As filed with the Securities and Exchange Commission on August 15, 1997
Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________

FORM S-8
(Containing a Reoffer Prospectus on Form S-3)

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________________

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

Delaware . . . . . . . . . . . . 04-3036959
- - -------------------------------- ------------------------------------
(State or other jurisdiction of. (I.R.S. Employer Identification No.)
incorporation or organization)

8 New England Executive Park West, Burlington, MA 01803
--------------------------------------------------------
(Address of principal executive offices) (Zip Code)

AMENDED AND RESTATED 1989 STOCK OPTION PLAN
SELLING OFFICER SHARES
CLARINET 1995 INCENTIVE STOCK OPTION PLAN
CLARINET 1996 STOCK OPTION PLAN
(Full title of the plan)

MICHAEL E. KOLOWICH
Chairman of the Board, President and Chief Executive Officer
INDIVIDUAL, INC.
8 New England Executive Park West
Burlington, MA 01803
(617) 273-6000
(Name, address including zip code and telephone number,
including area code, of agent for service)
__________________________
Copy to:
WILLIAM B. ASHER, JR.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, MA 02110
(617) 248-7000
==============

CALCULATION OF REGISTRATION FEE

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

AMENDED AND
RESTATED 1989 STOCK
OPTION PLAN . . . . . .
Common Stock, . . . . . 1,500,000 shares $ 3.50(1) $ 5,250,000(1) $ 1,590.91
$.01 par value

CLARINET 1995
INCENTIVE STOCK
OPTION PLAN
Common Stock. . . . . . 60,705 $ 0.23(2) $ 13,962.15(2) $ 4.23
$.01 par value. . . . . 439 $ 0.46(2) $ 201.94(2) $ 0.06

CLARINET 1996 STOCK
OPTION PLAN
Common Stock
$.01 par value. . . . . 23,250 $ 3.42(2) $ 79,515.00(2) $ 24.10
3,512 $ 3.87(2) $ 13,591.44(2) $ 4.12
18,112 $ 4.33(2) $ 78,424.96(2) $ 23.77
6,366 $ 4.78(2) $ 30,429.48(2) $ 9.22
26,582 $ 5.24(2) $139,289.68(2) $ 42.21

SELLING OFFICER SHARES
Common Stock,
$.01 par value. . . . . 100,000 shares $ 3.50(1) $ 363,000(1) $ 106.06

TOTAL:. . . . . . . . . 1,738,966 SHARES $5,955,414.65 $ 1,804.68

<FN>

(1) The price of $3.50 per share, which is the average of the high and low prices
reported on the Nasdaq National Market on August 12, 1997, is set forth solely for the
purpose of calculating the filing fee pursuant to Rule 457(c) and is used only for those
shares without a fixed exercise price.

(2) Such shares are issuable upon the exercise of outstanding options with fixed
exercise prices. Pursuant to Rule 457(h), the aggregate offering price and the fee have
been computed upon the basis of the price at which the options may be exercised.

EXPLANATORY NOTE

This Registration Statement has been prepared in accordance with the
requirements of Form S-8 which relates to the Registrant's Common Stock
offered pursuant to the Company's 1989 Stock Option Plan, ClariNet 1995
Incentive Stock Option Plan and ClariNet 1996 Stock Option Plan. This
Registration Statement also includes a Prospectus prepared in accordance with
the requirements of Part I of Form S-3 which relates to the reoffer and resale
by a Selling Officer of the Registrant's Common Stock covered by the
Prospectus prepared in accordance with the requirements of Form S-8.

This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on this
form relating to the 1989 Stock Option Plan of the Registrant is effective.
Pursuant to General Instruction E, the Registrant incorporates by reference
herein the information contained in the Registrant's Registration Statement on
Form S-8 (Registration No. 333-07815).

PROSPECTUS
- - ----------
INDIVIDUAL, INC.
________________________

100,000 SHARES

COMMON STOCK

$.01 PAR VALUE PER SHARE
________________________

This prospectus (the "Prospectus") relates to the reoffer and resale of
100,000 shares (the "Shares") of common stock, $.01 par value per share (the
"Common Stock"), of Individual, Inc. (the "Company" or "Individual"). The
Shares of Common Stock to which this Prospectus relates may be offered hereby
from time to time, subject to certain restrictions, by the selling officer
named herein (the "Selling Officer") for his own benefit. See "Plan of
Distribution." The Company will not receive any proceeds from the sale of the
Shares of Common Stock by the Selling Officer.

The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol "INDV".
____________________

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS".
__________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
________________________
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus in connection
with the offering made hereby, and if given or made, such information or
representation must not be relied upon as having been authorized by the
Company or by any other person. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that information herein is correct as of any time subsequent to the date
hereof. This Prospectus does not constitute an offer to sell or a
solicitation of any offer to buy any security other than the securities
covered by this Prospectus, nor does it constitute an offer to or solicitation
of any person in any jurisdiction in which such offer or solicitation may not
be lawfully made.
_______________________
The date of this Prospectus is August 15, 1997.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information may be inspected and copied at
prescribed rates at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the regional offices of the Commission located at Seven
World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. The Commission maintains a World
Wide Web site at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The Common Stock of the Company is quoted
on the Nasdaq National Market and such material may be inspected at the
offices of Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006.

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request of such person, a
copy of any and all of the information that has been incorporated by reference
in this Prospectus and any registration statement containing this Prospectus
(not including exhibits to the information that is incorporated by reference
unless such exhibits are specifically incorporated by reference in the
information that this Prospectus and any registration statement containing
this Prospectus incorporates). Such requests should be made to Individual,
Inc., 8 New England Executive Park West, Burlington, MA 01803 (telephone (617)
273-6000).

THE COMPANY

The Company's principal offices are located at 8 New England Executive
Park West, Burlington, MA 01803, and its telephone number is (617) 273-6000.

RISK FACTORS

In addition to the other information in this Prospectus, the following
risk factors should be considered carefully in evaluating the Company and its
business before purchasing the Shares offered hereby. Certain statements set
forth in this Prospectus may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to risks and uncertainties, and the Company's actual
future results may differ materially from those stated in any such
forward-looking statements. Factors that may causes such differences include,
but are not limited to, those described in the following Risk Factors and in
the other risk factors described from time to time in the Company's filings
with the Securities and Exchange Commission.

FLUCTUATIONS IN QUARTERLY RESULTS OF OPERATIONS

In view of the Company's revenue growth in recent years and its limited
operating history, period-to-period comparisons of its financial results are
not necessarily meaningful and should not be relied upon as any indication of
future performance. The Company's quarterly results of operations have
fluctuated significantly in the past and will likely fluctuate in the future
due to, among other factors, demand for its services and changes in service
mix, the size and timing of new and renewal subscriptions from corporate
customers, advertising revenue levels, the effects of new service
announcements by the Company and its competitors, the ability of the Company
to develop, market and introduce new and enhanced versions of its services on
a timely basis and the level of product and price competition. A substantial
portion of the Company's cost of revenue, which consists principally of fees
payable to information providers, telecommunications costs and personnel
expenses, is relatively fixed in nature. The Company's operating expense
levels are based, in significant part, on the Company's expectations of future
revenue. If quarterly revenues are below management's expectations, both gross
margins and results of operations would be adversely affected because a
relatively small amount of the Company's costs and expenses varies with its
revenue in the short-term. The Company has incurred operating losses since
inception and expects to continue to incur operating losses on both a
quarterly and annual basis for the foreseeable future. There can be no
assurance that the Company will sustain revenue growth or achieve
profitability.

EMERGING MARKET FOR CUSTOMIZED INFORMATION SERVICES

The market for the Company's services has only recently begun to develop,
is rapidly evolving and is characterized by increasing competition from a
variety of companies, ranging from traditional news and media companies to
Internet-based information services and including companies that may have
significantly more resources. Although this market is growing at a substantial
rate, the Company's ability to increase its revenue will depend upon its
ability to expand its sales force, to sell larger subscription contracts with
a broader solution set for its customers, and to integrate a full spectrum of
product offerings under a single brand. In addition, continued growth of the
Company's enterprise services will depend to a significant extent upon its
ability to achieve high contract renewal rates, while continuing to migrate
customers from fax and e-mail platforms to Lotus Notes and intranet-based
services with larger reader bases. Although the Company has recently taken
steps to enhance its service offerings to enterprise customers, including
establishing a content provider relationship with Dow Jones and Company and
acquiring real-time alerting and archival capabilities with Hoover, there can
be no assurance that it will be able to increase its enterprise customer base
or achieve renewal rates that meet its objectives.

The Company's financial results will also depend to a significant extent
upon advertising revenues generated by NewsPage, its Web-based single-user
service. Such revenues will depend, among other matters, on the acceptance of
the Internet as a viable advertising medium, as well as on the Company's
ability to generate a high level of pageviews through increased NewsPage
readership and user activity, to build a direct sales force to sell
advertising, to attract and retain information providers, and to develop a
user base of a sufficient size and with appropriate demographics to attract
advertisers. The Company relies in part on distribution alliances to increase
readership of NewsPage and, in the fourth quarter of 1996, introduced the
NewsPage Network, which is intended to enable the Company to supply daily news
content to Web services sponsored by third parties, thereby extending the
reach of its advertisers and expanding NewsPage readership, at a low cost of
subscriber acquisition. Because the NewsPage Network has only recently been
introduced, however, there can be no assurance that it will be successful in
acquiring additional new users of NewsPage. If the Company is unable to
attract and increase paid advertising sponsorship of NewsPage, the Company's
business and results of operations will be materially and adversely affected.

DEPENDENCE ON KEY PERSONNEL

The Company hired Michael E. Kolowich as its President and Chief
Executive Officer in September 1996. In addition to Mr. Kolowich, the
Company's entire senior management team has joined the Company since January
1, 1996. The Company also depends, in significant part, upon the continued
services of its key technical, editorial, sales and product development
personnel, most of whom are not bound by employment agreements, and only
certain of whom are bound by noncompetition agreements. There can be no
assurance that Mr. Kolowich and the other new management personnel will be
able to effectively manage the Company or that the Company will be able to
retain its key personnel.

DEPENDENCE ON INFORMATION PROVIDERS

The Company's services currently offer approximately 600 news and
information sources from more than 60 information providers. Termination of
one or more significant information provider agreements would decrease the
news and information which the Company offers its customers and could have a
material adverse effect on the Company's business and results of operations.
Also, an increase in the fees required to be paid by the Company to its
information providers would have an adverse effect on the Company's gross
margins and results of operations. Because the Company licenses the
informational content included in its services from third parties, its
exposure to copyright infringement actions may increase. Although the Company
generally obtains representations as to the origins and ownership of such
licensed content and generally obtains indemnification for any breach thereof,
there can be no assurance that such representations will be accurate or that
indemnification will adequately compensate the Company for any breach.

RISKS ASSOCIATED WITH POSSIBLE ACQUISITIONS

Management may from time to time consider acquisitions of assets or
businesses that it believes may enable the Company to obtain complementary
skills and capabilities, offer new products, expand its customer base or
obtain other competitive advantages. Such acquisitions, including the
Company's acquisition of Hoover in November 1996 and its acquisitions of
CompanyLink and Clarinet in June 1997 involve potential risks, including
difficulties in assimilating the acquired company's operations, technology,
products and personnel, completing and integrating acquired in-process
technology, diverting management's resources, uncertainties associated with
operating in new markets and working with new employees and customers, and the
potential loss of the acquired company's key employees.

RAPID TECHNOLOGICAL CHANGE; NEW PRODUCT DELAYS; RISK OF SERVICE FAILURES

The Company's future success will depend on its ability to enhance its
existing services, to develop new products and services that address the needs
of its customers and to respond to technological advances and emerging
industry standards and practices, each on a timely basis. Services as complex
as those offered by the Company entail significant technical risks, often
encounter development delays and may result in service failures when first
introduced or as new versions are released. Any such delays in development or
failures that occur after commercial introduction of new or enhanced services
may result in loss of or delay in market acceptance, which could have a
material adverse effect upon the Company's business and results of operations.

RISK OF SYSTEM FAILURE OR INADEQUACY

The Company's operations are dependent on its ability to maintain its
computer and telecommunications systems in effective working order and to
protect its systems against damage from fire, natural disaster, power loss,
telecommunications failure or similar events. The Company's principal computer
and telecommunications equipment, including its processing operations, is
located at its headquarters facility in Burlington, Massachusetts. Although
the Company has limited back-up capability, this measure does not eliminate
the significant risk to the Company's operations from a natural disaster or
system failure at its principal site. In addition, any failure or delay in the
timely transmission or receipt of feeds and computer downloads from its
information providers, whether on account of system failure of the information
providers, the public network or otherwise, could disrupt the Company's
operations.

DEPENDENCE ON PROPRIETARY TECHNOLOGY; RISK OF THIRD PARTY CLAIMS FOR
INFRINGEMENT; POSSIBLE TRADEMARK INFRINGEMENT CLAIMS

The Company's success is dependent to a significant degree on its
proprietary technology. The Company relies on a combination of trade secret,
copyright and trademark laws, non-disclosure agreements with employees and
third parties, and contractual provisions to establish and protect its
proprietary rights. Despite these efforts, unauthorized parties may attempt to
copy aspects of the Company's services or to obtain and use information that
the Company regards as proprietary. There can be no assurance that the
protective measures taken by the Company will be adequate or that the
competitors will not independently develop technologies that are substantially
equivalent or superior to those of the Company. The Company may also be
subject to litigation to defend against claimed infringement of the
intellectual property rights of others. Adverse determinations in such
litigation could result in the loss of the Company's proprietary rights,
subject the Company to significant liabilities, require the Company to seek
licenses from third parties, and prevent the Company from selling its
services, any one of which could have a material adverse effect on the
Company's business and results of operations.

DEPENDENCE ON STRATEGIC RELATIONSHIPS

The Company has entered into certain cooperative marketing agreements and
informal arrangements with software vendors, Web site sponsors and operators
of on-line networks, including Microsoft, Netscape, Infoseek and NETCOM. These
companies do not presently market services that compete directly with those of
the Company. If the Company's marketing activities with such companies were
terminated, reduced, curtailed, or otherwise modified, the Company may not be
able to replace or supplement such efforts alone or with others. If these
companies were to develop and market their own business information services
or those of the Company's competitors, the Company's business and results of
operations may be materially and adversely affected.

RISKS ASSOCIATED WITH INTERNATIONAL EXPANSION

A key component of the Company's strategy is its planned expansion into
international markets. To date, the Company has only limited experience in
marketing, selling, and delivering its products and services internationally.
There can be no assurance that the Company will be able to successfully
market, sell, and deliver its products and services in international markets.

RISKS ASSOCIATED WITH SECURITIES LITIGATION

A class action shareholder suit has been filed against the Company,
certain of its directors and officers and the underwriters of its initial
public offering claiming that the defendants made misstatements, or failed to
make statements, to the investing public in the IPO Prospectus and
Registration Statement, as well as in subsequent public disclosures, relating
to the alleged existence of disputes between Joseph A. Amram and the Company.
The Company believes that the allegations contained in the complaint are
without merit and intends to defend vigorously against the claims. However,
the lawsuit is in its earliest stages, and no estimate of possible loss, if
any, can currently be made. There can be no assurance that this litigation
will ultimately be resolved on terms that are favorable to the Company and
that the resolution of this litigation will not have a material adverse effect
on the Company.

Due to all of the foregoing factors, it is possible that in some future
quarter the Company's results of operations will be below the expectations of
public market analysts and investors. In such event, the price of the
Company's Common Stock would likely be materially adversely affected.

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the
Shares of Common Stock by the Selling Officer.

THE SELLING OFFICER

This Prospectus relates to possible sales by the Selling Officer of
Shares received by the Selling Officer on September 18, 1996 pursuant to a
written compensation contract between the Company and the Selling Officer.

The following table shows the name of the Selling Officer, the number of
outstanding Shares of Common Stock the Company beneficially owned by him, and
the number of Shares available for resale hereunder. Because the Selling
Officer may sell all or part of such Shares pursuant to this Prospectus, no
estimate can be given as to the amount of Shares that will be held by the
Selling Officer upon termination of this offering.

SELLING SHAREHOLDER TABLE

NUMBER OF NUMBER OF
SHARES SHARES AVAILABLE
BENEFICIALLY FOR SALE
NAME OWNED HEREUNDER
- - ---------------------- ------------ ----------------

Michael E. Kolowich(1) 402,006 100,000
<FN>

______________________

(1) Mr. Kolowich is currently the Chairman of the Board, President and
Chief Executive Officer. Mr. Kolowich is the beneficial owner of 2.45% of the
Company's Common Stock. In the event of sale of all of the 100,000 shares of
Common Stock offered hereby, Mr. Kolowich would beneficially own 1.84% of the
Company's Common Stock.

PLAN OF DISTRIBUTION

The Shares offered hereby are being sold by the Selling Officer for his
own account. The Company will not receive any of the proceeds from this
offering.

It is anticipated that the Selling Officer may from time to time make
sales of all or part of the Shares of Common Stock covered by this Prospectus
in the over-the-counter market, by block trading, in negotiated transactions
or otherwise at prices then prevailing or in private transactions at
negotiated prices. In addition to sales under this Prospectus, the Selling
Officer may also effect sales of shares of Common Stock covered by this
prospectus pursuant to Rule 144 promulgated under the Act. All the foregoing
transactions will be made without payment of any underwriting commissions or
discounts, other than the customary brokers' fees normally paid in connection
with such transactions. The Selling Officer will have the right to withdraw
the offered Shares prior to sale. There is no present plan of distribution.

LEGAL MATTERS

The validity of the issuance of the Shares offered hereby will be passed
upon by Testa, Hurwitz & Thibeault, LLP, High Street Tower, 125 High Street,
Boston, MA 02110.

EXPERTS

The consolidated financial statements of Individual, Inc., appearing in
the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1996 have been audited by Coopers & Lybrand L.L.P., independent auditors,
as set forth in their report thereon included therein and incorporated herein
by reference. Such consolidated financial statements are incorporated herein
by reference in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed with the Commission are incorporated by
reference in this Prospectus:

(a) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.

(b) Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.

(d) Registrant's Current Report on Form 8-K dated July 3, 1997.

(e) The section entitled "Description of Registrant's Securities to
be Registered" contained in the Registrant's Registration Statement on Form
8-A, filed pursuant to Section 12(g) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), on February 8, 1996; and

(f) All documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that
all securities offered herein have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Delaware General Corporation Law and the Registrant's Third
Amended and Restated Certificate of Incorporation provide for indemnification
of the Registrant's directors and officers for liabilities and expenses that
they may incur in such capacity. In general, directors and officers are
indemnified with respect to actions taken in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and with respect to any criminal action or proceeding, actions
that the indemnitee had no reasonable cause to believe were unlawful.

The Company maintains directors and officers liability insurance for the
benefit of its directors and certain of its officers.

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
Securities Act of 1933 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 Securities Act of 1933, as amended, and will be governed by
the final adjudication of such issue.

No dealer, salesperson or any other person has been authorized to
give any information or to make any representations not contained in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company or the Selling
Officer. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to sell, any securities other than the registered
securities to which it relates, or an offer to or solicitation of any person
in any jurisdiction where such an offer or solicitation would be unlawful.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create an implication that the information contained
herein is correct as of any time subsequent to the date hereof.
____________________

TABLE OF CONTENTS
Page
----

Available Information 2
The Company 3
Risk Factors 3
Use of Proceeds 6
The Selling Officer 6
Plan of Distribution 7
Legal Matters 7
Experts 7
Incorporation of Certain Information
by Reference 8
Indemnification of Directors
and Officers 8

100,000 SHARES

INDIVIDUAL, INC.

COMMON STOCK

_______________

PROSPECTUS
_______________

August 15, 1997

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION
-----------------

The documents containing the information specified in this Item 1 will be
sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant
to Rule 424.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
-----------------------------------------------------------------

The documents containing the information specified in this Item 2 will be
sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant
to Rule 424.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
-------------------------------------------

The following documents filed with the Commission are incorporated by
reference in this Registration Statement:

(a) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.

(b) Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.

(d) Registrant's Current Report on Form 8-K dated July 3, 1997.

(f) All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.

ITEM 8. EXHIBITS
--------

EXHIBIT NO. DESCRIPTION OF EXHIBIT
------------ ------------------------

Exhibit 4.1 Specimen certificate representing the Common Stock of the
Registrant (filed as Exhibit 4.1 to Registrant's Registration Statement on
Form S-1 (File No. 333-00792) and incorporated herein by reference).

Exhibit 4.2 Third Amended and Restated Certificate of Incorporation
of the Registrant (filed as Exhibit 3.3 to Registrant's Registration Statement
on Form S-1 (File No. 333-00792) and incorporated herein by reference).

Exhibit 4.3 Amended and Restated By-laws of the Registrant (filed as
Exhibit 3.5 to Registrant's Registration Statement on Form S-1 (File No.
333-00792) and incorporated herein by reference).

Exhibit 4.4 1996 Employee Stock Purchase Plan (filed as Exhibit 10.3
to Registrant's Registration Statement on Form S-1 (File No. 333-00792) and
incorporated herein by reference).

Exhibit 4.5 1996 Employee Stock Purchase Plan
Enrollment/Authorization Form (filed as Exhibit 4.5 to Registrant's
Registration Statement on Form S-8 (File No. 333-2806) and incorporated herein
by reference).

Exhibit 4.6 Amended and Restated 1989 Stock Option Plan (originally
filed as Exhibit 10.1 to Registrant's Registration Statement on Form S-1 (File
No. 333-00792) and subsequently amended and filed as Exhibit 99 to
Registrant's Proxy Statement on Schedule 14A dated April 17, 1997 and
incorporated herein by reference).

Exhibit 4.7 Form of Incentive Stock Option Agreement under the
Amended and Restated 1989 Stock Option Plan (filed as Exhibit 4.7 to
Registrant's Registration Statement on Form S-8 (File No. 333-07815) and
incorporated herein by reference).

Exhibit 4.8 Form of Non-Qualified Stock Option Agreement under the
Amended and Restated 1989 Stock Option Plan (filed as Exhibit 4.8 to
Registrant's Registration Statement on Form S-8 (File No. 333-07815) and
incorporated herein by reference).

Exhibit 4.9 1996 Non-Employee Director Stock Option Plan (filed as
Exhibit 10.2 to Registrant's Registration Statement on Form S-1 (File No.
333-00792) and incorporated herein by reference).

Exhibit 4.10 Form of Non-Qualified Stock Option Agreement under the
1996 Non-Employee Director Stock Option Plan (filed as Exhibit 4.10 to
Registrant's Registration Statement on Form S-8 (File No. 333-07815) and
incorporated herein by reference).

Exhibit 4.11 FreeLoader Amended and Restated 1996 Stock Plan (filed
as Exhibit 4.11 to Registrant's Registration Statement on Form S-8 (File No.
333-07815) and incorporated herein by reference).

Exhibit 4.12 Form of Stock Option Agreement under the FreeLoader
Amended and Restated 1996 Stock Plan (filed as Exhibit 4.12 to Registrant's
Registration Statement on Form S-8 (File No. 333-07815) and incorporated
herein by reference).

Exhibit 4.13 ClariNet 1995 Incentive Stock Option Plan (filed
herewith).

Exhibit 4.14 Form of Stock Option Agreement under the ClariNet 1995
Incentive Stock Option Plan (filed herewith).

Exhibit 4.15 ClariNet 1996 Stock Option Plan (filed herewith).

Exhibit 4.16 Form of Stock Option Agreement under the ClariNet 1996
Stock Option Plan (filed herewith).

Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP (filed
herewith).

Exhibit 23.1 Consent of Coopers & Lybrand L.L.P. (filed herewith).

Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).

Exhibit 24.1 Power of Attorney (included as part of the signature
page to 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,
represent a fundamental change in the information set forth in the
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 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) 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) 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 provisions described in Item 6, 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 Securities Act of 1933 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 questions whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Individual, Inc., 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 Burlington,
Commonwealth of Massachusetts, on this 14th day of August, 1997.

INDIVIDUAL, INC.

By: /s/ Michael E. Kolowich
----------------------------
Michael E. Kolowich
Chairman of the Board, President and Chief
Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Michael E.
Kolowich and Robert L. Lentz his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8 (including post-effective amendments),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may 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/ Michael E. Kolowich. . . . . . . . Chairman of the Board, President, August 14, 1997
- - --------------------------------------
Michael E. Kolowich. . . . . . . . . . Chief Executive
Officer and Director
(Principal Executive Officer)

/s/ Robert L. Lentz. . . . . . . . . . Vice President, Finance and August 14, 1997
- - --------------------------------------
Robert L. Lentz. . . . . . . . . . . . Administration, Chief Financial
Officer, Treasurer and Secretary
(Principal Financial and Accounting
Officer)

/s/ Joseph A. Amram. . . . . . . . . . Director August 14, 1997
- - --------------------------------------
Joseph A. Amram

/s/ James Daniell. . . . . . . . . . . Director August 14, 1997
- - --------------------------------------
James Daniell

William A. Devereaux . . . . . . . . . Director August 14, 1997
- - --------------------------------------
William A. Devereaux

/s/ Jeffery Galt . . . . . . . . . . . Director August 14, 1997
- - --------------------------------------
Jeffery Galt

/s/ Elon Kohlberg. . . . . . . . . . . Director August 14, 1997
- - --------------------------------------
Elon Kohlberg

/s/ Marino R. Polestra . . . . . . . . Director August 14, 1997
- - --------------------------------------
Marino R. Polestra

/s/ Gregory S. Stanger . . . . . . . . Director August 14, 1997
- - --------------------------------------
Gregory S. Stanger

INDEX TO EXHIBITS

Exhibit Description of Exhibit
- - ------------------------------------------------ ---------------------------------------------------------------

Exhibit 4.1 . .. . . . . . . . . . . . . . . . . Specimen certificate representing the Common Stock of the
Registrant (filed as Exhibit 4.1 to Registrant's Registration
Statement on Form S-1 (File No. 333-00792) and incorporated
herein by reference).
Exhibit 4.2 . .. . . . . . . . . . . . . . . . . Third Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.3 to Registrant's Registration
Statement on Form S-1 (File No. 333-00792) and incorporated
herein by reference).
Exhibit 4.3 . . . . . . . . . . . . . . .. . . . Amended and Restated By-laws of the Registrant (filed as
Exhibit 3.5 to Registrant's Registration Statement on Form S-1
(File No. 333-00792) and incorporated herein by reference).
Exhibit 4.4 . . . . . . . . . . . . . . .. . . . 1996 Employee Stock Purchase Plan (filed as Exhibit 10.3 to
Registrant's Registration Statement on Form S-1 (File No. 333-
00792) and incorporated herein by reference).
Exhibit 4.5 . . . . . . . . . . . . . . .. . . . 1996 Employee Stock Purchase Plan Enrollment/Authorization
Form (filed as Exhibit 4.5 to Registrant's Registration Statement
on Form S-8 (File No. 333-2806) and incorporated herein by
reference).
Exhibit 4.6 . . . . . . . . . . . . . . .. . . . Amended and Restated 1989 Stock Option Plan (originally filed
as Exhibit 10.1 to Registrant's Registration Statement on Form S-
1 (File No. 333-00792) and subsequently amended and filed as
Exhibit 99 to Registrant's Proxy Statement on Schedule 14A
dated April 17, 1997 and incorporated herein by reference).
Exhibit 4.7 . . . . . . . . . . . . . . . . . . Form of Incentive Stock Option Agreement under the Amended
and Restated 1989 Stock Option Plan (filed as Exhibit 4.7 to
Registrant's Registration Statement on Form S-8 (File No. 333-
07815) and incorporated herein by reference).
Exhibit 4.8 . . . . . . . . . . . . . . . . . . Form of Non-Qualified Stock Option Agreement under the
Amended and Restated 1989 Stock Option Plan (filed as Exhibit
4.8 to Registrant's Registration Statement on Form S-8 (File No.
333-07815) and incorporated herein by reference).
Exhibit 4.9 . . . . . . . . . . . . . . . . . . 1996 Non-Employee Director Stock Option Plan (filed as Exhibit
10.2 to Registrant's Registration Statement on Form S-1 (File No.
333-00792) and incorporated herein by reference).
Exhibit 4.10. . . . . . . . . . . . . . . . . . Form of Non-Qualified Stock Option Agreement under the 1996
Non-Employee Director Stock Option Plan (filed as Exhibit 4.10
to Registrant's Registration Statement on Form S-8 (File No. 333-
07815) and incorporated herein by reference).
Exhibit 4.11. . . . . . . . . . . . . . . . . . FreeLoader Amended and Restated 1996 Stock Plan (filed as
Exhibit 4.11 to Registrant's Registration Statement on Form S-8
(File No. 333-07815) and incorporated herein by reference).
Exhibit 4.12. . . . . . . . . . . . . . . . . . Form of Stock Option Agreement under the FreeLoader Amended
and Restated 1996 Stock Plan (filed as Exhibit 4.12 to
Registrant's Registration Statement on Form S-8 (File No. 333-
07815) and incorporated herein by reference).
Exhibit 4.13. . . . . . . . . . . . . . . . . . ClariNet 1995 Incentive Stock Option Plan (filed herewith).
Exhibit 4.14. . . . . . . . . . . . . . . . . . Form of Stock Option Agreement under the ClariNet 1995
Incentive Stock Option Plan (filed herewith).
Exhibit 4.15. . .. . . . . . . . . . . . . . . . ClariNet 1996 Stock Option Plan (filed herewith).
Exhibit 4.16. . . . . . . . . . . . . . . . . . Form of Stock Option Agreement under the ClariNet 1996 Stock
Option Plan (filed herewith).
Exhibit 5.1 . . .. . . . . . . . . . . . . . . . Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).
Exhibit 23.1. . .. . . . . . . . . . . . . . . . Consent of Coopers & Lybrand L.L.P. (filed herewith).
Exhibit 23.2. . .. . . . . . . . . . . . . . . . Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).
Exhibit 24.1. . .. . . . . . . . . . . . . . . . Power of Attorney (included as part of the signature page to this
Registration Statement).