As filed with the Securities and Exchange Commission on February 19, 1997
                                                           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
                                        
                              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
                                        
    Title of      Amount to   Proposed Maximum    Proposed Maximum   Amount of
Securities to be     be        Offering               Aggregate     Registration
  Registered(1)   Registered   Price Per            Offering Price       Fee
                     (2)       Share
Common Stock,     3,000,000    (3)(4)                $83,000,152       $25,152
$.01 par value

(1)  The Registrant adopted a Rights Agreement on April 23, 1993.  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.  Accordingly, pursuant
to Rule 416 under the Securities Act of 1933, as amended the ("Securities Act"),
this Registration Statement covers, in addition to the number of shares stated
above, an indeterminable number of shares which may be subject to grant or
otherwise issuable after the operation of any such anti-dilution and other
provisions.
(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 2,790,748 shares of Common Stock
which may be purchased upon exercise of outstanding options, the fee is based on
the average price of $27.07 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 209,252 options that have not yet
been granted, the fee is based on the average of the high and low prices $35.625
for the Common Stock as quoted on the Nasdaq Stock Market National Market 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. 333-07603 (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, 1996, as filed with the Commission pursuant to the
     Securities Exchange Act of 1934, as amended (the "Exchange Act").
     
          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since June 30, 1996.
     
          (c)  The description of the Common Stock contained in the Company's
     Registration Statement on Form S-3, Registration Number 33-13279, filed
     with the Commission pursuant to the Exchange Act.
     
          (d)  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.        Limitation of Liability; Indemnification of Directors and
Officers; Insurance

     The Company's Restated Certificate of Incorporation eliminates the
liability of a director to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director to the fullest extent permitted by
the General Corporation Law of the State of Delaware (the "Delaware Corporation
Law").  The Delaware Corporation Law permits a corporation to limit or eliminate
the personal liability of its directors to the corporation or its stockholders
for monetary damages for breach of fiduciary duty, other than (1) for any breach
of the duty of loyalty to the corporation or its stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) for willful or negligent violations of provisions
regarding the unlawful payment of dividends or unlawful stock repurchases or
redemptions, or (4) for any transaction from which the director derived an
improper personal benefit.

     As permitted by the Delaware Corporation Law, Article Ninth of the
Company's Restated Certificate of Incorporation (the "Certificate of
Incorporation") (filed as Exhibit 3.1 to the Company's Form 10-Q for the period
ending September 30, 1995 (the "Form 10-Q")) provides that:

     1.   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.
     
     2.   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.
     
     3.   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.
     
     4.   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.
     
     Section 145 of the Delaware Corporation Law provides for indemnification by
the Company of its directors and officers.  In addition, Article Five of the
Company's By-Laws (filed as Exhibit 3.2 to the Form S-3, Registration No. 33-
90430) provides that:

     5.   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
     attorneys' 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 Section 3 of this Article [(paragraph 7 of this Item 6)] 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.
     
     6.   Right to Advancement of Expenses.  The right to indemnification
     conferred in Section 1 of this Article [(paragraph 5 of this Item 6)] shall
     include the right to be paid by the Company the expenses (including
     attorneys' 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 by
     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 2 [(this paragraph 6 of this Item 6)] or
     otherwise.  The rights to indemnification and to the advancement of
     expenses conferred in Sections 1 and 2 [(paragraphs 5 and 6 of this Item
     6)] 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.
     
     7.   Right of Indemnitees to Bring Suit.  If a claim under Section 1 or 2
     of this Article [(paragraph 5 or 6 of this Item 6)] 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.
     
     8.   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.
     
     9.   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.
     
     10.  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.
     
     As permitted by the Delaware Corporation Law, the Company's Restated
Certificate of Incorporation and the Company's Restated By-Laws, 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         Restated Certificate of Incorporation of America
                        Online, Inc. (filed as Exhibit 3.1 to the Form 10-Q
                        for the period ending September 30, 1995 and
                        incorporated herein by reference)
                      
            4.2         Restated By-Laws of America Online, Inc. (filed as
                        Exhibit 3.2 to the Registration Statement on Form S-
                        3, Registration No. 33-90430 and incorporated herein
                        by reference)
                      
            4.3         America Online, Inc. 1992 Employee, Director and
                        Consultant Stock Option Plan.
                      
            5           Opinion of  Sheila A. Clark, Deputy General Counsel
                        to the Corporation (including the consent of such
                        general counsel), regarding the legality of
                        securities being offered
                      
           23.1         Consent of  Sheila A. Clark, Deputy General Counsel
                        to the Corporation (included in  her opinion filed as
                        Exhibit 5 hereto)
                      
           23.2         Consents 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 City of Sterling, State of Virginia, on
  this 19th day of February, 1997.
  
                                     AMERICA ONLINE, INC.
  
                                     
                                     By:    /s/ Stephen M. Case
                                            Stephen M. Case
                                            Chairman, Chief Executive Officer,
                                            President and Director
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed on the 19th day of February, 1997,
  by the following persons in the capacities indicated.
  
            Signature                                Title
                                                       
                                   Chairman, Chief Executive Officer,
                                   President and Director
                *                  (Principal Executive Officer)
         Stephen M. Case           
                
                
                *                  Director
        Frank J. Caufield          
                
                
                                   Director
      Robert J. Frankenberg        
                
                
                                   Director
     Alexander M. Haig, Jr.        
                
                
                *                  Director
         James V. Kimsey           
                
                
                *                  Director
        William N. Melton          
                
                

                *                  Director
        Thomas Middelhoff          
                
                
                                   President and Chief Executive Officer,
                *                  AOL Networks and Director
        Robert W. Pittman          
                
                
                *                  Director
         Scott C. Smith            
                
                
                                   Senior Vice President and Chief
                                   Financial Officer, Treasurer and Chief
                                   Accounting Officer (Principal
      /s/Lennert J. Leader         Financial and  Accounting Officer)
        Lennert J. Leader          
                
                                        
                                        
         By:        /s/Lennert J. Leader
                    Lennert J. Leader
                    Attorney -In-Fact
  
  
                                  Exhibit Index
                                        
                                        
                                        
                                        
                                        
      Exhibit No.                          Description
                                                 
          4.1        Restated Certificate of Incorporation of America
                     Online, Inc. (filed as Exhibit 3.1 to the Form 10-Q for
                     the period ending September 30, 1995 and incorporated
                     herein by reference)
                     
          4.2        Restated By-Laws of America Online, Inc. (filed as
                     Exhibit 3.2 to the Registration Statement on Form S-3,
                     Registration No. 33-90430 and incorporated herein by
                     reference)
                     
          4.3        America Online, Inc. 1992 Employee, Director and
                     Consultant Stock Option Plan.
                     
           5         Opinion of Sheila A. Clark, Deputy General Counsel to
                     the Corporation (including the consent of such general
                     counsel), regarding the legality of securities being
                     offered
                     
          23.1       Consent of Sheila A. Clark, Deputy General Counsel to
                     the Corporation (included in  her opinion filed as
                     Exhibit 5 hereto)
                     
         23.2        Consents of Ernst & Young LLP, independent auditors
                     
           24        Powers of Attorney
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As filed with the Securities and Exchange Commission on February 19, 1997
                                                           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
                                        
                              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
                                        
    Title of      Amount to   Proposed Maximum    Proposed Maximum   Amount of
Securities to be     be        Offering               Aggregate     Registration
  Registered(1)   Registered   Price Per            Offering Price       Fee
                     (2)       Share
Common Stock,     3,000,000    (3)(4)                $83,000,152       $25,152
$.01 par value

(1)  The Registrant adopted a Rights Agreement on April 23, 1993.  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.  Accordingly, pursuant
to Rule 416 under the Securities Act of 1933, as amended the ("Securities Act"),
this Registration Statement covers, in addition to the number of shares stated
above, an indeterminable number of shares which may be subject to grant or
otherwise issuable after the operation of any such anti-dilution and other
provisions.
(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 2,790,748 shares of Common Stock
which may be purchased upon exercise of outstanding options, the fee is based on
the average price of $27.07 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 209,252 options that have not yet
been granted, the fee is based on the average of the high and low prices $35.625
for the Common Stock as quoted on the Nasdaq Stock Market National Market 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. 333-07603 (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, 1996, as filed with the Commission pursuant to the
     Securities Exchange Act of 1934, as amended (the "Exchange Act").
     
          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since June 30, 1996.
     
          (c)  The description of the Common Stock contained in the Company's
     Registration Statement on Form S-3, Registration Number 33-13279, filed
     with the Commission pursuant to the Exchange Act.
     
          (d)  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.        Limitation of Liability; Indemnification of Directors and
Officers; Insurance

     The Company's Restated Certificate of Incorporation eliminates the
liability of a director to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director to the fullest extent permitted by
the General Corporation Law of the State of Delaware (the "Delaware Corporation
Law").  The Delaware Corporation Law permits a corporation to limit or eliminate
the personal liability of its directors to the corporation or its stockholders
for monetary damages for breach of fiduciary duty, other than (1) for any breach
of the duty of loyalty to the corporation or its stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) for willful or negligent violations of provisions
regarding the unlawful payment of dividends or unlawful stock repurchases or
redemptions, or (4) for any transaction from which the director derived an
improper personal benefit.

     As permitted by the Delaware Corporation Law, Article Ninth of the
Company's Restated Certificate of Incorporation (the "Certificate of
Incorporation") (filed as Exhibit 3.1 to the Company's Form 10-Q for the period
ending September 30, 1995 (the "Form 10-Q")) provides that:

     1.   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.
     
     2.   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.
     
     3.   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.
     
     4.   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.
     
     Section 145 of the Delaware Corporation Law provides for indemnification by
the Company of its directors and officers.  In addition, Article Five of the
Company's By-Laws (filed as Exhibit 3.2 to the Form S-3, Registration No. 33-
90430) provides that:

     5.   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
     attorneys' 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 Section 3 of this Article [(paragraph 7 of this Item 6)] 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.
     
     6.   Right to Advancement of Expenses.  The right to indemnification
     conferred in Section 1 of this Article [(paragraph 5 of this Item 6)] shall
     include the right to be paid by the Company the expenses (including
     attorneys' 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 by
     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 2 [(this paragraph 6 of this Item 6)] or
     otherwise.  The rights to indemnification and to the advancement of
     expenses conferred in Sections 1 and 2 [(paragraphs 5 and 6 of this Item
     6)] 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.
     
     7.   Right of Indemnitees to Bring Suit.  If a claim under Section 1 or 2
     of this Article [(paragraph 5 or 6 of this Item 6)] 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.
     
     8.   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.
     
     9.   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.
     
     10.  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.
     
     As permitted by the Delaware Corporation Law, the Company's Restated
Certificate of Incorporation and the Company's Restated By-Laws, 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         Restated Certificate of Incorporation of America
                        Online, Inc. (filed as Exhibit 3.1 to the Form 10-Q
                        for the period ending September 30, 1995 and
                        incorporated herein by reference)
                      
            4.2         Restated By-Laws of America Online, Inc. (filed as
                        Exhibit 3.2 to the Registration Statement on Form S-
                        3, Registration No. 33-90430 and incorporated herein
                        by reference)
                      
            4.3         America Online, Inc. 1992 Employee, Director and
                        Consultant Stock Option Plan.
                      
            5           Opinion of  Sheila A. Clark, Deputy General Counsel
                        to the Corporation (including the consent of such
                        general counsel), regarding the legality of
                        securities being offered
                      
           23.1         Consent of  Sheila A. Clark, Deputy General Counsel
                        to the Corporation (included in  her opinion filed as
                        Exhibit 5 hereto)
                      
           23.2         Consents 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 City of Sterling, State of Virginia, on
  this 19th day of February, 1997.
  
                                     AMERICA ONLINE, INC.
  
                                     
                                     By:    /s/ Stephen M. Case
                                            Stephen M. Case
                                            Chairman, Chief Executive Officer,
                                            President and Director
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed on the 19th day of February, 1997,
  by the following persons in the capacities indicated.
  
            Signature                                Title
                                                       
                                   Chairman, Chief Executive Officer,
                                   President and Director
                *                  (Principal Executive Officer)
         Stephen M. Case           
                
                
                *                  Director
        Frank J. Caufield          
                
                
                                   Director
      Robert J. Frankenberg        
                
                
                                   Director
     Alexander M. Haig, Jr.        
                
                
                *                  Director
         James V. Kimsey           
                
                
                *                  Director
        William N. Melton          
                
                

                *                  Director
        Thomas Middelhoff          
                
                
                                   President and Chief Executive Officer,
                *                  AOL Networks and Director
        Robert W. Pittman          
                
                
                *                  Director
         Scott C. Smith            
                
                
                                   Senior Vice President and Chief
                                   Financial Officer, Treasurer and Chief
                                   Accounting Officer (Principal
      /s/Lennert J. Leader         Financial and  Accounting Officer)
        Lennert J. Leader          
                
                                        
                                        
         By:        /s/Lennert J. Leader
                    Lennert J. Leader
                    Attorney -In-Fact
  
  
                                  Exhibit Index
                                        
                                        
                                        
                                        
                                        
      Exhibit No.                          Description
                                                 
          4.1        Restated Certificate of Incorporation of America
                     Online, Inc. (filed as Exhibit 3.1 to the Form 10-Q for
                     the period ending September 30, 1995 and incorporated
                     herein by reference)
                     
          4.2        Restated By-Laws of America Online, Inc. (filed as
                     Exhibit 3.2 to the Registration Statement on Form S-3,
                     Registration No. 33-90430 and incorporated herein by
                     reference)
                     
          4.3        America Online, Inc. 1992 Employee, Director and
                     Consultant Stock Option Plan.
                     
           5         Opinion of Sheila A. Clark, Deputy General Counsel to
                     the Corporation (including the consent of such general
                     counsel), regarding the legality of securities being
                     offered
                     
          23.1       Consent of Sheila A. Clark, Deputy General Counsel to
                     the Corporation (included in  her opinion filed as
                     Exhibit 5 hereto)
                     
         23.2        Consents of Ernst & Young LLP, independent auditors
                     
           24        Powers of Attorney