Aol LLC · S-3 · On 7/21/99

Filed On 7/21/99   ·   SEC File 333-83409   ·   Accession Number 883780-99-62

Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement                                23±   112K 
 2: EX-5.1OPINION  Legal Opinion of Mintz Levin                        2±     8K 
 3: EX-23.1     Consent of Mintz Levin                                 1      6K 

S-3   —   Registration Statement
Document Table of Contents

 As filed with the Securities and Exchange Commission on July 21, 1999

                                                   Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION

FORM S-3
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

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

Delaware                                    54-1322110      
(State or other jurisdiction of                    (I.R.S. Employer             
incorporation or organization)                    Identification No.)           

 22000 AOL Way, Dulles, Virginia 20166-9323 (703) 265-1000
(Address, including zip code, and telephone, including area code, 
of registrant's principal executive offices)

 Stephen M. Case
 Chief Executive Officer
America Online, Inc.
 22000 AOL Way
 Dulles, Virginia 20166-9323
(703) 265-1000
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:

Sheila A. Clark, Esquire
 Senior Vice President and
Acting General Counsel
America Online, Inc.
 22000 AOL Way
 Dulles, Virginia 20166-9323
(703) 265-1000

Approximate  date  of  commencement  of  proposed  sale  to  public:  As soon as
practicable after the effective date of this Registration Statement.            

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.     
If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment  plans,  check  the  following  box.  |X|                          
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering.                                   
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under  
the  Securities  Act,  check the following box and list the Securities  Act     
registration  statement  number  of  the  earlier  registration statement for   
the same offering.                                                              

If delivery of the prospectus is expected to be made pursuant to Rule 434,      
please check the following box.                                                 

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

 Title of Securities to be    Amount         Proposed                Proposed               Amount of   
       Registered(1)          to be      Maximum Offering   Maximum Aggregate Offering  Registration Fee
                            Registered  Price Per Share(2)           Price(2)                           

                                                                                                        
Common Stock,                                                                                           
$.01 par value              2,863,053       $120.46875            $344,908,416.09          $95,884.54   


(1)      Common Stock being  registered  hereby  includes  associated  Preferred
         Share Purchase Rights,  which initially are attached to and traded with
         the shares of the Registrant's Common Stock. Value attributable to such
       rights, if any, is reflected in the market price of the Common Stock.

(2)      Estimated  solely for the purposes of calculating the  registration fee
         pursuant to Rule 457(c) based on the average of the high and low prices
         of America Online's common stock on the New York Stock Exchange on July
19, 1999.                                                     

         The registrant hereby amends this  Registration  Statement on such date
or dates as may be necessary to delay its  effective  date until the  registrant
shall file a further amendment which specifically  states that this Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.                                                                  

The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.               

PROSPECTUS                                                                      

(Subject to completion, dated July 21, 1999)                                    

2,863,053 Shares of Common
Stock AMERICA ONLINE, INC.

         This  prospectus  relates  to the public  offering,  which is not being
 underwritten,  of  2,863,053  shares of our common  stock  which is held by the
 selling  stockholders  listed on pages 8 and 9. The  selling  stockholders  may
 offer their shares of common stock through public or private  transactions,  on
 or off  the New  York  Stock  Exchange,  at  prevailing  market  prices,  or at
 privately  negotiated  prices. We will not receive any of the proceeds from the
sale of the shares.                                                           

         Our common  stock is listed on the New York Stock  Exchange,  under the
symbol  "AOL." On July 20,  1999,  the last  reported  sale price for the common
stock was $113.1875 per share.                                                  

         You should carefully  consider the risk factors  beginning on page 3 of
this  prospectus  before  purchasing  any  of the  securities  offered  by  this
prospectus.                                                                     

         Neither the Securities and Exchange Commission nor any state securities
commission  has approved or disapproved  of these  securities,  or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.                                                               

   The date of this prospectus is      , 1999.

 The Company

         Founded in 1985, America Online,  Inc., based in Dulles,  Virginia,  is
the world leader in interactive services, Web brands, Internet technologies, and
e-commerce services.                                                            

         America  Online has two major  lines of Internet  businesses  organized
into four product groups:                                                       

-    the  interactive  online  services  business,  comprised of the Interactive
     Services Group, the Interactive  Properties Group and the AOL International
Group, and                                                            
-    the enterprise  solutions business,  comprised of the Netscape Enterprise  
Group.                                                                

The product groups are described below.                       

         The   Interactive   Services  Group   develops  and  operates   branded
interactive services,  including:                                               

-    the AOL service,  a worldwide  Internet  online service with more than 17  
million members                                                       
-    the  CompuServe   service,   a  worldwide   Internet  online  service  with
approximately 2 million members                                       
-    the  Netscape  Netcenter,  an  Internet  portal  with more than 15  million
registered users                                                      
-    the AOL.COM portal                                                         
-    the Netscape Navigator and Communicator browsers                           

         The  Interactive  Properties  Group is built around branded  properties
that operate across  multiple  services and platforms,  such as:                

-    Digital City,  Inc., the No. 1 branded local content  network and community
guide on the AOL service and the Internet                             
-    ICQ, a portal that provides instant communications and chat technology     
-    MovieFone,  Inc., a movie guide and ticketing  service  provided through an
interactive telephone service and on the AOL service and the Internet 

         The AOL International Group oversees the AOL and CompuServe  operations
outside the United States.                                                      

         The Netscape  Enterprise Group focuses on providing  businesses a range
of software products, technical support, consulting and training services. These
products and services  historically  have enabled  businesses and users to share
information, manage networks and facilitate electronic commerce.                

         In November 1998, America Online entered into a strategic alliance with
Sun Microsystems,  Inc., a leader in network computing products and services, to
accelerate  the  growth of  enterprise-class  e-commerce,  and to use Sun's Java
technology to develop selected  next-generation  Internet devices that will help
Internet  users access  America  Online's  brands  through a variety of hardware
devices. The strategic alliance provides that, over a three year period, we will
develop and market,  together with Sun, client software and network  application
and  server  software  for  electronic   commerce,   extended   communities  and
connectivity, including software based in part on the Netscape code base, on Sun
code and technology and on certain America Online services features, to business
enterprises.                                                                    

         America  Online was  incorporated  in  Delaware  on May 24,  1985.  The
principal  executive  offices  are  located at 22000 AOL Way,  Dulles,  Virginia
20166-9323. Our telephone number at that address is (703) 265-1000.             

Risk Factors

         Before  purchasing  the shares offered by this  prospectus,  you should
carefully  consider  the  risks  described  below,  in  addition  to  the  other
information  presented in this prospectus or incorporated by reference into this
prospectus.  If any of the following risks actually occur,  they could seriously
harm our business,  financial condition or results of operations.  In such case,
the trading price of our common stock could decline and you may lose all or part
of your investment.                                                             

We Face  Competition for  Subscription  Revenues and the Development and Sale of
Electronic Commerce Infrastructure and Applications                             

         We  face  competition  from a wide  range  of  other  companies  in the
communications,   advertising,  entertainment,   information,  media,  Web-based
services, software,  technology,  direct mail and electronic commerce fields for
subscription, advertising, and commerce revenue, for the development and sale of
electronic  commerce  infrastructure  and applications and in the development of
distribution technologies and equipment.                                        

- Competitors for subscription revenues include:                    

--   online  services such as the Microsoft  Network,  AT&T Worldnet and Prodigy
Classic                                                               

--   national and local  Internet  service  providers,  such as  MindSpring  and
EarthLink                                                             

--   long distance and regional  telephone  companies offering access as part of
     their telephone  service,  such as AT&T Corp., MCI WorldCom,  Inc.,  Sprint
Corporation and regional Bell operating companies                     

--   cable television companies                                                 

--   cable Internet access services offered by companies such as Excite@Home and
Road Runner Group                                                     

- Competitors for advertising and commerce revenues include:        

--   online  services such as the Microsoft  Network,  AT&T Worldnet and Prodigy
Classic                                                               

--   Web-based  navigation  and search service  companies  such as Yahoo!  Inc.,
Infoseek Corporation, Lycos, Inc. and Excite@Home.                    

--   global media companies including newspapers,  radio and television stations
     and content providers, such as the National Broadcasting  Corporation,  CBS
     Corporation, The Walt Disney Company, Time Warner Inc., The Washington Post
Company and Conde Nast Publications, Inc.                             

--   cable Internet access services offered by companies such as Excite@Home and
Road Runner Group                                                     

      -  Competitors  in  the  development  and  sale  of  electronic   commerce
infrastructure and applications include:                                        

--   providers of electronic  commerce  infrastructure  such as server software,
     including   International   Business   Machines   Corporation,    Microsoft
     Corporation,  Oracle Corporation,  Novell,  Inc.,  Software.com,  Inc., BEA
Systems, Inc. and the provider of the Apache Web Server               

--   providers  of  electronic  commerce  applications  including  International
     Business  Machines  Corporation,   Oracle  Corporation,   General  Electric
     Information Systems,  Microsoft  Corporation,  PeopleSoft,  Inc., SAP A.G.,
     Open Market, Inc., Ariba Technologies, CommerceOne, Sterling Commerce, Inc.
and BroadVision, Inc.                                                 

      -  Competition  in  the  development  of  distribution   technologies  and
equipment includes:                                                             

--   broadband distribution  technologies used in cable Internet access services
offered by companies such as AtHome Corporation and Road Runner Group 

--   advanced telephone-based access services offered through digital subscriber
line technologies offered by local telecommunications companies       

--   other  advanced  digital  services  offered  by  broadcast,  satellite  and
wireless companies                                                    

--   television-based  interactive  computer services,  such as those offered by
Microsoft's WebTV                                                     

--   personal  digital  assistants,  enhanced  mobile phones and other equipment
offering functional equivalents to our features                       

         Some of our present  competitors and potential  future  competitors may
have greater financial, technical, marketing or personnel resources than us. The
competitive  environment  could  have a variety  of  adverse  effects on us. For
example, it could:                                                              

-    require price reductions in the  subscription  fees for online services and
     require  increased  spending  on  marketing,   network  capacity,   content
procurement and product development                                   

-    negatively impact our ability to generate greater revenues and profits from
     sources  other  than  online  service   subscription   revenues,   such  as
advertising and electronic commerce                                   

-    limit our  opportunities  to enter into or renew  agreements  with  content
providers and distribution partners                                   

-    limit our ability to develop new products and services                     

-    limit our ability to continue to grow or sustain our subscriber base       

-    require price reductions in our enterprise software products               

-    result in a loss of our market share in the enterprise software industry   

-    require an increase in our sales and marketing expenditures,  and result in
     a reduction in our advertising revenues, relating to our Netcenter Internet
portal                                                                

         Any of the foregoing events could have an adverse impact on revenues or
result in an  increase in costs as a  percentage  of  revenues,  either of which
could have a material  adverse effect on our business,  financial  condition and
operating results.                                                              

We Need to Manage Integration of Our Mergers and Acquisitions                   

         In March 1999 we  completed  the merger  with  Netscape  Communications
Corporation,  a leading  provider of software and  services for Internet  users,
including   Netscape   Netcenter,   and  the  Netscape  Navigator  and  Netscape
Communicator  browsers. The Netscape merger involves risks, including successful
integration and management of the acquired technology,  operations and personnel
of Netscape.  The  integration of America Online and Netscape will be a complex,
time consuming process and may result in a disruption of the combined company if
not  completed  in a timely and  efficient  manner.  The  combined  company must
operate  as  a  combined   organization   utilizing   common   information   and
communications  systems,   operating  procedures,   financial  controls,   human
resources  practices and other shared  infrastructure.  There may be substantial
difficulties,  costs  and delay  involved  in  integrating  America  Online  and
Netscape,  including potential  incompatibility of business cultures,  perceived
adverse changes in client service  standards or business focus,  potential sales
channel  conflicts,  the loss of key  employees  and  diversion  of attention of
management from other ongoing  business  concerns.  There can be no assurance we
will be able to successfully  manage and operate Netscape.  Any of these factors
could have a material  adverse effect on our business,  financial  condition and
operating results.                                                              

         Additionally,   we  have  acquired  and  merged  with  several  smaller
companies  over  the last  several  years.  The  integration  of these  acquired
businesses may also lead to the loss of key employees of the acquired  companies
and  diversion  of the  attention  of  existing  management  from other  ongoing
business concerns.                                                              

Potential  Year 2000 Problems May Have an Adverse  Effect on Our  Operations and
Ability to Offer Products and Services Without Interruption                     

         America  Online  utilizes a  significant  number of  computer  software
programs  and  operating  systems  across  its  entire  organization,  including
applications   used  in  operating  its  online  services  and  Web  sites,  the
proprietary  software of the AOL and CompuServe  services,  Netscape  Enterprise
Group software products,  member and customer services,  network access, content
providers,  joint ventures and various administrative and billing functions.  To
the  extent  that these  applications  contain  source  codes that are unable to
appropriately   interpret  the  upcoming  calendar  year  2000,  some  level  of
modification, or even possibly replacement may be necessary.                    

         In 1997,  America Online appointed a Year 2000 Task Force to perform an
audit to assess the scope of America  Online's risks and bring its  applications
into  compliance.  This Task  Force is  undertaking  its  assessment  of America
Online's  company-wide  compliance and is overseeing  testing.  America Online's
system  hardware  components,  client and host  software,  current  versions  of
Netscape   Enterprise  Group  software  products  and  corporate   business  and
information  systems  are  currently  undergoing  review and  testing.  To date,
America Online has  experienced few problems  related to Year 2000 testing,  and
the problems that have been identified are in the process of being addressed.   

         America Online intends to make Year 2000 compliant  certain versions of
the client  software  for the AOL service and the  CompuServe  service  that are
available on the Windows and Macintosh operating systems, as well as versions of
Netscape  software  products that are currently  shipped.  These versions of the
software  expected  to  be  certified   incorporate   proprietary  software  and
third-party  component  software,   including  a  third-party  Internet  browser
utilized  in most  versions,  that may not be Year 2000  compliant,  and testing
continues. America Online has not tested, and does not expect to certify as Year
2000 compliant,  certain older versions of this software. A patch or upgrade may
be required for members or customers  using some of these versions of the client
software to achieve Year 2000 compliance. Over the coming months, America Online
will  continue  these  efforts  and will make  available  free  patches  or free
upgrades  to  members  of  the  online  services  and  will  communicate   their
availability.  America Online has developed,  and will be implementing  over the
remainder of the year, a program for members to upgrade to a Year 2000 compliant
version of the browser,  or to a version of the client  software that contains a
Year  2000  compliant  browser.   With  respect  to  America  Online's  Netscape
Enterprise  Group  software  business,  testing  continues on currently  shipped
products.  America  Online also will make  available  at no  additional  cost to
customers any required  patch or upgrade to the versions of Netscape  Enterprise
Group software  products  currently  being shipped to customers and  communicate
their availability.  In addition, America Online will be encouraging members and
customers  to upgrade to versions of the  software  that are expected to be Year
2000 compliant, if they have not already done so.                               

         In addition,  America Online is continuing to gather  information  from
its vendors, joint venture partners and content partners about their progress in
identifying  and  addressing  problems that their  computer  systems may face in
correctly  processing date information  related to the Year 2000. America Online
intends to continue  its efforts to seek  reassurances  regarding  the Year 2000
compliance of vendors, joint venture partners and content partners. In the event
any third parties cannot timely provide  America Online with content,  products,
services or systems that meet the Year 2000 requirements, the content on America
Online's  services,  access to America Online's  services,  the ability to offer
products  and  services  and the ability to process  sales  could be  materially
adversely affected.                                                             

         The costs incurred  through March 1999 to address Year 2000  compliance
were approximately $7 million.  America Online currently estimates it will incur
a total  of  approximately  $20  million  in  costs to  support  its  compliance
initiatives. America Online cannot predict the outcome of its Year 2000 program,
whether  third  party  systems  are or will be Year  2000  compliant,  the costs
required  to  address  the Year 2000  issue,  or  whether a failure  to  achieve
substantial  Year 2000 compliance will have a material adverse effect on America
Online's  business,  financial  condition or results of  operations.  Failure to
achieve Year 2000 compliance  could result in  interruptions  in the work of its
employees,  the  inability of members and customers to access  America  Online's
online  services and Web sites or errors and defects in the Netscape  Enterprise
Group products.  This, in turn, may result in the loss of subscription  services
revenue,  advertising and commerce revenue or enterprise  solution revenue,  the
inability  to  deliver  minimum  guaranteed  levels  of  traffic,  diversion  of
development  resources,  or increased service and warranty costs.  Occurrence of
any of these  may also  result  in  additional  remedial  costs  and  damage  to
reputation.                                                                     

         America  Online is in the process of developing a  contingency  plan to
address  possible  risks to its  systems.  It is America  Online's  intention to
finalize its contingency plan no later than July 1999.                          

The Price of Our Common Stock is Volatile                                       

         The trading  price of our common  stock has been and may continue to be
subject to wide  fluctuations  over short and long  periods of time.  During the
last year,  the closing  sale  prices of our common  stock on the New York Stock
Exchange  ranged  from  $17.25 to  $175.25.  Our stock  price may  fluctuate  in
response to a number of events and factors, such as:                            

-    quarterly variations in financial results and membership growth and usage  

-    the  announcement  of  technological  innovations,  mergers,  acquisitions,
     strategic  partnerships  or new product  offerings by America Online or its
competitors                                                           

-    the entrance of new competitors into the online services market            

-    changes in financial  estimates and  recommendations by securities analysts
and news reports relating to trends in the Internet-related markets   

-    the operating and stock price performance of other companies that investors
may deem comparable                                                   

         In addition,  the market  prices for  Internet-related  companies  have
experienced volatility that often has not been directly related to the operating
performance of such companies.  Market and industry  fluctuations  may adversely
affect the price of our common stock, regardless of our operating performance.  

 Where You Can Find More Information

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange Commission.  You may read and
copy  any  document  we file  with the  Commission  at the  Commission's  public
reference room at 450 Fifth Street,  N.W.,  Washington,  D.C. 20549. Please call
the Commission at 1-800-SEC-0330 for further information on the public reference
room.  Our  Commission   filings  are  also  available  to  the  public  at  the
Commission's web site at http://www.sec.gov.                                    

         The Commission  allows us to "incorporate by reference" the information
we file with them, which means that we can disclose important information to you
by referring you to those documents.  The information  incorporated by reference
is considered to be part of this prospectus,  and information that we file later
with the Commission will automatically update and supersede this information. We
incorporate  by reference the documents  listed below and any future  filings we
will make with the Commission  under Sections 13(a),  13(c ), 14 or 15(d) of the
Securities  Exchange Act prior to the termination of the offerings  described in
this prospectus:                                                                

     (a)  Annual  Report on Form 10-K for the fiscal  year  ended June 30,  1998
      (SEC file number 001-12143 and filing date of September 28, 1998);

     (b)  Quarterly  Report  on  Form  10-Q,  for  the  quarterly  period  ended
          September  30,  1998 (SEC file  number  001-12143  and filing  date of
November 6, 1998);                                          

     (c)  Quarterly Report on Form 10-Q, for the quarterly period ended December
          31, 1998 (SEC file number  001-12143  and filing date of February  10,
1999);                                                      

     (d)  Quarterly Report on Form 10-Q for the quarterly period ended March 31,
    1999 (SEC file number 001-12143 and filing date of May 7, 1999);

     (e)  Proxy  Statement on Schedule 14A for the 1998 Annual Meeting (SEC file
number 001-12143 and filing date of September 28, 1998);    

     (f)  Current  Report  on Form 8-K dated  August  4,  1998 (SEC file  number
001-12143 and filing date of August 5, 1998);               

     (g)  Current  Report on Form 8-K dated  September 28, 1998 (SEC file number
001-12143 and filing date of September 29, 1998);           

     (h)  Current  Report on Form 8-K dated  November  23, 1998 (SEC file number
001-12143 and filing date of November 24, 1998);            

     (i)  Current  Report on Form 8-K dated  February  1, 1999 (SEC file  number
001-12143 and filing date of February 11, 1999);            

     (j)  Current  Report on Form 8-K dated  November  9, 1998 (SEC file  number
001-12143 and filing date of February 17, 1999);            

     (k)  Current  Report on Form 8-K  dated  March  17,  1999 (SEC file  number
001-12143 and filing date of March 26, 1999);               

     (l)  Current  Report on Form 8-K/A  dated  March 17,  1999 (SEC file number
001-12143 and filing date of April 21, 1999);               

     (m)  Current  Report on Form 8-K  dated  April  21,  1999 (SEC file  number
001-12143 and filing date of April 21, 1999);               

     (n)  Current  Report  on Form 8-K  dated  May 21,  1999  (SEC  file  number
001-12143 and filing date of May 27, 1999); and             

     (o)  The  descriptions  of our capital  stock,  including  preferred  share
          purchase  rights,  which are contained in  registration  statements on
          Form 8-A under the Exchange Act,  including any  amendments or reports
filed for the purpose of updating such descriptions.        

         You may  request a copy of these  filings,  at no cost,  by  writing or
telephoning as follows:                                                         

America Online, Inc.                        
Attention: Investor Relations               
22000 AOL Way                               
Dulles, VA 20166                            
(703) 265-2741                              
IR@aol.com                                  

         This  prospectus  is part of a  registration  statement  on Form S-3 we
filed  with the SEC  under  the  Securities  Act.  You  should  rely only on the
information or representations  provided in this prospectus.  We have authorized
no one to provide you with different information.  We are not making an offer of
these  securities in any state where the offer is not permitted.  You should not
assume that the  information in this prospectus is accurate as of any date other
than the date on the front of the document.                                     

Forward-Looking Statements

         This  prospectus  and the documents  incorporated  by reference in this
prospectus contain forward-looking statements.  These forward-looking statements
are based on our  current  expectations,  estimates  and  projections  about our
industry, management's beliefs and certain assumptions made by us. Words such as
"anticipates,"  "expects,"  "intends," "plans," "believes," "seeks," "estimates"
and  variations of these words or similar  expressions  are intended to identify
forward-looking  statements.  These  statements  are not  guarantees  of  future
performance and are subject to certain risks, uncertainties and assumptions that
are difficult to predict.  Therefore, our actual results could differ materially
from those expressed or forecasted in any forward-looking statements as a result
of a variety of factors,  including  those set forth in "Risk Factors" above and
elsewhere in, or incorporated by reference into, this  prospectus.  We undertake
no obligation to update publicly any forward-looking  statements for any reason,
even if new information becomes available or other events occur in the future.  

 Use Of Proceeds

         The selling stockholders are offering all of the shares of common stock
covered by this  prospectus.  We will not receive any proceeds  from the sale of
these shares.                                                                   

Selling Stockholders

         The  following  table sets forth the number of shares  owned by each of
the selling stockholders.  All information contained in the table below is based
upon their beneficial ownership as of July 21, 1999. We are not able to estimate
the amount of shares  that will be held by the  selling  stockholders  after the
completion of this offering  because the selling  stockholders  may offer all or
some of their shares and because there currently are no agreements, arrangements
or understandings with respect to the sale of any of their shares. The following
table assumes that all of the shares being  registered will be sold. The selling
stockholders  are not making any  representation  that any shares covered by the
prospectus will be offered for sale. The selling  stockholders reserve the right
to accept or reject, in whole or in part, any proposed sale of shares.          

                                                        [Enlarge/Download Table]

                                     Number of Shares  Number of Shares  Percent of Outstanding
                                      Beneficially      Registered for      Shares After the   
Name of Selling Stockholder              Owned            Sale Hereby            Offering      

                                                                                               
Charles Frankel (1)                     130,664            130,664                  --         
Justin Frankel (1)                      522,661            522,661                  --         
Lighthouse Communications (1)             7,423              7,423                  --         
Rex Manz (1)                             22,272             22,272                  --         
Thomas Aaron Pepper (1)                  37,120             37,120                  --         
Adam Ventures, L.P.                       1,643              1,479                  --         
Allen & Company Incorporated (2)        189,737            170,764                  --         
Craig Allen                               1,294              1,164                  --         
Robert Allison                            8,627              7,765                  --         
Angel Investors, L.P.                     1,643              1,479                  --         
ATGF II                                  52,592             47,333                  --         
Fritz Beesemyer                          11,020              9,918                  --         
Edward Bennett                           46,552             41,897                  --         
Joni Berkley                              1,552              1,397                  --         
David Brill                               1,863              1,677                  --         
Gaby Brink                                1,034                931                  --         
Rebecca Cherkoss                            310                279                  --         
Digital Ventures Limited                256,841            231,157                  --         
Scott Epstein                            34,391             30,952                  --         
Fayette High Tech Partnership            95,623             86,061                  --         
Joshua Felser                           143,891            129,502                  --         
Jon Gavenman                                196                177                  --         
Robert Grady                              1,583              1,425                  --         
Timothy Hodges                              724                652                  --         
Imagine Media, Inc.                     202,768            182,492                  --         
Intel Corporation                       131,481            118,333                  --         
Edward Koller                             6,762              6,086                  --         
Bryant Levin                            138,150            124,335                  --         
Steven Lewis                             46,593             41,934                  --         
Linc Capital, Inc.                       13,087             11,779                  --         
Dana Lyon                                 1,643              1,479                  --         
Emeric McDonald                          13,147             11,833                  --         
Brian McLoughlin                          8,627              7,765                  --         
New Millenium Partners                   16,435             14,791                  --         
Janet Noel                                  827                745                  --         
Pacific Technology Ventures USA L.P.    238,558            214,703                  --         
The Phoenix Partners III L.P. (3)        30,453             27,408                  --         
The Phoenix Partners IIIB L.P. (4)       16,434             14,791                             
The Phoenix Partners IV L.P. (5)         79,758             71,783                  --         
Joshua Pickus                               985                887                  --         
Scott Pinizzotto                          2,484              2,236                  --         
Ronald Posner                            35,297             31,768                  --         
David Samuel                            270,115            243,104                  --         
Schibsted ASA                            25,728             23,156                  --         
Robert Senoff                            12,942             11,648                  --         
David Shuman (2)                          1,552              1,397                  --         
Sony Music Entertainment, Inc.          169,146            152,232                  --         
Staenburg Private Capital                13,147             11,833                  --         
Steven Tonsfeldt                            196                177                  --         
Trans Cosmos USA, Inc.                   32,870             29,583                  --         
James Van Huysse                         18,844             16,960                  --         
VLG Investments 1999                        920                828                  --         
Thomas Wang                                 621                559                  --         
Douglas Weaver                              310                279                  --         


(1)  Pursuant to an Escrow Agreement with America Online dated May 28, 1999, 10%
     of the shares of common  stock held by the  selling  stockholder  and being
registered hereby may not be sold until May 28, 2000.                 

(2)  The  shares  held of record by Allen & Company  are  beneficially  owned by
    certain directors and officers of Allen & Company, including David Shuman.

(3)  The Phoenix  Management  Partners III is the general partner of The Phoenix
     Partners  III L.P.,  and the  general  partner  of The  Phoenix  Management
     Partners III is David Johnston. Mr. Johnston disclaims beneficial ownership
of the shares held by The Phoenix Partners III L.P.                   

(4)  The Phoenix  Management  Partners III is the general partner of The Phoenix
     Partners  IIIB L.P.,  and the  general  partner of The  Phoenix  Management
     Partners III is David Johnston. Mr. Johnston disclaims beneficial ownership
of the shares held by The Phoenix Partners III L.P.                   

(5)  The  Phoenix  Management  IV LLC  is the  general  partner  of The  Phoenix
     Partners IV L.P., and the managing member of The Phoenix  Management IV LLC
     is David  Johnston.  Mr.  Johnston  disclaims  beneficial  ownership of the
shares held by The Phoenix Partners IV L.P.                           

         The selling stockholders received their shares of common stock pursuant
to either our merger with Spinner  Networks,  Inc. or our merger with  Nullsoft,
Inc., both of which occurred in May 1999.                                       

         The  stockholders  who received  their  shares  pursuant to the Spinner
merger are parties to a Registration  Rights Agreement dated as of May 28, 1999,
in which we agreed to register their shares in a registration statement,  and to
keep such registration  statement effective for a period of one year. Several of
those selling stockholders  currently hold positions with America Online. Joshua
Felser and David  Samuel  are each vice  presidents  of America  Online and Joni
Berkley,  David  Brill,  Janet Noel and Thomas Wang also are employed by America
Online.                                                                         

         The  stockholders  who received  their shares  pursuant to the Nullsoft
merger are parties to a Registration  Rights Agreement dated as of May 28, 1999,
in which we agreed to include  their  shares in any  registration  statement  we
filed within one year of the date of the  Registration  Rights  Agreement (other
than on Forms S-4 or S-8), and to keep such registration statement effective for
a  period  of 90  days.  One of  those  selling  stockholders,  Justin  Frankel,
currently holds a position with America Online.                                 

         This prospectus also covers any additional  shares of common stock that
become issuable in connection with the shares being  registered by reason of any
stock  dividend,  stock split,  recapitalization  or other  similar  transaction
effected  without the receipt of  consideration  which results in an increase in
the  number of our  outstanding  shares  of  common  stock.  In  addition,  this
prospectus  covers the preferred stock purchase rights that currently trade with
America  Online's  common  stock and entitle  the holder to purchase  additional
shares of common stock under certain circumstances.                             

Plan Of Distribution

         We  are   registering  the  common  stock  on  behalf  of  the  selling
stockholders.  As used in  this  prospectus,  the  term  "selling  stockholders"
includes pledgees,  transferees or other  successors-in-interest  selling shares
received from the selling  stockholders as pledgors,  borrowers or in connection
with other  non-sale-related  transfers after the date of this prospectus.  This
prospectus  may  also  be  used  by  transferees  of the  selling  stockholders,
including  broker-dealers or other transferees who borrow or purchase the shares
to  settle or close out short  sales of  shares  of common  stock.  The  selling
stockholders  will act  independently  of us in making decisions with respect to
the timing,  manner, and size of each sale or non-sale related transfer. We will
not receive any of the proceeds of this offering.                               

         The selling  stockholders are offering shares of common stock that they
received  either in  connection  with our merger with Spinner or Nullsoft.  This
prospectus covers their resale of up to 2,863,053 shares of common stock.       

         The selling stockholders may sell their shares of common stock directly
to purchasers from time to time. Alternatively, they may from time to time offer
the common stock to or through  underwriters,  broker/dealers or agents, who may
receive  compensation  in the form of  underwriting  discounts,  concessions  or
commissions  from the selling  stockholders or the purchasers of such securities
for whom they may act as agents. The selling  stockholders and any underwriters,
broker/dealers  or agents that  participate in the  distribution of common stock
may be deemed to be "underwriters"  within the meaning of the Securities Act and
any  profit  on the  sale of such  securities  and any  discounts,  commissions,
concessions   or  other   compensation   received   by  any  such   underwriter,
broker/dealer  or  agent  may  be  deemed  to  be  underwriting   discounts  and
commissions under the Securities Act.                                           

         The  common  stock  may be  sold  from  time  to  time  in one or  more
transactions at fixed prices,  at prevailing  market prices at the time of sale,
at varying prices  determined at the time of sale or at negotiated  prices.  The
sale  of the  common  stock  may be  effected  by  means  of one or  more of the
following transactions (which may involve crosses or block transactions):       

-    on any national securities exchange, such as the NYSE, or quotation service
on which the common stock may be listed or quoted at the time of sale,
-    in the over-the-counter market,                                            
-    in  transactions  otherwise  than on such  exchanges  or services or in the
over-the-counter market or                                            
-    through the purchase and sale of over-the-counter options.                 

         In connection with sales of the common stock or otherwise,  the selling
stockholders may enter into hedging transactions with broker/dealers,  which may
in turn engage in short  sales of the common  stock in the course of hedging the
positions they assume. The selling stockholders may also sell common stock short
and deliver  common stock to close out such short  positions,  or loan or pledge
common stock to broker/dealers that in turn may sell such securities.           

         At the time a  particular  offering  of the  common  stock  is made,  a
prospectus supplement, if required, will be distributed which will set forth the
aggregate  amount  common  stock being  offered  and the terms of the  offering,
including the name or names of any underwriters,  broker/dealers or agents,  any
discounts,  commissions  and  other  terms  constituting  compensation  from the
selling  stockholders and any discounts,  commissions or concessions  allowed or
reallowed or paid to broker/dealers.                                            

         To  comply  with  the  securities  laws of  certain  jurisdictions,  if
applicable,  the common stock will be offered or sold in such jurisdictions only
through registered or licensed brokers or dealers.                              

        The selling stockholders will be subject to applicable provisions of the
Exchange Act and the rules and  regulations  thereunder,  which  provisions  may
limit  the  timing of  purchases  and  sales of any of the  common  stock by the
selling  stockholders.  The  foregoing  may  affect  the  marketability  of such
securities.                                                                     

         Pursuant  to  the  Registration   Rights  Agreement  with  the  selling
stockholders  who  received  their  shares of common  stock in the mergers  with
Spinner and Nullsoft,  all expenses of the registration of the common stock will
be paid by us, including, without limitation,  Commission filing fees; provided,
however,  that the selling stockholders will pay all underwriting  discounts and
selling commissions,  if any. The selling stockholders will be indemnified by us
against  certain civil  liabilities,  including  certain  liabilities  under the
Securities Act, or will be entitled to contribution in connection therewith.  We
will be indemnified by the selling stockholders  severally against certain civil
liabilities,  including certain liabilities under the Securities Act, or will be
entitled to contribution in connection therewith.                               

 Legal Matters

         The validity of the  Securities  offered hereby is being passed upon by
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. The Vice Chairman of America
Online also serves as Of Counsel to Mintz,  Levin and owns an aggregate of 1,259
shares of common stock and options to purchase 2,592,000 shares of common stock.
Attorneys  of Mintz Levin and certain  members of their  families and trusts for
their own benefit own an  aggregate  of  approximately  5,600  shares of America
Online common stock.                                                            

 Experts

         Ernst & Young LLP, independent auditors,  have audited our consolidated
financial  statements  included  in our Annual  Report on Form 10-K for the year
ended June 30, 1998, and  supplemented  in our Current Reports on Form 8-K dated
November 9, 1998 and on Form 8-K/A dated March 17,  1999,  as set forth in their
reports, which are incorporated by reference in this prospectus and elsewhere in
the  registration  statement.  Our  financial  statements  are  incorporated  by
reference in reliance on Ernst & Young LLP's reports,  given on their  authority
as experts in accounting and auditing.                                          

 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution                           

         The following  sets forth the expenses in connection  with the issuance
and distribution of the securities  being  registered,  other than  underwriting
discounts and  commissions.  All such expenses shall be borne by America Online.
All amounts set forth below are estimates, other than the SEC registration fee. 

SEC Registration Fee                                      $95,885       
New York Stock Exchange additional listing fee             14,750       
Accounting Fees and Expenses                               10,000       
Miscellaneous                                              10,000       
                                                    ------
TOTAL                                                    $130,635       
                                                  ========

Item 15.  Indemnification of Officers and Directors                             

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

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

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

         Article Ninth of the Registrant's Restated Certificate of Incorporation
(incorporated by reference  herein) provides for  indemnification  of directors,
officers and other persons as follows:                                          

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

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

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

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

         Article Five of the  Registrant's  Restated  By-Laws  (incorporated  by
reference herein) provides that:                                                

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

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

                  Right of  Indemnitees  to Bring  Suit.  If a claim  under  the
         section  "Right  to   Indemnification"  or  "Right  to  Advancement  of
         Expenses" of this Article is not paid in full by the Corporation within
         sixty  (60)  days  after a  written  claim  has  been  received  by the
         Corporation,  except  in the  case of a  claim  for an  advancement  of
         expenses,  in which case the  applicable  period  shall be twenty  (20)
         days, the Indemnitee may at any time thereafter  bring suit against the
         Corporation to recover the unpaid amount of the claim. If successful in
         whole  or in  part  in  any  such  suit,  or in a suit  brought  by the
         Corporation to recover an advancement of expenses pursuant to the terms
         of an undertaking, the Indemnitee shall also be entitled to be paid the
         expenses of prosecuting or defending such suit. In (1) 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 (2) in any
         suit brought by the  Corporation  to recover an advancement of expenses
         pursuant  to the  terms of an  undertaking,  the  Corporation  shall be
         entitled to recover such expenses upon a final  adjudication  that, the
         Indemnitee has not met any applicable  standard for indemnification set
         forth in the Delaware  General  Corporation Law. Neither the failure of
         the Corporation  (including its board of directors,  independent  legal
         counsel, or its stockholders) to have made a determination prior to the
         commencement  of such suit that  indemnification  of the  Indemnitee is
         proper  in  the  circumstances  because  the  Indemnitee  has  met  the
         applicable  standard  of  conduct  set  forth in the  Delaware  General
         Corporation  Law,  nor  an  actual  determination  by  the  Corporation
         (including its board of directors,  independent  legal counsel,  or its
         stockholders) that the Indemnitee has not met such applicable  standard
         of conduct,  shall create a presumption that the Indemnitee has not met
         the  applicable  standard  of  conduct  or,  in the case of such a suit
         brought  by the  Indemnitee,  be a defense  to such  suit.  In any suit
         brought by the Indemnitee to enforce a right to  indemnification  or to
         an advancement of expenses hereunder,  or brought by the Corporation to
         recover  an  advancement  of  expenses  pursuant  to  the  terms  of an
         undertaking,  the burden of proving that the Indemnitee is not entitled
         to be  indemnified,  or to such  advancement  of  expenses,  under this
Article or otherwise shall be on the Corporation.             

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

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

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

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

Item 16.  Exhibits.                                                             

Exhibit No.      Description                                                    

4.1              Article 4, Article 6 and Article 8 of the Restated  Certificate
                 of Incorporation of America Online,  Inc. (Filed as Exhibit 3.1
                 to America  Online's  Annual report on Form 10-K for the fiscal
                 Year ended June 30, 1997 and incorporated herein by reference.)
4.2              Amendment of Section A of Article 4 of the Restated Certificate
                 of Incorporation of America Online,  Inc. (Filed as Exhibit 4.1
                 to  America  Online's  Registration   Statement  on  Form  S-3,
                 Registration  No.  333-  46633  and   incorporated   herein  by
reference.)                                   
4.3              Restated By-Laws of America Online,  Inc. (Filed as Exhibit 3.5
                 to the  Registrant's  Annual Report on Form 10-K for the fiscal
                 year ended June 30, 1998 and incorporated herein by reference.)
4.4              Rights  Agreement  dated as of May 12,  1998,  between  America
                 Online,  Inc. and  BankBoston,  N.A., as Rights Agent (Filed as
                 Exhibit 4.1 to the  Registrant's  Quarterly Report on Form 10-Q
                 for the quarter ended March 31, 1998 and incorporated herein by
reference.)                                   
5.1              Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
    regarding the legality of securities being offered
23.1             Consent of Ernst & Young LLP                                   
23.2             Consent of Mintz, Levin, Cohn, Ferris,  Glovsky and Popeo, P.C.
                 (included   in  their   opinion   filed  as  Exhibit   5.1  and
incorporated herein by reference)             
24.1             Powers of  Attorney  (included  in the  signature  pages to the
Registration Statement)                       

Item 17.  Undertakings.                                                         

A.  Rule 415 Offering                                         

The undersigned registrant hereby undertakes:                 

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

                  (i) To include any prospectus  required by Section 10(a)(3) of
the Securities Act of 1933.                                                     

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high 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 a 20% 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 (1)(i) and (1)(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  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. Filings Incorporating Subsequent Exchange Act Documents by Reference

         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 section 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. Request for Acceleration of Effective Date                 

         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, the registrant has
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  thereunto duly authorized, in the County of Loudoun,  Commonwealth
of Virginia, on July 21, 1999.                                                  

AMERICA ONLINE, INC.

    By: /s/ J. MICHAEL KELLY
                            J. Michael Kelly, Senior Vice President,
                          Chief Financial Officer, Treasurer and
       Assistant Secretary

 POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below  constitutes and appoints Stephen M. Case,  Kenneth J. Novack,  J.
Michael  Kelly,  Sheila A. Clark and James F.  MacGuidwin  and each of them, his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this  registration  statement (and any other  registration  statement for the
same offering that is to be effective upon filing  pursuant to Rule 462(b) under
the Securities Act of 1933) and to file the same with all exhibits thereto,  and
all  documents  in  connection  therewith,  with  the  Securities  and  Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and  agents  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof. This power of
attorney may be executed in counterparts.                                       

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated in one or more counter-parts.             

                                                        [Enlarge/Download Table]

SIGNATURE                   TITLE                                          DATE      

                                                                                     
 /s/ STEPHEN M. CASE        Chairman  of  the  Board  and  Chief        July 21, 1999
Stephen M. Case             Executive Officer (principal executive                   
                            officer)                                                 

                                                                        July 21, 1999
 /s/ ROBERT W. PITTMAN      President, Chief Operating Officer and                   
Robert W. Pittman           Director                                                 

 /s/ J. MICHAEL KELLY       Senior Vice President, Chief  Financial     July 21, 1999
J. Michael Kelly            Officer, Treasurer and Assistant Secretary               
                            (principal financial officer)                            

                                                                        July 21, 1999
 /s/ JAMES F. MACGUIDWIN    Vice President, Controller, Chief                        
James F. MacGuidwin         Accounting and Budget Officer (principal                 
                            accounting officer)                                      

                                                                        July 21, 1999
 /s/ DANIEL F. AKERSON      Director                                                 
Daniel F. Akerson                                                                    

                            Director                                                 

James L. Barksdale                                                                   

                                                                        July 21, 1999
 /s/ FRANK J. CAULFIELD     Director                                                 
Frank J. Caufield                                                                    

                                                                        July 21, 1999
 /s/ ALEXANDER M. HAIG, JR. Director                                                 
Alexander M. Haig, Jr.                                                               

                                                                        July 21, 1999
 /s/ WILLIAM N. MELTON      Director                                                 
William N. Melton                                                                    

                            Director                                                 

Thomas Middelhoff                                                                    

                                                                        July 21, 1999
 /s/ COLIN L. POWELL        Director                                                 
Colin L. Powell                                                                      

 /s/ FRANKLIN D. RAINES     Director                                    July 21, 1999
Franklin D. Raines                                                                   


 EXHIBIT INDEX

Exhibit No.      Description                                                    

5.1              Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
    regarding the legality of securities being offered
23.1             Consent of Ernst & Young LLP                                   
23.2             Consent of Mintz, Levin, Cohn, Ferris,  Glovsky and Popeo, P.C.
         (included in their opinion filed as Exhibit 5.1 hereto)

Dates Referenced Herein   and   Documents Incorporated By Reference

This S-3 Filing		Date		Other Filings
		6/30/97		10-K
		3/31/98		10-Q
		5/12/98
		6/30/98		10-K, 8-K
		8/4/98		8-K, S-8
		8/5/98		8-K
		9/28/98		10-K, 8-K, DEF 14A
		9/29/98		8-K
		9/30/98		10-Q
		11/6/98		10-Q
		11/9/98
		11/23/98		3, 8-K
		11/24/98		8-K
		12/31/98		10-Q
		2/1/99		3, 4, 8-K
		2/10/99		10-Q, 4
		2/11/99		3, 8-K, SC 13D, SC 13G/A
		2/17/99		8-K, S-4
		3/17/99		3, 8-K, 8-K/A, S-8
		3/26/99		8-K
		3/31/99		10-Q
		4/21/99		8-K, 8-K/A, S-3, S-4, S-8
		5/7/99		10-Q
		5/21/99		8-K
		5/27/99		424B3, 8-K, S-3
		5/28/99		424B3
		7/19/99
		7/20/99
Filed On / Filed As Of		7/21/99
		5/28/00
Top				List All Filings