As filed with the Securities and Exchange Commission on July 6, 1999

                                           Registration No. 333-
   =====================================================================
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                               FORM S-8

                     REGISTRATION STATEMENT UNDER
                      THE SECURITIES ACT OF 1933


                            SPYGLASS, INC.
        (Exact name of registrant as specified in its charter)



               DELAWARE                       37-1258139
     (State or other jurisdiction          (I.R.S. Employer
         of incorporation or            Identification Number)
            organization)



                      NAPERVILLE CORPORATE CENTER
                  1240 EAST DIEHL ROAD, NAPERVILLE, ILLINOIS   60563
                  (Address of Principal Executive Offices) (Zip Code)


                   1997 STOCK OPTION PLAN FOR FORMER
              NAVITEL COMMUNICATIONS STOCK OPTION HOLDERS
                       (Full title of the Plan)


                          DOUGLAS P. COLBETH
                 PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          C/O SPYGLASS, INC.
                      NAPERVILLE CORPORATE CENTER
                         1240 EAST DIEHL ROAD
                     NAPERVILLE, ILLINOIS   60563
                (Name and address of agent for service)

                            (630) 505-1010
     (Telephone number, including area code, of agent for service)

   =====================================================================
<PAGE>
                    CALCULATION OF REGISTRATION FEE

                                 Proposed       Proposed
     Title of                    maximum        maximum
    securities      Amount to    offering       aggregate        Amount of
      to be            be       price per        offering      registration
    registered     registered     share           price            fee
   -------------    ----------   ---------   -----------------  ----------
   Common Stock,
   $.01 par value     100,918    $ 19.20 (1)  $1,937,625.60 (1)   $539.00
   per share          shares
      ______________
   (1)  Estimated solely for the purpose of calculating the registration
        fee, and based upon the average of the high and low prices of
        the Registrant's Common Stock as reported by the Nasdaq National
        Market on  July 2, 1999 in accordance with Rules 457(c) and
        457(h) of the Securities Act of 1933.
   =====================================================================
<PAGE>
   PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The information required by Part I is included in documents sent
   or given to participants in the  Registrant's 1997 Stock Option  Plan
   for Former Navitel  Communications Stock Option  Holders pursuant  to
   Rule  428(b)(1)  of   the  Securities   Act  of   1933,  as   amended
   (the "Securities Act").


   PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        Item 3.  Incorporation of Certain Documents by Reference
   documents,  which  are  filed   with  the  Securities  and   Exchange
   Commission (the "Commission"), are incorporated in this  Registration
   Statement by reference:
        The following

             (1)  The Registrant's  latest annual report filed  pursuant
        to Sections 13(a)  or 15(d) of  the Securities  Exchange Act  of
        1934, as amended (the "Exchange Act"), or the latest  prospectus
        filed pursuant  to Rule  424(b)  under the  Securities Act  that
        contains  audited  financial  statements  for  the  Registrant's
        latest fiscal year for which such statements have been filed.

             (2)  All other reports filed pursuant to Sections 13(a)  or
        15(d) of  the Exchange  Act since  the end  of the  fiscal  year
        covered by the annual  report or the  prospectus referred to  in
        (1) above.

             (3)  The description of the common stock of the Registrant,
        $.01 par value per share (the "Common Stock"), contained in  the
        Registrant's Registration Statement on Form 8-A filed under  the
        Exchange Act, including  any amendment or  report filed for  the
        purpose of updating such description.

        All documents subsequently filed  by the Registrant 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  shares
   of Common Stock offered  hereby have been  sold or which  deregisters
   all shares of Common Stock 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 of the General Corporation Law of Delaware  provides
   that a corporation has  the power to  indemnify a director,  officer,
   employee or  agent  of  the corporation  and  certain  other  persons
   serving at  the  request of  the  corporation in  related  capacities
   against amounts  paid and  expenses incurred  in connection  with  an
   action or proceeding to  which he is  or is threatened  to be made  a
   party by reason of such position, if such person shall have 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,  in  any
   criminal proceeding,  if  such  person had  no  reasonable  cause  to
   believe his  conduct was  unlawful; provided  that,  in the  case  of
   actions  brought  by  or  in  the   right  of  the  corporation,   no
   indemnification shall be made with respect to any matter as to  which
   such person shall have been adjudged to be liable to the  corporation
   unless and only to the extent that the adjudicating court  determines
   that such indemnification is proper under the circumstances.

        Article  NINTH  of   the  Registrant's   Amended  and   Restated
   Certificate of Incorporation, as amended, provides that a director or
   officer of the Registrant (a) shall be indemnified by the  Registrant
   against all expenses  (including attorneys'  fees), judgments,  fines
   and amounts paid in settlement reasonably incurred in connection with
   any litigation or other legal proceeding (other than an action by  or
   in the right of the Registrant) brought against him by virtue of  his
   position as a director  or officer of the  Registrant 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 Registrant, and, with respect to
   any criminal action or proceeding, had no reasonable cause to believe
   his conduct  was  unlawful  and  (b)  shall  be  indemnified  by  the
   Registrant against expenses (including  attorneys' fees) and  amounts
   paid in settlement reasonably incurred in connection with any  action
   by or in the right of the Registrant  by virtue of his position as  a
   director or officer of the Registrant  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  Registrant,  except that  no  indemnification
   shall be  made with  respect to  any  such matter  as to  which  such
   director or officer  shall have  been adjudged  to be  liable to  the
   Registrant, unless and  only to the  extent that  a court  determines
   that, despite the adjudication  of liability but in  view of all  the
   circumstances of  the  case, such  person  is fairly  and  reasonably
   entitled to indemnity for such expenses  as the court deems proper.
   Notwithstanding the  foregoing,  to the  extent  that a  director  or
   officer has been successful, on the merits or otherwise, he shall  be
   indemnified  against   all  expenses   (including  attorneys'   fees)
   reasonably  incurred  by  him  in  connection  therewith.    Expenses
   incurred in defending a civil or criminal action, suit or  proceeding
   shall be advanced by the Registrant to a director or officer, at  his
   request, upon receipt of an undertaking by the director or officer to
   repay such  amount if  it is  ultimately determined  that he  is  not
   entitled to indemnification.

        Indemnification is  required to  be made  unless the  Registrant
   determines (in  the  manner  provided in  the  Amended  and  Restated
   Certificate  of  Incorporation,  as  amended)  that  the   applicable
   standard of conduct required for indemnification  has not been met.
   In the event of a determination  by the Registrant that the  director
   or officer did not meet the  applicable standard of conduct  required
   for  indemnification,  or  if  the   Registrant  fails  to  make   an
<PAGE>
   indemnification payment within 60 days after such payment is  claimed
   by such person, such person is permitted to petition a court to  make
   an independent determination as to whether such person is entitled to
   indemnification.    As  a  condition   precedent  to  the  right   of
   indemnification, the  director or  officer must  give the  Registrant
   notice of the action for which indemnity is sought and the Registrant
   has the right  to participate in  such action or  assume the  defense
   thereof.

        Article  NINTH  of   the  Registrant's   Amended  and   Restated
   Certificate of Incorporation, as  amended, further provides that  the
   indemnification provided therein is not exclusive, and provides  that
   in the event that the Delaware General Corporation Law is amended  to
   expand the indemnification  permitted to directors  or officers,  the
   Registrant  must  indemnify  those  persons  to  the  fullest  extent
   permitted by such law as so amended.

        The Company has purchased  a general liability insurance  policy
   which covers certain  liabilities of  directors and  officers of  the
   Company arising out  of claims based  on acts or  omissions in  their
   capacity as directors or officers.

        Article  EIGHTH  of  the   Registrant's  Amended  and   Restated
   Certificate of Incorporation,  as amended, provides  that, except  to
   the extent that the General Corporation Law of Delaware prohibits the
   elimination or limitation of liability  of directors for breaches  of
   fiduciary duty, no  director of  the Registrant  shall be  personally
   liable to the Registrant or its stockholders for monetary damages for
   any breach of fiduciary duty as  a director.


        Item 7.  Exemption from Registration Claimed

        Not applicable.


        Item 8.  Exhibits

        The  Exhibit  Index  immediately   preceding  the  exhibits   is
   incorporated herein by reference.


        Item 9.  Undertakings

        1.   The Registrant hereby undertakes:

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

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

             (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,
<PAGE>
                  represent a fundamental change in the information  set
                  forth in the Registration Statement.   Notwithstanding
                  the foregoing, any increase or decrease in the  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 end
                  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; and

             (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 (i) and (ii) do not apply  if
        the Registration Statement is on Form  S-3 or Form S-8, and  the
        information  required  to  be   included  in  a   post-effective
        amendment by those paragraphs  is contained in periodic  reports
        filed by the Registrant pursuant to Section 13 or Section  15(d)
        of the Exchange Act  that are incorporated  by reference in  the
        Registration Statement.

             (2)  That,  for the  purpose of  determining any  liability
        under the  Securities Act,  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.

        2.   The  Registrant hereby  undertakes  that, for  purposes  of
   determining any liability  under the Securities  Act, each filing  of
   the Registrant's annual report pursuant  to Section 13(a) or  Section
   15(d) of the Exchange Act (and,  where applicable, each filing of  an
   employee benefit plan's  annual report pursuant  to Section 15(d)  of
   the  Exchange  Act)  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 in the
   initial bona fide offering thereof.

        3.  Insofar as indemnification for liabilities arising under the
   Securities  Act  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 Commission  such  indemnification is  against  public
   policy  as  expressed  in  the  Securities  Act  and  is,  therefore,
   unenforceable.  In the event that a claim for indemnification against
   such liabilities  (other  than  the  payment  by  the  Registrant  of
<PAGE>
   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
   Securities Act and will be governed by the final adjudication of such
   issue.
<PAGE>

                              SIGNATURES

   Pursuant to the  requirements of the  Securities Act, 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  Naperville,  State  of
   Illinois, on July 6, 1999.


                                 SPYGLASS, INC.

                                 By: /s/ Gary L. Vilchick

                                    Gary L. Vilchick
                                    Executive Vice President, Finance,
                                    Administration and Operations, and
                                    Chief Financial Officer

<PAGE>

                           POWER OF ATTORNEY

   We, the undersigned officers and  directors of Spyglass, Inc.  hereby
   severally constitute Gary L.  Vilchick and Patrick J. Rondeau,  Esq.,
   and each of  them singly,  our true  and lawful  attorneys with  full
   power to them, and  each of them singly,  to sign for  us and in  our
   names in the capacities  indicated below, the Registration  Statement
   on Form S-8 filed herewith and  any and all subsequent amendments  to
   said Registration Statement, and generally to  do all such things  in
   our names and behalf in our  capacities as officers and directors  to
   enable  Spyglass,  Inc.  to  comply  with  all  requirements  of  the
   Securities and Exchange Commission,  hereby ratifying and  confirming
   our signatures as  they may be  signed by said  attorneys, or any  of
   them, to  said  Registration Statement  and  any and  all  amendments
   thereto.

   Pursuant to the requirements of the Securities Act, this Registration
   Statement has  been signed  below by  the  following persons  in  the
   capacities and on the date indicated.


         Signature                  Title                Date


   /s/ Douglas P. Colbeth President, Chief          July 6, 1999
   ---------------------- Executive Officer and
   Douglas P. Colbeth     Director (principal
                          executive officer)



   /s/ Gary L. Vilchick   Executive Vice            July 6, 1999
   --------------------   President, Finance,
   Gary L. Vilchick       Administration and
                          Operations and Chief
                          Financial Officer
                          (principal financial and
                          accounting officer)


   /s/ Charles T.Brumback Director                  July 6, 1999
   ----------------------
   Charles T. Brumback


   /s/ Brian J. Jackman   Director                  July 6, 1999
   --------------------
   Brian J. Jackman


   /s/Timothy K. Krauskopf Director                  July 6, 1999
   -----------------------
   Timothy K. Krauskopf


   /s/ John Shackleton     Director                  July 6, 1999
   --------------------
   John Shackleton

<PAGE>
                             EXHIBIT INDEX


    Exhibit
    Number        Description

     4.1 (1)     Amended and Restated Certificate of Incorporation
                  of the Registrant, as amended

     4.2 (2)     By-Laws of the Registrant

     5.1         Opinion of Hale and Dorr LLP

     23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1)

     23.2         Consent of Ernst & Young LLP

     23.3         Consent of PricewaterhouseCoopers LLP

     24.1         Power of Attorney (included on the signature page of
                  this Registration Statement)

      ______________

   (1)  Incorporated herein by reference from the Registrant's
        Registration Statement on Form S-8 (File No. 333-04357) filed
        May 23, 1996.

   (2)  Incorporated herein by reference from the Registrant's
        Registration Statement on Form S-1 (File No. 33-92174).
<PAGE>
                                                             EXHIBIT 5.1

                                 July 6, 1999


   Spyglass, Inc.
   Naperville Corporate Center
   1240 East Diehl Road
   Naperville, Illinois 60563

        Re:  1997 Stock Option Plan for Former
             Navitel Communications Stock Option Holders

   Ladies and Gentlemen:

        We have assisted in the preparation of a Registration  Statement
   on Form S-8  (the "Registration Statement")  to be filed  on July  6,
   1999 with the Securities and Exchange Commission relating to  100,918
   shares of the Common Stock, $.01  par value per share ("Shares"),  of
   Spyglass, Inc.,  a  Delaware corporation  (the  "Company"),  issuable
   under the  Company's  1997  Stock  Option  Plan  for  Former  Navitel
   Communications Stock Option Holders (the "Plan").

        We have  examined the  Agreement and  Plan of  Merger among  the
   Company, Spyglass Acquisition Corp. and Navitel Communications, Inc.,
   dated as of March 31, 1999,  the Amended and Restated Certificate  of
   Incorporation, as  amended,  and  the  By-laws  of  the  Company  and
   originals, or copies certified to our satisfaction, of all  pertinent
   records of  the meetings  of the  directors and  stockholders of  the
   Company, the Registration Statement and such other documents relating
   to the Company as  we have deemed material  for the purposes of  this
   opinion.

        In our examination of the  foregoing documents, we have  assumed
   the genuineness  of  all  signatures  and  the  authenticity  of  all
   documents submitted to  us as originals,  the conformity to  original
   documents  of  all  documents  submitted   to  us  as  certified   or
   photostatic copies  and the  authenticity of  the originals  of  such
   latter documents.

        Based upon the foregoing, we are of the opinion that the Company
   has duly authorized  for issuance the  Shares, and  the Shares,  when
   issued and paid for in accordance with the terms of the Plan and at a
   price per share in excess of the par value per share for such Shares,
   will be legally issued, fully paid and nonassessable.

        We hereby  consent  to  the filing  of  this  opinion  with  the
   Securities  and   Exchange   Commission  in   connection   with   the
   Registration Statement.


                                 Very truly yours,


                                 /s/ Hale and Dorr LLP

                                 HALE AND DORR LLP
<PAGE>

                                                            EXHIBIT 23.2


                      CONSENT OF INDEPENDENT AUDITORS


   We consent to  the incorporation  by reference  in this  Registration
   Statement (Form S-8)  pertaining to the  1997 Stock  Option Plan  for
   Former Navitel Communications Stock Option Plan Holders of  Spyglass,
   Inc. of  our report  dated  October 19,  1998,  with respect  to  the
   consolidated financial  statements  and  schedule  of  Spyglass  Inc.
   incorporated by reference in its Annual  Report on Form 10-K for  the
   year ended September 30, 1998, and to the incorporation by  reference
   of our report  dated June  21, 1999,  with respect  to the  financial
   statements of  Navitel  Communications,  Inc.  for  the  years  ended
   September 30, 1998 and 1997, and  the period from inception (May  21,
   1996) through September 30, 1996 included in Spyglass, Inc.'s Amended
   Current Report on Form 8-K/A filed  with the Securities and  Exchange
   Commission.



                                                   /s/ ERNST & YOUNG LLP

   Chicago, Illinois
   July 6, 1999
<PAGE>
                                                            EXHIBIT 23.3


                     CONSENT OF INDEPENDENT ACCOUNTANTS

   We  hereby  consent  to  the  incorporation  by  reference  in   this
   Registration Statement on Form  S-8 of our  report dated October  25,
   1996, relating to the financial statements, which appears on page  31
   of the 1996 Annual Report to Shareholders of Spyglass, Inc., which is
   incorporated by reference in Spyglass,  Inc.'s Annual report on  Form
   10-K for the year ended September 30,  1996.  We also consent to  the
   incorporation by reference of  our report dated  October 25, 1996  on
   the financial  statement  schedules,  which appears  in  such  Annual
   Report on Form 10-K.



   /s/ PricewaterhouseCoopers LLP


   Chicago, Illinois
   July 6, 1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24488}]
{"company-data": {"conformed-name": "SPYGLASS INC", "cik": "0000945256", "assigned-sic": "7372", "irs-number": "371258139", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82351", "film-number": "99659698"}, "business-address": {"street1": "1240 EAST DIEHL RD", "city": "NAPERVILLE", "state": "IL", "zip": "60563", "phone": "7085051010"}, "mail-address": {"street1": "1230 EAST DIEHL RD", "city": "NAPERVILLE", "state": "IL", "zip": "60563"}}
As filed with the Securities and Exchange Commission on July 6, 1999

                                           Registration No. 333-
   =====================================================================
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                               FORM S-8

                     REGISTRATION STATEMENT UNDER
                      THE SECURITIES ACT OF 1933

                            SPYGLASS, INC.
        (Exact name of registrant as specified in its charter)

               DELAWARE                       37-1258139
     (State or other jurisdiction          (I.R.S. Employer
         of incorporation or            Identification Number)
            organization)

                      NAPERVILLE CORPORATE CENTER
                  1240 EAST DIEHL ROAD, NAPERVILLE, ILLINOIS   60563
                  (Address of Principal Executive Offices) (Zip Code)

                   1997 STOCK OPTION PLAN FOR FORMER
              NAVITEL COMMUNICATIONS STOCK OPTION HOLDERS
                       (Full title of the Plan)

                          DOUGLAS P. COLBETH
                 PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          C/O SPYGLASS, INC.
                      NAPERVILLE CORPORATE CENTER
                         1240 EAST DIEHL ROAD
                     NAPERVILLE, ILLINOIS   60563
                (Name and address of agent for service)

                            (630) 505-1010
     (Telephone number, including area code, of agent for service)

   =====================================================================
CALCULATION OF REGISTRATION FEE

                                 Proposed       Proposed
     Title of                    maximum        maximum
    securities      Amount to    offering       aggregate        Amount of
      to be            be       price per        offering      registration
    registered     registered     share           price            fee
   -------------    ----------   ---------   -----------------  ----------
   Common Stock,
   $.01 par value     100,918    $ 19.20 (1)  $1,937,625.60 (1)   $539.00
   per share          shares
      ______________
   (1)  Estimated solely for the purpose of calculating the registration
        fee, and based upon the average of the high and low prices of
        the Registrant's Common Stock as reported by the Nasdaq National
        Market on  July 2, 1999 in accordance with Rules 457(c) and
        457(h) of the Securities Act of 1933.
   =====================================================================
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The information required by Part I is included in documents sent
   or given to participants in the  Registrant's 1997 Stock Option  Plan
   for Former Navitel  Communications Stock Option  Holders pursuant  to
   Rule  428(b)(1)  of   the  Securities   Act  of   1933,  as   amended
   (the "Securities Act").

   PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        Item 3.  Incorporation of Certain Documents by Reference
   documents,  which  are  filed   with  the  Securities  and   Exchange
   Commission (the "Commission"), are incorporated in this  Registration
   Statement by reference:
        The following

             (1)  The Registrant's  latest annual report filed  pursuant
        to Sections 13(a)  or 15(d) of  the Securities  Exchange Act  of
        1934, as amended (the "Exchange Act"), or the latest  prospectus
        filed pursuant  to Rule  424(b)  under the  Securities Act  that
        contains  audited  financial  statements  for  the  Registrant's
        latest fiscal year for which such statements have been filed.

             (2)  All other reports filed pursuant to Sections 13(a)  or
        15(d) of  the Exchange  Act since  the end  of the  fiscal  year
        covered by the annual  report or the  prospectus referred to  in
        (1) above.

             (3)  The description of the common stock of the Registrant,
        $.01 par value per share (the "Common Stock"), contained in  the
        Registrant's Registration Statement on Form 8-A filed under  the
        Exchange Act, including  any amendment or  report filed for  the
        purpose of updating such description.

        All documents subsequently filed  by the Registrant 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  shares
   of Common Stock offered  hereby have been  sold or which  deregisters
   all shares of Common Stock 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 of the General Corporation Law of Delaware  provides
   that a corporation has  the power to  indemnify a director,  officer,
   employee or  agent  of  the corporation  and  certain  other  persons
   serving at  the  request of  the  corporation in  related  capacities
   against amounts  paid and  expenses incurred  in connection  with  an
   action or proceeding to  which he is  or is threatened  to be made  a
   party by reason of such position, if such person shall have 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,  in  any
   criminal proceeding,  if  such  person had  no  reasonable  cause  to
   believe his  conduct was  unlawful; provided  that,  in the  case  of
   actions  brought  by  or  in  the   right  of  the  corporation,   no
   indemnification shall be made with respect to any matter as to  which
   such person shall have been adjudged to be liable to the  corporation
   unless and only to the extent that the adjudicating court  determines
   that such indemnification is proper under the circumstances.

        Article  NINTH  of   the  Registrant's   Amended  and   Restated
   Certificate of Incorporation, as amended, provides that a director or
   officer of the Registrant (a) shall be indemnified by the  Registrant
   against all expenses  (including attorneys'  fees), judgments,  fines
   and amounts paid in settlement reasonably incurred in connection with
   any litigation or other legal proceeding (other than an action by  or
   in the right of the Registrant) brought against him by virtue of  his
   position as a director  or officer of the  Registrant 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 Registrant, and, with respect to
   any criminal action or proceeding, had no reasonable cause to believe
   his conduct  was  unlawful  and  (b)  shall  be  indemnified  by  the
   Registrant against expenses (including  attorneys' fees) and  amounts
   paid in settlement reasonably incurred in connection with any  action
   by or in the right of the Registrant  by virtue of his position as  a
   director or officer of the Registrant  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  Registrant,  except that  no  indemnification
   shall be  made with  respect to  any  such matter  as to  which  such
   director or officer  shall have  been adjudged  to be  liable to  the
   Registrant, unless and  only to the  extent that  a court  determines
   that, despite the adjudication  of liability but in  view of all  the
   circumstances of  the  case, such  person  is fairly  and  reasonably
   entitled to indemnity for such expenses  as the court deems proper.
   Notwithstanding the  foregoing,  to the  extent  that a  director  or
   officer has been successful, on the merits or otherwise, he shall  be
   indemnified  against   all  expenses   (including  attorneys'   fees)
   reasonably  incurred  by  him  in  connection  therewith.    Expenses
   incurred in defending a civil or criminal action, suit or  proceeding
   shall be advanced by the Registrant to a director or officer, at  his
   request, upon receipt of an undertaking by the director or officer to
   repay such  amount if  it is  ultimately determined  that he  is  not
   entitled to indemnification.

        Indemnification is  required to  be made  unless the  Registrant
   determines (in  the  manner  provided in  the  Amended  and  Restated
   Certificate  of  Incorporation,  as  amended)  that  the   applicable
   standard of conduct required for indemnification  has not been met.
   In the event of a determination  by the Registrant that the  director
   or officer did not meet the  applicable standard of conduct  required
   for  indemnification,  or  if  the   Registrant  fails  to  make   an
indemnification payment within 60 days after such payment is  claimed
   by such person, such person is permitted to petition a court to  make
   an independent determination as to whether such person is entitled to
   indemnification.    As  a  condition   precedent  to  the  right   of
   indemnification, the  director or  officer must  give the  Registrant
   notice of the action for which indemnity is sought and the Registrant
   has the right  to participate in  such action or  assume the  defense
   thereof.

        Article  NINTH  of   the  Registrant's   Amended  and   Restated
   Certificate of Incorporation, as  amended, further provides that  the
   indemnification provided therein is not exclusive, and provides  that
   in the event that the Delaware General Corporation Law is amended  to
   expand the indemnification  permitted to directors  or officers,  the
   Registrant  must  indemnify  those  persons  to  the  fullest  extent
   permitted by such law as so amended.

        The Company has purchased  a general liability insurance  policy
   which covers certain  liabilities of  directors and  officers of  the
   Company arising out  of claims based  on acts or  omissions in  their
   capacity as directors or officers.

        Article  EIGHTH  of  the   Registrant's  Amended  and   Restated
   Certificate of Incorporation,  as amended, provides  that, except  to
   the extent that the General Corporation Law of Delaware prohibits the
   elimination or limitation of liability  of directors for breaches  of
   fiduciary duty, no  director of  the Registrant  shall be  personally
   liable to the Registrant or its stockholders for monetary damages for
   any breach of fiduciary duty as  a director.

        Item 7.  Exemption from Registration Claimed

        Not applicable.

        Item 8.  Exhibits

        The  Exhibit  Index  immediately   preceding  the  exhibits   is
   incorporated herein by reference.

        Item 9.  Undertakings

        1.   The Registrant hereby undertakes:

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

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

             (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 the  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 end
                  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; and

             (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 (i) and (ii) do not apply  if
        the Registration Statement is on Form  S-3 or Form S-8, and  the
        information  required  to  be   included  in  a   post-effective
        amendment by those paragraphs  is contained in periodic  reports
        filed by the Registrant pursuant to Section 13 or Section  15(d)
        of the Exchange Act  that are incorporated  by reference in  the
        Registration Statement.

             (2)  That,  for the  purpose of  determining any  liability
        under the  Securities Act,  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.

        2.   The  Registrant hereby  undertakes  that, for  purposes  of
   determining any liability  under the Securities  Act, each filing  of
   the Registrant's annual report pursuant  to Section 13(a) or  Section
   15(d) of the Exchange Act (and,  where applicable, each filing of  an
   employee benefit plan's  annual report pursuant  to Section 15(d)  of
   the  Exchange  Act)  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 in the
   initial bona fide offering thereof.

        3.  Insofar as indemnification for liabilities arising under the
   Securities  Act  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 Commission  such  indemnification is  against  public
   policy  as  expressed  in  the  Securities  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
   Securities Act and will be governed by the final adjudication of such
   issue.
SIGNATURES

   Pursuant to the  requirements of the  Securities Act, 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  Naperville,  State  of
   Illinois, on July 6, 1999.

                                 SPYGLASS, INC.

                                 By: /s/ Gary L. Vilchick

                                    Gary L. Vilchick
                                    Executive Vice President, Finance,
                                    Administration and Operations, and
                                    Chief Financial Officer
POWER OF ATTORNEY

   We, the undersigned officers and  directors of Spyglass, Inc.  hereby
   severally constitute Gary L.  Vilchick and Patrick J. Rondeau,  Esq.,
   and each of  them singly,  our true  and lawful  attorneys with  full
   power to them, and  each of them singly,  to sign for  us and in  our
   names in the capacities  indicated below, the Registration  Statement
   on Form S-8 filed herewith and  any and all subsequent amendments  to
   said Registration Statement, and generally to  do all such things  in
   our names and behalf in our  capacities as officers and directors  to
   enable  Spyglass,  Inc.  to  comply  with  all  requirements  of  the
   Securities and Exchange Commission,  hereby ratifying and  confirming
   our signatures as  they may be  signed by said  attorneys, or any  of
   them, to  said  Registration Statement  and  any and  all  amendments
   thereto.

   Pursuant to the requirements of the Securities Act, this Registration
   Statement has  been signed  below by  the  following persons  in  the
   capacities and on the date indicated.

         Signature                  Title                Date

   /s/ Douglas P. Colbeth President, Chief          July 6, 1999
   ---------------------- Executive Officer and
   Douglas P. Colbeth     Director (principal
                          executive officer)

   /s/ Gary L. Vilchick   Executive Vice            July 6, 1999
   --------------------   President, Finance,
   Gary L. Vilchick       Administration and
                          Operations and Chief
                          Financial Officer
                          (principal financial and
                          accounting officer)

   /s/ Charles T.Brumback Director                  July 6, 1999
   ----------------------
   Charles T. Brumback

   /s/ Brian J. Jackman   Director                  July 6, 1999
   --------------------
   Brian J. Jackman

   /s/Timothy K. Krauskopf Director                  July 6, 1999
   -----------------------
   Timothy K. Krauskopf

   /s/ John Shackleton     Director                  July 6, 1999
   --------------------
   John Shackleton
EXHIBIT INDEX

    Exhibit
    Number        Description

     4.1 (1)     Amended and Restated Certificate of Incorporation
                  of the Registrant, as amended

     4.2 (2)     By-Laws of the Registrant

     5.1         Opinion of Hale and Dorr LLP

     23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1)

     23.2         Consent of Ernst & Young LLP

     23.3         Consent of PricewaterhouseCoopers LLP

     24.1         Power of Attorney (included on the signature page of
                  this Registration Statement)

      ______________

   (1)  Incorporated herein by reference from the Registrant's
        Registration Statement on Form S-8 (File No. 333-04357) filed
        May 23, 1996.

   (2)  Incorporated herein by reference from the Registrant's
        Registration Statement on Form S-1 (File No. 33-92174).
EXHIBIT 5.1

                                 July 6, 1999

   Spyglass, Inc.
   Naperville Corporate Center
   1240 East Diehl Road
   Naperville, Illinois 60563

        Re:  1997 Stock Option Plan for Former
             Navitel Communications Stock Option Holders

   Ladies and Gentlemen:

        We have assisted in the preparation of a Registration  Statement
   on Form S-8  (the "Registration Statement")  to be filed  on July  6,
   1999 with the Securities and Exchange Commission relating to  100,918
   shares of the Common Stock, $.01  par value per share ("Shares"),  of
   Spyglass, Inc.,  a  Delaware corporation  (the  "Company"),  issuable
   under the  Company's  1997  Stock  Option  Plan  for  Former  Navitel
   Communications Stock Option Holders (the "Plan").

        We have  examined the  Agreement and  Plan of  Merger among  the
   Company, Spyglass Acquisition Corp. and Navitel Communications, Inc.,
   dated as of March 31, 1999,  the Amended and Restated Certificate  of
   Incorporation, as  amended,  and  the  By-laws  of  the  Company  and
   originals, or copies certified to our satisfaction, of all  pertinent
   records of  the meetings  of the  directors and  stockholders of  the
   Company, the Registration Statement and such other documents relating
   to the Company as  we have deemed material  for the purposes of  this
   opinion.

        In our examination of the  foregoing documents, we have  assumed
   the genuineness  of  all  signatures  and  the  authenticity  of  all
   documents submitted to  us as originals,  the conformity to  original
   documents  of  all  documents  submitted   to  us  as  certified   or
   photostatic copies  and the  authenticity of  the originals  of  such
   latter documents.

        Based upon the foregoing, we are of the opinion that the Company
   has duly authorized  for issuance the  Shares, and  the Shares,  when
   issued and paid for in accordance with the terms of the Plan and at a
   price per share in excess of the par value per share for such Shares,
   will be legally issued, fully paid and nonassessable.

        We hereby  consent  to  the filing  of  this  opinion  with  the
   Securities  and   Exchange   Commission  in   connection   with   the
   Registration Statement.

                                 Very truly yours,

                                 /s/ Hale and Dorr LLP

                                 HALE AND DORR LLP
EXHIBIT 23.2

                      CONSENT OF INDEPENDENT AUDITORS

   We consent to  the incorporation  by reference  in this  Registration
   Statement (Form S-8)  pertaining to the  1997 Stock  Option Plan  for
   Former Navitel Communications Stock Option Plan Holders of  Spyglass,
   Inc. of  our report  dated  October 19,  1998,  with respect  to  the
   consolidated financial  statements  and  schedule  of  Spyglass  Inc.
   incorporated by reference in its Annual  Report on Form 10-K for  the
   year ended September 30, 1998, and to the incorporation by  reference
   of our report  dated June  21, 1999,  with respect  to the  financial
   statements of  Navitel  Communications,  Inc.  for  the  years  ended
   September 30, 1998 and 1997, and  the period from inception (May  21,
   1996) through September 30, 1996 included in Spyglass, Inc.'s Amended
   Current Report on Form 8-K/A filed  with the Securities and  Exchange
   Commission.

                                                   /s/ ERNST & YOUNG LLP

   Chicago, Illinois
   July 6, 1999
EXHIBIT 23.3

                     CONSENT OF INDEPENDENT ACCOUNTANTS

   We  hereby  consent  to  the  incorporation  by  reference  in   this
   Registration Statement on Form  S-8 of our  report dated October  25,
   1996, relating to the financial statements, which appears on page  31
   of the 1996 Annual Report to Shareholders of Spyglass, Inc., which is
   incorporated by reference in Spyglass,  Inc.'s Annual report on  Form
   10-K for the year ended September 30,  1996.  We also consent to  the
   incorporation by reference of  our report dated  October 25, 1996  on
   the financial  statement  schedules,  which appears  in  such  Annual
   Report on Form 10-K.

   /s/ PricewaterhouseCoopers LLP

   Chicago, Illinois
   July 6, 1999