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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of report (Date of earliest event reported): AUGUST 9, 2000

                                ONEMAIN.COM, INC.
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               (Exact Name of Registrant as Specified in Charter)

         DELAWARE                    0-25599                  11-3460073
         --------                    -------                  ----------
(State or Other Jurisdiction  (Commission File Number)     (I.R.S. Employer
    of Incorporation)                                     Indemnification no.)

1860 MICHAEL FARADAY DRIVE, SUITE 200
           RESTON, VIRGINIA                                      20190
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(Address of Principal Executive Offices)                       (Zip Code)


       Registrant's telephone number, including area code: (703) 375-3000

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ITEM 5. OTHER EVENTS.

                  On August 9, 2000, OneMain.com, Inc., Earthlink, Inc. and a
newly formed, wholly owned subsidiary of Earthlink, Inc. ("Merger Sub") signed
an amendment to the Agreement and Plan of Merger dated June 7, 2000. The
amendment provides that if the closing price of EarthLink common stock on the
day prior to the closing of the merger were less than $8.00 per share, the
merger would be a reverse triangular merger with Merger Sub merging with and
into OneMain.com. The amendment also altered the combinations of cash and
EarthLink stock that OneMain.com holders would receive in the merger at
EarthLink closing stock prices of between $8.00 and $11.00.

                  The amendment to the merger agreement is more fully described
in the First Amendment to Agreement and Plan of Merger attached to this Form 8-K
as Exhibit 2.1. For further background information regarding the proposed
merger, see our report on Form 8-K dated June 16, 2000.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (a)  FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

                  Not applicable.

         (b) PRO FORMA FINANCIAL INFORMATION.

                  Not applicable.

         (c)  EXHIBITS

         EXHIBIT NO.      DESCRIPTION
         -----------      -----------
            2.1           First Amendment to Agreement and Plan of Merger by and
                          among OneMain.com, Inc., Earthlink, Inc. and OM
                          Combination, Inc. dated August 9, 2000


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                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                        ONEMAIN.COM, INC.


                                        By: /s/ KEVIN S. LAPIDUS
                                           -------------------------------------
Date:  August 11, 2000                      Name:  Kevin S. Lapidus
                                            Title: Senior Vice President,
                                                    General Counsel and
                                                    Secretary

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                                  EXHIBIT INDEX

         EXHIBIT NO.    DESCRIPTION
         -----------    -----------
            2.1         First Amendment to Agreement and Plan of Merger by and
                        among OneMain.com, Inc., Earthlink, Inc. and OM
                        Combination, Inc. dated August 9, 2000

                                       4