As filed with the Securities and Exchange Commission on February 17, 2000

                                                 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)


                              1995 STOCK INCENTIVE PLAN
                              (Full title of the Plan)


                                 DOUGLAS P. COLBETH
                  CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                                   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                   offering       aggregate           Amount of
     to be       Amount to be    price per      offering          registration
   registered      Registered     share          price                fee
 =============   ============   ============   ===============    =============
 Common Stock,
 $.01 par value     1,750,000   $ 40.3125 (1)  $ 70,546,875 (1)   $ 18,625
 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 February 14, 2000 in
        accordance with Rules 457(c) and 457(h) of the Securities
        Act of 1933.





                       STATEMENT OF INCORPORATION BY REFERENCE

               This Registration Statement on Form S-8 incorporates by
          reference the contents of the Registration Statement on Form S-8,
          File No. 33-95162, filed by the Registrant on July 31, 1995
          relating to the Registrant's 1995 Stock Incentive Plan.





                                     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 February 17, 2000.

                                        SPYGLASS, INC.

                                   By:/s/ Douglas P.Colbeth
                                     Douglas P. Colbeth
                                     President and Chief Executive Officer

                                  POWER OF ATTORNEY

               We, the undersigned officers and directors of Spyglass, Inc.
          hereby severally constitute Douglas P. Colbeth, 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       Chairman of the Board     February 17,2000
        --------------------       and Chief Executive
       Douglas P. Colbeth          Officer (principal
                                   executive officer)


       /s/ Gary L. Vilchick        Executive Vice            February 17,2000
       ---------------------       President, Finance,
       Gary L. Vilchick            Administration and
                                   Operations and Chief
                                   Financial Officer
                                   (principal financial and
                                   accounting officer)

       /s/ Brian J. Jackman        Director                  February 17,2000
       ---------------------
       Brian J. Jackman

       /s/ Martin J. Leamy         Director                  February 17,2000
       ---------------------
       Martin J. Leamy

       /s/ Charles T. Brumback     Director                  February 17,2000
       -----------------------
       Charles T. Brumback

       /s/ John Shackleton         Director                  February 17,2000
       -----------------------
       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

             4.3 (2)     Specimen certificate for shares of common stock.

             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

            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

                                  HALE AND DORR LLP
                                 Counsellors at Law
                    60 State Street, Boston, Massachusetts 02109
                            617-526-6000.FAX 617-526-5000


                                                        February 17, 2000


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

               Re:  1995 Stock Incentive Plan

          Gentlemen:

               We have  assisted  in  the  preparation  of  a  Registration
          Statement on Form S-8 (the "Registration Statement") to be  filed
          on February 17, 2000 with the Securities and Exchange  Commission
          relating to 1,750,000 shares of the Common Stock, $.01 par  value
          per share ("Shares"), of  Spyglass, Inc., a Delaware  corporation
          (the  "Company"),  issuable  under   the  Company's  1995   Stock
          Incentive Plan (the "Plan").

               We have  examined 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 Ernst & Young LLP, Independent Auditors

          We consent to the incorporation by reference in this Registration
          Statement  (Form S-8) of Spyglass, Inc. of our report dated
          October 19, 1999, except for Note 14 as to which the date is
          November 4, 1999, with respect to the consolidated financial
          statements and schedule included in the 1999 Annual Report of
          Spyglass, Inc. and incorporated by reference in the Annual Report
          (Form 10-K) for the year ended September 30, 1999, filed with the
          Securities and Exchange Commission.


                                                      /s/ Ernst & Young LLP

          Chicago, Illinois
          February 15, 2000
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11261}]
{"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": "333-30658", "film-number": "548850"}, "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 February 17, 2000

                                                 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)

                              1995 STOCK INCENTIVE PLAN
                              (Full title of the Plan)

                                 DOUGLAS P. COLBETH
                  CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                                   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                   offering       aggregate           Amount of
     to be       Amount to be    price per      offering          registration
   registered      Registered     share          price                fee
 =============   ============   ============   ===============    =============
 Common Stock,
 $.01 par value     1,750,000   $ 40.3125 (1)  $ 70,546,875 (1)   $ 18,625
 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 February 14, 2000 in
        accordance with Rules 457(c) and 457(h) of the Securities
        Act of 1933.

                       STATEMENT OF INCORPORATION BY REFERENCE

               This Registration Statement on Form S-8 incorporates by
          reference the contents of the Registration Statement on Form S-8,
          File No. 33-95162, filed by the Registrant on July 31, 1995
          relating to the Registrant's 1995 Stock Incentive Plan.

                                     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 February 17, 2000.

                                        SPYGLASS, INC.

                                   By:/s/ Douglas P.Colbeth
                                     Douglas P. Colbeth
                                     President and Chief Executive Officer

                                  POWER OF ATTORNEY

               We, the undersigned officers and directors of Spyglass, Inc.
          hereby severally constitute Douglas P. Colbeth, 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       Chairman of the Board     February 17,2000
        --------------------       and Chief Executive
       Douglas P. Colbeth          Officer (principal
                                   executive officer)

       /s/ Gary L. Vilchick        Executive Vice            February 17,2000
       ---------------------       President, Finance,
       Gary L. Vilchick            Administration and
                                   Operations and Chief
                                   Financial Officer
                                   (principal financial and
                                   accounting officer)

       /s/ Brian J. Jackman        Director                  February 17,2000
       ---------------------
       Brian J. Jackman

       /s/ Martin J. Leamy         Director                  February 17,2000
       ---------------------
       Martin J. Leamy

       /s/ Charles T. Brumback     Director                  February 17,2000
       -----------------------
       Charles T. Brumback

       /s/ John Shackleton         Director                  February 17,2000
       -----------------------
       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

             4.3 (2)     Specimen certificate for shares of common stock.

             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

            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

                                  HALE AND DORR LLP
                                 Counsellors at Law
                    60 State Street, Boston, Massachusetts 02109
                            617-526-6000.FAX 617-526-5000

                                                        February 17, 2000

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

               Re:  1995 Stock Incentive Plan

          Gentlemen:

               We have  assisted  in  the  preparation  of  a  Registration
          Statement on Form S-8 (the "Registration Statement") to be  filed
          on February 17, 2000 with the Securities and Exchange  Commission
          relating to 1,750,000 shares of the Common Stock, $.01 par  value
          per share ("Shares"), of  Spyglass, Inc., a Delaware  corporation
          (the  "Company"),  issuable  under   the  Company's  1995   Stock
          Incentive Plan (the "Plan").

               We have  examined 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 Ernst & Young LLP, Independent Auditors

          We consent to the incorporation by reference in this Registration
          Statement  (Form S-8) of Spyglass, Inc. of our report dated
          October 19, 1999, except for Note 14 as to which the date is
          November 4, 1999, with respect to the consolidated financial
          statements and schedule included in the 1999 Annual Report of
          Spyglass, Inc. and incorporated by reference in the Annual Report
          (Form 10-K) for the year ended September 30, 1999, filed with the
          Securities and Exchange Commission.

                                                      /s/ Ernst & Young LLP

          Chicago, Illinois
          February 15, 2000