Filed Under Rule 424 (b)(3) and (c)
                                                           File Number 333-46633


                  Prospectus Supplement Dated January 11, 1999

                                       to

                         Prospectus Dated June 16, 1998

                              AMERICA ONLINE, INC.

                                  $350,000,000
         of 4% Convertible Subordinated Notes due November 15, 2002 and
           the Shares of Common Stock Into Which They May be Converted

                                       and

                         204,139 Shares of Common Stock

         This  Prospectus  Supplement adds  information to the Prospectus  dated
June 16,  1998 (the  "Prospectus")  of  America  Online,  Inc.  (the  "Company")
relating to:

(i)      the $350,000,000 principal amount of 4% Convertible  Subordinated Notes
         due  November 15, 2002 (the  "Notes") of the  Company,  held by certain
         selling securityholders  described in the Prospectus (the "Note Selling
         Securityholders"),  and the shares of common stock,  par value $.01 per
         share  (the  "Common  Stock"),  of the  Company  into which they may be
         converted; and

(ii)     204,139  shares of Common Stock separate from the Notes held by certain
         selling  securityholders  described in the Prospectus (when referred to
         together   with  the  Note   Selling   Securityholders,   the  "Selling
         Securityholders").

         The Notes were  issued and sold on  November  17,  1997 to the  initial
purchasers. The initial purchasers then immediately sold the Notes in the United
States to persons they believed were qualified institutional buyers, and outside
the United States to non-U.S. persons in offshore transactions. The sales of the
Notes did not require  registration with the Securities and Exchange Commission.
This  Prospectus  Supplement  should be read together with the  Prospectus,  and
highlights and replaces some information in the Prospectus.


                             SELLING SECURITYHOLDERS

Note Selling Securityholders

         The table of Note Selling  Securityholders in the Prospectus is amended
to add the following Note Selling Securityholders:

                           Principal Amount          Common Stock Issuable Upon
  Selling Holder            of Notes Owned                   Conversion

Goldman, Sachs & Co.          $2,495,000                      47,802.70


Stock Selling Securityholders

         The table of Stock Selling Securityholders in the Prospectus is amended
to add the following Stock Selling Securityholder:

                                                                             
                                       Shares                                                 Shares
                                    Beneficially                Shares to be               Beneficially
                                   Owned Prior to                Sold in the                Owned After
                                  the Offering(1)                 Offering                 the Offering
                                Number         Percent                                Number         Percent

Henry Adams Trust                59,108(2)        *                  13,221              45,887         *




* The  percentage  is less than 1% of the  outstanding  shares of the  Company's
Common Stock.

(1) The trust named in the table,  to the Company's  knowledge,  has sole voting
and  investment  power  with  respect  to all  shares of Common  Stock  shown as
beneficially owned by them. Assumes that the named Stock Selling  Securityholder
will sell all of the shares of Common Stock offered by them hereunder.

(2) Includes  38,654 shares of Common Stock owned  directly by Henry Adams,  the
trustee of the Henry Adams Trust.