As filed with the Securities & Exchange Commission on September 2, 1999

Registration No. 333-______
================================================================================

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

FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________

ONLINE SYSTEM SERVICES, INC. (d/b/a/ Webb Interactive Services, Inc.*)
(Exact name of issuer as specified in its charter)

Colorado 84-1293864
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

1800 Glenarm Place, Suite 700
Denver, Colorado 80202
(303) 296-9200
(Address and telephone number of principal executive offices)
_________________________

R. Steven Adams
Online System Services, Inc.
1800 Glenarm Place, Suite 700
Denver, Colorado 80202
(303) 296-9200
(Name, address and telephone number of agent for service)

Copy to:
Lindley S. Branson
Steven J. Price
Gray, Plant, Mooty, Mooty & Bennett, P.A.
33 South Sixth Street
3400 City Center
Minneapolis, Minnesota 55402
(612) 343-2800

_________________________

Approximate date of commencement of proposed sale to the 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, check the following box and list the
Securities Act registration statement number of earlier effective registration
statement for 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 effective registration statement
for same offering. [_]____________________________________________________

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

CALCULATION OF REGISTRATION FEE

Title of securities Amount to be Proposed maximum Proposed maximum aggregate Amount of
to be registered registered offering price (1) offering price (1) registration fee
- ------------------------------------------------------------------------------------------------------------------------------------

Common Stock, no par value (2) 907,975 $10.00 $ 9,079,750 $2,524.17
Common Stock, no par value (3) 240,420 $10.00 $ 2,404,200 $ 668.37

----------------- -------------------------- ------------------
Total 1,148,395 $11,483,950 $3,192.54

_______________________________
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of Regulation C as of the close of the market on
August 26, 1999.

(2) Common stock and convertible securities issued by OSS pursuant to conversion
of securities of Durand Communications, Inc. ("DCI") pursuant to the terms
of an Agreement and Plan of Merger between OSS, Durand Acquisition
Corporation, and DCI dated March 19, 1998 (the "Merger") and as
compensation.

(3) Common stock issuable by OSS upon conversion of options and warrants to
purchase common stock of OSS issued pursuant to the terms of the Merger.

_______________________________

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.

* We are in the process of changing our name to Webb Interactive Services, Inc.

PROSPECTUS

ONLINE SYSTEM SERVICES, INC.

This is a public offering of a maximum of 1,148,395 shares of common stock
of Online System Services, Inc. The selling shareholders are offering all of the
shares to be sold. We will not receive any of the proceeds from the offer and
sale of the shares, however, 240,420 of the shares offered by the selling
shareholders are issuable upon the exercise of issued and outstanding
transferable options and warrants of OSS at various exercise prices. If all of
these options and warrants are exercised in full, we will receive proceeds of
$2,217,692.

The Nasdaq SmallCap Market lists our common stock under the symbol WEBB.

Investing in our common stock involves risks. You should not purchase our
common stock unless you can afford to lose your entire investment. See "Risk
Factors" beginning on page 4 of this prospectus.

Because the selling shareholders will offer and sell the shares at various
times, we have not included in this prospectus information about the price to
the public of the shares or the proceeds to the selling shareholders.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or passed on the
adequacy of the disclosures in this prospectus. Any representation to the
contrary is a criminal offense.

The date of this prospectus is September 2, 1999.

ONLINE SYSTEM SERVICES, INC.

Online System Services, Inc. (d/b/a Webb Interactive Services, Inc.)
(NASDAQ: WEBB) ("OSS" or "Webb") is developing a new generation of Internet
applications that simplify and support e-commerce transactions in local markets.
Our products provide an interactive framework of local commerce and community-
based services comprised of publishing content management, community-building
and communications. Branded CommunityWare/XML, our products generally are
offered on a private-labeled, application service basis through high-volume
distribution partners such as yellow page publishers, newspapers, city guides
and search engines.

To date, we have generated revenues through the sale of design and
consulting services for Web site development and network engineering services,
resale of software licenses, mark-ups on computer hardware and software sold to
customers, maintenance fees charged to customers to maintain computer hardware
and Web sites, license fees based on a percentage of revenues from our products
and services, training course fees, and monthly fees paid by customers for
Internet access which we have provided. We commenced sales in February 1995 and
have incurred losses from operations since inception. At June 30, 1999, we had
an accumulated deficit of $30,620,542. The reports of our independent public
accountants for the years ended December 31, 1998 and 1997 contained a paragraph
noting substantial doubt regarding our ability to continue as a going concern.

Based on our current projections, we have cash on hand at August 27, 1999,
which will allow us to operate through February, 1999. Accordingly, we will
need to raise additional capital, which could involve the issuance of dilutive
equity securities and/or reduce our operating activity to conserve cash.

Prior to the third quarter of 1997, our focus generally was on three
markets: general Web site development, maintenance and hosting; rural or small
market Internet service providers ("ISPs"); and healthcare information services
and continuing medical education. Each of these activities involved, to varying
degrees, the building of online communities and the development of tools and
services to allow for the building of strategic and customized Web sites. As an
outgrowth of these activities, since mid 1997, our business has evolved to the
development of online communities and more recently, the development of Internet
applications that simplify and support e-commerce transactions in local markets.

Our application services are being developed to solve two of the largest
problems in the local online market; the failure of merchants to have their web
sites found by their target customers, and the inability of customers to find
merchants, compare products and services, and ask questions, or conduct
transactions such as making an appointment or requesting a bid.

The opportunity to connect buyers and sellers in the rapidly emerging local
online market is significant. The Kelsey Group estimates that the number of
U.S. based local businesses that are active advertisers and that have a web
presence will increase from 1.9 million in 1999 to 5.2 million in 2004.
According to Forrester Research, local online sales are projected to grow from
$680 million in 1998 to $6.1 billion in 2003. The local only advertising
dollars spent in support of these web site activities are projected to grow from
$135 million in 1998 to $1.7 billion in 2003.

Our application solutions are intended to provide:

. Local market merchants with advanced yet easy-to-use web site
publishing tools, new ways to have their site found by their target
customers, and services that turn web site visitors into leads,
buyers, and repeat customers.

. Consumers with unique abilities to easily comparison shop and interact
online with merchants in support of e-commerce or in-store
transactions.

. Directory services and yellow page publishers who host local market
merchant sites with enhanced services to attract a larger share of
merchant web sites and command premium fees for site development and
hosting.

In addition to targeting the local directory and e-commerce markets, we
also offer online banking transaction processing and management services to
local-market focused credit unions and community banks. Over

the next year, we intend to offer a suite of XML-enabled services to these
financial institutions to enhance customer service and support and connect their
loans and other financial services into the local e-commerce marketplace.

We have over five years of experience in web site development and in
developing and marketing community building tools supported by a full suite of
content rich services. Customers have included Citicorp Diners Club, Invesco
Funds Group, TCI International, Intermedia Partners and Bresnan Communications,
Inc.

During the first six months of 1999, we acquired privately held Durand
Communications, Inc. and NetIgnite, Inc.

We have contracted with Switchboard, Inc. as a key anchor distribution
partner in the online local directories market and with CU Cooperative Systems,
Inc. in the community banking arena. We believe these partners provide a
critical mass of end users that will generate sustainable and recurring revenue
for Webb and a strong foundation on which to build enhanced distribution
relationships with other market leaders. As a result of these agreements, we
expect our revenues to increase during the remainder of fiscal 1999 and beyond.

Our strategy is to develop a competitive advantage and build a leadership
position in local e-commerce by:

. Delivering leading-edge technical solutions that provide first mover
advantage and capitalize on our expertise in online community,
communication and XML-based technologies;

. Securing additional distribution partnerships that drive the
deployment of our technologies to a critical mass of end-users; and

. Providing innovative, value-added services to enhance buyer-seller
interaction.

On August 25, 1999, we issued to an investor a three-year Promissory Note
in the amount of $5,000,000 and a five-year Warrant representing the right to
acquire 136,519 shares of our common stock at an exercise price of $11.44 per
share in consideration for which the investor loaned to the Company $5,000,000.
The Note becomes convertible 120 days after issuance if it has not been redeemed
by the Company at a conversion price equal to the lesser of $11.14 or the
average of the five lowest closing bid prices for our common stock during the 15
trading days prior to the date of conversion.

OSS was incorporated under the laws of the State of Colorado on March 22,
1994. Our executive offices are located at 1800 Glenarm Place, Suite 700,
Denver, Colorado 80202, telephone number (303) 296-9200.

RISK FACTORS

Our limited operating history could affect our business. We were founded
in March 1994 and commenced sales in February 1995. Accordingly, we have a
limited operating history upon which you may evaluate us. Our business is
subject to the risks, expenses and difficulties frequently encountered by
companies with a limited operating history including:

. Limited ability to respond to competitive developments,

. Exaggerated effect of unfavorable changes in general economic and
market conditions,

. Ability to attract qualified personnel, and

. Ability to develop and introduce new product and service offerings.

There is no assurance we will be successful in addressing these risks. If we
are unable to successfully address these risks our business could be
significantly affected.

We have accumulated losses since inception and we anticipate that we will
continue to accumulate losses for the foreseeable future. We have incurred net
losses since inception totaling $30,620,542 through June 30, 1999. In addition,
we expect to incur additional substantial operating and net losses in 1999 and
for one or more years thereafter. We expect to incur these additional losses
because:

. We currently intend to increase our capital expenditures and operating
expenses to expand the functionality and performance of our products
and services,

. We recorded goodwill and other intangible assets in connection with
the DCI and NetIgnite acquisitions which we will amortize over their
estimated useful lives of approximately three years. We have allocated
approximately $14.7 million to goodwill and other intangible assets in
connection with these acquisitions.

Net losses since inception include approximately $10.2 million of non-cash
expenses related to the issuance of preferred stock and warrants in financing
transactions and warrants issued to three customers. The current competitive
business environment may result in our issuance of similar securities in future
financing transactions or to other companies as an inducement for them to enter
into a business relationship with us. While these transactions represent non-
cash charges, to the extent that we enter into similar transaction in the
future, they will increase our expenses and may increase our net loss.

If we are unable to raise additional working capital funds, we may not be
able to sustain our operations. We believe that our present cash and cash
equivalents, working capital and commitments for additional equity investments
will be adequate to sustain our current level of operations only through
February 2000. If we cannot raise additional funds when needed, we may be
required to curtail or scale back our operations. These actions could have a
material adverse effect on our business, financial condition, or results of
operations. We estimate that we will need to raise through equity, debt or
other external financing at least $10 million to sustain operations for the next
12 months. There is no assurance that we will be able to raise additional funds
in amounts required or upon acceptable terms. In addition, we may discover that
we have underestimated our working capital needs, and we may need to obtain
additional funds to sustain our operations. In its report accompanying the
audited financial statements for the years ended December 31, 1998 and 1997, our
auditor, Arthur Andersen LLP, expressed substantial doubt about our ability to
continue as a going concern.

We may never become or remain profitable. Our ability to become profitable
depends on the ability of our products and services to generate revenues. The
success of our revenue model will depend upon many factors including:

. The success of our distribution partners in marketing their products
and services, and

. The extent to which consumers and businesses use our products and
conduct e-commerce transactions and advertising utilizing our
products.

Because of the new and evolving nature of the Internet, we cannot predict
whether our revenue model will prove to be viable, whether demand for our
products and services will materialize at the prices we expect to be charged, or
whether current or future pricing levels will be sustainable. Additionally, our
customer contracts may

result in significant development revenue in one quarter, which will not recur
in the next quarter for that customer. As a result, it is likely that certain
components of our revenue will be volatile, which may cause our stock price to
be volatile as well.

Our business depends on the growth of the Internet. Our business plan
assumes that the Internet will develop into a significant source of
communication and communication interactivity. However, the Internet market is
new and rapidly evolving and there is no assurance that the Internet will
develop in this manner. If the Internet does not develop in this manner, our
business, operating results and financial condition would be materially
adversely effected. Numerous factors could prevent or inhibit the development
of the Internet in this manner, including:

. The failure of the Internet's infrastructure to support Internet usage
or electronic commerce,

. The failure of businesses developing and promoting Internet commerce
to adequately secure the confidential information, such as credit card
numbers, needed to carry out Internet commerce, and

. Regulation of Internet activity

Use of many of our products and services will be dependent on distribution
partners. Because we have elected to partner with other companies for the
distribution of many of our products and services, many users of our products
and services are expected to subscribe through our distribution partners. As a
result, our distribution partners, and not us, will substantially control the
customer relationship with these users. If the business of the companies with
whom we partner is adversely affected in any manner our business, operating
results and financial condition could be materially adversely effected.

We may be unable to develop desirable products. Our products are subject
to rapid obsolescence and our future success will depend upon our ability to
develop new products and services that meet changing customer and marketplace
requirements. There is no assurance that we will be able to successfully:

. Identify new product and service opportunities, or

. Develop and introduce new products and services to market in a timely
manner.

If we are unable to accomplish these items, our business, operating results
and financial condition could be materially adversely affected.

Our products and services may not be successful. Even if we are able to
successfully identify, develop, and introduce new products and services there is
no assurance that a market for these products and services will materialize to
the size and extent that we anticipate. If a market does not materialize as we
anticipate, our business, operating results, and financial condition could be
materially adversely affected. The following factors could affect the success
of our products and services:

. The failure of our business plan to accurately predict the rate at
which the market for Internet products and services will grow,

. The failure of our business plan to accurately predict the types of
products and services the future Internet marketplace will demand,

. Our limited experience in marketing our products and services,

. The failure of our business plan to accurately predict our future
participation in the Internet marketplace,

. The failure of our business plan to accurately predict the estimated
sales cycle, price, and acceptance of our products and services,

. The development by others of products and services that renders our
products and services noncompetitive or obsolete, or

. Our failure to keep pace with the rapidly changing technology,
evolving industry standards, and frequent new product and service
introductions that characterize the Internet marketplace.

The intense competition that is prevalent in the Internet market could have
a material adverse effect on our business. Our current and prospective
competitors include many companies whose financial, technical, marketing and
other resources are substantially greater than ours. There is no assurance that
we will have the financial resources, technical expertise, or marketing, sales
and support capabilities to compete successfully. The

presence of these competitors in the Internet marketplace could have a material
adverse effect on our business, operating results, or financial condition by
causing us to:

. Reduce the average selling price of our products and services, or

. Increase our spending on marketing, sales, and product development.

There is no assurance that we would be able to offset the effects of any
such price reductions or increases in spending through an increase in the number
of our customers, higher sales from premium services, cost reductions or
otherwise. Further, our financial condition may put us at a competitive
disadvantage relative to our competitors. If we fail to, or cannot, meet
competitive challenges, our business, operating results and financial condition
could be materially adversely affected.

A limited number of our customers generate a significant portion of our
revenues. We had four customers representing 77% of revenues for the June 30,
1999 three-month period and four customers representing 82% of net revenues for
the similar 1998 period. We had four customers representing 83% of revenues for
the June 30, 1999 six-month period and three customers representing 74% of
revenues for the similar 1998 period. There is no assurance that we will be able
to attract or retain major customers. The loss of, or reduction in demand for
products or related services from major customers could have a material adverse
effect on our business, operating results, cashflows, and financial condition.

The sales cycle for our products and services is lengthy and unpredictable.
While our sales cycle varies from customer to customer, it typically has ranged
from one to six months for projects. Our pursuit of sales leads typically
involves an analysis of our prospective customer's needs, preparation of a
written proposal, one or more presentations and contract negotiations. We often
provide significant education to prospective customers regarding the use and
benefits of our Internet technologies and products. Our sales cycle may also be
affected by a prospective customer's budgetary constraints and internal
acceptance reviews, over which we have little or no control. In order to
quickly respond to, or anticipate, customer requirements, we may begin
development work prior to having a signed contract, which exposes us to the risk
that the development work will not be recovered from revenue from that customer.

We may be unable to adjust our spending to account for potential
fluctuations in our quarterly results. As a result of our limited operating
history, we do not have historical financial data for a sufficient number of
periods on which to base planned operating expenses. Therefore, our expense
levels are based in part on our expectations as to future sales and to a large
extent are fixed. We typically operate with little backlog and the sales cycles
for our products and services may vary significantly. As a result, our
quarterly sales and operating results generally depend on the volume and timing
of and the ability to close customer contracts within the quarter, which are
difficult to forecast. We may be unable to adjust spending in a timely manner
to compensate for any unexpected sales shortfalls. If we were unable to so
adjust, any significant shortfall of demand for our products and services in
relation to our expectations would have an immediate adverse effect on our
business, operating results and financial condition. Further, we currently
intend to increase our capital expenditures and operating expenses to fund
product development and increase sales and marketing efforts. To the extent
that such expenses precede or are not subsequently followed by increased sales,
our business, operating results and financial condition will be materially
adversely affected.

We may be unable to retain our key executives and research and development
personnel. Our future success also depends in part on our ability to identify,
hire and retain additional personnel, including key product development, sales,
marketing, financial and executive personnel. Competition for such personnel is
intense and there is no assurance that we can identify or hire additional
qualified personnel.

Executives and research and development personnel who leave us may compete
against us in the future. We generally enter into written nondisclosure and
nonsolicitation agreements with our officers and employees

which restrict the use and disclosure of proprietary information and the
solicitation of customers for the purpose of selling competing products or
services. However, we generally do not require our employees to enter into non-
competition agreements. Thus, if any of these officers or key employees left,
they could compete with us, so long as they did not solicit our customers. Any
such competition could have a material adverse effect on our business.

We may be unable to manage our expected growth. If we are able to
implement our growth strategy, we will experience significant growth in the
number of our employees, the scope of our operating and financial systems, and
the geographic area of our operations. There is no assurance that we will be
able to implement in whole or in part our growth strategy or that our management
or other resources will be able to successfully manage any future growth in our
business. Any failure to do so could have a material adverse effect on our
operating results and financial condition.

We may be unable to protect our intellectual property rights. Intellectual
property rights are important to our success and our competitive position.
There is no assurance that the steps we take to protect our intellectual
property rights will be adequate to prevent the imitation or unauthorized use of
our intellectual property rights. Policing unauthorized use of proprietary
systems and products is difficult and, while we are unable to determine the
extent to which piracy of our software exists, we expect software piracy to be a
persistent problem. In addition, the laws of some foreign countries do not
protect software to the same extent as do the laws of the United States. Even
if the steps we take to protect our proprietary rights prove to be adequate, our
competitors may develop products or technologies that are both non-infringing
and substantially equivalent or superior to our products or technologies.

Computer viruses and similar disruptive problems could have a material
adverse effect on our business. Our software and equipment may be vulnerable to
computer viruses or similar disruptive problems caused by our customers or other
Internet users. Our business, financial condition or operating results could be
materially adversely effected by:

. Losses caused by the presence of a computer virus that causes us or
third parties with whom we do business to interrupt, delay or cease
service to our customers,

. Losses caused by the misappropriation of secured or confidential
information by a third party who, in spite of our security measures,
obtains illegal access to this information,

. Costs associated with efforts to protect against and remedy security
breaches, or

. Lost potential revenue caused by the refusal of consumers to use our
products and services due to concerns about the security of
transactions and commerce that they conduct on the Internet.

Future government regulation could materially adversely effect our
business. There are currently few laws or regulations directly applicable to
access to, communications on, or commerce on the Internet. Therefore, we are
not currently subject to direct regulation of our business operations by any
government agency, other than regulations applicable to businesses generally.
Due to the increasing popularity and use of the Internet, however, federal,
state, local, and foreign governmental organizations are currently considering a
number of legislative and regulatory proposals related to the Internet. The
adoption of any of these laws or regulations may decrease the growth in the use
of the Internet, which could, in turn:

. Decrease the demand for our products and services,

. Increase our cost of doing business, or

. Otherwise have a material adverse effect on our business, results of
operations and financial condition.

Moreover, the applicability to the Internet of existing laws governing
issues such as property ownership, copyright, trademark, trade secret,
obscenity, libel and personal privacy is uncertain and developing. Our
business, results of operations and financial condition could be materially
adversely effected by the application or interpretation of these existing laws
to the Internet.

Our systems may not be year 2000 compliant. We have reviewed our internal
software and hardware systems. Based on this review, we believe that our
internal software and hardware systems will function properly with respect to
dates in the year 2000 and thereafter. We expect to incur no significant costs
in the future for Year 2000 problems. Nonetheless, there is no assurance in
this regard until our internal software and hardware systems are operational in
the year 2000.

The failure to correct material Year 2000 problems by our suppliers and
vendors could result in an interruption in, or a failure of, certain of our
normal business activities or operations. Due to the general uncertainty
inherent in the Year 2000 problem, resulting from the uncertainty of the Year
2000 readiness of third-party suppliers and vendors and of our customers, we are
unable to determine at this time that the consequences of Year 2000 failures
will not have a material impact on our results of operations, liquidity or
financial condition.

Our articles of incorporation and bylaws may discourage lawsuits and other
claims against our directors. Our articles of incorporation provide, as
permitted by Colorado law, that our directors shall have no personal liability
for certain breaches of their fiduciary duties to us. In addition, our bylaws
provide for mandatory indemnification of directors and officers to the fullest
extent permitted by Colorado law. These provisions may reduce the likelihood of
derivative litigation against directors and may discourage shareholders from
bringing a lawsuit against directors for a breach of their duty.

The price of our common stock has been highly volatile due to factors that
will continue to effect the price of our stock. Our common stock traded as high
as $19.38 per share and as low as $9.13 between January 1, 1999 and August 6,
1999. Historically, the over-the-counter markets for securities such as our
common stock have experienced extreme price and volume fluctuations. Some of
the factors leading to this volatility include:

. Price and volume fluctuations in the stock market at large that do not
relate to our operating performance,

. Fluctuations in our quarterly revenue and operating results,

. Announcements of product releases by us or our competitors,

. Announcements of acquisitions and/or partnerships by us or our
competitors, and

. Increases in outstanding shares of common stock upon exercise or
conversion of derivative securities.

These factors may continue to affect the price of our common stock in the
future.

The trading volume of our common stock may diminish significantly if our
common stock is prohibited from being traded on the Nasdaq SmallCap Market.
Although our shares are currently traded on The Nasdaq SmallCap Market, there is
no assurance that we will remain eligible to be included on Nasdaq. If our
common stock was no longer eligible for quotation on Nasdaq, it could become
subject to rules adopted by the Securities and Exchange Commission regulating
broker-dealer practices in connection with transactions in "penny stocks." If
our common stock became subject to the penny stock rules, many brokers may be
unwilling to engage in transactions in our common stock because of the added
regulation, thereby making it more difficult for purchasers of our common stock
to dispose of their shares.

We have issued numerous options, warrants, and convertible securities to
acquire our common stock that could have a dilutive effect on our shareholders.
We have issued numerous options, warrants, and convertible securities to acquire
our common stock. During the terms of these outstanding options, warrants, and
convertible securities, the holders of these securities will have the
opportunity to profit from an increase in the market price of our common stock
with resulting dilution to the holders of shares who purchased shares for a
price higher than the respective exercise or conversion price. The existence of
such stock options, warrants and convertible securities may adversely affect the
terms on which we can obtain additional financing, and you should expect the
holders of such options or warrants to exercise or convert those securities at a
time when we, in all likelihood, would be able to obtain additional capital by
offering securities on terms more favorable to us than those provided by the
exercise or conversion of such options or warrants.

As of August 6, 1999, we have issued the following warrants and options to
acquire shares of our common stock:

. Options and warrants to purchase 1,919,228 shares of common stock upon
exercise of such options and warrants, exercisable at prices ranging
from $0.50 to $18.25 per share, with a weighted average exercise price
of approximately $9.08 per share.

. Options issued to EBI Securities Corporation, the representative of
the underwriters involved in our initial public offering (the
"Representative's Option"), to purchase 106,700 shares of common stock
upon exercise of the Representative's Option at a purchase price of
$8.10 per share.

. Warrants issued in connection with the issuance of the 10% Preferred
Stock to purchase 53,500 shares of common stock upon exercise of such
warrants, exercisable at $15.00 per share.

. Warrants issued in connection with the issuance of the 5% Preferred
Stock to purchase 100,000 shares of common stock upon exercise of such
warrants, exercisable at $16.33 per share.

. Warrants issued to customers to purchase 81,829 shares of common stock
upon exercise of such warrants, exercisable at $8.77 to $9.94

. Warrants issued to purchase 223,700 shares of common stock at prices
ranging from $4.30 to $20.33 assumed in connection with the
acquisition of DCI.

In addition to these warrants and options, we have reserved an
indeterminate number of shares of common stock for issuance upon conversion of
outstanding shares of our 10% and Series C Preferred Stock. Based on the market
value for the common stock as of August 6, 1999, the then outstanding 10%
Preferred Stock and Series C Preferred Stock were convertible into approximately
113,108 shares and 78,853 shares, respectfully, of common stock. The number of
shares of common stock issuable upon conversion of the 10% Preferred Stock and
the Series C Preferred Stock could increase significantly if the market value
for our common stock decreases in the future. Further, there could be issuances
of additional similar securities in connection with our need to raise additional
working capital.

Future sales of our common stock in the public market could adversely
affect the price of our common stock. Sales of substantial amounts of common
stock in the public market that is not currently freely tradable, or even the
potential for such sales, could have an adverse affect on the market price for
shares of our common stock and could impair the ability of purchasers of our
common stock to recoup their investment or make a profit. As of August 6, 1999,
these shares consist of:

. Approximately 630,000 shares owned by our officers, directors and
holders of 10% of our outstanding common stock ("Affiliate Shares"),
and

. The shares being offered pursuant to this Prospectus.

Unless the Affiliate Shares are further registered under the securities
laws, they may not be resold except in compliance with Rule 144 promulgated by
the SEC, or some other exemption from registration. Rule 144 does not prohibit
the sale of these shares but does place conditions on their resale which must be
complied with before they can be resold. The shares of the common stock issued
to the shareholders of DCI in connection with the DCI acquisition are expected
to be registered pursuant to the Securities Act of 1933 by September 30, 1999.

Future sales of our common stock in the public market could limit our
ability to raise capital. Sales of substantial amounts of common stock in the
public market pursuant to Rule 144, upon exercise or conversion of derivative
securities or otherwise, or even the potential for such sales, could affect our
ability to raise capital through the sale of equity securities.

Provisions in our articles of incorporation allow us to issue shares of
stock that could make a third party acquisition of us difficult. Our Articles
of Incorporation authorize our Board of Directors to issue up to 20,000,000
shares of common stock and 5,000,000 shares of preferred stock in one or more
series, the terms of which may be determined at the time of issuance by the
Board of Directors, without further action by our shareholders. Preferred stock
authorized by the Board of Directors may include voting rights, preferences as
to dividends and liquidation, conversion and redemptive rights and sinking fund
provisions. If the Board of Directors authorizes the issuance of preferred
stock in the future, this authorization could affect the rights of the holders
of common stock, thereby reducing the value of the common stock, and could make
it more difficult for a third party to acquire us, even if a majority of the
holders of our common stock approved of an acquisition.

Our issuance of warrants to a customer will require us to record a non-cash
expense which will, in turn, increase our net loss available to shareholders. We
will record a non-cash expense in the amount of approximately $900,000 during
the quarter ending September 30, 1999 as a result of our issuance of a three-
year warrant to acquire 150,000 shares to a customer. In addition, the agreement
with the customer contemplates the issuance of a second warrant, subject to
certain conditions, to purchase 150,000 shares of common stock which, if issued,
could result in similar charges in the future.

We do not anticipate paying dividends on our common stock for the
foreseeable future. We have never paid dividends on our common stock and do not
intend to pay any dividends on our common stock in the foreseeable future. Any
decision by us to pay dividends on our common stock will depend upon our
profitability at the time, cash available therefor, and other factors. We
anticipate that we will devote profits, if any, to our future operations.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements made in this prospectus and the documents
incorporated by reference in this prospectus under the captions "Online System
Services, Inc.," "Risk Factors," "Recent Developments" and elsewhere in this
prospectus constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are subject
to the safe harbor provisions of the reform act. Forward-looking statements may
be identified by the use of the terminology such as may, will, expect,
anticipate, intend, believe, estimate, should, or continue or the negatives of
these terms or other variations on these words or comparable terminology. To
the extent that this prospectus contains forward-looking statements regarding
the financial condition, operating results, business prospects or any other
aspect of OSS, you should be aware that our actual financial condition,
operating results and business performance may differ materially from that
projected or estimated by OSS in the forward-looking statements. We have
attempted to identify, in context, some of the factors that we currently believe
may cause actual future experience and results to differ from their current
expectations. These differences may be caused by a variety of factors, including
but not limited to adverse economic conditions, intense competition, including
entry of new competitors, ability to obtain sufficient financing to support our
operations, progress in research and development activities, variations in costs
that are beyond our control, changes in capital expenditure budgets for cable
companies, adverse federal, state and local government regulation, inadequate
capital, unexpected costs, lower sales and net income, or higher net losses than
forecasted, price increases for equipment, inability to raise prices, failure to
obtain new customers, the possible fluctuation and volatility of our operating
results and financial condition, inability to carry out marketing and sales
plans, loss of key executives, and other specific risks that may be alluded to
in this prospectus.

USE OF PROCEEDS

We will not receive any of the proceeds from the offer and sale of the
shares, however, 240,420 of the shares offered by the selling shareholders are
issuable upon the exercise of issued and outstanding transferable options of OSS
at various exercise prices, pursuant to the terms of the Merger. If all of
these options are exercised in full, we will receive proceeds of $2,217,692.

SELLING SHAREHOLDERS

The selling shareholders have indicated that the shares offered by this
prospectus may be sold from time to time by them or by their pledgees, donees,
transferees or other successors in interest. The following table shows as of
August 1, 1999:

. The name of each of the selling shareholders,

. The number of shares of our common stock beneficially owned by each of
the selling shareholders, and

. The number and percentage of securities offered by this prospectus
that may be sold from time to time by each of the selling
shareholders.

In addition, under the registration statement of which this prospectus is a
part we have registered an additional number of shares of our common stock that
we may be required to issue to the selling shareholders as a result of any stock
split, stock dividend or similar transaction involving our common stock. In the
following table, we have calculated percentage ownership by assuming that all
shares of common stock which the selling

shareholder has the right to acquire within 60 days from the date of this
prospectus upon the exercise of options, warrants, or convertible
securities are outstanding for the purpose of calculating the percentage of
common stock owned by the selling shareholder.

There is no assurance that the selling shareholders will sell the shares
offered by this prospectus.

- ----------------------------------------------------------------------------------------------------------------------------------
Percentage of
Shares of Common Shares of Common Common Stock
Stock Owned Shares of Common Stock Owned Owned Beneficially
Name of Selling Beneficially Before Stock Offered By Beneficially After Before Offering/After
Shareholder Offering This Prospectus Offering Offering
- ----------------------------------------------------------------------------------------------------------------------------------

Gerald S. Armstrong 57,463 57,463 0 * / *
Daniel B. Najor 13,004 13,004 0 * / *
CJ Overseas, Ltd. 94,438 (1) 94,438 0 1.3% / *
Page Whyte 7,668 7,668 0 * / *
David Schmidt 13,523 13,523 0 * / *
Kevin Kimberlin Partners, PL 100,860 (2) 100,860 0 1.3% / *
Chavalit Kanchanachayphoom 9,225 9,225 0 * / *
Chatchawn Kanchanachayphoom 9,225 9,225 0 * / *
Chana Kanchanachayphoom 9,225 9,225 0 * / *
Sally L. Irving Michael Cook 4,920 (3) 4,920 0 * / *
Randall N. Green 23,026 (4) 23,026 0 * / *
Walter Goodman 14,723 14,723 0 * / *
Earnest J. Friedman 6,150 6,150 0 * / *
Bryan Field-Elliot 44,991 (5) 26,991 18,000 * / *
Kristine Esters 7,850 7,850 0 * / *
Elisabeth Esters 7,850 7,850 0 * / *
Fuel Systems Consulting Profit
Sharing Plan 10,022 10,022 0 * / *
Namchai Charnmanoon 9,225 9,225 0 * / *
The Berkus Trust DTD September
17,1993 41,992 (6) 36,088 5,904 * / *
Megumi Armano 6,150 6,150 0 * / *
Andrew F. Pollet and Sally M.
Pollet C -- Trustee of the Andrew
F and Sally M. Pollet Revocable
Trust DTD March 6, 1990 2,460 2,460 0 * / *
Phillip L. Becker 15,540 (7) 9,636 5,904 * / *
Esters Family Partnership 55,308 55,308 0 * / *
Frank Perna 13,542 (8) 7,638 5,904 * / *
Sarah H. Blackmun 24,912 24,912 0 * / *
Irwin Dubinsky 6,111 6,111 0 * / *
Seymour Eskow 24,910 24,910 0 * / *
Harold Goldring 1,272 1,272 0 * / *
AJ Capital, LLC 38,745 38,745 0 * / *
Kendell R. Lang 3,291 3,291 0 * / *
Michael Towbes 6,027 (9) 3,075 2,952 * / *
Continental Far East Inc. 18,450 18,450 0 * / *
Daniel Esters 7,850 7,850 0 * / *
Suncrest Investors Asset, Inc. 52,002 (10) 44,622 7,380 * / *
Amy Belongie 2,952 (11) 2,952 0 * / *
Montecito Bancorp 1,968 (12) 1,968 0 * / *
Morris Asset Management 45,756 (13) 45,756 0 * / *
Casey Hughes 8,620 (14) 8,620 0 * / *
Robert Molnar 9,840 (15) 9,840 0 * / *
Sand Hill Capital 4,920 (16) 4,920 0 * / *

Mark Cardello 1,968 (17) 1,968 0 * / *
John Cardello 3,936 (18) 3,936 0 * / *
Patric Kealy 7,380 (19) 7,380 0 * / *
National Securities 8,110 (20) 8,110 0 * / *
Andre Durand 112,370 (21) 55,723 56,647 1.5% / *
Jeffrey Schlossberg 349 349 0 * / *
Jim Egide 5,749 5,749 0 * / *
Pamela Dyer 1,014 1,014 0 * / *
Peter J. Sprague 2,881 2,881 0 * / *
Raymond Y. Wong or Rose Marie Wong 10,278 10,278 0 * / *
Rupert Gonsalves 13,523 13,523 0 * / *
Sanford Weiss 2,736 2,736 0 * / *
The Grayson Family Trust DTD
January 20, 1986 49,158 49,158 0 * / *
Wilson Marketing Enterprise Inc. 696 696 0 * / *
Kevin Robinson 608 608 0 * / *
Gerald Morris 3,690 3,690 0 * / *
Lester Leslie 500 500 0 * / *
Lion Sutton 2,214 2,214 0 * / *
Casino World Holdings 4,598 4,598 0 * / *
Arun Pande 3,690 (22) 3,690 0 * / *
Dale Craighead 1,203 1,203 0 * / *
Donna Payne 1,274 1,274 0 * / *
Grand Harvest Limited 12,300 12,300 0 * / *
Craig Wirths 50,265 50,265 0 * / *
Ellen Vuckovich 1,198 1,198 0 * / *
Steven Wells 1,230 1,230 0 * / *
Pollet Law 16,034 16,034 0 * / *
Robert Alan Weiss 6,531 6,531 0 * / *
William Cullen 49,830 (23) 6,497 43,333 * / *
Canterbury Securities Corporation 45,955 (24) 45,955 0 * / *

_______________
* Less than 1% of shares outstanding.

(1) Includes options for the purchase of 32,482 shares.
(2) Includes options for the purchase of 27,060 shares.
(3) Includes options for the purchase of 3,690 shares.
(4) Includes options for the purchase of 3,690 shares.
(5) Includes options for the purchase of 18,000 shares.
(6) Includes options for the purchase of 5,904 shares.
(7) Includes options for the purchase of 5,904 shares.
(8) Includes options for the purchase of 5,904 shares.
(9) Includes options for the purchase of 2,952 shares.
(10) Includes options for the purchase of 7,380 shares.
(11) Includes warrants for the purchase of 2,460 shares and options for the purchase of 492 shares.
(12) Includes options for the purchase of 1,968 shares.
(13) Includes warrants for the purchase of 26,076 shares and options for the purchase of 19,680 shares.
(14) Includes options for the purchase of 8,620 shares.
(15) Includes warrants for the purchase of 4,920 shares and options for the purchase of 4,920 shares.
(16) Includes options for the purchase of 4,920 shares.
(17) Includes warrants for the purchase of 984 shares and options for the purchase of 984 shares.
(18) Includes warrants for the purchase of 1,968 shares and options for the purchase of 1,968 shares.
(19) Includes options for the purchase of 7,380 shares.
(20) Includes warrants for the purchase of 8,110 shares.
(21) Mr. Durand is a Senior Vice President of OSS.
(22) Includes options for the purchase of 3,690 shares.
(23) Includes options for the purchase of 43,333 shares.
Mr. Cullen is Executive Vice President and Chief Financial Officer of OSS
(24) Includes warrants for the purchase of 45,955 shares.

PLAN OF DISTRIBUTION

The sale of the shares offered by this prospectus may be made in the Nasdaq
SmallCap Market or other over-the-counter markets at prices and at terms then
prevailing or at prices related to the then current market price or in
negotiated transactions. These shares may be sold by one or more of the
following:

. A block trade in which the broker or dealer will attempt to sell
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction.

. Purchases by a broker or dealer as principal and resale by a broker or
dealer for its account using this prospectus.

. Ordinary brokerage transactions and transactions in which the broker
solicits purchasers.

. In privately negotiated transactions not involving a broker or dealer.

In effecting sales, brokers or dealers engaged to sell the shares may
arrange for other brokers or dealers to participate. Brokers or dealers engaged
to sell the shares will receive compensation in the form of commissions or
discounts in amounts to be negotiated immediately prior to each sale. These
brokers or dealers and any other participating brokers or dealers may be deemed
to be underwriters within the meaning of the Securities Act of 1933 in
connection with these sales. OSS will receive no proceeds from any resales of
the shares offered by this prospectus, and we anticipate that the brokers or
dealers, if any, participating in the sales of the shares will receive the usual
and customary selling commissions.

To comply with the securities laws of some states, if applicable, the
shares will be sold in these states only through brokers or dealers. In
addition, in some states, the shares may not be sold in those states unless they
have been registered or qualified for sale in these states or an exemption from
registration or qualification is available and is complied with.

DESCRIPTION OF SECURITIES

General

Our articles of incorporation authorize our board of directors to issue
25,000,000 shares of capital stock, including 20,000,000 shares of common stock
and 5,000,000 shares of preferred stock, with rights, preferences and privileges
as are determined by our board of directors.

Common Stock

As of August 6, 1999, we had 7,487,532 shares of common stock outstanding.
All outstanding shares of our common stock are fully paid and nonassessable and
the shares of our common stock offered by this prospectus will be, upon
issuance, fully paid and nonassessable. The following is a summary of the
material rights and privileges of our common stock.

Voting. Holders of our common stock are entitled to cast one vote for each
share held at all shareholder meetings for all purposes, including the election
of directors. The holders of more than 50% of the voting power of our common
stock issued and outstanding and entitled to vote and present in person or by
proxy, together with any preferred stock issued and outstanding and entitled to
vote and present in person or by proxy, constitute a quorum at all meetings of
our shareholders. The vote of the holders of a majority of our common stock
present and entitled to vote at a meeting, together with any preferred stock
present and entitled to vote at a meeting, will decide any question brought
before the meeting, except when Colorado law, our articles of incorporation, or
our bylaws require a greater vote and except when Colorado law requires a vote
of any preferred stock issued and outstanding, voting as a separate class, to
approve a matter brought before the meeting. Holders of our common stock do not
have cumulative voting for the election of directors.

Dividends. Holders of our common stock are entitled to dividends when, as
and if declared by the board of directors out of funds available for
distribution. The payment of any dividends may be limited or prohibited by loan
agreement provisions or priority dividends for preferred stock that may be
outstanding.

Preemptive Rights. The holders of our common stock have no preemptive
rights to subscribe for any additional shares of any class of our capital stock
or for any issue of bonds, notes or other securities convertible into any class
of our capital stock.

Liquidation. If we liquidate or dissolve, the holders of each outstanding
share of our common stock will be entitled to share equally in our assets
legally available for distribution to our shareholders after payment of all
liabilities and after distributions to holders of preferred stock legally
entitled to be paid distributions prior to the payment of distributions to
holders of our common stock.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file with the
SEC at the SEC's public reference room located at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's public reference rooms located at it's
regional offices in New York, New York and Chicago, Illinois. Please call the
SEC at 1-800-SEC-0300 for further information on the operation of public
reference rooms. You can also obtain copies of this material from the SEC's
Internet web site located at http://www.sec.gov.

The SEC 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 a part of this prospectus, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, file no. 0-28462:

. Our annual report on Form 10-KSB for the year ended December 31, 1998.

. Our quarterly report on Form 10-QSB for the quarter ended March 31,
1999.

. Our quarterly report on Form 10-QSB for the quarter ended June 30,
1999.

. The description of our common stock contained in our registration
statement on Form 8-A filed with the SEC on May 22, 1996.

. Our current report on Form 8-K dated January 11, 1999.

. Our current report on Form 8-K dated July 14, 1999.

. Our current report on Form 8-K dated August 25, 1999.

You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address and telephone number:

Shareholder Services
Attn: Kim Castillo
Online System Services, Inc.
1800 Glenarm Place
Suite 700
Denver, Colorado 80202
(303) 296-9200

This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
The selling shareholders will not make an offer of these shares 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 page
of this prospectus.

LEGAL MATTERS

Our legal counsel, Gray, Plant, Mooty, Mooty & Bennett, P.A., Minneapolis,
Minnesota, will issue an opinion about the legality of the shares registered by
this prospectus.

EXPERTS

The financial statements incorporated by reference in this prospectus and
elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said Firm as
experts in giving said reports. Reference is made to said report, which includes
an explanatory paragraph with respect to the uncertainty regarding the Company's
ability to continue as a going concern as discussed in Note 1 to the financial
statements incorporated by reference.

INDEMNIFICATION

Our articles of incorporation provide that we shall indemnify, to the full
extent permitted by Colorado law, any of our directors, officers, employees or
agents who are made, or threatened to be made, a party to a proceeding by reason
of the fact that he or she is or was one of our directors, officers, employees
or agents against judgments, penalties, fines, settlements and reasonable
expenses incurred by the person in connection with the proceeding if specified
standards are met. Although indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers and
controlling persons under these provisions, we have been advised that, in the
opinion of the SEC, indemnification for liabilities arising under the Securities
Act of 1933 is against public policy as expressed in the Securities Act and is,
therefore, unenforceable.

Our articles of incorporation also limit the liability of our directors to
the fullest extent permitted by the Colorado law. Specifically, our articles of
incorporation provide that our directors will not be personally liable for
monetary damages for breach of fiduciary duty as directors, except for:

. Any breach of the duty of loyalty to OSS or its shareholders,

. Acts or omissions not in good faith or that involved intentional
misconduct or a knowing violation of law,

. Dividends or other distributions of corporate assets that are in
contravention of specified statutory or contractual restrictions,

. Violations of specified laws, or

. Any transaction from which the director derives an improper personal
benefit.

================================================================================

No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus in connection with the offer made by this prospectus and, if given or
made, the information or representations must not be relied upon as having been
authorized by OSS. This prospectus does not constitute an offer to sell or the
solicitation of any offer to buy any security other than the securities offered
by this prospectus, nor does it constitute an offer to sell or a solicitation of
any offer to buy the securities offered by this prospectus by anyone in any
jurisdiction in which the offer or solicitation is not authorized, or in which
the person making the offer or solicitation is not qualified to do so, or to any
person to whom it is unlawful to make an offer or solicitation. Neither the
delivery of this prospectus nor any sale made under this prospectus shall, under
any circumstances, create any implication that information contained in this
prospectus is correct as of any time subsequent to the date of this prospectus.

_______________

TABLE OF CONTENTS

Page
----

Online System Services, Inc............................................ 2
Risk Factors........................................................... 3
Special Note Regarding Forward-Looking Statements...................... 7
Use of Proceeds........................................................ 8
Recent Developments.................................................... 8
Selling Shareholders................................................... 10
Plan of Distribution................................................... 11
Description of Securities.............................................. 12
Where You Can Find More Information.................................... 14
Legal Matters.......................................................... 15
Experts................................................................ 15
Indemnification........................................................ 15

ONLINE SYSTEM
SERVICES, INC.

______________

PROSPECTUS

______________

September 2, 1999

================================================================================

PART II
INFORMATION NOT REQUIRED TO BE IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the various expenses of OSS in connection
with the sale and distribution of the Shares being registered pursuant to this
Form S-3 Registration Statement. All of the amounts shown are estimates, except
for the Securities and Exchange Commission registration fee and the Nasdaq
listing fee. All of such expenses will be paid by OSS.

Securities and Exchange Commission fee $ 3,192.54
Accounting fees and expenses $ 2,500.00
Legal fees and expenses $ 7,000.00
Printing, Mailing $ 1,000.00
Transfer Agent fees $ 2,000.00
Miscellaneous $ 4,307.46
----------
TOTAL $20,000.00

Item 15. Indemnification of Officers and Directors

OSS's articles of incorporation provide that OSS shall indemnify, to the
full extent permitted by Colorado law, any director, officer, employee or agent
of OSS made or threatened to be made a party to a proceeding, by reason of the
fact that such person is or was a director, officer, employee or agent of OSS
against judgments, penalties, fines, settlements and reasonable expenses
incurred by the person in connection with the proceeding if certain standards
are met. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of OSS pursuant to the foregoing provisions, or otherwise,
OSS 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.

OSS's articles of incorporation limit the liability of its directors to the
fullest extent permitted by Colorado law. Specifically, the articles of
incorporation provide that directors of OSS will not be personally liable for
monetary damages for breach of fiduciary duty as directors, except for (i) any
breach of the duty of loyalty to OSS or its shareholders, (ii) acts or omissions
not in good faith or that involved intentional misconduct or a knowing violation
of law, (iii) dividends or other distributions of corporate assets that are in
contravention of certain statutory or contractual restrictions, (iv) violations
of certain laws, or (v) any transaction from which the director derives an
improper personal benefit. Liability under federal securities law is not
limited by the Articles.

Item 16. Exhibits

2.1 Agreement and Plan of Merger dated March 19, 1998 among OSS, Durand
Acquisition Corporation and Durand Communications, Inc. (1)
3.1 Articles of Incorporation, as amended, of Online System Services, Inc.
(4)
3.2 Bylaws of Online System Services, Inc. (2)
4.1 Specimen form of Online System Services, Inc. Common Stock certificate
(3)
4.2 Form of Warrant issued in connection with Durand Merger**
5.1 Opinion of Counsel*
10.1 Development, Access and License Agreement effective June 30, 1999
between Switchboard, Inc. and OSS*
10.2 Amendment to Development, Access and License Agreement effective June
30, 1999 between Switchboard, Inc. and OSS*
10.3 Engineering Services Agreement effective June 30, 1999 between
Switchboard, Inc. and OSS*

II-1

10.4 Development, Access and License Agreement effective August 11, 1999
between NetShepherd, Inc. and OSS*
23.1 Consent of Arthur Andersen LLP*

_______________
* Filed herewith
** To be filed via Amendment
(1) Filed with the Form 10-KSB Annual Report for the year ended December 31,
1997, Commission File No. 0-28462.
(2) Filed with the initial Registration Statement on Form SB-2, filed April 5,
1996, Commission File No. 333-3282-D.
(3) Filed with Amendment No. 1 to the Registration Statement on Form SB-2,
filed May 3,1996, Commission File No. 333-3282-D.
(4) Filed with the Registration Statement on Form S-3, filed January 29, 1999,
Commission File No. 333-71503.

Item 17. 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 to:

(a) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933,

(b) 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 together, represent a fundamental change in
the information in the registration statement, and

(2) to treat, for determining liability under the Securities Act of
1933, each such post-effective amendment as 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; and

(3) to remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering.

B. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant as discussed above, 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.

II-2

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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on September 2, 1999.

ONLINE SYSTEM SERVICES, INC.

By /s/ R. Steven Adams
-------------------------------------
R. Steven Adams, President and
Chief Executive Officer

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints R. Steven Adams and Lindley S. Branson, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place, and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full powers and authority to do and perform each and
every act and things requisite or necessary to be done in and about the
premises, 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 their 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 below on September 2, 1999, by the
following persons in the capacities indicated:

/s/ R. Steven Adams
- -------------------------------
R. Steven Adams,
(President, Chief Executive Officer and a Director)

/s/ William R. Cullen
- -------------------------------
William R. Cullen
(Executive Vice President, Chief Financial Officer and a Director)

/s/ Stuart J. Lucko
- -------------------------------
Stuart J. Lucko
(Controller)

/s/ Robert J. Lewis
- -------------------------------
Robert J. Lewis
(Director)

- -------------------------------
Richard C. Jennewine
(Director)

II-3

Online System Services, Inc.
Form S-3
Index to Exhibits

II-4