content: <PAGE>   1
    As filed with the Securities and Exchange Commission on February 10, 1999.
                                                            Registration No. 333-
  ===============================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  ---------------
  
                                      FORM S-8
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
                                  ---------------
                               INTERNET AMERICA, INC.
               (Exact name of registrant as specified in its charter)
  
               Texas                                   86-0778979
   (State or other jurisdiction of        (I.R.S. employer identification number)
  incorporation or organization)
  
                                 One Dallas Centre
                            350 N. St. Paul, Suite 3000
                                Dallas, Texas 75201
                      (Address of principal executive offices)
                                  ---------------
                               INTERNET AMERICA, INC.
                    OPTION SETTLEMENT AGREEMENT - MICHAEL BATES
                    OPTION SETTLEMENT AGREEMENT - MARK D. BONDS
                    OPTION SETTLEMENT AGREEMENT - JOHN P. BRIGHT
                   OPTION SETTLEMENT AGREEMENT - G. DAVID BUTLER
                    OPTION SETTLEMENT AGREEMENT - SCOTT A. LENT
                     OPTION SETTLEMENT AGREEMENT - BOBBY MANSON
                  OPTION SETTLEMENT AGREEMENT - TIMOTHY G. MARTIN
               OPTION SETTLEMENT AGREEMENT - THE MAYNARD FAMILY TRUST
                  OPTION SETTLEMENT AGREEMENT - JOHN A. NANNI AND
                                                THE JOHN N. NANNI TRUST
                  OPTION SETTLEMENT AGREEMENT - JANET L. WILLIAMS
                              (Full title of the Plan)
                                  ---------------
  
                                 MICHAEL T. MAPLES
                                 One Dallas Centre
                            350 N. St. Paul, Suite 3000
                                Dallas, Texas 75201
            (Name and address of agent for service of agent for service)
  
                                   (214) 861-2500
                      (Telephone number, including area code,
                               of agent for service)
                                  ----------------
                                      COPY TO:
                                 RICHARD F. DAHLSON
                               Jackson Walker L.L.P.
                                  901 Main Street
                                     Suite 6000
                                Dallas, Texas 75202
  
  <PAGE>   2
  
  <TABLE>
  <CAPTION>
  
                                                    CALCULATION OF REGISTRATION FEE
  ==========================================================================================================================
                                                                   Proposed              Proposed
                 Title of                       Amount              Maximum               Maximum            Amount of
                Securities                       to be          Offering Price           Aggregate          Registration
             to be Registered                 Registered         Per Share (1)      Offering Price (1)        Fee (1)
  --------------------------------------------------------------------------------------------------------------------------
  <S>                                         <C>               <C>                 <C>                     <C>    
  Common Stock, $0.01 par value                 5,000 shares        $1.67              $  8,350                 $109.10
                                                5,000 shares        $1.67              $  8,350
                                                5,000 shares        $1.67              $  8,350
                                               37,500 shares        $1.67              $ 62,625
                                               15,000 shares        $1.67              $ 25,050
                                               15,000 shares        $1.67              $ 25,050
                                               37,500 shares        $1.67              $ 62,625
                                               75,000 shares        $1.67              $125,250
                                               37,500 shares        $1.67              $ 62,625
                                                2,500 shares        $1.67              $  4,175
  ==========================================================================================================================
  </TABLE>
  
  (1) Computed pursuant to Rule 457 solely for the purpose of calculating the
      registration fee, based upon the prices at which the options may be
      exercised.
  
  
  <PAGE>   3
  
  
  
                                      Part II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents, which have been filed with the Commission by
  Internet America, Inc. (the "Company"), are incorporated herein by reference
  and made a part hereof:
  
           (i) Prospectus dated December 9, 1998 and filed with the Commission
           pursuant to Rule 424(b) on December 10, 1998 (the "424(b)
           Prospectus");
  
           (ii) All other reports filed with the Commission pursuant to Section
           13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
           "Exchange Act"), since the end of the fiscal year covered by the
           424(b) Prospectus; and
  
           (iii) Description of the Common Stock contained in the Company's
           Registration Statement on Form SB-2 (No. 333-59527) and Registration
           Statement on Form 8-A (No. 000-25147), effective as of December 9,
           1998.
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act subsequent to the date of this Registration
  Statement and prior to the filing of a post-effective amendment that indicates
  that all of the Common Stock offered hereunder has been sold or which
  deregisters all of such Common Stock then remaining unsold, shall be deemed to
  be incorporated by reference herein and to be a part hereof from the date of
  filing of such documents.
  
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Articles of Incorporation of the Company provide that to the
  fullest extent permitted by applicable law, a director of the Company will not
  be liable to the Company or its shareholders for monetary damages for an act or
  omission in the director's capacity as a director.
  
  
  
                                         1
  
  <PAGE>   4
  
  
  
           The Texas Business Corporation Act ("TBCA") permits the
  indemnification of directors, employees, officers and agents to Texas
  corporations. The Company's Articles and Bylaws provide that the Company shall
  indemnify any person to the fullest extent permitted by law. Under the TBCA, an
  officer or director may be indemnified if he acted in good faith and reasonably
  believed that his conduct (i) was in the best interests of the Company if he
  acted in his official capacity or (ii) was not opposed to the best interests of
  the Company in all other cases. In addition, the indemnitee may not have
  reasonable cause to believe that his conduct was unlawful in the case of a
  criminal proceeding. In any case, the indemnitee may not have been found liable
  to the Company for improperly receiving a personal benefit or for willful or
  intentional misconduct in the performance of his duty to the Company. The
  Company (i) must indemnify an officer or director for reasonable expenses if he
  is successful, (ii) may indemnify an officer or director for such reasonable
  expenses unless he was found liable for willful or intentional misconduct in
  the performance of his duty to the Company and (iii) may advance reasonable
  defense expenses if the officer or director undertakes to reimburse the Company
  if he is later found not to satisfy the standard for indemnification expenses.
  Insofar as indemnification for liabilities arising under the Securities Act may
  be permitted to directors, officers and controlling persons of the Company
  pursuant to the foregoing provisions, or otherwise, the Company 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 and
  is, therefore, unenforceable. This provision in the Articles does not eliminate
  the duty of care, and in appropriate circumstances equitable remedies such as
  an injunction or other forms of nonmonetary relief would remain available under
  Texas law. This provision also does not affect a director's responsibilities
  under any other laws, such as the federal securities laws or state or federal
  environmental laws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           The following is a list of all exhibits filed as a part of this
  Registration Statement on Form S-8, including those incorporated herein by
  reference.
  
  <TABLE>
  <CAPTION>
  
  Exhibit
  Number        Description of Exhibit
  -------       ----------------------
  <S>           <C>
  3.1           Internet America, Inc.'s Articles of Incorporation (1)
  
  3.2           Internet America, Inc.'s Article of Amendment to Articles of
                Incorporation (1)
  
  3.3           Internet America, Inc.'s Bylaws (1)
  
  3.4           Internet America Inc.'s Amendment to Bylaws (1)
  
  3.5           Application for Certificate of Withdrawal of Internet America,
                Inc.(1)
  </TABLE>
  
  
  
                                         2
  
  <PAGE>   5
  
  
  <TABLE>
  <CAPTION>
  
  <S>           <C>                                                             
  3.6           Articles of Merger merging Internet America, Inc., an Arizona
                corporation, with and into INTRNTUSA, INC., a Texas corporation
                (1)
  
  4.1           Specimen Common Stock certificate (1)
  
  4.2           Certificate of Designation of the Series A Preferred Stock of
                Internet America, Inc.(1)
  
  4.3           Amended Certificate of Designation of the Series A Preferred
                Stock of Internet America, Inc.(1)
  
  4.4           Certificate of Designation of the Series B Preferred Stock of
                Internet America, Inc.(1)
  
  5.1           Opinion of Jackson Walker L.L.P.*
  
  23.1          Consent of Jackson Walker L.L.P. (included in its opinion filed
                as Exhibit 5.1)
  
  23.2          Consent of Deloitte & Touche LLP*
  
  24            Power of Attorney (included in Part II hereof)
  
  99.1          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Michael Bates.*
  
  99.2          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Mark D. Bonds.*
  
  99.3          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and John P. Bright.*
  
  99.4          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and G. David Butler.*
  
  99.5          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Scott A. Lent.*
  
  99.6          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Bobby Manson.*
  
  99.7          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Timothy G. Martin.*
  
  99.8          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and The Maynard Family Trust.*
  
  99.9          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and John N. Nanni and The John N.
                Nanni Trust.*
  </TABLE>
  
                                         3
  
  <PAGE>   6
  
  
  <TABLE>
  <CAPTION>
  
  <S>           <C>
  99.10         Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Janet L. Williams.*
  
  99.11         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and David Butler.*
  
  99.12         Non-Qualified Stock Option Agreement, dated as of June 27, 1996,
                by and between Internet America, Inc. and Scott Lent.*
  
  99.13         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and Bobby Manson.*
  
  99.14         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and Tim Martin.*
  
  99.15         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and Maynard Family
                Trust.*
  
  99.16         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and John Nanni
                Trust.*
  </TABLE>
  
  -------------
  
  *        Filed herewith.
  
  (1)      Previously filed as an exhibit to the Company's Registration Statement
           on Form SB-2 (file No. 333-59527) originally filed on July 21, 1998,
           as amended, and incorporated herein by reference.
  
  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, as amended;
  
                         (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. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the Commission
                    pursuant to Rule 424(b) if, in the aggregate, the changes in
                    volume and price represent no more than
  
  
                                         4
  
  <PAGE>   7
  
  
  
                    a 20% change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee" table in the
                    effective 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 Company
  pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934, as
  amended, that are incorporated by reference in the registration statement.
  
                    (2) That, for the purpose of determining any liability under
              the Securities Act of 1933, as amended, 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, as amended, each
  filing of the registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the Exchange Act of 1934, as amended, 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, as amended, 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 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 and will be governed by the final adjudication
  of such issue.
  
  
                                         5
  
  <PAGE>   8
  
  
                                     SIGNATURES
  
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant 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 Dallas, State of Texas
  on the 9th day of February, 1999.
  
  
                               INTERNET AMERICA, INC.
  
  
  
                               By: /s/ JAMES T. CHANEY
                                 ------------------------------------------------
                                    James T. Chaney, Vice President, Chief
                                    Financial Officer, Secretary and Treasurer
                                    (Principal Accounting and Financial Officer)
  
  
  
                                         6
  
  
  <PAGE>   9
  
  
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below authorizes Michael T. Maples
  and James T. Chaney, and each of them, each of whom may act without joinder of
  the other, to execute in the name of each such person who is then an officer or
  director of the Registrant, and to file any amendments to this Registration
  Statement necessary or advisable to enable the Registrant to comply with the
  Securities Act of 1933, as amended, and any rules, regulations and requirements
  of the Commission, in respect thereof, in connection with the registration of
  the securities which are the subject of this Registration Statement, which
  amendments may make such changes in such Registration Statement as such
  attorney may deem appropriate.
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed by the following persons
  in the capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  
  
  Signature                          Title                                        Date
  ---------                          -----                                        ----
  <S>                                <C>                                          <C>
  
  /s/ MICHAEL T. MAPLES
  ------------------------------     Chief Executive Officer,                     February 9, 1999             
  Michael T. Maples                  President and Director                                             
                                     (Principal Executive Officer)                                      
  
  
  
  /s/ JAMES T. CHANEY
  ------------------------------     Chief Financial Officer, Vice                February 9, 1999
  James T. Chaney                    President, Secretary and Treasurer
                                     (Principal Financial and Accounting
                                     Officer)
  
  
  
  /s/ DOUGLAS G. SHELDON
  ------------------------------     Vice President -- Marketing,                 February 9, 1999
  Douglas G. Sheldon                 Director                     
  
  
  
  /s/ WILLIAM O. HUNT
  ------------------------------     Chairman of the Board                        February 9, 1999
  William O. Hunt
  
  
  
  /s/ JACK T. SMITH
  ------------------------------     Director                                     February 9, 1999
  Jack T. Smith
  
  
  
  /s/ GARY L. CORONA
  ------------------------------     Director                                     February 9, 1999
  Gary L. Corona
  </TABLE>
  
  
  
  
                                         7
  
  <PAGE>   10
  
  
                                 INDEX TO EXHIBITS
  <TABLE>
  <CAPTION>
  
  
  Exhibit
  Number        Description of Exhibit
  --------      ----------------------
  <S>           <C>
  3.1           Internet America, Inc.'s Articles of Incorporation (1)
  
  3.2           Internet America, Inc.'s Article of Amendment to Articles of
                Incorporation (1)
  
  3.3           Internet America, Inc.'s Bylaws (1)
  
  3.4           Internet America Inc.'s Amendment to Bylaws (1)
  
  3.5           Application for Certificate of Withdrawal of Internet America,
                Inc.(1)
  
  3.6           Articles of Merger merging Internet America, Inc., an Arizona
                corporation, with and into INTRNTUSA, INC., a Texas corporation
                (1)
  
  4.1           Specimen Common Stock certificate (1)
  
  4.2           Certificate of Designation of the Series A Preferred Stock of
                Internet America, Inc.(1)
  
  4.3           Amended Certificate of Designation of the Series A Preferred
                Stock of Internet America, Inc.(1)
  
  4.4           Certificate of Designation of the Series B Preferred Stock of
                Internet America, Inc.(1)
  
  5.1           Opinion of Jackson Walker L.L.P.*
  
  23.1          Consent of Jackson Walker L.L.P. (included in its opinion filed
                as Exhibit 5.1)
  
  23.2          Consent of Deloitte & Touche LLP*
  
  24            Power of Attorney (included in Part II hereof)
  
  99.1          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Michael Bates.*
  
  99.2          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Mark D. Bonds.*
  
  99.3          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and John P. Bright.*
  
  99.4          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and G. David Butler.*
  </TABLE>
  
  
  
                                         8
  
  <PAGE>   11
  
  
  
  <TABLE>
  <CAPTION>
  
  <S>           <C>
  99.5          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Scott A. Lent.*
  
  99.6          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Bobby Manson.*
  
  99.7          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Timothy G. Martin.*
  
  99.8          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and The Maynard Family Trust.*
  
  99.9          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and John N. Nanni and The John N.
                Nanni Trust.*
  
  99.10         Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Janet L. Williams.*
  
  99.11         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and David Butler.*
  
  99.12         Non-Qualified Stock Option Agreement, dated as of June 27, 1996,
                by and between Internet America, Inc. and Scott Lent .*
  
  99.13         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and Bobby Manson.*
  
  99.14         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and Tim Martin.*
  
  99.15         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and Maynard Family
                Trust.*
  
  99.16         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and John Nanni
                Trust.*
  </TABLE>
  
  -------------------
  
  *   Filed herewith.
  
  (1) Previously filed as an exhibit to the Company's Registration Statement on
      Form SB-2 (file No. 333-59527) originally filed on July 21, 1998, as
      amended, and incorporated herein by reference.
  
  
  
                                         9
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26859}]
metadata_filer: {"company-data": {"conformed-name": "INTERNET AMERICA INC", "cik": "0001001279", "assigned-sic": "7372", "irs-number": "860778979", "state-of-incorporation": "TX", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72111", "film-number": "99528488"}, "business-address": {"street1": "350 N ST PAUL STE 200", "city": "DALLAS", "state": "TX", "zip": "75201"}, "mail-address": {"street1": "ONE DALLAS CENTRE 350 N. ST. PAUL", "street2": "SUITE 3000", "city": "DALLAS", "state": "TX", "zip": "75201"}}
text: 1
    As filed with the Securities and Exchange Commission on February 10, 1999.
                                                            Registration No. 333-
  ===============================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  ---------------
  
                                      FORM S-8
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
                                  ---------------
                               INTERNET AMERICA, INC.
               (Exact name of registrant as specified in its charter)
  
               Texas                                   86-0778979
   (State or other jurisdiction of        (I.R.S. employer identification number)
  incorporation or organization)
  
                                 One Dallas Centre
                            350 N. St. Paul, Suite 3000
                                Dallas, Texas 75201
                      (Address of principal executive offices)
                                  ---------------
                               INTERNET AMERICA, INC.
                    OPTION SETTLEMENT AGREEMENT - MICHAEL BATES
                    OPTION SETTLEMENT AGREEMENT - MARK D. BONDS
                    OPTION SETTLEMENT AGREEMENT - JOHN P. BRIGHT
                   OPTION SETTLEMENT AGREEMENT - G. DAVID BUTLER
                    OPTION SETTLEMENT AGREEMENT - SCOTT A. LENT
                     OPTION SETTLEMENT AGREEMENT - BOBBY MANSON
                  OPTION SETTLEMENT AGREEMENT - TIMOTHY G. MARTIN
               OPTION SETTLEMENT AGREEMENT - THE MAYNARD FAMILY TRUST
                  OPTION SETTLEMENT AGREEMENT - JOHN A. NANNI AND
                                                THE JOHN N. NANNI TRUST
                  OPTION SETTLEMENT AGREEMENT - JANET L. WILLIAMS
                              (Full title of the Plan)
                                  ---------------
  
                                 MICHAEL T. MAPLES
                                 One Dallas Centre
                            350 N. St. Paul, Suite 3000
                                Dallas, Texas 75201
            (Name and address of agent for service of agent for service)
  
                                   (214) 861-2500
                      (Telephone number, including area code,
                               of agent for service)
                                  ----------------
                                      COPY TO:
                                 RICHARD F. DAHLSON
                               Jackson Walker L.L.P.
                                  901 Main Street
                                     Suite 6000
                                Dallas, Texas 75202
  2
  CALCULATION OF REGISTRATION FEE
  ==========================================================================================================================
                                                                   Proposed              Proposed
                 Title of                       Amount              Maximum               Maximum            Amount of
                Securities                       to be          Offering Price           Aggregate          Registration
             to be Registered                 Registered         Per Share (1)      Offering Price (1)        Fee (1)
  --------------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value                 5,000 shares        $1.67              $  8,350                 $109.10
                                                5,000 shares        $1.67              $  8,350
                                                5,000 shares        $1.67              $  8,350
                                               37,500 shares        $1.67              $ 62,625
                                               15,000 shares        $1.67              $ 25,050
                                               15,000 shares        $1.67              $ 25,050
                                               37,500 shares        $1.67              $ 62,625
                                               75,000 shares        $1.67              $125,250
                                               37,500 shares        $1.67              $ 62,625
                                                2,500 shares        $1.67              $  4,175
  ==========================================================================================================================
  (1) Computed pursuant to Rule 457 solely for the purpose of calculating the
      registration fee, based upon the prices at which the options may be
      exercised.
  3
  
                                      Part II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents, which have been filed with the Commission by
  Internet America, Inc. (the "Company"), are incorporated herein by reference
  and made a part hereof:
  
           (i) Prospectus dated December 9, 1998 and filed with the Commission
           pursuant to Rule 424(b) on December 10, 1998 (the "424(b)
           Prospectus");
  
           (ii) All other reports filed with the Commission pursuant to Section
           13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
           "Exchange Act"), since the end of the fiscal year covered by the
           424(b) Prospectus; and
  
           (iii) Description of the Common Stock contained in the Company's
           Registration Statement on Form SB-2 (No. 333-59527) and Registration
           Statement on Form 8-A (No. 000-25147), effective as of December 9,
           1998.
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act subsequent to the date of this Registration
  Statement and prior to the filing of a post-effective amendment that indicates
  that all of the Common Stock offered hereunder has been sold or which
  deregisters all of such Common Stock then remaining unsold, shall be deemed to
  be incorporated by reference herein and to be a part hereof from the date of
  filing of such documents.
  
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Articles of Incorporation of the Company provide that to the
  fullest extent permitted by applicable law, a director of the Company will not
  be liable to the Company or its shareholders for monetary damages for an act or
  omission in the director's capacity as a director.
  
                                         1
  4
  
           The Texas Business Corporation Act ("TBCA") permits the
  indemnification of directors, employees, officers and agents to Texas
  corporations. The Company's Articles and Bylaws provide that the Company shall
  indemnify any person to the fullest extent permitted by law. Under the TBCA, an
  officer or director may be indemnified if he acted in good faith and reasonably
  believed that his conduct (i) was in the best interests of the Company if he
  acted in his official capacity or (ii) was not opposed to the best interests of
  the Company in all other cases. In addition, the indemnitee may not have
  reasonable cause to believe that his conduct was unlawful in the case of a
  criminal proceeding. In any case, the indemnitee may not have been found liable
  to the Company for improperly receiving a personal benefit or for willful or
  intentional misconduct in the performance of his duty to the Company. The
  Company (i) must indemnify an officer or director for reasonable expenses if he
  is successful, (ii) may indemnify an officer or director for such reasonable
  expenses unless he was found liable for willful or intentional misconduct in
  the performance of his duty to the Company and (iii) may advance reasonable
  defense expenses if the officer or director undertakes to reimburse the Company
  if he is later found not to satisfy the standard for indemnification expenses.
  Insofar as indemnification for liabilities arising under the Securities Act may
  be permitted to directors, officers and controlling persons of the Company
  pursuant to the foregoing provisions, or otherwise, the Company 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 and
  is, therefore, unenforceable. This provision in the Articles does not eliminate
  the duty of care, and in appropriate circumstances equitable remedies such as
  an injunction or other forms of nonmonetary relief would remain available under
  Texas law. This provision also does not affect a director's responsibilities
  under any other laws, such as the federal securities laws or state or federal
  environmental laws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           The following is a list of all exhibits filed as a part of this
  Registration Statement on Form S-8, including those incorporated herein by
  reference.
  Exhibit
  Number        Description of Exhibit
  -------       ----------------------
  3.1           Internet America, Inc.'s Articles of Incorporation (1)
  
  3.2           Internet America, Inc.'s Article of Amendment to Articles of
                Incorporation (1)
  
  3.3           Internet America, Inc.'s Bylaws (1)
  
  3.4           Internet America Inc.'s Amendment to Bylaws (1)
  
  3.5           Application for Certificate of Withdrawal of Internet America,
                Inc.(1)
  2
  5
  3.6           Articles of Merger merging Internet America, Inc., an Arizona
                corporation, with and into INTRNTUSA, INC., a Texas corporation
                (1)
  
  4.1           Specimen Common Stock certificate (1)
  
  4.2           Certificate of Designation of the Series A Preferred Stock of
                Internet America, Inc.(1)
  
  4.3           Amended Certificate of Designation of the Series A Preferred
                Stock of Internet America, Inc.(1)
  
  4.4           Certificate of Designation of the Series B Preferred Stock of
                Internet America, Inc.(1)
  
  5.1           Opinion of Jackson Walker L.L.P.*
  
  23.1          Consent of Jackson Walker L.L.P. (included in its opinion filed
                as Exhibit 5.1)
  
  23.2          Consent of Deloitte & Touche LLP*
  
  24            Power of Attorney (included in Part II hereof)
  
  99.1          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Michael Bates.*
  
  99.2          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Mark D. Bonds.*
  
  99.3          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and John P. Bright.*
  
  99.4          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and G. David Butler.*
  
  99.5          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Scott A. Lent.*
  
  99.6          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Bobby Manson.*
  
  99.7          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Timothy G. Martin.*
  
  99.8          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and The Maynard Family Trust.*
  
  99.9          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and John N. Nanni and The John N.
                Nanni Trust.*
  3
  6
  99.10         Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Janet L. Williams.*
  
  99.11         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and David Butler.*
  
  99.12         Non-Qualified Stock Option Agreement, dated as of June 27, 1996,
                by and between Internet America, Inc. and Scott Lent.*
  
  99.13         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and Bobby Manson.*
  
  99.14         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and Tim Martin.*
  
  99.15         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and Maynard Family
                Trust.*
  
  99.16         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and John Nanni
                Trust.*
  -------------
  
  *        Filed herewith.
  
  (1)      Previously filed as an exhibit to the Company's Registration Statement
           on Form SB-2 (file No. 333-59527) originally filed on July 21, 1998,
           as amended, and incorporated herein by reference.
  
  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, as amended;
  
                         (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. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the Commission
                    pursuant to Rule 424(b) if, in the aggregate, the changes in
                    volume and price represent no more than
  
                                         4
  7
  
                    a 20% change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee" table in the
                    effective 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 Company
  pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934, as
  amended, that are incorporated by reference in the registration statement.
  
                    (2) That, for the purpose of determining any liability under
              the Securities Act of 1933, as amended, 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, as amended, each
  filing of the registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the Exchange Act of 1934, as amended, 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, as amended, 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 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 and will be governed by the final adjudication
  of such issue.
  
                                         5
  8
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant 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 Dallas, State of Texas
  on the 9th day of February, 1999.
  
                               INTERNET AMERICA, INC.
  
                               By: /s/ JAMES T. CHANEY
                                 ------------------------------------------------
                                    James T. Chaney, Vice President, Chief
                                    Financial Officer, Secretary and Treasurer
                                    (Principal Accounting and Financial Officer)
  
                                         6
  9
  
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below authorizes Michael T. Maples
  and James T. Chaney, and each of them, each of whom may act without joinder of
  the other, to execute in the name of each such person who is then an officer or
  director of the Registrant, and to file any amendments to this Registration
  Statement necessary or advisable to enable the Registrant to comply with the
  Securities Act of 1933, as amended, and any rules, regulations and requirements
  of the Commission, in respect thereof, in connection with the registration of
  the securities which are the subject of this Registration Statement, which
  amendments may make such changes in such Registration Statement as such
  attorney may deem appropriate.
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed by the following persons
  in the capacities and on the dates indicated.
  Signature                          Title                                        Date
  ---------                          -----                                        ----
  /s/ MICHAEL T. MAPLES
  ------------------------------     Chief Executive Officer,                     February 9, 1999             
  Michael T. Maples                  President and Director                                             
                                     (Principal Executive Officer)                                      
  
  /s/ JAMES T. CHANEY
  ------------------------------     Chief Financial Officer, Vice                February 9, 1999
  James T. Chaney                    President, Secretary and Treasurer
                                     (Principal Financial and Accounting
                                     Officer)
  
  /s/ DOUGLAS G. SHELDON
  ------------------------------     Vice President -- Marketing,                 February 9, 1999
  Douglas G. Sheldon                 Director                     
  
  /s/ WILLIAM O. HUNT
  ------------------------------     Chairman of the Board                        February 9, 1999
  William O. Hunt
  
  /s/ JACK T. SMITH
  ------------------------------     Director                                     February 9, 1999
  Jack T. Smith
  
  /s/ GARY L. CORONA
  ------------------------------     Director                                     February 9, 1999
  Gary L. Corona
  7
  10
  
                                 INDEX TO EXHIBITS
  Exhibit
  Number        Description of Exhibit
  --------      ----------------------
  3.1           Internet America, Inc.'s Articles of Incorporation (1)
  
  3.2           Internet America, Inc.'s Article of Amendment to Articles of
                Incorporation (1)
  
  3.3           Internet America, Inc.'s Bylaws (1)
  
  3.4           Internet America Inc.'s Amendment to Bylaws (1)
  
  3.5           Application for Certificate of Withdrawal of Internet America,
                Inc.(1)
  
  3.6           Articles of Merger merging Internet America, Inc., an Arizona
                corporation, with and into INTRNTUSA, INC., a Texas corporation
                (1)
  
  4.1           Specimen Common Stock certificate (1)
  
  4.2           Certificate of Designation of the Series A Preferred Stock of
                Internet America, Inc.(1)
  
  4.3           Amended Certificate of Designation of the Series A Preferred
                Stock of Internet America, Inc.(1)
  
  4.4           Certificate of Designation of the Series B Preferred Stock of
                Internet America, Inc.(1)
  
  5.1           Opinion of Jackson Walker L.L.P.*
  
  23.1          Consent of Jackson Walker L.L.P. (included in its opinion filed
                as Exhibit 5.1)
  
  23.2          Consent of Deloitte & Touche LLP*
  
  24            Power of Attorney (included in Part II hereof)
  
  99.1          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Michael Bates.*
  
  99.2          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Mark D. Bonds.*
  
  99.3          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and John P. Bright.*
  
  99.4          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and G. David Butler.*
  8
  11
  99.5          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Scott A. Lent.*
  
  99.6          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Bobby Manson.*
  
  99.7          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Timothy G. Martin.*
  
  99.8          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and The Maynard Family Trust.*
  
  99.9          Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and John N. Nanni and The John N.
                Nanni Trust.*
  
  99.10         Option Settlement Agreement, dated as of January 15, 1999, by and
                between Internet America, Inc. and Janet L. Williams.*
  
  99.11         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and David Butler.*
  
  99.12         Non-Qualified Stock Option Agreement, dated as of June 27, 1996,
                by and between Internet America, Inc. and Scott Lent .*
  
  99.13         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and Bobby Manson.*
  
  99.14         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and Tim Martin.*
  
  99.15         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and Maynard Family
                Trust.*
  
  99.16         Non-Qualified Stock Option Agreement, dated as of October 27,
                1996, by and between Internet America, Inc. and John Nanni
                Trust.*
  -------------------
  
  *   Filed herewith.
  
  (1) Previously filed as an exhibit to the Company's Registration Statement on
      Form SB-2 (file No. 333-59527) originally filed on July 21, 1998, as
      amended, and incorporated herein by reference.
  
                                         9