FORM 8-A/A
                         (AMENDMENT NO. 1 TO FORM 8-A)

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                    PURSUANT TO SECTION 12(b) or (g) OF THE

                        SECURITIES EXCHANGE ACT OF 1934


                          ONLINE SYSTEM SERVICES, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)


               Colorado                                 84-1293864
- ----------------------------------------   ------------------------------------
(State of incorporation or organization)   (I.R.S. Employer Identification No.)
 
1800 Glenarm Place, 8th Floor, Denver, Colorado              80202
- -----------------------------------------------   -----------------------------
   (Address of principal executive offices)               (Zip Code)
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
        Title of each class             Name of each exchange on which
        to be so registered             each class is to be registered
 
               None
    ----------------------------    ---------------------------------------

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box.  [  ]

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box.  [  ]

Securities to be registered pursuant to Section 12(g) of the Act:

 Units, consisting of one share of Common Stock, no par value, and one Warrant
 -----------------------------------------------------------------------------
                             (Title of each class)

                           Common Stock, no par value
                           --------------------------
                             (Title of each class)

            Warrants for the purchase of Common Stock, no par value
          (two Warrants for the purchase of one share of Common Stock)
          ------------------------------------------------------------
                             (Title of each class)

 
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1.  Description of Registrant's Securities to be Registered.

          The Company is authorized to issue 15,000,000 shares of capital stock,
including 10,000,000 shares of Common Stock, no par value, and 5,000,000 shares
of Preferred Stock, with such par value as the Board of Directors may designate.
The description of the Registrant's, Units, Common Stock and Warrants for the
purchase of Common Stock (two Warrants for the purchase of one share of Common
Stock) is hereby incorporated by reference to the description contained in the
Registrant's Registration Statement on Form SB-2, as amended (Commission File
No. 333-3282-D) and the Rule 424(b) prospectus to be filed upon effectiveness of
such Registration Statement.


Item 2.  Exhibits.

     3.1   Articles of Incorporation, as amended, of the Company (1)
     3.2   Bylaws of the Company (1)
     4.1   Specimen form of the Company's Common Stock certificate (2)
     4.2   Form of Warrant Agreement between Corporate Stock Transfer and the
           Company, including form of Warrant (2)
     4.11  Specimen Form of Warrant Certificate -- See Exhibit A filed with
           Exhibit 4.2
____________________

(1)  Incorporated by reference pursuant to Rule 12b-32 of the Securities
     Exchange Act of 1934, as amended, to the same respective exhibit number
     filed by the Company on April 5, 1996 with the Registration Statement on
     Form SB-2, Commission File No. 333-3282-D.

(2)  Incorporated by reference pursuant to Rule 12b-32 of the Securities
     Exchange Act of 1934, as amended, to the same respective exhibit number
     filed by the Company on May 3, 1996 with Amendment No. 1 to the
     Registration Statement on Form SB-2, Commission File No. 333-3282-D.


                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

Dated: May 21, 1996

                                    ONLINE SYSTEM SERVICES, INC.


                                    By        /s/ R. Steven Adams
                                      ------------------------------------
                                           R. Steven Adams, President

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