INDIVIDUAL INC, S-8, 1997-08-15

INDIVIDUAL INC
S-8, 1997-08-15
COMPUTER PROCESSING & DATA PREPARATION

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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)
<TABLE>
<CAPTION>

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

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
<TABLE>
<CAPTION>

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
- - ----------------------- ------------------ -------------- -------------- ------------
<S> <C> <C> <C> <C>
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.
</TABLE>

<PAGE>
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).

<PAGE>

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).

<PAGE>
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
- - ---------------------- ------------ ----------------
<S> <C> <C>
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.
</TABLE>

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.

<PAGE>
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.

<PAGE>

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> <C> <C>

/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

</TABLE>

<PAGE>

INDEX TO EXHIBITS

Exhibit Description of Exhibit
- - ------------------------------------------------ ---------------------------------------------------------------
<S> <C>
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).
</TABLE>

Exhibit 4.13
1995
----

INCENTIVE STOCK OPTION PLAN OF
----------------------------------

CLARINET COMMUNICATIONS CORP.
-------------------------------

Purpose of Plan

1. The purpose of this Plan is to strengthen Clarinet Communications
Corp. (hereafter "Corporation") by providing incentive stock options as a
means to attract, retain and motivate corporate personnel. The Plan is hereby
declared to be an "incentive stock option" plan pursuant to Section 422 of the
Internal Revenue Code and the regulations promulgated thereunder.

Administration of Plan

2. This Plan shall be administered by the Board of Directors. The Board
shall have the power to make all determinations necessary for the
administration of the Plan, subject to the restrictions on Board powers set
forth in Corporations Code Section 311.

Grant of Options

3. The Corporation is hereby authorized to grant incentive stock options
as defined in Internal Revenue Code Section 422 to any full-time employee.
Options may not be granted to employees who own stock possessing more than 10
percent of the total combined voting power of all classes of stock of the
Corporation, or of its parent or subsidiary, except pursuant to the
restrictions set forth in paragraphs 5 and 6. Any option granted under this
Plan shall be granted within ten years from the date this Plan is adopted, or
the date this Plan is approved by the shareholders pursuant to paragraph 13,
whichever is earlier. Each grant of options pursuant to this Plan is subject
to ratification and approval by the Board of Directors.

Stock Subject to Plan

4. The aggregate number of shares that may be issued pursuant to options
granted under this Plan shall be ONE MILLION (1,000,000) shares of the
Corporation's voting common stock, based on a capital structure of the
Corporation authorizing a total of 10,000,000 (Ten Million) shares of voting
common stock.

Exercise of Option

5. Any option granted pursuant to this Plan shall contain provisions,
established by the Board, setting forth the manner of exercising the option.
However, no option granted under this Plan shall be exercisable by its terms
after the expiration of ten years from the grant of the option, and no option
granted to a person who owns stock possessing more than ten percent of the
total combined voting power of all classes of the Corporation's stock shall be
exercisable by its terms after the expiration of five years from the date of
the grant. The option may be subject to earlier termination as provided in
paragraphs 8 and 12. The options may not be exercised unless in accordance
with the laws of the State of California and the Securities Act of 1993, as
amended.

Option Price

6. The price for a share of stock subject to an option granted pursuant
to this Plan shall not be less than the fair market value for the stock at the
time the option is granted, as determined in good faith by the Board at the
time the option is granted. However, when an option is granted to a person
who owns stock possessing more than ten percent of the total combined voting
power of all classes of the Corporation's stock, the purchase price per share
of the stock subject to the option shall not be less than one hundred ten
percent of the fair market value of the stock at the time the option is
granted, as determined by the Board in good faith at the time the option is
granted.

Options Nontransferable

7. The terms of any option granted under this Plan shall make the option
nontransferable by the optionee except by will or the laws of descent and
distribution, and exercisable only by the optionee during his or her lifetime.

Termination of Employment

8. An optionee's option shall expire thirty days after termination of
employment for reasons other than death or disability, subject to earlier
termination pursuant to paragraph 5 of this Plan. An optionee's option shall
expire twelve months after termination of employment due to permanent and
total disability, as defined in Internal Revenue Code Section 22(e)(3),
subject to earlier termination pursuant to paragraph 5 of this Plan. If an
optionee should die while employed by the Corporation, or its parent,
subsidiary, or successor as defined in Section 424 of the Internal Revenue
Code, or within the three-month period after termination of employment, the
person to whom the optionee's rights pass by will or the laws of descent and
distribution may exercise the option for any of the shares not previously
exercised during employee's lifetime, within one year after the optionee's
death, subject to earlier termination pursuant to paragraph 5 of this Plan.

Stock Subject to Option

9. The Corporation shall at all times during the term of this Plan
reserve the stock designated in paragraph 4 to meet the requirements of this
Plan, and shall pay all fees and expenses necessarily incurred by the
Corporation in connection with the exercise of options under this Plan.

In the event of a stock split, reverse stock split, stock dividend,
combination, or reclassification of the Corporation's stock, an appropriate
and proportionate adjustment shall be made in the number of shares to which
stock options may be granted. A corresponding change shall be made to the
number and kind of shares, and the exercise price per share, of unexercised
options.

This Plan shall be qualified by the Corporation as an exempt transaction under
federal and state securities laws. Any failure by the Corporation to qualify
for such exemption shall void this Plan.

Merger, Consolidation, or Dissolution of the Corporation

10. Following the merger of one or more corporations in the Corporation,
or any consolidation of the Corporation and one or more other corporations,
the exercise of options under this Plan shall apply to the shares of the
surviving Corporation in proportionate numbers of shares.

Code Section 25102(f), including, but not limited to, the provision that
the stock is for the optionee's own account and not with a view to or for sale
in connection with the distribution of the stock. Any option granted pursuant
to this Plan shall contain any other terms that the Board of Directors and/or
the Corporation's legal counsel deems necessary.

Restrictions on Transfer of Shares

12. All options and shares issued pursuant to this Plan shall be subject
to the following restrictions:

a. Neither the optionee nor the optionee's heirs, executors, or
administrators shall sell, exchange, give, transfer, pledge, hypothecate, or
otherwise dispose of any options or shares in the Corporation or any interest
in the options or shares except as provided in this Plan.

b. Upon termination of employment or death of optionee, the shares
acquire by the optionee pursuant to this Plan shall be subject to a
right of repurchase by the Corporation on the terms and conditions set
forth Herein.

c. Any sale or transfer of shares by the optionee shall be subject to a
right by the Corporation to repurchase such shares at the greater of the price
paid for such shares by the optionee or the purchase price determined by
subparagraph (d).

d. The repurchase price to be paid by the Corporation for the shares of
an optionee shall be an amount equal to the number of shares of stock in the
Corporation owned by that optionee on the Purchase Date multiplied by the
greater of (1) the purchase price paid by the optionee, or (2) the book value
of a single share of the Corporation's stock as determined hereunder.

"Book value", for the purposes of repurchase of shares by the Corporation
means the value of the capital stock of the Corporation as of the valuation
date, after deducting the sum of all the Corporation's liabilities from the
sum of all of the Corporation's assets and property as shown on the
Corporation's books, except that the Corporation's capital stock shall not be
deducted as a liability, nor shall any surplus or undivided profits be
deducted. The book value of any single share of capital stock of the
Corporation shall be its proportionate share of the book value of all the
outstanding stock of the Corporation as of the valuation date.

To determine book value, the inventory of the Corporation reflecting the
property, assets and liabilities of the Corporation last compiled by the
Corporation's accountant shall be used. Accounts receivables shall not be
included. All other sums owed to the Corporation shall be valued as they are
carried gross on the books. Furniture, fixtures, equipment and other fixed
assets on hand shall be valued as they appear on the books of the Corporation,
being original cost less depreciation. Goodwill and trade names shall be
deemed of no value unless they have been acquired and paid for in cash, and in
that event, the sum shall be computed at the amount paid for them. All state
and other taxes and assessments that are unpaid shall be apportioned. The
usual accounting practices employed by the accountant auditing the books of
the Corporation shall be employed in the determination of the foregoing
values.

e. The restrictions on transfer of shares set forth herein shall not be
applicable in the event of merger or acquisition of the Corporation by terms
of which a general offer to purchase shares is extended to all shareholders of
the Corporation.

f. The restrictions on transfer of shares set forth herein shall not be
applicable to the sale of shares by optionee to another shareholder of the
Corporation, except that as to any such sale, the Corporation shall have a
right of first refusal for a period of thirty (30) days following notice of
any such proposed sale, upon substantially the same terms and conditions of
such proposed sale.

Effective Date of Plan

13. This Plan shall be effective on approval by the outstanding shares
or unanimous written consent of the shareholders of the Corporation.

Amendment and Termination of the Plan

14. The Board of Directors may at any time amend or terminate this Plan.
No option may be granted after termination. The amendment or termination of
the Plan shall not, however, alter any optionee's rights or obligations under
an option previously granted, unless the optionee consents to that alteration.

Financial Statements

15. Optionees under this Plan shall receive financial statements
annually regarding the Corporation during the period the options are
outstanding. The financial statements provided need not comply with Title 10,
Section 260.613 of the California Code of Regulations.

No Right of Employment

16. Nothing in this Plan or any grant made pursuant to this Plan
shall confer on the optionee any right to continue in the employment of the
Corporation, or limit in any way the right of the Corporation to terminate the
optionee's employment or other relationship at any time, with or without
cause.

Exhibit 4.14

STOCK OPTION AGREEMENT
----------------------

[Incentive Stock Option Plan]

THIS STOCK OPTION AGREEMENT is made as of the ______ day of _____, 19__,
--
by and between CLARINET COMMUNICATIONS CORP. ("the Corporation") and
(Name) ("Employee").

WITNESSETH
----------

WHEREAS, the Corporation has adopted the 1995 Incentive Stock Option Plan
of Clarinet Communications Corp. (the "Plan"), pursuant to which the
Corporation's Board of Directors ("the Board") has been authorized to grant
one or more options to purchase shares of the Corporation's common stock to
Employees of the Corporation as an inducement to serve as Employees of the
Corporation and its subsidiaries; and

WHEREAS, the Employee is an Employee of the Corporation whose services
the Corporation wishes to retain; and

WHEREAS, on (Grant Date), the Board awarded Employee an option under the
Plan to purchase (Total Shares) shares of the Corporation's common stock,
which option shall be subject to such terms and conditions as will permit it
to qualify as an "incentive stock option" pursuant to Section 422 of the
Internal Revenue Code; and

WHEREAS, the parties desire to incorporate the terms and conditions of
such stock option award into a formal agreement;

NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

1. Grant of Options to Purchase Shares.
----------------------------------------

The Employee is hereby granted the option to (Total Shares) shares of
the Corporation's common stock ("the Optioned stock") subject to the terms and
conditions of the 1995 Incentive Stock Option Plan of Clarinet Communications
Corp., and the following additional terms and conditions:

a. Option Price. The purchase price of each share of common stock
-------------
subject to an option granted under the Plan shall (Exercise Price) DOLLARS,
the fair market value of each share of common stock on the date the option was
granted, as determined by the Board.

b. Vesting. The options subject to this grant shall vest over a period
-------
of four (4) years from the date (Vest Date). One-fourth (1/4) of the total
options granted shall vest after the first year, and annually thereafter in
equal installments. The Employee may purchase shares subject to this option
only after such shares have become vested.

c. Term and Expiration of Option. The length of time for which the
-----------------------------
option shall be outstanding (the Option Term) is TEN (10) years from the date
of grant and shall therefore expire on (Expiration Date).

2 Incentive Stock Option Under Section 422 of the Internal Revenue Code.
----------------------------------------------------------------------

This option is hereby declared an "incentive stock option" pursuant to
Section 422 of the Internal Revenue Code and the regulations promulgated
thereunder.

3. Nontransferability of Option.
------------------------------

During the lifetime of the Employee, any option granted under the Plan
shall be exercisable only by the Employee and shall not be assignable or
transferable by the Employee other than by Will or the laws of descent and
distribution.

4. Exercise of Option.
--------------------

To exercise any option granted under the Plan, the Employee must, prior
to the expiration of the Option Term, provide the Board with written
notification of such exercise on such form as the Board shall deem
appropriate. A copy of such form is attached hereto as Exhibit A. Within
fifteen (15) days after such notification, payment in full of the option price
for the acquired common stock must be made, either in cash or in the form of a
certified check or bank draft. No option shall be exercisable while there is
outstanding and unexercised any incentive stock option previously granted the
Employee hereunder.

5. Effect of Termination of Employment.
---------------------------------------

Should the Employee cease to be an Employee of the Corporation for any
reason other than death, disability or termination of employment for cause,
then the Employee shall have a thirty (30) day period (an "Accelerated Term")
after such cessation of service in which to exercise any outstanding options
granted the Employee under the Plan, but only to the extent such outstanding
options were exercisable on the date of the Employee's cessation of service as
an Employee and subject to the proviso that no such option shall be
exercisable after the expiration of the option term applicable thereto.

6. Effect of Employee's Disability.
----------------------------------

Should the Employee cease to be employed by the Corporation by reason of
the Employee's disability, then all outstanding options granted the Employee
under the Plan which were fully exercisable on the date of the Employee's
cessation of service may be exercised at any time within one (1) year
thereafter (an Accelerated Term) subject to the proviso that no such option
shall be exercisable after the expiration of the Option Term applicable
thereto. Disability shall be defined as the permanent incapacity of a
participant, by reason of physical or mental illness, to perform his or her
usual duties for the Corporation or a subsidiary. Disability shall be
determined by the Board, after consideration of such medical evidence as it
may require.

7. Effect of Termination for Cause.
-----------------------------------

Should the Employee's employment with the Corporation be terminated for
cause, then any outstanding options held by the Employee by reason of grants
made under the Plan shall terminate as of the date of the Employee's
termination for cause.

8. Effect of Employee's Death.
-----------------------------

If the Employee should die while in the Corporation's employ, or prior to
the expiration of an Accelerated Term, then any outstanding options granted
the Employee under the Plan which were fully exercisable on the date of the
Employee's death may be exercised at any time within three (3) months after
the Employee's death by the personal representative of the Employee's estate
or by any person or persons to whom the option is transferred pursuant to the
Employee's Will or in accordance with the laws of descent and distribution,
subject to the proviso that no such option shall be exercisable by any person
after the expiration of the Option Term or any Accelerated Term applicable
thereto.

9. Other Option Terms.
--------------------

The stock issued pursuant to this Plan is subject to restrictions on
transfer of shares. The options may not be exercised by the Employee unless
in accordance with the laws of the State of California and the Securities Act
of 1933, as amended. Employee understands that the Corporation is under no
obligation to register, list or qualify the shares to effect such a
compliance. Any option granted pursuant to the Plan shall contain any other
terms or conditions that the Board of Directors and/or the Corporation's legal
counsel deem necessary.

10. Restrictions on Transfer of Shares.
--------------------------------------

All options and shares issued pursuant to the Plan shall be subject to
the following restrictions:

b. Upon termination of employment or death of optionee, the
unvested shares acquired by optionee pursuant to this Plan shall be subject to
a right of repurchase by the Corporation on the terms and conditions as set
forth for the right of first refusal below."

c. Any purported sale or transfer of shares by the optionee
shall be subject to a right by the Corporation to a right of first refusal to
repurchase such shares at the greater of the price paid for such shares by the
Optionee, book value, as determined by subparagraph d, below, or upon
substantially the same terms and conditions of the proposed purchase by the
purchaser. In the event optionee wishes to transfer some or all of optionee's
fully-vested option shares, optionee must first disclose in writing all
material terms of such transfer to the Corporation. The Corporation will then
have the right to purchase from optionee, within the thirty (30)-day period
following receipt of such written notice (or such longer period as may be
agreed to by the Company and optionee), all (or any part of the shares with
optionee's consent) of the shares acquired upon exercise of option on
substantially the same terms and conditions as stated in the written notice.
The right of first refusal shall terminate upon the date of the first
registration of an equity security of the Company under Section 12 of the
Exchange Act.

d. For the purposes of the right of repurchase and right of
first refusal, book value will be calculated as set forth in Paragraph 10.d of
the 1995 Stock Option Plan.

e. The restrictions on transfer of shares set forth herein shall not
be applicable in the event of merger or acquisition of the Corporation by
terms of which a general offer to purchase shares is extended to all
shareholders of the Corporation.

11. Amendment and Termination of the Plan.
------------------------------------------

The Board of Directors may at any time amend or terminate the Plan. No
option may be granted after termination. The amendment or termination of the
Plan shall not, however, alter any optionee's rights or obligations under an
option previously granted, unless the optionee consents to that alteration.

12. Accrual of Shareholder's Rights.
----------------------------------

The Employee shall have no rights as a stockholder with respect to the
Optioned Stock until such time as the Employee shall have exercised the option
in accordance with the terms of this Agreement, paid the required option price
and received the stock certificate(s) representing the purchased shares of the
Optioned Stock.

13. No Right of Employment.
-------------------------

Nothing in this Plan or any grant made pursuant to this Plan shall confer
on the Employee any right to continue in the employment of the Corporation, or
limit in any way the right of the Corporation to terminate the Employee's
employment or other relationship at any time, with or without cause.

14. Tax Consequences.
-----------------

Exercise of stock options may have adverse tax consequences. Employee
should consult a tax adviser before exercising any option or disposing of any
shares.

15. Notices.
-------

Any notice required or permitted to be given under this Agreement shall
be valid and effective only if (i) actually delivered or sent by registered or
certified mail, return receipt requested and postage prepaid, to the party to
be notified, and (ii) the date of such delivery or mailing is on or before the
due date for such notice.

16. Miscellaneous.
-------------

This Agreement shall be governed in all respects by the laws of the State
of California. Any modification of this Agreement must be in writing and
signed by a duly authorized officer of the Corporation.
In the event of a public offering of Clarinet stock, or of a merger of
ClariNet with another firm with that firm's stock provided in payment for the
ClariNet stock, the employee agrees to abide by any stock sale 'lockup'
agreements negotiated by ClariNet as required terms of the deal

IN WITNESS WHEREOF, the Corporation has caused its duly authorized officer to
execute and deliver this Agreement and the Employee has executed this
Agreement on (Date).

EMPLOYEE CLARINET COMMUNICATIONS CORP.

Its

<PAGE>

TO: The Board of Directors, Clarinet Communications Corp.

FROM:

RE: Exercise of Stock Options

The undersigned hereby exercises his/her option to purchase
shares of the common stock of Clarinet Communications Corp., subject to the
terms and conditions of the foregoing Stock Option Agreement.

EMPLOYEE

DATE

Exhibit 4.15
CLARINET COMMUNICATIONS CORPORATION

1996 STOCK OPTION PLAN

ADOPTED SEPTEMBER 5, 1996

1. PURPOSES.
(a) The purpose of the Plan is to provide a means by which selected
Employees and Directors of and Consultants to the Company, and its Affiliates,
may be given an opportunity to purchase stock of the Company.
(b) The Company, by means of the Plan, seeks to retain the services
of persons who are now Employees or Directors of or Consultants to the Company
or its Affiliates, to secure and retain the services of new Employees,
Directors and Consultants, and to provide incentives for such persons to exert
maximum efforts for the success of the Company and its Affiliates.
(c) The Company intends that the Options issued under the Plan shall,
in the discretion of the Board or any Committee to which responsibility for
administration of the Plan has been delegated pursuant to subsection 3(c), be
either Incentive Stock Options or Nonstatutory Stock Options. All Options
shall be separately designated Incentive Stock Options or Nonstatutory Stock
Options at the time of grant, and in such form as issued pursuant to Section
6, and a separate certificate or certificates will be issued for shares
purchased on exercise of each type of Option.

2. DEFINITIONS.
(a) "Affiliate" means any parent corporation or subsidiary
corporation, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f) respectively, of the Code.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means a Committee appointed by the Board in
accordance with subsection 3(c) of the Plan.
(e) "Company" means ClariNet Communications Corporation, a California
corporation.
(f) "Consultant" means any person, including an advisor, engaged by
the Company or an Affiliate to render consulting services and who is
compensated for such services, provided that the term "Consultant" shall not
include Directors who are paid only a director's fee by the Company or who are
not compensated by the Company for their services as Directors.
(g) "Continuous Status as an Employee, Director or Consultant" means
that the service of an individual to the Company, whether as an Employee,
Director or Consultant, is not interrupted or terminated. The Board or the
chief executive officer of the Company may determine, in that party's sole
discretion, whether Continuous Status as an Employee, Director or Consultant
shall be considered interrupted in the case of: (i) any leave of absence
approved by the Board or the chief executive officer of the Company, including
sick leave, military leave, or any other personal leave; or (ii) transfers
between the Company, Affiliates or their successors.
(h) "Covered Employee" means the chief executive officer and the four
(4) other highest compensated officers of the Company for whom total
compensation is required to be reported to stockholders under the Exchange
Act, as determined for purposes of Section 162(m) of the Code.
(i) "Director" means a member of the Board.
(j) "Employee" means any person, including Officers and Directors,
employed by the Company or any Affiliate of the Company. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.
(k) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(l) "Fair Market Value" means the value of the common stock as
determined in good faith by the Board and in a manner consistent with Section
260.140.50 of Title 10 of the California Code of Regulations.
(m) "Incentive Stock Option" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code and
the regulations promulgated thereunder.
(n) "Listing Date" means the first date upon which any security of
the Company is listed (or approved for listing) upon notice of issuance on any
securities exchange, or designated (or approved for designation) upon notice
of issuance as a national market security on an interdealer quotation system
if such securities exchange or interdealer quotation system has been certified
in accordance with the provisions of Section 25100(o) of the California
Corporate Securities Law of 1968.
(o) "Non-Employee Director" means a Director who either (i) is not a
current Employee or Officer of the Company or its parent or subsidiary, does
not receive compensation (directly or indirectly) from the Company or its
parent or subsidiary for services rendered as a consultant or in any capacity
other than as a Director (except for an amount as to which disclosure would
not be required under Item 404(a) of Regulation S K promulgated pursuant to
the Securities Act ("Regulation S-K")), does not possess an interest in any
other transaction as to which disclosure would be required under Item 404(a)
of Regulation S-K, and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3.
(p) "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.
(q) "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
(r) "Option" means a stock option granted pursuant to the Plan.
(s) "Option Agreement" means a written agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be subject to the terms and conditions of
the Plan.
(t) "Optionee" means a person to whom an Option is granted pursuant
to the Plan or, if applicable, such other person who holds an outstanding
Option.
(u) "Outside Director" means a Director who either (i) is not a
current employee of the Company or an "affiliated corporation" (within the
meaning of the Treasury regulations promulgated under Section 162(m) of the
Code), is not a former employee of the Company or an "affiliated corporation"
receiving compensation for prior services (other than benefits under a tax
qualified pension plan), was not an officer of the Company or an "affiliated
corporation" at any time, and is not currently receiving direct or indirect
remuneration from the Company or an "affiliated corporation" for services in
any capacity other than as a Director, or (ii) is otherwise considered an
"outside director" for purposes of Section 162(m) of the Code.
(v) "Plan" means this 1996 Stock Option Plan.
(w) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3 as in effect with respect to the Company at the time
discretion is being exercised regarding the Plan.
(x) "Securities Act" means the Securities Act of 1933, as amended.

3. ADMINISTRATION.
(a) The Plan shall be administered by the Board unless and until the
Board delegates administration to a Committee, as provided in subsection 3(c).
(b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:
(1) To determine from time to time which of the persons eligible
under the Plan shall be granted Options; when and how each Option shall be
granted; whether an Option will be an Incentive Stock Option or a Nonstatutory
Stock Option; the provisions of each Option granted (which need not be
identical), including the time or times such Option may be exercised in whole
or in part; and the number of shares for which an Option shall be granted to
each such person.
(2) To construe and interpret the Plan and Options granted under
it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Option Agreement, in a
manner and to the extent it shall deem necessary or expedient to make the Plan
fully effective.
(3) To amend the Plan or an Option as provided in Section 11.
(4) Generally, to exercise such powers and to perform such acts
as the Board deems necessary or expedient to promote the best interests of the
Company.
(c) The Board may delegate administration of the Plan to a committee
of the Board composed of not fewer than two (2) members (the "Committee"), all
of the members of which Committee may be, in the discretion of the Board,
Non-Employee Directors and/or Outside Directors. If administration is
delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board,
including the power to delegate to a subcommittee of two (2) or more Outside
Directors any of the administrative powers the Committee is authorized to
exercise (and references in this Plan to the Board shall thereafter be to the
Committee or such a subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board. The Board may abolish the Committee at any time and revest
in the Board the administration of the Plan. Additionally, prior to the
Listing Date, and notwithstanding anything to the contrary contained herein,
the Board may delegate administration of the Plan to any person or persons and
the term "Committee" shall apply to any person or persons to whom such
authority has been delegated. Notwithstanding anything in this Section 3 to
the contrary, the Board or the Committee may delegate to a committee of one or
more members of the Board the authority to grant Options to eligible persons
who (1) are not then subject to Section 16 of the Exchange Act and/or (2) are
either (i) not then Covered Employees and are not expected to be Covered
Employees at the time of recognition of income resulting from such Option, or
(ii) not persons with respect to whom the Company wishes to comply with
Section 162(m) of the Code.

4. SHARES SUBJECT TO THE PLAN.
(a) Subject to the provisions of Section 10 relating to adjustments
upon changes in stock, the stock that may be sold pursuant to Options shall
not exceed in the aggregate five hundred thousand (500,000) shares of the
Company's common stock. If any Option shall for any reason expire or
otherwise terminate, in whole or in part, without having been exercised in
full, the stock not purchased under such Option shall revert to and again
become available for issuance under the Plan.
(b) The stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.

5. ELIGIBILITY.
(a) Incentive Stock Options may be granted only to Employees.
Nonstatutory Stock Options may be granted only to Employees, Directors or
Consultants.
(b) No person shall be eligible for the grant of an Option if, at the
time of grant, such person owns (or is deemed to own pursuant to Section
424(d) of the Code) stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of any of its
Affiliates unless the exercise price of such Option is at least one hundred
ten percent (110%) of the Fair Market Value of such stock at the date of grant
and the Option is not exercisable after the expiration of five (5) years from
the date of grant.
(c) Subject to the provisions of Section 10 relating to adjustments
upon changes in stock, no person shall be eligible to be granted Options
covering more than one hundred thousand (100,000) shares of the Company's
common stock in any calendar year. This subsection 5(c) shall not apply prior
to the Listing Date and, following the Listing Date, shall not apply until (i)
the earliest of: (A) the first material modification of the Plan (including
any increase to the number of shares reserved for issuance under the Plan in
accordance with Section 4); (B) the issuance of all of the shares of common
stock reserved for issuance under the Plan; (C) the expiration of the Plan; or
(D) the first meeting of stockholders at which directors are to be elected
that occurs after the close of the third calendar year following the calendar
year in which occurred the first registration of an equity security under
Section 12 of the Exchange Act; or (ii) such other date required by Section
162(m) of the Code and the rules and regulations promulgated thereunder.

6. OPTION PROVISIONS.
Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise)
the substance of each of the following provisions:
(a) Term. No Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.
(b) Price. The exercise price of each Incentive Stock Option shall
be not less than one hundred percent (100%) of the Fair Market Value of the
stock subject to the Option on the date the Option is granted; the exercise
price of each Nonstatutory Stock Option shall be not less than eighty five
percent (85%) of the Fair Market Value of the stock subject to the Option on
the date the Option is granted. Notwithstanding the foregoing, an Option
(whether an Incentive Stock Option or a Nonstatutory Stock Option) may be
granted with an exercise price lower than that set forth in the preceding
sentence if such Option is granted pursuant to an assumption or substitution
for another option in a manner satisfying the provisions of Section 424(a) of
the Code.
(c) Consideration. The purchase price of stock acquired pursuant to
an Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised, or (ii)
at the discretion of the Board or the Committee, at the time of the grant of
the Option, (A) by delivery to the Company of other common stock of the
Company, (B) according to a deferred payment or other arrangement (which may
include, without limiting the generality of the foregoing, the use of other
common stock of the Company) with the person to whom the Option is granted or
to whom the Option is transferred pursuant to subsection 6(d), or (C) in any
other form of legal consideration that may be acceptable to the Board. In the
case of any deferred payment arrangement, interest shall be compounded at
least annually and shall be charged at the minimum rate of interest necessary
to avoid the treatment as interest, under any applicable provisions of the
Code, of any amounts other than amounts stated to be interest under the
deferred payment arrangement.
(d) Transferability. An Option shall not be transferable except by
will or by the laws of descent and distribution, and shall be exercisable
during the lifetime of the person to whom the Option is granted only by such
person. The person to whom the Option is granted may, by delivering written
notice to the Company, in a form satisfactory to the Company, designate a
third party who, in the event of the death of the Optionee, shall thereafter
be entitled to exercise the Option.
(e) Vesting. The total number of shares of stock subject to an
Option may, but need not, be allotted in periodic installments (which may, but
need not, be equal). The Option Agreement may provide that from time to time
during each of such installment periods, the Option may become exercisable
("vest") with respect to some or all of the shares allotted to that period,
and may be exercised with respect to some or all of the shares allotted to
such period and/or any prior period as to which the Option became vested but
was not fully exercised. The Option may be subject to such other terms and
conditions on the time or times when it may be exercised (which may be based
on performance or other criteria) as the Board may deem appropriate. The
vesting provisions of individual Options may vary but, to the extent necessary
under then applicable law, in each case will provide for vesting of at least
twenty percent (20%) per year of the total number of shares subject to the
Option. The provisions of this subsection 6(e) are subject to any Option
provisions governing the minimum number of shares as to which an Option may be
exercised.
(f) Securities Law Compliance. The Company may require any Optionee,
or any person to whom an Option is transferred under subsection 6(d), as a
condition of exercising any such Option, (1) to give written assurances
satisfactory to the Company as to the Optionee's knowledge and experience in
financial and business matters and/or to employ a purchaser representative
reasonably satisfactory to the Company who is knowledgeable and experienced in
financial and business matters, and that he or she is capable of evaluating,
alone or together with the purchaser representative, the merits and risks of
exercising the Option; and (2) to give written assurances satisfactory to the
Company stating that such person is acquiring the stock subject to the Option
for such person's own account and not with any present intention of selling or
otherwise distributing the stock. The foregoing requirements, and any
assurances given pursuant to such requirements, shall be inoperative if (i)
the issuance of the shares upon the exercise of the Option has been registered
under a then currently effective registration statement under the Securities
Act, or (ii) as to any particular requirement, a determination is made by
counsel for the Company that such requirement need not be met in the
circumstances under the then applicable securities laws. The Company may
require the Optionee to provide such other representations, written assurances
or information which the Company shall determine is necessary, desirable or
appropriate to comply with applicable securities and other laws as a condition
of granting an Option to such Optionee or permitting the Optionee to exercise
such Option. The Company may, upon advice of counsel to the Company, place
legends on stock certificates issued under the Plan as such counsel deems
necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the stock.
(g) Termination of Employment or Relationship as a Director or
Consultant. In the event an Optionee's Continuous Status as an Employee,
Director or Consultant terminates (other than upon the Optionee's death or
disability), the Optionee may exercise his or her Option (to the extent that
the Optionee was entitled to exercise it as of the date of termination) but
only within such period of time ending on the earlier of (i) the date three
(3) months following the termination of the Optionee's Continuous Status as an
Employee, Director or Consultant, or such longer or shorter period, which
shall not be less than thirty (30) days, specified in the Option Agreement, or
(ii) the expiration of the term of the Option as set forth in the Option
Agreement. If, at the date of termination, the Optionee is not entitled to
exercise his or her entire Option, the shares covered by the unexercisable
portion of the Option shall revert to and again become available for issuance
under the Plan. If, after termination, the Optionee does not exercise his or
her Option within the time specified in the Option Agreement, the Option shall
terminate, and the shares covered by such Option shall revert to and again
become available for issuance under the Plan.
(h) Disability of Optionee. In the event an Optionee's Continuous
Status as an Employee, Director or Consultant terminates as a result of the
Optionee's disability, the Optionee may exercise his or her Option (to the
extent that the Optionee was entitled to exercise it as of the date of
termination), but only within such period of time ending on the earlier of (i)
the date twelve (12) months following such termination (or such longer or
shorter period, which in no event shall be less than six (6) months, specified
in the Option Agreement), or (ii) the expiration of the term of the Option as
set forth in the Option Agreement. If, at the date of termination, the
Optionee is not entitled to exercise his or her entire Option, the shares
covered by the unexercisable portion of the Option shall revert to and again
become available for issuance under the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified herein,
the Option shall terminate, and the shares covered by such Option shall revert
to and again become available for issuance under the Plan.
(i) Death of Optionee. In the event of the death of an Optionee
during, or within a period specified in the Option Agreement after the
termination of, the Optionee's Continuous Status as an Employee, Director or
Consultant, the Option may be exercised (to the extent the Optionee was
entitled to exercise the Option as of the date of death) by the Optionee's
estate, by a person who acquired the right to exercise the Option by bequest
or inheritance or by a person designated to exercise the option upon the
Optionee's death pursuant to subsection 6(d), but only within the period
ending on the earlier of (i) the date eighteen (18) months following the date
of death (or such longer or shorter period, which in no event shall be less
than six (6) months, specified in the Option Agreement), or (ii) the
expiration of the term of such Option as set forth in the Option Agreement.
If, at the time of death, the Optionee was not entitled to exercise his or her
entire Option, the shares covered by the unexercisable portion of the Option
shall revert to and again become available for issuance under the Plan. If,
after death, the Option is not exercised within the time specified herein, the
Option shall terminate, and the shares covered by such Option shall revert to
and again become available for issuance under the Plan.
(j) Early Exercise. The Option may, but need not, include a
provision whereby the Optionee may elect at any time while an Employee,
Director or Consultant to exercise the Option as to any part or all of the
shares subject to the Option prior to the full vesting of the Option. Any
unvested shares so purchased shall be subject to a repurchase right in favor
of the Company, with the repurchase price to be equal to the original purchase
price of the stock, or to any other restriction the Board determines to be
appropriate; provided, however, that (i) the right to repurchase at the
original purchase price shall lapse at a minimum rate of twenty percent (20%)
per year over five (5) years from the date the Option was granted, and (ii)
such right shall be exercisable only within (A) the ninety (90) day period
following the termination of employment or the relationship as a Director or
Consultant, or (B) such longer period as may be agreed to by the Company and
the Optionee (for example, for purposes of satisfying the requirements of
Section 1202(c)(3) of the Code (regarding "qualified small business stock")),
and (iii) such right shall be exercisable only for cash or cancellation of
purchase money indebtedness for the shares. Should the right of repurchase be
assigned by the Company, the assignee shall pay the Company cash equal to the
difference between the original purchase price and the stock's Fair Market
Value if the original purchase price is less than the stock's Fair Market
Value.
(k) Right of Repurchase. The Option may, but need not, include a
provision whereby the Company may elect, prior to the Listing Date, to
repurchase all or any part of the vested shares exercised pursuant to the
Option; provided, however, that (i) such repurchase right shall be exercisable
only within (A) the ninety (90) day period following the termination of
employment or the relationship as a Director or Consultant, or (B) such longer
period as may be agreed to by the Company and the Optionee (for example, for
purposes of satisfying the requirements of Section 1202(c)(3) of the Code
(regarding "qualified small business stock")), (ii) such repurchase right
shall be exercisable for less than all of the vested shares only with the
Optionee's consent, and (iii) such right shall be exercisable only for cash or
cancellation of purchase money indebtedness for the shares at a repurchase
price equal to the greater of (A) the stock's Fair Market Value at the time of
such termination or (B) the original purchase price paid for such shares by
the Optionee. Should the right of repurchase be assigned by the Company, the
assignee shall pay the Company cash equal to the difference between the
original purchase price and the stock's Fair Market Value if the original
purchase price is less than the stock's Fair Market Value.
(l) Right of First Refusal. The Option may, but need not, include a
provision whereby the Company may elect, prior to the Listing Date, to
exercise a right of first refusal following receipt of notice from the
Optionee of the intent to transfer all or any part of the shares exercised
pursuant to the Option.
(m) Withholding. To the extent provided by the terms of an Option
Agreement, the Optionee may satisfy any federal, state or local tax
withholding obligation relating to the exercise of such Option by any of the
following means or by a combination of such means: (1) tendering a cash
payment; (2) authorizing the Company to withhold shares from the shares of the
common stock otherwise issuable to the Optionee as a result of the exercise of
the Option; or (3) delivering to the Company owned and unencumbered shares of
the common stock of the Company.

7. COVENANTS OF THE COMPANY.
(a) During the terms of the Options, the Company shall keep available
at all times the number of shares of stock required to satisfy such Options.
(b) The Company shall seek to obtain from each regulatory commission
or agency having jurisdiction over the Plan such authority as may be required
to issue and sell shares of stock upon exercise of the Options; provided,
however, that this undertaking shall not require the Company to register under
the Securities Act either the Plan, any Option or any stock issued or issuable
pursuant to any such Option. If, after reasonable efforts, the Company is
unable to obtain from any such regulatory commission or agency the authority
which counsel for the Company deems necessary for the lawful issuance and sale
of stock under the Plan, the Company shall be relieved from any liability for
failure to issue and sell stock upon exercise of such Options unless and until
such authority is obtained.

8. USE OF PROCEEDS FROM STOCK.
Proceeds from the sale of stock pursuant to Options shall constitute
general funds of the Company.

9. MISCELLANEOUS.
(a) Subject to any applicable provisions of the California Corporate
Securities Law of 1968 and related regulations relied upon as a condition of
issuing securities pursuant to the Plan, the Board shall have the power to
accelerate the time at which an Option may first be exercised or the time
during which an Option or any part thereof will vest pursuant to subsection
6(e), notwithstanding the provisions in the Option stating the time at which
it may first be exercised or the time during which it will vest.
(b) Neither an Optionee nor any person to whom an Option is
transferred under subsection 6(d) shall be deemed to be the holder of, or to
have any of the rights of a holder with respect to, any shares subject to such
Option unless and until such person has satisfied all requirements for
exercise of the Option pursuant to its terms.
(c) Throughout the term of any Option, the Company shall deliver to
the holder of such Option, not later than one hundred twenty (120) days after
the close of each of the Company's fiscal years during the Option term, a
balance sheet and an income statement. This section shall not apply (i) after
the Listing Date, or (ii) when issuance is limited to key employees whose
duties in connection with the Company assure them access to equivalent
information.
(d) Nothing in the Plan or any instrument executed or Option granted
pursuant thereto shall confer upon any Employee, Director, Consultant or
Optionee any right to continue in the employ of the Company or any Affiliate
(or to continue acting as a Director or Consultant or shall affect the right
of the Company or any Affiliate to terminate the employment of any Employee,
with or without cause, to remove any Director as provided in the Company's
By-Laws and the provisions of the General Corporation Law of the State of
California, or to terminate the relationship of any Consultant subject to the
terms of that Consultant's agreement with the Company or Affiliate to which
such Consultant is providing services.
(e) To the extent that the aggregate Fair Market Value (determined at
the time of grant) of stock with respect to which Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year under
all plans of the Company and its Affiliates exceeds one hundred thousand
dollars ($100,000), the Options or portions thereof which exceed such limit
(according to the order in which they were granted) shall be treated as
Nonstatutory Stock Options.
(f) (1) The Board or the Committee shall have the authority to
effect, at any time and from time to time (i) the repricing of any outstanding
Options under the Plan and/or (ii) with the consent of the affected holders of
Options, the cancellation of any outstanding Options and the grant in
substitution therefor of new Options under the Plan covering the same or
different numbers of shares of common stock, but having an exercise price per
share not less than eighty-five percent (85%) of the Fair Market Value (one
hundred percent (100%) of the Fair Market Value in the case of an Incentive
Stock Option or, in the case of a ten percent (10%) stockholder (as defined in
subsection 5(b)), not less than one hundred and ten percent (110%) of the Fair
Market Value) per share of common stock on the new grant date.
(2) Shares subject to an Option canceled under this subsection
9(f) shall continue to be counted, for the applicable period in which it was
granted, against the maximum award of Options permitted to be granted pursuant
to subsection 5(c) of the Plan. The repricing of an Option under this
subsection 9(f), resulting in a reduction of the exercise price, shall be
deemed to be a cancellation of the original Option and the grant of a
substitute Option; in the event of such repricing, both the original and the
substituted Options shall be counted for the applicable period against the
maximum awards of Options permitted to be granted pursuant to subsection 5(c)
of the Plan. The provisions of this subsection 9(f)(2) shall be applicable
only to the extent required by Section 162(m) of the Code.

10. ADJUSTMENTS UPON CHANGES IN STOCK.
(a) If any change is made in the stock subject to the Plan, or
subject to any Option (through merger, consolidation, reorganization,
recapitalization, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or other transaction not involving the receipt of
consideration by the Company), the Plan will be appropriately adjusted in the
type(s) and maximum number of securities subject to the Plan pursuant to
subsection 4(a) and the maximum number of securities subject to award to any
person during any calendar year pursuant to subsection 5(c), and the
outstanding Options will be appropriately adjusted in the type(s) and number
of securities and price per share of stock subject to such outstanding
Options. Such adjustments shall be made by the Board or Committee, the
determination of which shall be final, binding and conclusive. (The
conversion of any convertible securities of the Company shall not be treated
as a "transaction not involving the receipt of consideration by the Company.")
(b) In the event of: (1) a dissolution, liquidation, or sale of all
or substantially all of the assets of the Company; (2) a merger or
consolidation in which the Company is not the surviving corporation; or (3) a
reverse merger in which the Company is the surviving corporation but the
shares of the Company's common stock outstanding immediately preceding the
merger are converted by virtue of the merger into other property, whether in
the form of securities, cash or otherwise, then: (i) any surviving or
acquiring corporation shall assume Options outstanding under the Plan or shall
substitute similar options (including an option to acquire the same
consideration paid to stockholders in the transaction described in this
Subsection 10(b)) for those outstanding under the Plan, or (ii) in the event
any surviving or acquiring corporation refuses to assume such Options or to
substitute similar options for those outstanding under the Plan, (A) with
respect to Options held by persons then performing services as Employees,
Directors or Consultants and subject to any applicable provisions of the
California Corporate Securities Law of 1968 and related regulations relied
upon as a condition of issuing securities pursuant to the Plan, the vesting of
such Options and the time during which such Options may be exercised shall be
accelerated prior to such event and the Options terminated if not exercised
after such acceleration and at or prior to such event, and (B) with respect to
any other Options outstanding under the Plan, such Options shall be terminated
if not exercised prior to such event.

11. AMENDMENT OF THE PLAN AND OPTIONS.
(a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 10 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the stockholders
of the Company within twelve (12) months before or after the adoption of the
amendment, where the amendment will:
(1) Increase the number of shares reserved for Options under the
Plan;
(2) Modify the requirements as to eligibility for participation
in the Plan (to the extent such modification requires stockholder approval in
order for the Plan to satisfy the requirements of Section 422 of the Code); or
(3) Modify the Plan in any other way if such modification
requires stockholder approval in order for the Plan to satisfy the
requirements of Section 422 of the Code or to comply with the requirements of
Rule 16b 3.
(b) The Board may in its sole discretion submit any other amendment
to the Plan for stockholder approval, including, but not limited to,
amendments to the Plan intended to satisfy the requirements of Section 162(m)
of the Code and the regulations promulgated thereunder regarding the exclusion
of performance-based compensation from the limit on corporate deductibility of
compensation paid to certain executive officers.
(c) It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide Optionees with
the maximum benefits provided or to be provided under the provisions of the
Code and the regulations promulgated thereunder relating to Incentive Stock
Options and/or to bring the Plan and/or Incentive Stock Options granted under
it into compliance therewith.
(d) Rights and obligations under any Option granted before amendment
of the Plan shall not be impaired by any amendment of the Plan unless (i) the
Company requests the consent of the person to whom the Option was granted and
(ii) such person consents in writing.
(e) The Board at any time, and from time to time, may amend the terms of
any one or more Options; provided, however, that the rights and obligations
under any Option shall not be impaired by any such amendment unless (i) the
Company requests the consent of the person to whom the Option was granted and
(ii) such person consents in writing.

12. TERMINATION OR SUSPENSION OF THE PLAN.
(a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on September 4, 2006, which shall
be within ten (10) years from the date the Plan is adopted by the Board or
approved by the stockholders of the Company, whichever is earlier. No Options
may be granted under the Plan while the Plan is suspended or after it is
terminated.
(b) Rights and obligations under any Option granted while the Plan is
in effect shall not be impaired by suspension or termination of the Plan,
except with the written consent of the person to whom the Option was granted.

13. EFFECTIVE DATE OF PLAN.
The Plan shall become effective as determined by the Board, but no
Options granted under the Plan shall be exercised unless and until the Plan
has been approved by the stockholders of the Company, which approval shall be
within twelve (12) months before or after the date the Plan is adopted by the
Board.

Exhibit 4.16
INCENTIVE STOCK OPTION

(Name)_, Optionee:

ClariNet Communications Corp. (the "Company"), pursuant to its 1996 Stock
Option Plan (the "Plan"), has granted to you, the optionee named above, an
option to purchase shares of the Company's common stock ("Common Stock").
This option is intended to qualify as an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").

The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's
employees (including officers), directors or consultants and is intended to
comply with the provisions of (i) Rule 701 promulgated by the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act") and (ii) Section 25102(o) of the California Corporations
Code. Defined terms not explicitly defined in this agreement but defined in
the Plan shall have the same definitions as in the Plan.

The details of your option are as follows:

Total Number Of Shares Subject To This Option. The total number of
shares of Common Stock subject to this option is _(Total Shares)__.

Vesting. Subject to the limitations contained herein,(Vest Percent)% of
the option shares will vest (become exercisable) on (Vest Date), 19 (Vest
Year) with the remaining shares vesting in equal increments, each year, on
this date over the next _three_ ( 3) years thereafter until either (i) you
cease to provide services to the Company for any reason, or (ii) this option
becomes fully vested.

Exercise Price And Method Of Payment.

Exercise Price. The exercise price of this option is (Exercise Price) DOLLARS
($___) per share, being not less than the Fair Market Value of the Common
Stock on the date of grant of this option.

Method of Payment. Payment of the exercise price per share is due in full
upon exercise of all or any part of each installment which has accrued to you.
You may elect, to the extent permitted by applicable statutes and regulations,
to make payment of the exercise price under one of the following alternatives:

Payment of the exercise price per share in cash (including check) at the
time of exercise;

Payment pursuant to a program developed under Regulation T as promulgated
by the Federal Reserve Board which, prior to the issuance of Common Stock,
results in either the receipt of cash (or check) by the Company or the receipt
of irrevocable instructions to pay the aggregate exercise price to the Company
from the sales proceeds;

Provided that at the time of exercise the Company's Common Stock is
publicly traded and quoted regularly in the Wall Street Journal, payment by
delivery of already-owned shares of Common Stock, held for the period required
to avoid a charge to the Company's reported earnings, and owned free and clear
of any liens, claims, encumbrances or security interests, which Common Stock
shall be valued at its fair market value on the date of exercise; or

Payment by a combination of the methods of payment permitted by
subparagraphs 3(b)(i) through 3(b)(iii) above.

Whole Shares. This option may only be exercised for whole shares.

Securities Law Compliance. Notwithstanding anything to the contrary
contained herein, this option may not be exercised unless the shares issuable
upon exercise of this option are then registered under the Securities Act or,
if such shares are not then so registered, the Company has determined that
such exercise and issuance would be exempt from the registration requirements
of the Securities Act.

Term. The term of this option commences on (Grant Date), 19__, the date
of grant, and expires on (Expiration Date) (the "Expiration Date"), which date
shall be no more than ten (10) years from date this option is granted, unless
this option expires sooner as set forth below or in the Plan. In no event may
this option be exercised on or after the Expiration Date. This option shall
terminate prior to the Expiration Date as follows: thirty (30) days after the
termination of your Continuous Status as an Employee, Director or Consultant
with the Company or an Affiliate of the Company unless one of the following
circumstances exists:

Your termination of Continuous Status as an Employee is due to your
disability. This option will then expire on the earlier of the Expiration
Date set forth above or twelve (12) months following such termination of
Continuous Status as an Employee. You should be aware that if your disability
is not considered a permanent and total disability within the meaning of
Section 422(c)(6) of the Code, and you exercise this option more than three
(3) months following the date of your termination of employment, your exercise
will be treated for tax purposes as the exercise of a "nonstatutory stock
option" instead of an "incentive stock option" under the federal tax laws.

Your termination of Continuous Status as an Employee, Director or
Consultant is due to your death or your death occurs within thirty (30) days
following your termination of Continuous Status as an Employee, Director or
Consultant for any other reason. This option will then expire on the earlier
of the Expiration Date set forth above or twelve (12) months after your death.

If during any part of such thirty (30) day period you may not exercise
your option solely because of the condition set forth in paragraph 5 above,
then your option will not expire until the earlier of the Expiration Date set
forth above or until this option shall have been exercisable for an aggregate
period of thirty (30) days after your termination of Continuous Status as an
Employee, Director or Consultant.

If your exercise of the option within thirty (30) days after termination
of your Continuous Status as an Employee, Director or Consultant with the
Company or with an Affiliate of the Company would result in liability under
Section 16(b) of the Securities Exchange Act of 1934, as amended, then your
option will expire on the earlier of (i) the Expiration Date set forth above,
(ii) the tenth (10th) day after the last date upon which exercise would result
in such liability or (iii) six (6) months and ten (10) days after the
termination of your Continuous Status as an Employee, Director or Consultant
with the Company or an Affiliate of the Company.

However, this option may be exercised following termination of Continuous
Status as an Employee only as to that number of shares as to which it was
exercisable on the date of termination of Continuous Status as an Employee
under the provisions of paragraph 2 of this option.

In order to obtain the federal income tax advantages associated with an
"incentive stock option," the Code requires that at all times beginning on the
date of grant of the option and ending on the day three (3) before the date of
the option's exercise, you must be an employee of the Company or an Affiliate
of the Company, except in the event of your death or permanent and total
disability. The Company has provided for continued vesting or extended
exerciseability of your option under certain circumstances for your benefit,
but cannot guarantee that your option will necessarily be treated as an
"incentive stock option" if you provide services to the Company or an
Affiliate of the Company as a consultant or exercise your option more than
three (3) months after the date your employment with the Company and all
Affiliates of the Company terminates.

Exercise.

This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other
person as the Company may designate, during regular business hours, together
with such additional documents as the Company may then require pursuant to
subsection 6(f) of the Plan.

By exercising this option you agree that:

as a precondition to the completion of any exercise of this option, the
Company may require you to enter an arrangement providing for the payment by
you to the Company of any tax withholding obligation of the Company arising by
reason of (1) the exercise of this option; (2) the lapse of any substantial
risk of forfeiture to which the shares are subject at the time of exercise; or
(3) the disposition of shares acquired upon such exercise;

you will notify the Company in writing within fifteen (15) days after the
date of any disposition of any of the shares of the Common Stock issued upon
exercise of this option that occurs within two (2) years after the date of
this option grant or within one (1) year after such shares of Common Stock are
transferred upon exercise of this option; and

the Company (or a representative of the underwriters) may, in connection
with the first underwritten registration of the offering of any securities of
the Company under the Securities Act, require that you not sell or otherwise
transfer or dispose of any shares of Common Stock or other securities of the
Company during such period (not to exceed one hundred eighty (180) days)
following the effective date (the "Effective Date") of the registration
statement of the Company filed under the Securities Act as may be requested by
the Company or the representative of the underwriters. You further agree that
the Company may impose stop-transfer instructions with respect to securities
subject to the foregoing restrictions until the end of such period.

Transferability. This option is not transferable, except by will or by
the laws of descent and distribution, and is exercisable during your life only
by you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third
party who, in the event of your death, shall thereafter be entitled to
exercise this option.

Option Not a Service Contract. This option is not an employment contract
and nothing in this option shall be deemed to create in any way whatsoever any
obligation on your part to continue in the employ of the Company, or of the
Company to continue your employment with the Company. In addition, nothing in
this option shall obligate the Company or any Affiliate of the Company, or
their respective stockholders, Board of Directors, officers or employees to
continue any relationship which you might have as a Director or Consultant for
the Company or Affiliate of the Company.

Notices. Any notices provided for in this option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit
in the United States mail, postage prepaid, addressed to you at the address
specified below or at such other address as you hereafter designate by written
notice to the Company.

Governing Plan Document. This option is subject to all the provisions of
the Plan, a copy of which is attached hereto and its provisions are hereby
made a part of this option, including without limitation the provisions of
Section 6 of the Plan relating to option provisions, and is further subject to
all interpretations, amendments, rules and regulations which may from time to
time be promulgated and adopted pursuant to the Plan. In the event of any
conflict between the provisions of this option and those of the Plan, the
provisions of the Plan shall control.

Right of First Refusal. The shares acquired upon exercise of this option
shall be subject to the Right of First Refusal which the Company may exercise
upon any purported transfer of the shares. In the event you wish to transfer
some or all of your fully-vested option shares, you must first disclose in
writing all material terms of such transfer to the Company. The Company will
then have the right to purchase from you, within the thirty (30)-day period
following receipt of such written notice (or such longer period as may be
agreed to by the Company and you), all (or any part of the shares with your
consent) of the shares acquired upon exercise of this option on substantially
the same terms and conditions as stated in the written notice. The Right of
First Refusal shall terminate upon the date of the first registration of an
equity security of the Company under Section 12 of the Exchange Act.

Dated the___ day of ____, 19__.

Very truly yours,
ClariNet Communications Corp.

By
Duly authorized on behalf
of the Board of Directors

<PAGE>

ATTACHMENTS:

1996 Stock Option Plan
Notice of Exercise

The undersigned acknowledges receipt of the foregoing option and the
attachments referenced therein and understands that all rights and liabilities
with respect to this option are set forth in the option and the Plan.

OPTIONEE

Address:

Exhibit 5.1

August 14, 1997
Individual, Inc.
8 New England Executive Park West
Burlington, MA 01803

Re: Registration Statement on Form S-8 (including Reoffer Prospectus on
Form S-3) Relating to the Amended and Restated 1989 Stock Option Plan,
ClariNet 1995 Incentive Stock Option Plan, and ClariNet 1996 Stock Option Plan
(collectively, the "Plans"), and the Selling Officer Shares of Individual,
Inc. (the "Company")
- - -----------------------------------------------------------------------------

Dear Sir or Madam:

Reference is made to the above-captioned Registration Statement on Form
S-8 (including Reoffer Prospectus on Form S-3) (the "Registration Statement")
filed by the Company on or about August 14, 1997 with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
an aggregate of 1,738,966 shares of Common Stock, $.01 par value per share, of
the Company issuable pursuant to the Plans (the "Shares").

We have examined, are familiar with, and have relied as to factual
matters solely upon copies of the Plans, the Third Amended and Restated
Certificate of Incorporation and Amended and Restated By-Laws of the Company,
the minute books and stock records of the Company and originals of such other
documents, certificates and proceedings as we have deemed necessary for the
purpose of rendering this opinion.

Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the respective Plans, the terms of any option or purchase right grant
thereunder duly authorized by the Company's Board of Directors or Compensation
Committee and/or any related agreements with the Company, will be validly
issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in
the Registration Statement and any amendments thereto.

Very truly yours,

/s/ Testa, Hurwitz & Thibeault, LLP

TESTA, HURWITZ & THIBEAULT, LLP

Exhibit 23.1

Consent of Independent Accountants
----------------------------------

The Board of Directors
Individual, Inc.:

We consent to the incorporation by reference in the registration
statement of Individual, Inc. on Form S-8 (containing a Reoffer Prospectus on
Form S-3) of our report dated February 15, 1997, on our audits of the
consolidated financial statements of Individual, Inc. as of December 31, 1996
and 1995 and for the years ended December 31, 1996, 1995 and 1994, which
report is incorporated by reference in the Annual Report on Form 10-K of
Individual, Inc. for the year ended December 31, 1996. We also consent to the
reference to our firm under the caption "Experts."

/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.

Boston, Massachusetts
August 13, 1997

288LAG4525/1.364093-1