Aol LLC – ‘S-3’ on 5/27/99

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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                                51±   205K 
 2: EX-4.5      Form of Indenture                                     78±   345K 
 3: EX-5.1      Legal Opinion                                          7±    41K 
 4: EX-12.1     Computation of Ratios                                  2±    10K 
 5: EX-23.1     Consent of Ernst & Young                               1      7K 

S-3   —   Registration Statement
Document Table of Contents

As filed with the Securities and Exchange Commission on May 27, 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 incorporation or organization) (I.R.S. Employer
 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. X                                              

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

                     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 
                             Registered  Price Per Share            Price(2)             Fee(3)(4)  

Debt Securities, Preferred                                                                          
Stock and Common Stock(5),                                                                          
$.01 par value,                                                                                     
Depositary Shares                                                                                   
                                                                                                    
representing Preferred          (8)            (8)               $5,000,000,000        $1,257,185.10
Stock, Warrants(6) and                                                                              
Stock Purchase Contracts(7)                                                                         


(1)      The securities  covered by this  Registration  Statement may be sold or
         otherwise  distributed  separately,  together  or as units  with  other
         securities  covered by this Registration  Statement.  This Registration
         Statement  covers  offers,   sales  and  other   distributions  of  the
         securities  listed  in this  table  from  time to time at  prices to be
         determined,  as well as Debt  Securities  issuable upon the exercise of
         Debt   Warrants  so  offered  or  sold,   shares  of  Preferred   Stock
         distributable  upon  the  termination  of  a  deposit  arrangement  for
         Depositary  Shares so  offered  or sold,  and  shares  of Common  Stock
         issuable upon the exchange or  conversion of Debt  Securities or shares
         of  Preferred  Stock so  offered or sold that are  exchangeable  for or
         convertible  into shares of Common Stock or upon the exercise of Common
Stock Warrants or rights so offered, sold or distributed.     

(2)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with  Rule  457(o)  of  the  Securities  Act of  1933.  The
         aggregate  initial public  offering price of the securities  registered
         hereby  will not  exceed  $5,000,000,000  in U.S.  dollars  or the U.S.
         dollar  equivalent in foreign  currency or currency  units. If any Debt
         Securities are issued at an original issue discount,  then the offering
         price of such Debt Securities shall be such greater principal amount as
         shall  result  in an  aggregate  initial  offering  price not to exceed
         $5,000,000,000,  less the  aggregate  dollar  amount of all  securities
         previously issued hereunder. No separate consideration will be received
         for shares of  Preferred  Stock or Common  Stock  that are issued  upon
         conversion or exchange of Debt Securities, shares of Preferred Stock or
         Depositary Shares registered hereunder or for shares of Preferred Stock
         distributed  upon  termination of a deposit  arrangement for Depositary
Shares.                                                       

(3)      The registration fee has been calculated  pursuant to Rule 457(o) under
the Securities Act of 1933.                                   

(4)      Pursuant  to  Rule  429  under  the  Securities  Act,  $450,220,000  of
         securities  are being carried  forward from  Registration  Statement on
         Form  S-3  (No.  333-57153)  for  inclusion  in  the  Prospectus  filed
         herewith.  A registration  fee of $132,814.90  has previously been paid
         with respect to such  securities.  The fee for such securities was paid
         in 1998 and thus calculated using the registration fees for fiscal year
1998.                                                         

(5)      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.

(6)      The  Warrants  covered  by  this  Registration  Statement  may be  debt
         warrants, preferred stock warrants, depositary share warrants or common
stock warrants.                                               

(7)      Stock  Purchase  Contracts  with  respect to Common  Stock or Preferred
Stock.                                                        

(8)      The amount to be registered and the proposed maximum offering price per
         unit have been omitted pursuant to Rule 457(o) under the Securities Act
of 1933 and General Instruction II.D of Form S-3.             

         This  Registration  Statement,  which is a new Registration  Statement,
also constitutes  Post-Effective  Amendment No. 1 to Registration  Statement No.
333-57153,  which was declared  effective on June 26, 1998. Such  Post-Effective
Amendment  No.  1  shall  hereafter  become  effective   concurrently  with  the
effectiveness of this Registration Statement and in accordance with Section 8(c)
of the Securities Act of 1933.  Pursuant to Rule 429 under the Securities Act of
1933, the Prospectus filed as part of this  Registration  Statement also relates
to  $450,220,000  of  securities  previously  registered  but not sold under the
registrant's   Registration   Statement  No.  333-57153.   The  $450,220,000  of
securities remaining unsold from Registration  Statement No. 333-57153 is hereby
combined  with the  $4,549,780,000  of  securities  registered  pursuant to this
Registration  Statement to enable the registrant to offer an aggregate amount of
$5,000,000,000 of securities pursuant to the combined prospectus.               

         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 May 27, 1999)                                     

$5,000,000,000
AMERICA ONLINE, INC.

 [AMERICA ONLINE LOGO]

Debt Securities, Common Stock, Preferred Stock
Depositary Shares, Warrants and Stock Purchase
 Contracts to Purchase Common Stock or Preferred Stock

We may sell, from time to time, in one or more offerings:     

o        our debt securities                                                    

o        shares of our common stock                                             

o        shares of our preferred stock                                          

o        shares of our preferred stock represented by depositary shares         

o        warrants exercisable for our debt securities,  common stock,  preferred
stock or depositary shares                                    

o        stock purchase contracts to purchase common stock or preferred stock   

         The total offering price of these  securities,  in the aggregate,  will
 not exceed $5,000,000,000. We will provide the specific terms of any securities
 we actually offer for sale in supplements to this  prospectus.  You should read
 this  prospectus and the supplements  carefully  before you decide to invest in
any of these securities.                                                      

         Our common  stock is listed on the New York Stock  Exchange,  under the
symbol "AOL." Any common stock sold pursuant to a prospectus  supplement will be
listed on the New York Stock Exchange.                                          

         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.                                                               

         This  prospectus  may  not  be  used  to  consummate  the  sale  of any
securities unless accompanied by a prospectus supplement.                       

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:                                                       

o        the interactive online services business,  comprised of the Interactive
         Services  Group,   the  Interactive   Properties   Group  and  the  AOL
         International Group, and o 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: o the AOL service, a worldwide Internet online
service with more than 17 million members o the CompuServe  service, a worldwide
Internet online service with approximately 2 million members                    

o        the Netscape  Netcenter,  an Internet  portal with more than 15 million
registered users                                              

o        the AOL.COM portal                                                     

o        the Netscape Navigator and Communicator browsers                       

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

o        Digital  City,  Inc.,  the No. 1  branded  local  content  network  and
community guide on the AOL service and the Internet           

o        ICQ, a portal that provides instant  communications and chat technology
         o 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.             

Ratio Of Earnings To Fixed Charges

    The  following  table sets forth the ratio of earnings to fixed  charges for
the nine months ended March 31, 1999 and for each of the last five fiscal years.

                                                        [Enlarge/Download Table]

                                Nine Months Ended                                                
                                    March  31,             Fiscal Year Ended June 30,            
                                                   ---------------------------------------       
                                                                                                 
                                     1999        1998       1997      1996      1995       1994  
                                   -----------------------  ---------  --------- --------- ------
Ratio of Earnings to Fixed                                                                       
Charges........................     8.07x        0.28x       -        5.06x       -        1.00x 


    For purposes of computing the ratio of earnings to fixed  charges,  earnings
represent earnings from continuing  operations before income taxes plus interest
expense on  indebtedness,  amortization  of debt  discount  and  premium and the
portion of rent  expense  deemed  representative  of an interest  factor.  Fixed
charges include  interest on  indebtedness  (whether  expensed or  capitalized),
amortization of debt discount and premium and the portion of rent expense deemed
representative  of an  interest  factor.  For the years  ended June 30, 1997 and
1995, the  deficiency of earnings to fixed charges  totaled $420 million and $36
million, respectively.                                                          

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.                                        

o 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
AtHome Corporation and Road Runner Group          

o 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, Inc.

          --   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
AtHome Corporation and Road Runner Group          

      o 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.                                 

      o  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:                                                              

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

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

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

o limit our ability to develop new products and services            

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

o require price reductions in our enterprise software products      

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

      o 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  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  software products and corporate  business and information  systems are
currently undergoing review and testing. To date, America Online has experienced
very few problems related to Year 2000 testing,  and the problems that have been
identified are in the process of being fixed.                                   

         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  incorporate  proprietary  software and third-party  component software
that may not be Year 2000 compliant,  and testing continues.  A patch or upgrade
may be required for members or customers using some of these versions to achieve
Year 2000 compliance.  Over the coming months, America Online will be working to
obtain and make available any required patches or upgrades at no cost to members
of the online  services and to communicate  their  availability.  America Online
also will make  available,  at no  additional  cost to  customers,  any required
patches to the versions of Netscape 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  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
implement 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:                            

o         quarterly  variations in financial  results and membership  growth and
usage                                                       

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

o         the entrance of new competitors into the online services market       

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

o         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

         Except as set forth in an accompanying prospectus supplement, we expect
to use the net proceeds from the sale of the  securities  for general  corporate
purposes, which may include, among other things:                                

o        working capital                                                        

o        capital expenditures                                                   

o        acquisitions                                                           

o        the repayment of outstanding indebtedness                              

         When we offer a particular series of offered securities, the prospectus
supplement  relating to that offering will set forth the intended use of the net
proceeds received from that offering.                                           

 The Securities We May Offer

We may sell from time to time, in one or more offerings:      

o        our debt securities                                                    

o        shares of our common stock                                             

o        shares of our preferred stock                                          

o        shares of our preferred stock represented by depositary shares         

o        warrants exercisable for our debt securities,  common stock,  preferred
stock or depositary shares                                    

o        stock purchase contracts to purchase common stock or preferred stock   

         The total dollar  amount of all  securities  that we may issue will not
exceed  $5,000,000,000.  If we issue debt  securities  at a discount  from their
original stated  principal  amount,  then, for purposes of calculating the total
dollar amount of all securities issued under this prospectus,  we will treat the
initial  offering price of the debt  securities as the total original  principal
amount of the debt securities.                                                  

         This  prospectus  may not be used to  consummate  a sale of  securities
unless it is accompanied by a prospectus supplement.                            

         The  particular  terms  of the  securities  offered  in any  prospectus
supplement  will  be  described  in the  applicable  prospectus  supplement.  If
indicated in the  prospectus  supplement,  the terms of any such  securities may
differ from the terms  summarized  below.  The prospectus  supplement  will also
contain  information,  where  applicable,  about material  United States Federal
income tax considerations  relating to the securities offered in that prospectus
supplement, and the securities exchange, if any, on which the securities will be
listed.                                                                         

Description Of Debt Securities

Introduction                                                                  

         The  debt  securities  we may  issue  will be in one or  more  distinct
series. The debt securities may include debentures, notes or other kinds of debt
obligations.  The debt securities may be denominated in United States dollars or
in one or more foreign currencies or currency units.                            

         The  following  description  of the terms of the debt  securities  sets
forth  general  terms  that we  expect  will  apply  to any  series  of the debt
securities.  Most of the financial  terms and other specific terms of any series
of debt securities that we offer will be described in a prospectus supplement to
be attached to this prospectus.  Since the terms of specific debt securities may
differ from the general information that we have provided below, you should rely
on the  information in the prospectus  supplement  instead of the information in
this  prospectus if the  information in the  prospectus  supplement is different
than the information below.                                                     

         We  will  issue  the  debt  securities  under  a  contract  called  the
"Indenture"  between us and a Trustee,  who will be determined later.  Unless we
tell you otherwise in the applicable  prospectus  supplement,  the Indenture and
the debt  securities  will be  governed  by New York law.  The terms of the debt
securities include those stated in the debt securities and the Indenture,  those
provided for in any supplemental indenture with respect to the particular series
of debt  securities,  and those made part of the  Indenture  by reference to the
Trust  Indenture Act of 1939.  (Section 1.11 of the  Indenture.) The form of the
Indenture is contained in the registration statement that we have filed with the
Commission.  Supplemental indentures will also be filed with the Commission. See
"Where You Can Find More Information" on page 7 for information on how to obtain
a copy of the Indenture and any supplemental indenture from the Commission.     

         Unless we say otherwise,  in an applicable prospectus  supplement,  the
debt  securities  will  be  unsecured  obligations  of  America  Online.  In  an
applicable  prospectus  supplement,  we will set forth the seniority of the debt
securities  relative to any of our other  existing or future  indebtedness.  The
Indenture does not limit the total amount of debt  securities  that we can issue
under it, nor does it limit us from  incurring  or issuing  other  unsecured  or
secured  debt.  The  Indenture  moreover  does not contain any  provisions  that
protect  you in the  event we issue a large  amount of debt or are  acquired  by
another entity.                                                                 

         Because  this  description  is a summary,  it does not  describe  every
aspect of the debt  securities or the Indenture.  This summary is subject to and
qualified in its entirety by reference to all the  provisions  of the  Indenture
and of the debt securities.  For example, in this description we use capitalized
words to  signify  defined  terms that have been  given  special  meaning in the
Indenture. We describe the meaning for only some of the more important terms. We
also include  references in  parentheses  to certain  sections of the Indenture.
Whenever we refer to  particular  sections or defined  terms of the Indenture in
this prospectus or in any prospectus supplement,  such sections or defined terms
are incorporated by reference here or in the prospectus supplement.             

         This  description  also is subject to and qualified by reference to the
description of the particular terms of any particular  series of debt securities
described in a prospectus supplement.                                           

Specific Terms Of Debt Securities                                               

         The  prospectus  supplement  relating  to a  particular  series of debt
securities  will  describe  specific  terms  relating  to  each  series  of debt
securities  then being  offered.  These  terms will  include  some or all of the
following:                                                                      

o        the title and type of the debt securities                              

o        any limit on the aggregate principal amount of the debt securities     

o        the  date or  dates  on  which  the  principal,  if any,  of such  debt
         securities  will be payable,  or the method of determining or extending
         such date(s),  and the amount or amounts or the method of determination
of such principal payments                                    

o        the date or dates from which any interest will accrue, or the method of
determining such date(s)                                      

o        any rate or  rates,  which  may be fixed or  variable,  that  such debt
         securities  will  bear  interest,  or  the  method  of  determining  or
         resetting such rate or rates,  and the interest  payment dates, if any,
for such debt securities                                      

o        the place or places where any principal,  premium or interest  payments
may be made                                                   

o        the terms of  warrants,  options or other  rights to  purchase  or sell
         securities  issued  by  America  Online in  connection  with or for the
purchase of debt securities                                   

o        any optional  redemption  provisions,  including the  period(s)  within
         which,  the price(s) at which,  the currency or  currencies or currency
         units in which,  and the terms and conditions upon which, we may redeem
such debt securities, whether in whole or in part             

o        any  provisions  obligating us to  repurchase or otherwise  redeem such
         debt  securities   pursuant  to  sinking  fund  provisions,   upon  the
occurrence of a specified event or at the Holder's option     

o        if other than $1,000 denominations for Registered Securities, or $5,000
         denominations  for Bearer  Securities,  the denominations in which such
debt securities are issuable                                  

o        if other than U.S.  dollars,  the  currency or  currencies  or currency
         units in which  payment of the principal of and any premium or interest
         on the debt securities will be payable, and the terms and conditions of
any elections that may be made available with respect thereto 

o        the terms and conditions, if any, pursuant to which the debt securities
         are  convertible  into  or  exchangeable  for  common  stock  or  other
securities                                                    

o        any  index,  formula  or other  method to be used for  determining  the
         amount of any  payments  of  principal,  premium of or interest on such
debt securities                                               

o        if the maturity of such debt securities is accelerated,  the portion of
         the principal amount that will be payable if other than the outstanding
principal amount, and the method of determining such amount   

o        the person to whom any interest on such debt securities will be payable
         (if other than the  registered  Holder of such debt  securities  on the
applicable record date)                                       

o        the manner of determining  the principal  amount  outstanding  prior to
maturity if such amount is not otherwise determinable         

o        any  provisions  granting  special  rights to the  Holders of such debt
securities                                                    

o        any changes to or additional Events of Default or covenants            

o        any provisions for the payment of additional amounts on debt securities
         held by  non-U.S.  persons  in  respect  of  taxes or  similar  charges
         withheld or  deducted,  and for the  optional  redemption  of such debt
securities in lieu of paying such additional amounts          

o        any  provisions   modifying  the  defeasance  or  covenant   defeasance
provisions that apply to such debt securities                 

o        whether the debt  securities  will be issued in fully  registered  form
         without  coupons or in bearer  form,  with or without  coupons,  or any
combination of these                                          

o        the terms,  if any,  of any  guarantee  of the  payment  of  principal,
premium and interest with respect to the debt securities      

o        whether such debt  securities will be issued in whole or in part in the
         form of one or more temporary or permanent global  securities,  and, if
         so,  the  identity  of the  depository  for  such  global  security  or
securities                                                    

o        if other than the  Trustee,  the identity of the  Registrar  and Paying
Agent                                                         

o        the subordination, if any, of the debt securities                      

o        the terms of any additional security for the debt securities           

o        if  other  than the  laws of New  York,  the law  governing  such  debt
securities and the extent to which such other law governs     

o        any other specific terms of the debt securities                        

(Section 3.1 of the Indenture.)                                                 

         Unless we tell you otherwise in the applicable  prospectus  supplement,
debt securities will not be listed on any securities exchange.                  

         Unless we tell you otherwise in the applicable  prospectus  supplement,
debt securities will be issued in fully registered form without coupons. If debt
securities of any series are issued in bearer form,  the  applicable  prospectus
supplement will describe  special  restrictions  and  considerations,  including
special  offering  restrictions  and special federal income tax  considerations,
applicable to such debt  securities and to payments on and transfer and exchange
of such debt securities.  Bearer debt securities  generally will be transferable
by delivery. (Section 3.5 of the Indenture.) The Indenture refers to each Person
who is the  bearer  of a bearer  Debt  Security  as the  "Holder"  of that  Debt
Security. (Section 1.1 of the Indenture.)                                       

         If we issue  debt  securities  at an  "original  issue  discount",  the
applicable  prospectus  supplement will describe  special federal income tax and
other considerations applicable to such debt securities.                        

         If the  purchase  price of any debt  securities  is  payable in foreign
currencies or currency  units,  or if any debt  securities  are  denominated  in
foreign  currencies or currency  units, or if any debt securities are payable in
foreign currencies or currency units, the applicable  prospectus supplement will
describe the special restrictions,  elections, federal income tax considerations
and certain other important information with respect to such debt securities and
such foreign currencies or currency units.                                      

         The principal,  premium,  interest or other payments on debt securities
may be  determined by reference to an index,  formula or other  method.  Such an
index, formula or other method may be based, without limitation, on the price of
one or more  commodities,  derivatives  or securities;  one or more  securities,
derivatives or commodities exchange indices or other indices; a foreign currency
or currencies;  or any other variable or variables.  If we issue debt securities
the payments on which are based on such an index,  formula or other method,  the
applicable  prospectus  supplement  will describe  that index,  formula or other
method and special  federal  income tax and other  considerations  applicable to
such debt securities.                                                           

         No debt  security or coupon will be entitled to any benefits  under the
Indenture or be valid or  obligatory  for any purpose until the debt security or
coupon  is  authenticated  by the  manual  signature  of  one  of the  Trustee's
authorized signatories or an authenticating agent. No coupon will be valid until
the debt  security to which it pertains has been  authenticated.  We may deliver
debt securities to the Trustee for authentication, together with a company order
for the authentication and delivery of the securities. The Trustee will then, in
accordance  with the company  order,  authenticate  and deliver the  securities,
subject to special provisions for authentication of debt securities offered in a
periodic offering.  If the form or terms of the debt securities of a series have
been  established  by board  resolutions  as  permitted by the  Indenture,  when
authenticating  the  securities  the Trustee  will be  entitled to receive,  and
(subject to the Trust Indenture Act) shall be fully protected in relying upon an
opinion of counsel as to certain  matters.  The Trustee has the right to decline
to authenticate  the securities if it receives an opinion of counsel  reasonably
acceptable  to us that  states  that  the  issue  of the  debt  securities  will
adversely  affect the Trustee's  own rights,  duties,  or  immunities  under the
Indenture or otherwise in a manner  which is not  reasonably  acceptable  to the
Trustee. If all of the debt securities of any series are not to be issued at one
time,   the  documents   required  to  be  delivered  in  connection   with  the
authentication of each debt security of the series, only need be delivered at or
prior to the authentication of the first debt security of the series.           

Registered Securities                                                           

         As noted above, unless we tell you in a prospectus  supplement that the
specific debt securities described in that prospectus supplement are bearer debt
securities,  the debt  securities  will be "registered  securities".  We and the
Trustee  may treat the  Person  in whose  name a  registered  Debt  Security  is
registered  under  the  Indenture  as the owner of that  Debt  Security  for all
purposes, including for the purpose of receiving payments on that Debt Security.
(Section 3.8 of the  Indenture.)  The  Indenture  refers to each Person in whose
name a  registered  Debt  Security is  registered  as the  "Holder" of that Debt
Security. (Section 1.1 of the Indenture.)                                       

         Except as  described  below under  "Global Debt  Securities"  or in the
applicable  prospectus  supplement,  a Holder  can  exchange  or  transfer  debt
securities in registered  form at the office of the Trustee.  Unless we tell you
otherwise  in a  prospectus  supplement,  the Trustee  will act as our agent for
registering such debt securities in the names of Holders and  transferring  such
debt securities.  We may appoint another entity at any time to perform this role
or we may perform it ourselves.  The entity  performing  the role of maintaining
the  list  of  registered  Holders  and  performing   transfers  is  called  the
"Registrar". (Sections 3.5 and 9.2 of the Indenture.)                           

         Unless we tell you otherwise in the applicable prospectus supplement, a
Holder  seeking to transfer or exchange a registered  Debt  Security will not be
required to pay a service  charge to us, the Registrar or the Trustee,  but such
Holder may be required to pay any tax or other  governmental  charge  associated
with the transfer or exchange. (Section 3.5 of the Indenture.)                  

         If you are not the Holder of any debt  securities in  registered  form,
your  rights  relating  to those debt  securities  will be  governed  in part by
applicable  laws and by the account  rules and  policies of the broker,  bank or
financial  intermediary through which you invest in such debt securities and any
other financial intermediary that holds interests directly or indirectly in such
debt securities  (including any Depository  referred to below under "Global Debt
Securities").  Neither we nor the Trustee has any responsibility for the account
rules,  policies,  actions  or records of any  broker,  bank or other  financial
intermediary  through which you hold,  directly or indirectly,  your  beneficial
interest in a Debt Security in registered form.                                 

         If you are not the holder of any debt  securities in  registered  form,
you should  consult the broker,  bank or other  financial  intermediary  through
which you  invest  in the debt  securities  for  information  on your  rights in
respect  of the debt  securities.  In  particular,  you  should ask how you will
receive payments, and whether you will be able to provide instructions as to how
such broker, bank or other financial  intermediary should exercise the rights of
a "Holder" under the Indenture.                                                 

Global Debt Securities                                                          

         Registered  Global  Securities.   We  may  specify  in  the  applicable
prospectus supplement that the debt securities of a series will be issued in the
form of fully  registered  global  securities,  which  we will  refer to in this
prospectus as "Registered Global Securities".  Registered Global Securities will
be registered in the name of a financial  institution we select.  This financial
institution,  which  will be the sole  direct  Holder of the  Registered  Global
Securities,  is called the "Depository".  We will identify any Depository in the
applicable  prospectus  supplement.  Any person  wishing to own a Debt  Security
represented by a Registered  Global  Security must do so indirectly by virtue of
an account with a broker, bank or other financial  intermediary that in turn has
an account with the  Depository,  or with another  financial  intermediary  that
itself has an account with the Depository.  The debt  securities  represented by
the Registered Global Securities may not be transferred to the name of any other
Holder unless the special circumstances described below occur.                  

         Special Investor  Considerations for Registered Global Securities.  Our
obligations  with  respect  to  Registered  Global  Securities,  as  well as the
obligations of the Trustee and those of any third parties  employed by us or the
Trustee,  run  only  to  Persons  who  are  registered  Holders  of  those  debt
securities.  For example, once a payment on a Registered Global Security is made
to the Depository, as sole Holder of that Registered Global Security, neither we
nor the Trustee has any further  responsibility  for that  payment even if it is
not passed  along to the  correct  owners of the  beneficial  interests  in that
Registered Global Security.                                                     

         As long as the debt  securities are  represented  by Registered  Global
Securities:                                                                     

o        You  cannot  have debt  securities  registered  in your name  under the
Indenture.                                                    

o        You cannot receive physical  certificates  from us for your interest in
the debt securities.                                          

o        You  must  look  to  your  own  bank  or  broker  or  other   financial
intermediary for payments on the debt securities.             

o        You will have no rights as a "Holder" under the  Indenture.  This means
         that, among other things, you will have no right to give any direction,
      approval or instruction directly to the Trustee under the Indenture.

o        You may not be able to sell  interests in the debt  securities  to some
         insurance  companies and other institutions that are required by law to
 own their debt securities in the form of physical certificates.

o        The Depository's  policies will govern payments,  transfers,  exchanges
         and other matters relating to the Registered  Global  Security.  We and
         the Trustee have no  responsibility  for any aspect of the Depository's
         actions or for its records of  ownership  interests  in the  Registered
         Global  Security.  We  and  the  Trustee  also  do  not  supervise  the
         Depository  in any  way.  In  addition,  we and  the  Trustee  have  no
         responsibility for the actions or records of any broker, bank, or other
         financial  intermediary through which you hold, directly or indirectly,
your beneficial interest in the Registered Global Security.   

o        Payment for purchases  and sales in the market of corporate  debentures
         and  notes is  generally  made in  next-day  funds.  In  contrast,  the
         Depository will usually  require that interests in a Registered  Global
         Security be purchased or sold within its system using  same-day  funds.
         This  difference  could  have  some  effect  on how  Registered  Global
        Security interests trade, but we do not know what that effect will be.

o        You should  consult the broker,  bank or other  financial  intermediary
         through which you invest in debt  securities  represented by Registered
         Global Securities for information on your rights in respect of the debt
         securities. In particular, you should ask how you will receive payments
         and  whether  you will be able to  provide  instructions  as to how the
         Depository   should  exercise  the  rights  of  a  "Holder"  under  the
Indenture.                                                    

         Special  Situations When Registered Global Security Will Be Terminated.
In the special situations  described in the next paragraph,  a Registered Global
Security  will  terminate  and  interests in it will be  exchanged  for physical
certificates representing debt securities.  After that exchange, we believe that
you likely will be able to choose  whether to hold debt  securities  directly in
your own name or  indirectly  through  an  account  at a bank or broker or other
financial  intermediary.  However, when a Registered Global Security terminates,
the Depository  (and not us or the Trustee) will be responsible  for determining
the names of the  institutions  that will be the initial  direct  Holders of the
debt  securities.  You must consult  your own bank or broker or other  financial
intermediary  at such  time to find  out  how to  have  your  interests  in debt
securities transferred to your own name, if you wish to become a direct Holder. 

       The special  situations for  termination of a Registered  Global Security
are:                                                                            

o        When the  Depository  notifies  us that it is  unwilling,  unable or no
         longer  qualified  to  continue  as  Depository  (unless a  replacement
Depository is named)                                          

o        We  determine  in our  sole  discretion  not to  have  any of the  debt
         securities of a series  represented by a Registered Global Security and
notify the Trustee of our decision                            

         (Section 3.5 of the  Indenture.) In addition,  a prospectus  supplement
may list  situations  for  terminating a Registered  Global  Security that would
apply  only  to the  particular  series  of  debt  securities  covered  by  that
prospectus supplement.                                                          

         Bearer Global  Securities.  The debt securities of a series may also be
issued wholly or partially in the form of one or more bearer  global  securities
(a "Bearer Global Security") that will be deposited with a Depository, or with a
nominee for such Depository, identified in the applicable prospectus supplement.
Any such Bearer Global  Securities may be issued in temporary or permanent form.
(Sections 3.4 and 3.5 of the  Indenture.) The applicable  prospectus  supplement
will  describe the  specific  terms and  procedures,  including  the  depository
arrangement,  with respect to any portion of a series of debt  securities  to be
represented by Bearer Global Securities.                                        

Payments                                                                        

         Unless we tell you otherwise in the applicable  prospectus  supplement,
we will  generally  deposit  interest,  principal and any other money due on the
debt securities,  in the designated currency,  with the Trustee, and the Trustee
will act as our agent for making payments on the debt securities.  We may change
this  appointment to another entity or perform this role  ourselves.  The entity
performing the role of making payments is called the "Paying Agent".  We may, at
our option,  make any interest payments on debt securities in registered form by
having the Trustee mail checks or make wire transfers to the registered  Holders
listed in the Registrar's  records.  (Sections 3.7(a) and 9.2 of the Indenture.)
We may also make any payments  required to be deposited with the Trustee by wire
transfer to an account  designated by the Trustee on or before the date and time
such  payments are due to be paid to the Holders.  We may also make any payments
required  to be  deposited  with the  Trustee  by wire  transfer  to an  account
designated  by the Trustee on or before the date and time such  payments are due
to be paid to the Holders.  If you are not the Holder of any debt  securities in
registered  form, you must make your own arrangements  with the bank,  broker or
other financial  intermediary through which you invest in the debt securities to
receive payments.                                                               

         Unless we tell you otherwise in the applicable  prospectus  supplement,
interest will be payable to each Holder listed in the Registrar's records at the
close of business on a particular  day in advance of each due date for interest,
even if such Holder no longer owns the Debt  Security on the  interest due date.
That  particular  day is  called  the  "Record  Date"  and will be stated in the
prospectus  supplement.  (Section 3.7(a) of the  Indenture.)  Persons buying and
selling debt securities  between a Record Date and an interest payment date must
work out between  them how to  compensate  for the fact that we will pay all the
interest for an interest period to the registered Holder on the Record Date.    

         Unless we tell you otherwise in the applicable  prospectus  supplement,
interest  payable on any Debt Security in registered form that is not punctually
paid or duly provided for on any interest  payment date will cease to be payable
to the Holder in whose name such Debt  Security is  registered  on the  relevant
Record Date.  Such  defaulted  interest will instead be payable to the person in
whose name such Debt Security is registered on the special  record date or other
specified date determined in accordance  with the Indenture.  (Section 3.7(b) of
the Indenture.)                                                                 

         We will make payments on debt securities in bearer form in the currency
and in the manner designated in the applicable prospectus supplement, subject to
any relevant laws and  regulations,  at such paying agencies  outside the United
States as we may appoint from time to time. The Paying Agents outside the United
States  initially  appointed by us for a series of debt securities will be named
in the applicable prospectus supplement.                                        

         We may at any time  designate  additional  Paying Agents or rescind the
designation  of any Paying Agents,  except that, if debt  securities of a series
are issuable as Registered Securities,  we will be required to maintain at least
one  Paying  Agent  in each  Place  of  Payment  for such  series  and,  if debt
securities of a series are issuable as Bearer Securities, we will be required to
maintain a Paying  Agent in a Place of Payment  outside the United  States where
debt  securities  of such series and any related  coupons may be  presented  and
surrendered for payment. (Section 9.2 of the Indenture.)                        

Notices                                                                         

         We and the Trustee  will send  notices  regarding  debt  securities  in
registered form only to registered  Holders,  using their addresses as listed in
the  Registrar's  records.  If you are  not the  Holder  of debt  securities  in
registered  form,  you  should  consult  the  broker,  bank or  other  financial
intermediary through which you invest in such debt securities for information on
how you will receive such  notices.  Holders of Bearer debt  securities  will be
notified by publication as described in the  prospectus  supplement  relating to
the debt securities. (Section 1.6 of the Indenture.)                            

Consolidation, Merger Or Sale                                                   

         The Indenture generally permits us to consolidate or merge with or into
another  company  or  entity  and  to  sell  or  otherwise  dispose  of  all  or
substantially all of our assets.  However,  we may not take any of these actions
unless all the following conditions are met:                                    

o        where we merge out of  existence  or sell or  otherwise  dispose of our
         assets, the surviving or acquiring firm must be a corporation,  limited
         liability  company,  partnership,  trust or other Person  organized and
         existing  under the laws of the  United  States of  America  or a State
         thereof,  and it must  agree to be legally  responsible  for all of our
obligations under the debt securities and the Indenture       

o        the transaction  must not cause a default on the debt securities and we
         must not already be in default, where a "default" is an event that with
         notice or passage of time, or both, would become an Event of Default as
provided in the Indenture                                     

o        we must deliver certificates and documents to the Trustee              

         The surviving or acquiring  Person after any such  transaction  will be
substituted for America Online under the Indenture and the debt securities,  and
all  obligations  of  America  Online  will  terminate.   (Section  7.1  of  the
Indenture.)                                                                     

Events Of Default, Notice And Rights On Default                                 

         Unless  we tell you  otherwise  in a  prospectus  supplement,  the term
"Event of Default" means, with respect to debt securities of any series,  any of
the following:                                                                  

o        We fail to pay  interest on a Debt  Security  of that series  within 30
days of its due date                                          

o        We fail to pay  principal  or any  premium on a Debt  Security  of that
  series, or we fail to deposit any mandatory sinking fund payment

o        We remain in breach of a covenant in the Indenture for 90 days after we
         receive a notice of default  stating we are in breach.  The notice must
         be sent by either  the  Trustee  or the  Holders of at least 25% of the
principal amount of the debt securities of the affected series

o        We file for  bankruptcy  or other events of  bankruptcy,  insolvency or
reorganization occur                                          

o        With respect to any  particular  series of debt  securities,  any other
         "Event of Default"  described in the applicable  prospectus  supplement
occurs                                                        

         (Section  5.1 of the  Indenture.)  An Event of Default for a particular
series of debt securities  will not  necessarily  constitute an Event of Default
for any other series of debt securities issued under the Indenture.             

         The Indenture  requires the Trustee to notify Holders of the applicable
series of debt  securities  of any  uncured  Default  within 90 days  after such
Default occurs. The Trustee may withhold notice, however, of any Default, except
for a default in the payment of  principal or  interest,  if it  considers  such
withholding of notice to be in the Holders' best interests.  (Section 6.5 of the
Indenture.)                                                                     

         If an Event of Default has occurred and has not been cured, the Trustee
or the Holders of at least 25% in principal amount of the debt securities of the
affected  series  may  declare  the entire  principal  amount  (or,  if the debt
securities of that series are original  issue  discount debt  securities or debt
securities  payable in accordance with an index,  formula or other method,  such
portion of the  principal  amount or other amount  specified  in the  prospectus
supplement) of all the debt  securities of that series to be due and immediately
payable.  (Section 5.2 of the Indenture.) The Holders of a majority in principal
amount of the debt securities of the affected series may waive, on behalf of the
Holders of all debt  securities  of such series,  any past Event of Default with
respect to that series and its  consequences,  except an Event of Default in the
payment of the  principal of or any premium or interest on any Debt Security and
specified other defaults. (Section 5.7 of the Indenture.)                       

         The Holders of a majority in principal amount of the debt securities of
the affected  series (with the debt  securities  of each such series voting as a
class) may direct the time,  method and place of conducting  any  proceeding for
any remedy available to the Trustee for such series,  or exercising any trust or
power  conferred on such Trustee  with  respect to the debt  securities  of such
series,  as  long  as such  direction  does  not  conflict  with  any law or the
Indenture and subject to other limitations. (Section 5.8 of the Indenture.)     

         Before a Holder  can bypass the  Trustee  and bring its own  lawsuit or
other  formal  legal action or take other steps to enforce its rights or protect
its interests relating to the debt securities, the following must occur:        

o        such  Holder  must give the  Trustee  written  notice  that an Event of
Default has occurred and remains uncured                      

o        the Holders of at least 25% in principal  amount of all debt securities
         of the  relevant  series  must  request  the Trustee in writing to take
         action  because of the Event of  Default,  and must offer an  indemnity
         satisfactory to the Trustee  against the cost and other  liabilities of
taking that action                                            

o        the Trustee must not have taken action for 60 days after receipt of the
above notice, request and offer of indemnity                  

o        the Holders of a majority in principal amount of the debt securities of
         that series  must not have given the  Trustee a direction  inconsistent
with the above notice                                         

(Section 5.9 of the Indenture.)                                                 

         However,  a Holder is  entitled  to bring a lawsuit at any time for the
payment of principal,  premium,  if any, and interest due on its debt securities
after the due date, subject to the provisions of the Indenture regarding payment
of interest and place and manner of payment on debt securities. (Section 5.10 of
the Indenture.)                                                                 

         If you are not the Holder of debt  securities in registered  form,  you
should  consult the broker,  bank or financial  intermediary  through  which you
invest in such debt  securities  for  information  on your  rights in respect of
those debt securities following an Event of Default.                            

         We will file  annually  with the  Trustee a  certificate  as to America
Online's compliance with all conditions and covenants of the Indenture. (Section
9.7 of the Indenture.)                                                          

Modification Of The Indenture                                                   

         There are three  categories of changes we can make to the Indenture and
the debt securities.                                                            

         Changes Requiring  Approval of Each Affected Holder.  First,  there are
changes  that  cannot  be made to debt  securities  of any  series  without  the
approval  of each  Holder of debt  securities  of the  series  affected  by such
change. Following is a summary of those changes:                                

o        to change the time for  payment of  principal  of or interest on a debt
security                                                      

o        to reduce the amounts of principal of or interest on a debt security   

o        to reduce the amount of any premium  payable upon the  redemption  of a
debt security                                                 

o        to reduce the amount  payable upon  acceleration  of the maturity of an
         original  issue  discount debt  security or a debt security  payable in
accordance with an index, formula or other method             

o        to change the place or  currency  of payment on a debt  security  on or
after the stated maturity                                     

o        to impair the right to sue for payment on a debt security              

o        to reduce the  percentage of Holders of debt  securities of such series
         whose  consent is needed to modify or amend the  Indenture  or to waive
  compliance with provisions of the Indenture or to waive defaults

o        to change the  obligation  of America  Online to  maintain an office or
      agency in the places and for the purposes specified in the Indenture

o        to  modify  the   provisions   relating   to  waiver  of   defaults  or
         modifications  of  the  Indenture  and  debt  securities  with  certain
exceptions related to successor or multiple trustees          

o        to release any  guarantors,  if any, from their  guarantees of the debt
        securities or change any such guarantee in a manner adverse to Holders

o        to modify the ranking or priority of the debt securities               

(Section 8.2 of the Indenture.)                                                 

         Changes Requiring a Majority Vote. The second category of change to the
Indenture  and the debt  securities is the kind that requires a vote in favor by
Holders of debt  securities  owning a majority of the  principal  amount of each
particular series adversely affected.                                           

         Changes Not Requiring  Approval.  The third category of change does not
require any vote by Holders of debt securities.  Following is a summary of those
changes:                                                                        

o        to reflect that another  corporation  or entity has  succeeded  America
Online and assumed its covenants                              

o        to add to America Online's  covenants,  to surrender any right or power
         of  America  Online,   or  to  comply  with  any  Commission  or  other
    requirements in connection with the qualification of the Indenture

o        to add additional Events of Default with respect to any series         

o        to add or change any  provisions to the extent  necessary to facilitate
  the issuance of debt securities in bearer form or in global form

o        to change or eliminate any provision  affecting debt securities not yet
issued                                                        

o        to add guarantees or secure the debt securities                        

o        to add  provisions  to permit or  facilitate  defeasance  and  covenant
         defeasance  and  discharge  so long as there is no  adverse  effect  on
Holders of the applicable series of debt securities           

o        to establish the form or terms of debt securities                      

o        to provide for the electronic  delivery of  supplemental  indentures or
debt securities of any series                                 

o        to evidence and provide for successor or additional Trustees           

o        if allowed without penalty under  applicable laws and  regulations,  to
         permit  payment  in respect of debt  securities  in bearer  form in the
United States                                                 

o        to correct or  supplement  any  inconsistent  provisions or to cure any
ambiguity or correct any mistake                              

o        to make any other  provisions  with  respect to  matters  or  questions
         arising under the Indenture,  as long as such action does not adversely
affect Holders of the debt securities in any material respect 

(Section 8.1 of the Indenture.)                                                 

         If you are not the Holder of debt  securities in registered  form,  you
should consult with the broker,  bank or other  financial  intermediary  through
which you invest in such debt securities for information on how approval will be
granted or denied if we seek to change the  Indenture or request a waiver of any
of its terms.                                                                   

Defeasance                                                                      

         Unless we tell you otherwise in the applicable  prospectus  supplement,
the following  discussion of full defeasance and covenant  defeasance will apply
to each series of debt securities.                                              
(Article IV of the Indenture.)                                                  

         Full Defeasance.  Under certain  circumstances,  we can legally release
ourselves from any payment or other  obligations  on the debt  securities of any
series (called "full defeasance") if we put in place the following  arrangements
for the Holders of those debt securities to be repaid:                          

o        we must  deposit in trust for the  Holders'  benefit a  combination  of
         money and Government Obligations that will generate enough money to pay
         when due the  principal  of and any  premium  or  interest  on the debt
         securities  of such  series  and to make  any  mandatory  sinking  fund
payments on such debt securities                              

o        we  must  deliver  to the  Trustee  a  legal  opinion  of  our  counsel
         confirming that there has been a change in federal tax law as in effect
         on the date of this  prospectus  or an IRS ruling that lets us make the
         above  deposit  without  causing  Holders  to  be  taxed  on  the  debt
         securities of such series any  differently  than if we did not make the
deposit and simply repaid such debt securities ourselves      

(Sections 4.4 and 4.6 of the Indenture.)                                        

         If we were to accomplish full defeasance,  as described above,  Holders
would  have to rely  solely  on the  trust  deposit  for  repayment  on the debt
securities of the particular series defeased.                                   
Holders could not look to us for repayment if a shortfall occurred.             

         We may exercise its full  defeasance  option even if it has  previously
exercised our covenant  defeasance  option.  If we exercise our full  defeasance
option,  payment of the particular series of debt securities defeased may not be
accelerated because of an Event of Default. (Section 4.4 of the Indenture.)     

         Covenant Defeasance. Under certain circumstances,  we can make the same
type of deposit  described  above and be released  from some of the  restrictive
covenants  in the  debt  securities  of any  series.  This is  called  "covenant
defeasance".  In that  event,  Holders of those debt  securities  would lose the
protection  of those  restrictive  covenants  but would gain the  protection  of
having money and  Government  Obligations  set aside in trust to repay such debt
securities. To achieve covenant defeasance, we must do the following:           

o        we must  deposit in trust for the  Holders'  benefit a  combination  of
         money and Government Obligations that will generate enough money to pay
         when due the  principal  of and any  premium  or  interest  on the debt
         securities  of such  series  and to make  any  mandatory  sinking  fund
payments on such debt securities                              

o        we  must  deliver  to the  Trustee  a  legal  opinion  of  our  counsel
         confirming that, under federal tax law as in effect at the time of such
         deposit,  we may make such deposit  without causing Holders to be taxed
         on the debt  securities of such series any  differently  than if we did
       not make the deposit and simply repaid such debt securities ourselves

(Sections 4.5 and 4.6 of the Indenture.)                                        

         If we exercise our covenant  defeasance option with respect to the debt
securities  of a series,  certain  restrictive  covenants of the  Indenture  and
certain Events of Default would no longer apply to such series.  (Section 4.5 of
the Indenture.) If one of the remaining Events of Default occurred, however, and
payment of the debt securities of such series were accelerated, there could be a
shortfall  between  the amount in the trust  deposit at that time and the amount
then due on such series. Holders could still look to us for payment of such debt
securities  if there were such a shortfall.  Depending on the event  causing the
default  (such as our  bankruptcy),  however,  Holders may not be able to obtain
payment of the shortfall from us.                                               

The Trustee                                                                     

         The Trustee  under the  Indenture  will be set forth in any  applicable
prospectus  supplement.  We  will  indicate  in  such  prospectus  any  material
relationships we may have with the Trustee.                                     

 Description Of Common Stock

General                                                                         

         Our  restated  certificate  of  incorporation  provides  that  we  have
authority  to issue  1,800,000,000  shares of common  stock,  par value $.01 per
share.  As of May 25,  1999,  there were  1,088,629,031  shares of common  stock
outstanding. Common stockholders are entitled to one vote for each share held on
all matters  submitted to a vote of  stockholders.  They do not have  cumulative
voting  rights.  Stockholders  casting a plurality of votes of the  stockholders
entitled to vote in an election of directors may elect those directors  standing
for  election.   Common  stockholders  are  entitled  to  receive  ratably  such
dividends,  if any, as may be declared  by the board of  directors  out of funds
that are legally  available to pay  dividends.  However,  this dividend right is
subject  to any  preferential  dividend  rights of  preferred  stock that may be
issued at such future time or times. If America Online is dissolved, the holders
of common  stock will be  entitled  to share  ratably  the net assets of America
Online  available  after we pay (i) all of our debts and other  liabilities  and
(ii) any amounts we may owe to the persons who hold our preferred  stock, if any
is issued. Common stockholders do not have preemptive, subscription,  redemption
or conversion  rights. The outstanding shares of common stock are fully paid and
nonassessable. The rights, preferences and privileges of common stockholders are
subject to the rights of the shareholders of any series of preferred stock which
we may designate and issue in the future. We will describe the specific terms of
any common stock we may offer in a prospectus supplement.                       

Charter Provisions                                                              

         Our restated  certificate of incorporation  and restated bylaws provide
for a classified board of directors.  The board of directors  currently consists
of ten  members,  classified  into  three  classes.  At each  annual  meeting of
stockholders,  directors  are  elected for a full term of three years to succeed
those directors whose terms are expiring.                                       

         Our  restated   certificate  of   incorporation   includes   provisions
eliminating  the  personal  liability  of our  directors  for  monetary  damages
resulting  from  breaches of their  fiduciary  duty to the extent  permitted  by
Delaware law. Our restated  certificate  of  incorporation  and restated  bylaws
include provisions indemnifying our directors and officers to the fullest extent
permitted   by   Delaware   law,   including   under   circumstances   in  which
indemnification  is  otherwise  discretionary,   and  permitting  the  board  of
directors to grant indemnification to employees and agents to the fullest extent
permitted by Delaware law.                                                      

         Our restated bylaws require that nominations for the board of directors
made by the  stockholders  and  proposals  by  stockholders  seeking to have any
business  conducted at a  stockholders'  meeting comply with  particular  notice
procedures.  A notice by a  stockholder  of a planned  nomination or of proposed
business must generally be given not later than 60 days nor earlier than 90 days
prior to the date of the meeting.  A  stockholder's  notice of  nomination  must
include  particular  information  about the  stockholder,  the  nominee  and any
beneficial  owner on whose behalf the  nomination  is made,  and a notice from a
stockholder  proposing  business to be brought  before the meeting must describe
such business and include information about the stockholder making the proposal,
any  beneficial  owner on whose  behalf  the  proposal  is made,  and any  other
stockholder known to be supporting the proposal.                                

         In addition, the restated certificate of incorporation contains a "fair
price"  provision  providing  that  certain  "business  combinations"  with  any
"interested stockholder" may not be consummated without an 80% stockholder vote.
The fair price provision  defines an "interested  stockholder" as any individual
or entity who is, or is an  affiliate  and  during the prior two years was,  the
beneficial  owner of more than 15% of the voting  stock of America  Online.  The
business  combinations to which the fair price provision  applies  include:     

o        a merger or  consolidation  o the sale or other  disposition  of 10% or
         more of America  Online's assets o the issuance of stock having a value
in excess of 10% of the fair market value of our common stock 

o        any   reclassification   or   recapitalization   which   increases  the
proportionate share holdings of an interested stockholder     

o        the adoption of a plan of liquidation or dissolution  proposed by or on
behalf of an interested stockholder                           

         A  significant  purpose  of the  fair  price  provision  is to  deter a
purchaser from using  two-tiered  pricing and similar  unfair or  discriminatory
tactics in an attempt to acquire  America Online.  The  affirmative  vote of the
holders of 80% of the voting  power of America  Online is  required  to amend or
repeal the fair price provision or adopt any provision inconsistent with it.    

         Our restated  certificate of incorporation  and restated bylaws provide
that any action required or permitted to be taken by the  stockholders  shall be
taken only at a duly called annual or special meeting of the stockholders, or by
the unanimous  written  consent of all  stockholders  entitled to vote.  Special
meetings  may be called only by the board of  directors  or the chief  executive
officer. In addition,  the restated  certificate of incorporation  provides that
the board of  directors  may,  from time to time,  fix the  number of  directors
constituting  the board of  directors,  and only the  directors are permitted to
fill vacancies on the board of directors.                                       

         Under  Delaware law, the  affirmative  vote of a majority of the shares
entitled to vote on any matter is required to amend a corporation's  certificate
of incorporation or by-laws, unless a corporation's certificate of incorporation
or by-laws, as the case may be, requires a greater  percentage.  The affirmative
vote of the holders of at least 80% of the  outstanding  voting stock of America
Online  is  required  to amend or  repeal  certain  provisions  of our  restated
certificate of  incorporation,  and to reduce the number of authorized shares of
common  stock  and  preferred  stock.   Such  80%  vote  is  also  required  for
stockholders to amend or repeal our restated bylaws.                            

         The  provisions  of  the  restated  certificate  of  incorporation  and
restated bylaws  discussed above could make more difficult or discourage a proxy
contest or the  acquisition of control by substantial  block of our stock or the
removal of any incumbent member of the board of directors. Such provisions could
also have the effect of discouraging a third party from making a tender offer or
otherwise  attempting to obtain control of America  Online,  even though such an
attempt might be beneficial to America Online and our stockholders.             

Stockholder Rights Plan                                                         

         We adopted a  stockholder  rights  plan on May 12,  1998.  The plan was
implemented by declaring a dividend,  distributable to stockholders of record on
June 1, 1998, of one preferred share purchase right for each  outstanding  share
of common stock.  The plan provides that each share of common stock  outstanding
will have attached to it the right to purchase one  one-thousandth of a share of
preferred stock. The purchase price per one  one-thousandth of a preferred share
under the plan is $900,  subject to  adjustment.  The rights will be exercisable
only if a person or group (i)  acquires  15% or more of the common stock or (ii)
announces a tender offer that would result in that person or group acquiring 15%
or more of the common stock.  Once  exercisable,  and in some  circumstances  if
certain additional  conditions are met, the plan allows shareholders (other than
the acquiror) to purchase  common stock or  securities of the acquiror  having a
then-current  market  value of two times the  exercise  price of the right.  The
rights are  redeemable for $.001 per right (subject to adjustment) at the option
of the board of directors.  Until a right is exercised, the holder of the right,
as such,  has no rights as a  stockholder  of America  Online.  The rights  will
expire on May 12, 2008 unless redeemed by America Online prior to that date.    

         The rights agreement contains rights that have  anti-takeover  effects.
The rights will cause substantial dilution to a person or group that attempts to
acquire  America  Online on terms not  approved by the board of  directors.  The
rights  should  not  interfere  with any  merger or other  business  combination
approved by the board of  directors  since the rights may be redeemed by America
Online at $.001 per right  prior to the  earlier  of (i) the time  prior to such
time as any  person  has become an  acquiring  person (as  defined in the rights
agreement), or (ii) May 12, 2008.                                               

Change Of Control                                                               

         We are subject to Section 203 of the Delaware  General  Corporation Law
which under certain  circumstances,  may make it more difficult for a person who
would be an  "Interested  Stockholder,"  as defined in  Section  203,  to effect
various business  combinations with us for a three-year  period.  Under Delaware
law, a  corporation's  certificate  of  incorporation  or bylaws  may  exclude a
corporation  from the  restrictions  imposed by Section 203. Our  certificate of
incorporation  and bylaws do not exclude us from the restrictions  imposed under
Section 203.                                                                    

Description of Preferred Stock

General                                                                         

         Our board of directors is  authorized  by our restated  certificate  of
incorporation to provide,  without further  stockholder action, for the issuance
of up to 5,000,000 shares of our preferred  stock,  $.01 par value per share, in
one or more series.  Our board of directors  has the power to fix various  terms
with respect to each  series,  including,  among other  things,  voting  powers,
dividend  rights,  liquidation  preferences,  redemption  rights and  conversion
privileges. As a result of its broad discretion with respect to the creation and
issuance of preferred stock without stockholder approval, the board of directors
could  adversely  affect the voting  power of the  holders of common  stock.  In
addition,  although  our board has no intention at the present time of doing so,
it could issue a series of Preferred Stock that could impede the completion of a
merger,  tender  offer or other  takeover  attempt.  Our board will issue such a
series only if it determines  that such an issuance is in the best  interests of
America  Online  and its  stockholders.  In  addition,  the terms of a series of
preferred stock might discourage a potential acquirer from attempting to acquire
America Online.                                                                 

         As  of  May  25,  1999,   there  were  no  shares  of  preferred  stock
outstanding.  In May 1998, the board of directors  designated  500,000 shares of
America Online's  Preferred Stock as Series A-1 Junior  Participating  Preferred
Stock in connection with the establishment of a new stockholder rights plan.    

         You should refer to the prospectus supplement relating to the series of
preferred stock being offered for the specific terms of that series, including: 

o        the designation, number of shares and liquidation preference per share 

o        initial public offering price                                          

o        the dividend rate or rates                                             

o        the  index,  if any,  upon which the amount of  dividends,  if any,  is
determined                                                    

o        the dates on which  dividends,  if any,  will accrue and be payable and
         the designated  record dates for  determining  the holders  entitled to
such dividends                                                

o        whether dividends will be cumulative or non-cumulative                 

o        any auctioning and remarketing procedures                              

o        any redemption or sinking fund provisions                              

o        any conversion or exchange provisions                                  

o        provisions for issuance of global securities                           

o        the securities  exchange,  if any, on which the preferred stock will be
listed                                                        

o        the  currency,  which may be composite  currency,  in which  payment of
dividends, if any, will be payable if other than U.S. dollars 

o        any voting rights                                                      

o        any applicable discussion of federal income tax considerations         

o        the  relative  seniority  with  regard to any other  class or series of
preferred stock                                               

o        any  limitations  on the  issuance  of any  series of  preferred  stock
         ranking  senior to or on a parity  with the series of  preferred  stock
being offered                                                 

o        any additional terms, preferences, rights, limitations or restrictions 

         Upon receipt of the purchase price,  the shares of preferred stock that
we issue will be fully paid and nonassessable. Unless otherwise specified in the
applicable  prospectus  supplement,  the preferred stock will have no preemptive
rights to subscribe for any additional securities that we may issue.            

         The transfer agent, registrar, dividend disbursing agent and redemption
agent for each series of preferred  stock will be  specified  in the  applicable
prospectus supplement.                                                          

Dividends                                                                       

         The holders of each series of our  preferred  stock will be entitled to
receive,  when,  as and if  declared  by our  board of  directors,  out of funds
legally available for that purpose,  cumulative or non-cumulative  cash or other
dividends.  We will describe the rate or rates and payment  dates  applicable to
each series of preferred  stock in the applicable  prospectus  supplement.  Such
rates may be fixed or  variable  or both.  If  variable,  we will  describe  the
formula used for  determining  the dividend rate for each dividend period in the
applicable prospectus supplement. We will pay dividends to the holders of record
as they  appear  on our  stock  books on the  record  dates  set by our board of
directors and specified in the applicable prospectus supplement.                

         Unless otherwise indicated in the applicable  prospectus supplement for
a series of  preferred  stock,  no  dividends  may be  declared or paid on other
series  of  preferred  stock  which  have an equal  or  junior  ranking,  unless
dividends  are also declared and paid on the offered  series.  If less than full
dividends can be declared and paid, the offered  series of preferred  stock will
be paid  dividends  ratably with other series of preferred  stock that rank on a
parity as to receipt of dividends.                                              

Redemption                                                                      

         The  shares of any  series of our  preferred  stock  will be subject to
mandatory  redemption  or  redemption  at our  option,  under a sinking  fund or
otherwise,  in each  case  upon  the  terms,  on the  date or  dates  and at the
redemption  price or prices set forth in the applicable  prospectus  supplement.
The  applicable  prospectus  supplement  will describe any  restrictions  on our
ability to  repurchase  or redeem  shares if we have not paid any  dividends  on
shares of any series of preferred  stock or any sinking fund  installments  when
due.                                                                            

Liquidation Preference                                                          

         Upon our  liquidation,  dissolution or winding up, the  stockholders of
each series of our  preferred  stock will be  entitled  to  receive,  out of our
assets available for distribution to stockholders and before any distribution is
made to or set apart for the  holders  of common  stock or shares of any  junior
series,  an amount  described in the applicable  prospectus  supplement.  If our
assets are  insufficient  to pay in full the  amounts  payable  with  respect to
shares of a series of preferred  stock and any other series  ranking on a parity
as to the distribution,  the holders of shares of that series of preferred stock
and the other parity shares will share ratably in the distribution of our assets
in  proportion  to the full  respective  preferential  amounts to which they are
entitled. After payment to the stockholders of that series of preferred stock of
the full  preferential  amounts to which they are entitled,  those  stockholders
will not be entitled to any further  participation in any distribution of assets
by us, unless otherwise provided in the applicable prospectus supplement. Except
as otherwise provided in the applicable prospectus  supplement,  a consolidation
or merger  between  us and one or more  entities  is not,  for this  purpose,  a
liquidation, dissolution or winding up.                                         

Conversion                                                                      

         The terms and  conditions,  if any,  on which  shares of any  series of
preferred stock are convertible into or exchangeable for debt securities, common
stock or cash will be set forth in the applicable prospectus  supplement.  These
terms may include provisions for conversion or exchange, either mandatorily,  at
the option of the holder, or at our option. The terms may include the conversion
price or manner of calculating the conversion  price, the conversion  date(s) or
period(s),  the events  requiring an adjustment  of the  conversion  price,  and
provisions  affecting conversion in the event of the redemption of the series of
preferred  stock.  Conversion  terms may  provide  that the  number of shares of
common stock or amount of cash to be received by the holders of preferred  stock
would be  calculated  according to the market price of common stock as of a time
stated in the  applicable  prospectus  supplement.  Such  exchange or conversion
rates may cap or limit the potential appreciation in value of an investment in a
series of  preferred  stock by reducing the amount of cash or common stock to be
received upon  conversion of each share of preferred stock in the event that the
market  price of the common  stock  exceeds a specified  price.  The exchange or
conversion rate may also place a floor on or limit the  depreciation in value of
an investment in a series of preferred stock by increasing the amount of cash or
stock to be received  upon  conversion  of each share of preferred  stock in the
event that the market price of the common stock falls below a specified price.  

Description of Depositary Shares

General                                                                         

         America Online may issue  depositary  receipts for  depositary  shares,
each of which will  represent a  fractional  interest of a share of a particular
series of preferred stock, as specified in the applicable prospectus supplement.
Shares of preferred stock of each series  represented by depositary  shares will
be deposited  under a separate  Deposit  Agreement  among America Online and the
"depositary" named in the Deposit Agreement. Subject to the terms of the Deposit
Agreement, each owner of a depositary receipt will be entitled, in proportion to
the  fractional  interest of a share of a particular  series of preferred  stock
represented by the depositary  shares evidenced by that depositary  receipt,  to
all the rights and  preferences  of the  preferred  stock  represented  by those
depositary  shares,  including  dividend,  voting,  conversion,  redemption  and
liquidation rights.                                                             

         The depositary  shares will be evidenced by depositary  receipts issued
pursuant to the applicable Deposit Agreement. Immediately following the issuance
and delivery of the preferred stock by America Online to the depositary, America
Online will cause the  depositary  to issue,  on behalf of America  Online,  the
depositary  receipts.  Copies of the  applicable  form of Deposit  Agreement and
depositary  receipt may be obtained from America  Online upon  request,  and the
statements  made in this  summary  relating  to the  Deposit  Agreement  and the
depositary  receipts to be issued under the Deposit  Agreement  are summaries of
provisions of the Deposit Agreement and the related  depositary  receipts.  This
summary  does not purport to be complete  and is subject to, and is qualified in
its entirety by reference to, all of the  provisions of the  applicable  Deposit
Agreement and related depositary receipts.                                      

Dividends and Other Distributions                                               

         The  depositary  will  distribute  all cash  dividends  or  other  cash
distributions  received in respect of the preferred  stock to the record holders
of depositary receipts evidencing the related depositary shares in proportion to
the number of such  depositary  receipts  owned by such holders,  subject to the
obligations of holders to file proofs, certificates and other information and to
pay some charges and expenses to the depositary.                                

         In the event of a distribution  other than in cash, the depositary will
distribute  property received by it to the record holders of depositary receipts
entitled to that property, subject to the obligations of holders to file proofs,
certificates  and other  information and to pay some charges and expenses to the
depositary, unless the depositary determines that it is not feasible to make the
distribution,  in which case the  depositary  may,  with the approval of America
Online,  sell the property and  distribute the net proceeds from the sale to the
holders.                                                                        

         No distribution  will be made in respect of any depositary share to the
extent that it represents any preferred stock converted into other securities.  

Withdrawal of Stock                                                             

         Upon surrender of the depositary receipts at the corporate trust office
of the  depositary,  unless the related  depositary  shares have previously been
called for redemption or converted into other  securities,  the holders of those
depositary  receipts will be entitled to delivery at the corporate trust office,
to or upon the holder's  order,  of the number of whole or fractional  shares of
the  preferred  stock  and  any  money  or  other  property  represented  by the
depositary  shares evidenced by the depositary  receipts.  Holders of depositary
receipts will be entitled to receive  whole or fractional  shares of the related
preferred stock on the basis of the proportion of preferred stock represented by
the depositary share as specified in the applicable prospectus  supplement,  but
holders of the shares of  preferred  stock will not  thereafter  be  entitled to
receive depositary shares therefor.  If the depositary receipts delivered by the
holder  evidence  a number of  depositary  shares  in  excess  of the  number of
depositary  shares  representing  the number of shares of preferred  stock to be
withdrawn,  the  depositary  will  deliver  to the holder at the same time a new
depositary receipt evidencing the excess number of depositary shares.           

Redemption of Depositary Shares                                                 

         Whenever  America Online redeems shares of preferred  stock held by the
depositary,  the depositary  will redeem,  as of the same  redemption  date, the
number  of  depositary  shares  representing  shares of the  preferred  stock so
redeemed,  provided America Online shall have paid in full to the depositary the
redemption  price of the preferred  stock to be redeemed plus an amount equal to
any accrued and unpaid dividends  thereon to the date fixed for redemption.  The
redemption  price  per  depositary  share  will be  equal  to the  corresponding
proportion of the redemption  price and any other amounts per share payable with
respect to the preferred  stock. If fewer than all the depositary  shares are to
be redeemed,  the depositary shares to be redeemed will be selected pro rata, as
nearly as may be practicable without creating  fractional  depositary shares, or
by any other equitable method determined by America Online.                     

         From and after the date fixed for redemption,  all dividends in respect
of the shares of preferred  stock so called for redemption will cease to accrue,
the depositary  shares so called for  redemption  will no longer be deemed to be
outstanding and all rights of the holders of the depositary  receipts evidencing
the depositary  shares so called for redemption will cease,  except the right to
receive any moneys  payable upon the  redemption and any money or other property
to which the holders of the depositary receipts were entitled the redemption and
surrender thereof to the depositary.                                            

Voting of the Preferred Stock                                                   

         Upon  receipt  of notice of any  meeting  at which the  holders  of the
preferred  stock are entitled to vote, the depositary  will mail the information
contained  in the  notice of meeting  to the  record  holders of the  depositary
receipts  evidencing the depositary  shares which represent the preferred stock.
Each record holder of depositary  receipts  evidencing  depositary shares on the
record  date,  which will be the same date as the record date for the  preferred
stock,  will be entitled to instruct  the  depositary  as to the exercise of the
voting rights  pertaining to the amount of preferred  stock  represented  by the
holder's  depositary  shares.  The depositary  will vote the amount of preferred
stock  represented by the depositary shares in accordance with the instructions,
and America Online will agree to take all reasonable  action which may be deemed
necessary  by the  depositary  in order to enable the  depositary  to do so. The
depositary will abstain from voting the amount of preferred stock represented by
the depositary  shares to the extent it does not receive  specific  instructions
from the holders of depositary  receipts  evidencing the depositary  shares. The
depositary shall not be responsible for any failure to carry out any instruction
to vote,  or for the  manner or effect  of any such vote  made,  as long as such
action or  non-action  is in good faith and does not result from  negligence  or
willful misconduct of the depositary.                                           

Liquidation Preference                                                          

         In the event of the  liquidation,  dissolution or winding up of America
Online, whether voluntary or involuntary, the holders of each depositary receipt
will be entitled to the fraction of the  liquidation  preference  accorded  each
share of preferred stock  represented by the depositary shares evidenced by such
depositary receipt, as set forth in the applicable prospectus supplement.       

Conversion of Preferred Stock                                                   

         The depositary  shares,  as such, are not convertible into common stock
or any other  securities  or property  of America  Online.  Nevertheless,  if so
specified in the  applicable  prospectus  supplement  relating to an offering of
depositary shares,  the depositary  receipts may be surrendered by their holders
to the  depositary  with  written  instructions  to the  depositary  to instruct
America  Online to cause  conversion of the preferred  stock  represented by the
depositary  shares  evidenced by the  depositary  receipts  into whole shares of
common stock,  other shares of preferred stock of America Online or other shares
of stock, and America Online has agreed that upon receipt of those  instructions
and any amounts payable in respect thereof, it will cause the conversion thereof
utilizing the same  procedures as those provided for delivery of preferred stock
to effect such  conversion.  If the depositary  shares evidenced by a depositary
receipt are to be converted in part only, a new  depositary  receipt or receipts
will be issued for any  depositary  shares not to be  converted.  No  fractional
shares of common stock will be issued upon  conversion,  and if such  conversion
would result in a fractional share being issued,  an amount will be paid in cash
by America Online equal to the value of the  fractional  interest based upon the
closing  price  of the  common  stock  on the  last  business  day  prior to the
conversion.                                                                     

Amendment and Termination of the Deposit Agreement                              

         The form of depositary  receipt  evidencing the depositary shares which
represent the preferred stock and any provision of the Deposit  Agreement may at
any time be amended by  agreement  between  America  Online and the  depositary.
However,  any amendment that  materially and adversely  alters the rights of the
holders  of  depositary  receipts  or that  would be  materially  and  adversely
inconsistent  with the rights  granted to the holders of the  related  preferred
stock will not be  effective  unless  such  amendment  has been  approved by the
existing  holders  of at least 66% of the  depositary  shares  evidenced  by the
depositary  receipts  then  outstanding.  No  amendment  shall impair the right,
subject  to  certain  exceptions  in the  Deposit  Agreement,  of any  holder of
depositary  receipts to surrender any depositary  receipt with  instructions  to
deliver  to the  holder  the  related  preferred  stock  and all money and other
property, if any, represented thereby, except in order to comply with law. Every
holder  of an  outstanding  depositary  receipt  at the time any such  amendment
becomes  effective  shall be deemed,  by  continuing  to hold such  receipt,  to
consent and agree to such amendment and to be bound by the Deposit  Agreement as
amended thereby.                                                                

         The Deposit Agreement may be terminated by America Online upon not less
than 30 days prior written notice to the depositary if a majority of each series
of preferred stock affected by such  termination  consents to such  termination,
whereupon  the  depositary  shall  deliver or make  available  to each holder of
Depositary  Receipts,  upon  surrender of the  depositary  receipts held by such
holder,  such number of whole or  fractional  shares of  preferred  stock as are
represented  by the  depositary  shares  evidenced by such  depositary  receipts
together  with any other  property held by the  depositary  with respect to such
depositary  receipt.  In  addition,  the Deposit  Agreement  will  automatically
terminate if:                                                                   

o        all outstanding depositary shares shall have been redeemed             

o        there  shall have been a final  distribution  in respect of the related
         preferred  stock in connection  with any  liquidation,  dissolution  or
         winding up of  America  Online  and such  distribution  shall have been
         distributed  to the  holders  of  depositary  receipts  evidencing  the
depositary shares representing such preferred stock or        

o        each share of the related  preferred  stock  shall have been  converted
         into  securities  of America  Online not so  represented  by depositary
shares.                                                       

Charges of Preferred Stock Depositary                                           

         America  Online will pay all transfer and other taxes and  governmental
charges arising solely from the existence of the Deposit Agreement. In addition,
America  Online will pay the fees and expenses of the  depositary  in connection
with the performance of its duties under the Deposit Agreement. However, holders
of depositary  receipts will pay the fees and expenses of the depositary for any
duties  requested  by such  holders to be  performed  which are outside of those
expressly provided for in the Deposit Agreement.                                

Resignation and Removal of Depositary                                           

         The  depositary  may resign at any time by delivering to America Online
notice of its  election to do so, and America  Online may at any time remove the
depositary,  any such resignation or removal to take effect upon the appointment
of a successor  depositary.  A successor  depositary must be appointed within 60
days after  delivery of the notice of  resignation or removal and must be a bank
or trust company  having its principal  office in the United States and having a
combined capital and surplus of at least $50,000,000.                           

Miscellaneous                                                                   

         The  depositary  will  forward to holders of  depositary  receipts  any
reports  and  communications  from  America  Online  which are  received  by the
depositary with respect to the related preferred stock.                         

         Neither  the  depositary  nor  America  Online  will be liable if it is
prevented  from or delayed in, by law or any  circumstances  beyond its control,
performing  its  obligations  under the Deposit  Agreement.  The  obligations of
America Online and the depositary under the Deposit Agreement will be limited to
performing their duties thereunder in good faith and without negligence,  in the
case of any action or inaction in the voting of preferred  stock  represented by
the  depositary  shares,  gross  negligence or willful  misconduct,  and America
Online and the depositary will not be obligated to prosecute or defend any legal
proceeding in respect of any depositary receipts, depositary shares or shares of
preferred stock represented thereby unless satisfactory  indemnity is furnished.
America  Online  and the  depositary  may rely on  written  advice of counsel or
accountants,  or information  provided by persons presenting shares of preferred
stock represented  thereby for deposit,  holders of depositary receipts or other
persons believed in good faith to be competent to give such information,  and on
documents believed in good faith to be genuine and signed by a proper party.    

         In the event the depositary shall receive conflicting claims,  requests
or instructions  from any holders of depositary  receipts,  on the one hand, and
America  Online,  on the other hand, the depositary  shall be entitled to act on
such claims, requests or instructions received from America Online.             

 Description of Warrants

General                                                                         

         America  Online may issue  warrants  to purchase  its debt  securities,
common stock,  preferred stock, or depositary  shares.  America Online may issue
warrants  independently  or  together  with any  offered  securities  and may be
attached to or separate from those offered securities. America Online will issue
the warrants under Warrant  Agreements to be entered into between America Online
and a bank or trust company,  as warrant agent, all as shall be set forth in the
applicable prospectus supplement.  The warrant agent will act solely as an agent
of America  Online in  connection  with the warrants of the series being offered
and will not assume any  obligation  or  relationship  of agency or trust for or
with any holders or beneficial owners of warrants.                              

         The applicable prospectus supplement will describe the following terms,
where  applicable,  of  warrants  in respect of which this  prospectus  is being
delivered:                                                                      

o        the title of the warrants                                              

o        the  designation,  amount  and  terms of the  securities  for which the
warrants are exercisable                                      

o        the designation and terms of the other  securities,  if any, with which
         the  warrants  are to be issued and the number of warrants  issued with
each such security                                            

o        the price or prices at which the warrants will be issued               

o        the aggregate number of warrants                                       

o        any  provisions  for  adjustment  of the number or amount of securities
         receivable  upon exercise of the warrants or the exercise  price of the
warrants                                                      

o        the price or prices at which the securities  purchasable  upon exercise
of the warrants may be purchased                              

o        if  applicable,  the  date on and  after  which  the  warrants  and the
         securities purchasable upon exercise of the warrants will be separately
transferable                                                  

o        if  applicable,  a discussion  of the material  United  States  federal
      income tax considerations applicable to the exercise of the warrants

o        any  other  terms of the  warrants,  including  terms,  procedures  and
   limitations relating to the exchange and exercise of the warrants

o        the date on which the right to exercise  the warrants  shall  commence,
and the date on which the right shall expire                  

o        the maximum or minimum number of warrants which may be exercised at any
time                                                          

o        information with respect to book-entry procedures, if any              

Exercise of Warrants                                                            

         Each  warrant  will entitle the holder of warrants to purchase for cash
the amount of debt securities, shares of preferred stock, shares of common stock
or  depositary  shares at the exercise  price as shall in each case be set forth
in, or be  determinable as set forth in, the prospectus  supplement  relating to
the warrants  offered  thereby.  Warrants may be exercised at any time up to the
close of business on the expiration date set forth in the prospectus  supplement
relating to the  warrants  offered  thereby.  After the close of business on the
expiration date, unexercised warrants will become void.                         

         Warrants  may be exercised  as set forth in the  prospectus  supplement
relating  to the  warrants  offered  thereby.  Upon  receipt of payment  and the
warrant certificate  properly completed and duly executed at the corporate trust
office of the warrant  agent or any other  office  indicated  in the  prospectus
supplement,  America  Online  will,  as soon as  practicable,  forward  the debt
securities,  shares of preferred  stock,  shares of common  stock or  depositary
shares  purchasable  upon  such  exercise.  If  less  than  all of the  warrants
represented by the warrant certificate are exercised,  a new warrant certificate
will be issued for the remaining warrants.                                      

         Description  of Stock  Purchase  Contracts to Purchase  Common Stock or
Preferred Stock                                                                 

         Unless  otherwise  specified in the applicable  prospectus  supplement,
America  Online  may  issue  stock  purchase   contracts,   including  contracts
obligating  holders to purchase from America Online,  and America Online to sell
to the holders,  a specified number of shares of common stock or preferred stock
at a future  date or dates.  The  consideration  per  share of  common  stock or
preferred stock may be fixed at the time the stock purchase contracts are issued
or may be determined by a specific reference to a formula set forth in the stock
purchase  contracts.  The stock purchase contracts may require holders to secure
their obligations thereunder in a specified manner.                             

         The securities  related to the stock purchase contracts will be pledged
to a collateral  agent, for the benefit of America Online,  pursuant to a pledge
agreement.  The pledged  securities  will secure the  obligations  of holders of
stock purchase  contracts to purchase  common stock or preferred stock under the
related  stock  purchase  contracts.  The rights of  holders  of stock  purchase
contracts to the related pledged  securities will be subject to America Online's
security  interest in those pledged  securities.  That security interest will be
created by the pledge agreement.  No holder of stock purchase  contracts will be
permitted  to withdraw  the pledged  securities  related to such stock  purchase
contracts  from the pledge  arrangement  except  upon the  termination  or early
settlement of the related  stock  purchase  contracts.  Subject to that security
interest  and the  terms  of the  purchase  contract  agreement  and the  pledge
agreement,  each holder of a stock purchase contract will retain full beneficial
ownership of the related pledged securities.                                    

         Except  as  described  in the  applicable  prospectus  supplement,  the
collateral agent will, upon receipt of distributions on the pledged  securities,
distribute  such payments to America  Online or a purchase  contract  agent,  as
provided  in the pledge  agreement.  The  purchase  contract  agent will in turn
distribute payments it receives as provided in the stock purchase contract.  The
applicable  prospectus  supplement will describe the terms of any stock purchase
contracts.  The description in the prospectus supplement will not necessarily be
complete  and will be  qualified  in its  entirety  by  reference  to the  stock
purchase contracts,  and, if applicable,  collateral arrangements and depositary
arrangements, relating to such stock purchase contracts.                        

Plan Of Distribution

We may sell the securities:                                   

o        through underwriters or dealers                                        

o        directly to a limited number of purchasers or to a single purchaser    

o        through agents                                                         

         The prospectus  supplement with respect to the securities being offered
will set forth the terms of the  offering of the offered  securities,  including
the name or names of any  underwriters  or  agents,  the  purchase  price of the
offered  securities  and net  proceeds  to America  Online  from such sale,  any
underwriting discounts and other items constituting underwriters'  compensation,
any initial public  offering  price and any discounts or concessions  allowed or
reallowed  or paid  to  dealers.  Any  initial  public  offering  price  and any
discounts or concessions  allowed or reallowed or paid to dealers may be changed
from time to time.                                                              

         If  underwriters  are used in the sale, the offered  securities will be
acquired by the  underwriters  for their own account and may be resold from time
to time in one or more transactions,  including  negotiated  transactions,  at a
fixed public offering price or at varying prices determined at the time of sale.
The offered securities may be offered to the public either through  underwriting
syndicates  represented by one or more managing  underwriters or directly by one
or  more  underwriters.  The  underwriter  or  underwriters  with  respect  to a
particular underwritten offering of securities, or, if an underwriting syndicate
is used,  the managing  underwriter  or  underwriters,  will be set forth on the
cover of the applicable prospectus supplement. Unless otherwise set forth in the
prospectus  supplement relating thereto,  the obligations of the underwriters to
purchase the offered securities will be subject to conditions  precedent and the
underwriters will be obligated to purchase all of the offered  securities if any
are purchased.                                                                  

         If dealers are utilized in the sale of offered securities in respect of
which this  prospectus  is  delivered,  and if so  specified  in the  applicable
prospectus  supplement,  we will sell such offered  securities to the dealers as
principals.  The dealers may then resell the offered securities to the public at
varying prices to be determined by such dealers at the time of resale. The names
of the  dealers  and the  terms  of the  transaction  will be set  forth  in the
applicable prospectus supplement.                                               

         The  offered  securities  may be sold  directly  by  America  Online or
through  agents  designated by us from time to time.  Any agent  involved in the
offer or sale of the Offered  Securities in respect to which this  prospectus is
delivered will be named,  and any commissions  payable by America Online to such
agent will be set forth, in the prospectus supplement.                          

         Underwriters,  dealers  and agents  may be  entitled  under  agreements
entered into with America  Online to  indemnification  by America Online against
certain civil liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which the underwriters,  dealers or agents
may be required to make in respect thereof. Underwriters, dealers and agents may
be customers  of, may engage in  transactions  with,  or perform  services  for,
America Online in the ordinary course of business.                              

         Unless  otherwise  specified in the applicable  prospectus  supplement,
each  class  or  series  of  offered  securities  will  be a new  issue  with no
established trading market,  other than the common stock, which is listed on the
New York  Stock  Exchange.  We may  elect to list any  other  class or series of
offered  securities  on any  exchange,  but we are not obligated to do so. It is
possible that one or more underwriters may make a market in a class or series of
offered securities,  but the underwriters will not be obligated to do so and may
discontinue  any market  making at any time without  notice.  We cannot give any
assurance  as to the  liquidity  of the  trading  market for any of the  offered
securities.                                                                     

         Any underwriter may engage in over-allotment, stabilizing transactions,
short covering  transactions  and penalty bids in accordance  with  Regulation M
under the Exchange Act.  Over-allotment involves sales in excess of the offering
size,  which create a short position.  Stabilizing  transactions  permit bids to
purchase the underlying security so long as the stabilizing bids do not exceed a
specified maximum.  Short covering transactions involve purchases of the offered
securities in the open market after the distribution is completed to cover short
positions.  Penalty bids permit the underwriters to reclaim a selling concession
from a dealer  when the  offered  securities  originally  sold by the dealer are
purchased in a covering  transaction to cover short positions.  Those activities
may  cause  the  price of the  offered  securities  to be  higher  than it would
otherwise  be.  If  commenced,  the  underwriters  may  discontinue  any  of the
activities at any time.                                                         

 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 800
shares of common stock and options to purchase 2,592,000 shares of 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 filed
on February 17, 1999 and on Form 8-K/A filed on April 21, 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                     $1,257,185           
Legal Fees and Expenses                      45,000           
Accounting Fees and Expenses                 20,000           
Trustee Fees                                 10,000           
Rating Agency Fees                          100,000           
Miscellaneous                                10,000           
                                  ------
TOTAL                                    $1,442,185           
                              ==========

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.)                                       

4.5            Form of Indenture between America Online and one or more trustees
to be named                                       

4.6            Form of Debt Security (to be filed by amendment)                 

5.1            Opinion of Mintz,  Levin, Cohn, Ferris,  Glovsky and Popeo, P.C.,
regarding the legality of securities being offered

12.1           Computation of Ratio of Earnings to Fixed Charges                

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)                              

25.1           Form T-1,  Statements of Eligibility and Qualification  under the
               Trust Indenture Act of 1939 of Trustee (to be filed by amendment)

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.                                                                     

D. Registration Statement Permitted by Rule 430A              

The undersigned registrant hereby undertakes that:            

         (1) For purposes of determining  any liability under the Securities Act
of 1933, the  information  omitted from the form of prospectus  filed as part of
this  registration  statement in reliance upon Rule 430A and contained in a form
of  prospectus  filed by the  registrant  pursuant to Rule  424(b)(1)  or (4) or
497(h) under the Securities Act shall be deemed to be part of this  registration
statement as of the time it was declared effective.                             

         (2) For the purpose of determining  any liability  under the Securities
Act of 1933,  each  post-effective  amendment that contains a form of prospectus
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.                            

       E. Qualification of Trust Indentures Under the Trust Indenture Act of
1939 for Delayed Offerings.                                                     

         The undersigned registrant hereby undertakes to file an application for
the  purpose  of  determining  the  eligibility  of the  trustee  to  act  under
subsection (a) of Section 310 of the Trust  Indenture Act in accordance with the
rules and regulations  prescribed by the Commission  under Section  305(b)(2) of
the Act.                                                                        

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 May 27, 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.             

                                                                [Download Table]

SIGNATURE                 TITLE                                           DATE    

                                                                                  
/s/Stephen M. Case        Chairman  of  the  Board  and  Chief        May 27, 1999
Stephen M. Case           Executive Officer (principal executive                  
                          officer)                                                

/s/Robert W. Pittman      President, Chief Operating Officer and      May 27, 1999
Robert W. Pittman         Director                                                

/s/J. Michael Kelly       Senior Vice President, Chief  Financial     May 27, 1999
J. Michael Kelly          Officer, Treasurer and Assistant Secretary              
                          (principal financial officer)                           

/s/James F. MacGuidwin    Vice President, Controller, Chief           May 27, 1999
James F. MacGuidwin       Accounting and Budget Officer (principal                
                          accounting officer)                                     

/s/Daniel F. Akerson      Director                                    May 27, 1999
Daniel F. Akerson                                                                 

/s/James L. Barksdale     Director                                    May 27, 1999
James L. Barksdale                                                                

/s/Frank J. Caufield      Director                                    May 27, 1999
Frank J. Caufield                                                                 

/s/Alexander M. Haig, Jr. Director                                    May 27, 1999
Alexander M. Haig, Jr.                                                            

/s/William N. Melton      Director                                    May 27, 1999
William N. Melton                                                                 

/s/Thomas Middelhoff      Director                                    May 27, 1999
Thomas Middelhoff                                                                 

/s/Colin L. Powell        Director                                    May 27, 1999
Colin L. Powell                                                                   

/s/Franklin D. Raines     Director                                    May 27, 1999
Franklin D. Raines                                                                


 EXHIBIT INDEX

Exhibit   Description                                                           
No.                                                                             
4.5       Form  of  Indenture  between  America  Online,  Inc.  and  one or more
trustees to be named                                        

5.1       Opinion of Mintz,  Levin,  Cohn,  Ferris,  Glovsky  and  Popeo,  P.C.,
regarding the legality of securities being offered          

12.1      Computation of Ratio of Earnings to Fixed Charges                     

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
		5/12/08
Filed on:		5/27/99		424B3,  8-K
		5/25/99
		5/21/99		8-K
		5/7/99		10-Q
		4/21/99		8-K,  8-K/A,  S-3,  S-4,  S-8
		3/31/99		10-Q
		3/26/99		8-K
		3/17/99		3,  8-K,  8-K/A,  S-8
		2/17/99		8-K,  S-4
		2/11/99		3,  8-K,  SC 13D,  SC 13G/A
		2/10/99		10-Q,  4
		2/1/99		3,  4,  8-K
		12/31/98		10-Q
		11/24/98		8-K
		11/23/98		3,  8-K
		11/9/98
		11/6/98		10-Q
		9/30/98		10-Q
		9/29/98		8-K
		9/28/98		10-K,  8-K,  DEF 14A
		8/5/98		8-K
		8/4/98		8-K,  S-8
		6/30/98		10-K,  8-K
		6/26/98
		6/1/98
		5/12/98
		3/31/98		10-Q
		6/30/97		10-K
		6/30/95		8-K
				List all Filings