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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ONLINE RESOURCES & COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 52-1623052
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

7600 Colshire Drive, McLean, Virginia 22102
(Address of principal executive officers, including zip code)

ONLINE RESOURCES & COMMUNICATIONS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)

MATTHEW P. LAWLOR
Chairman and Chief Executive Officer
ONLINE RESOURCES & COMMUNICATIONS CORPORATION
7600 Colshire Drive
McLean, Virginia 22102
(Name and address of agent for service)
(703) 394-5100
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

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

Common Stock 400,000 $ 6.69 $ 2,676,000 $ 707

- -----------------------------------------------------------------------------------------------------

(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as
amended, the price shown is the average of the high and low prices
reported on the NASDAQ Stock Market for shares of Common Stock on
June 29, 2000.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in Part I of Form S-8
will be sent or given to employees of the Company chosen to participate in the
Online Resources & Communications Corporation Employee Stock Purchase Plan as
required by Rule 428(b)(1) promulgated under the Securities Act of 1933, as
amended.

Item 2. Registrant Information and Employee Plan Annual Information.

Not required to be filed with this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated as of
their respective dates in this Registration Statement on Form S-8 (the
"Registration Statement") by reference:

(a) The Company's Annual Report on Form 10-K filed on March 30, 2000
for the year ended December 31, 1999 and the Company's form 10-K/A for such
year filed on June 30, 2000.

(b) The Company's Quarterly Report on Form 10-Q filed on May 15,
2000 for the quarter ended March 31, 2000.

(c) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form S-1, File No. 333-74777, including any
amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold are deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not

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be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the issuance of the shares of Common Stock registered
under this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C., attorneys of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. and certain members of their families and trusts for their benefit own an
aggregate of approximately 1,247 shares of Common Stock of the Company.

Item 6. Indemnification of Directors and Officers.

Incorporated herein by reference from the Company's Registration
Statement on Form S-1, File No. 333-74777.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

(4.1) Form of Common Stock Certificate (filed as Exhibit 4.1 to the
Company's Registration Statement on Form S-1, as amended, File
No. 333-74777, and incorporated herein by reference).

(4.2) Article Fourth of the Amended and Restated Certificate of
Incorporation of the Company (filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-1, File No.
333-74777, and incorporated herein by reference).

(4.3) Amended and Restated Bylaws of the Registrant (filed as Exhibit
3.2 to the Company's Registration Statement on Form S-1, as
amended, File No. 333-74777, and incorporated herein by
reference).

(5.1) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
as to the legality of shares being registered.

(10.1) Online Resources & Communications Corporation Employee Stock
Purchase Plan.

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(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5.1).

(23.2) Consent of Ernst & Young LLP, independent auditors.

(24) Power of Attorney to file future amendments (set forth on the
signature page of this Registration Statement).

Item 9. Undertakings.

(a) 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, represents 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 (a)(1)(i) and (a)(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

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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) 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 that is incorporated by reference in this
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) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of McLean, Virginia on this 30 day of
June, 2000.

ONLINE RESOURCES & COMMUNICATIONS
CORPORATION

By: /s/ MATTHEW P. LAWLOR
-----------------------------------
Matthew P. Lawlor
Chairman and Chief Executive Officer

Each person whose signature appears below constitutes and appoints
Matthew P. Lawlor his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, and in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on

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Form S-8 of Online Resources & Communications Corporation, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in or about the premises, as full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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.

Signature Title Date
- -------------------------------------- --------------------------------------- -------------

/s/ MATTHEW P. LAWLOR Chairman and Chief Executive Officer JUNE 30, 2000
- -------------------------------------- (principal executive officer)
Matthew P. Lawlor

Executive Vice President, Chief JUNE 30, 2000
/s/ CARL D. BLANDINO Financial Officer (principal financial
- -------------------------------------- and accounting officer)
Carl D. Blandino

/s/ THOMAS S. JOHNSON Director JUNE 30, 2000
- --------------------------------------
Thomas S. Johnson

/s/ JOSEPH J. SPALLUTO Director JUNE 30, 2000
- --------------------------------------
Joseph J. Spalluto

/s/ DAVID A. O'CONNOR Director JUNE 30, 2000
- --------------------------------------
David A. O'Connor

/s/ BARRY D. WESSLER Director JUNE 30, 2000
- --------------------------------------
Barry D. Wessler

/s/ GEORGE M. MIDDLEMAS Director JUNE 30, 2000
- --------------------------------------
George M. Middlemas

/s/ ERVIN R. SHAMES Director JUNE 30, 2000
- --------------------------------------
Ervin R. Shames

/s/ MICHAEL H. HEATH Director JUNE 30, 2000
- --------------------------------------
Michael H. Heath