Counsel
                to the Company (including the consent of such
                deputy general counsel), regarding the legality of
                securities being offered
               
       23.1     Consent of  Sheila A. Clark, Deputy General Counsel
                to the Company (included in  her opinion filed as
                Exhibit 5 hereto)
               
       23.2     Consent of Ernst & Young LLP, independent auditors
                
        24      Powers of Attorney
Item 9.        Undertakings

          (a)  The Company hereby undertakes:
          
               (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration statement;
     
                 (i)     To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933;
          
                 (ii)    To reflect in the prospectus any facts or events
     arising after the effective date of the registration statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth in
     the registration statement.  Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high and of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than 20 percent change in the maximum aggregate
     offering price set forth in the "Calculation of Registration Fee" table in
     the effective registration statement.
     
                 (iii)   To include any material information with respect to the
     plan of distribution not previously disclosed in the registration statement
     or any material change to such information in the registration statement;
     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     this registration statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained  in periodic reports filed with or furnished to the
     Commission by the registrant pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in the
     registration statement.
     
               (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
     
               (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.
     
          (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the foregoing provisions,
  or otherwise, the Registrant has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Act and is, therefore, unenforceable.  In the
  event that a claim for indemnification against such liabilities (other than
  the payment by the Registrant of expenses incurred or paid by a director,
  officer or controlling person of the Registrant in the successful defense
  of any action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  Registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against
  public policy as expressed in the Act and will be governed by the final
  adjudication of such issue.
SIGNATURES
                                        
       Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused
  this registration statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the County of Loudoun, State of Virginia, on
  this 20th day of February, 1998.
  
                                      AMERICA ONLINE, INC.
                                      
                                      
                                      By:          *
                                          Stephen M. Case
                                          Chairman and Chief Executive Officer
                                     
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed on the 20th day of February, 1998,
  by the following persons in the capacities indicated.
  
                   Signature                               Title
                                                             
                                         Chairman and Chief Executive Officer
                       *                 (Principal Executive Officer)
                Stephen M. Case          
                        
                       *                 President, Chief Operating Officer and
                                         Director
               Robert W. Pittman         
                        
                                         Senior Vice President, Chief Financial
                                         Officer, Treasurer, Chief Accounting
                                         Officer and Assistant Secretary
                                         (Principal Financial and  Accounting
                                         Officer)
              /S/LENNERT J. LEADER       
               Lennert J. Leader
                        
                       *                 Director
               Daniel F. Akerson         
                        
                                         Director
               Frank J. Caufield         
                        
                       *                 Director
             Robert J. Frankenberg       
                        
                       *                 Director
             Alexander M. Haig, Jr.      
                        
                       *                 Director
               William N. Melton         
                        
                       *                 Director
               Thomas Middelhoff         
                        
                                        
                                        
         *By:  /S/LENNERT J. LEADER
             Lennert J. Leader
             Attorney -In-Fact
Exhibit Index
                                        
                                        
                                        
                                        
                                        
       Exhibit No.                         Description
                                                
           4.1       Amendment of Section A of Article 4 of the Restated
                     Certificate of Incorporation of America Online, Inc.
                    
           4.2       Section B of Article 4, Article 6 and Article 8 of the
                     Restated Certificate of Incorporation of America
                     Online, Inc. (filed as part of Exhibit 3.1 to the Form
                     10-K for the year ended June 30, 1997 and incorporated
                     herein by reference)
                    
           4.3       Rights Agreement dated as of April 23, 1993, including
                     Exhibit  A (Certificate of Designation setting forth
                     the terms of Series A Junior Participating  Preferred
                     Stock, $.01 par value), Exhibit B  (Form  of Rights
                     Certificate)  and Exhibit C (Summary  of  Rights  to
                     Purchase Series A Junior Participating Preferred
                     Shares) (Filed as Exhibit 1 to the  Registrant's
                     Registration  Statement on Form 8-A, filed on September
                     9, 1996, and incorporated herein by reference.)
                    
           4.4       First Amendment to the Rights Agreement dated as of
                     January  31, 1995 (Filed as Exhibit 2 to the
                     Registrant's Registration Statement on Form  8-A,
                     filed  on  September 9, 1996, and incorporated  herein
                     by reference.)
                    
           4.5       America Online, Inc. 1992 Employee, Director and
                     Consultant Stock Option Plan and Forms of Non-Qualified
                     Stock Option Agreement
                    
            5        Opinion of Sheila A. Clark, Deputy General Counsel to
                     the Company (including the consent of such deputy
                     general counsel), regarding the legality of securities
                     being offered
                    
           23.1      Consent of Sheila A. Clark, Deputy General Counsel to
                     the Company (included in  her opinion filed as Exhibit
                     5 hereto)
                    
           23.2      Consent of Ernst & Young LLP, independent auditors
                     
            24       Powers of Attorney