UOL PUBLISHING INC
8-A12G, 1996-09-24
SERVICES, NEC
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                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                              UOL Publishing, Inc.

- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                      54-1290319

- --------------------------------------------------------------------------------
 (State of incorporation or organization)              (I.R.S. Employer
                                                      Identification No.)

105 W. Broad Street, Suite 301, Falls Church, Virginia       22046
- --------------------------------------------------------------------------------
     (Address of principal executive offices)             (Zip Code)

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

    Title of each class                 Name of each exchange on which
    to be so registered                 each class is to be registered

           None                                    None

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

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

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


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

                          Common Stock, $0.01 par value

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

                                (Title of class)


<PAGE>



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

         Incorporated by reference to the section entitled "Description
         of Capital Stock" in the Preliminary  Prospectus  contained in
         Registrant's Registration Statement on Form S-1 filed with the
         Securities and Exchange Commission on September 17, 1996 (the
         "Form S-1").

Item 2.  Exhibits

         The following  exhibits are filed as part of this registration
         statement:

          *1.  Amended and Restated Certificate of Incorporation of
               Registrant.

         **2.  Amended and Restated Bylaws of Registrant.

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

     *   Incorporated by reference to Exhibit 3.1 to the Form S-1.

    **   Incorporated by reference to Exhibit 3.2 to the Form S-1.

                                       -2-



<PAGE>



                                    SIGNATURE

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

Date:  September 24, 1996

                                          UOL PUBLISHING, INC.

                                          By: /s/ Carl N. Tyson
                                              ------------------------
                                          Title: President
                                                 ---------------------

                                       -3-



<PAGE>


                              UOL Publishing, Inc.

                         Form 8-A Registration Statement

                                Index to Exhibits

Exhibit

Number            Description                                          Page No.

   *1             Amended and Restated Certificate of                    --
                  Incorporation of Registrant.

  **2             Amended and Restated Bylaws of Registrant.             --

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

     *   Incorporated by reference to Exhibit 3.1 to the Form S-1.

    **   Incorporated by reference to Exhibit 3.2 to the Form S-1.



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