content: <PAGE>   1
          As filed with the Securities and Exchange Commission on December 8, 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.
                      EMPLOYEE AND CONSULTANT STOCK OPTION PLAN
                              (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
  
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  =================================================================================================================
                 Title of                      Amount            Proposed            Proposed
                Securities                      to be            Maximum             Maximum            Amount of
             to be Registered                Registered       Offering Price    Aggregate Offering     Registration
                                                              Per Share (1)         Price (1)            Fee (1)
  -----------------------------------------------------------------------------------------------------------------
  <S>                                      <C>                <C>               <C>                     <C>
  Common Stock, $0.01 par value            260,063 shares         $10.19          $2,650,041.90          $699.61
  =================================================================================================================
  </TABLE>
  
  
  (1)      Estimated solely for the purpose of calculating the registration fee.
           Pursuant to Rule 457(c) and 457(h), the offering price and registration
           fee are computed on the basis of the average of the high and low prices
           of the Common Stock on the National Association of Securities Dealers
           Automated Quotation National Market System on December 3, 1999.
  
  
  
  <PAGE>   2
  
  
  
                                     PROSPECTUS
  
                               INTERNET AMERICA, INC.
  
                            50,227 SHARES OF COMMON STOCK
  
           This Prospectus relates to the offer and sale of up to 50,227 shares
  (the "Shares") of common stock, par value $0.01 per share (the "Common Stock")
  of Internet America, Inc. (the "Company"), issued pursuant to the provisions of
  the Internet America, Inc. Employee and Consultant Stock Option Plan (the
  "Plan").
  
           The Shares may be sold from time to time by the Selling Shareholders or
  by permitted transferees. The Common Stock is quoted through the National
  Association of Securities Dealers Automated Quotation National Market System
  (the "Nasdaq/NMS") under the symbol "GEEK" and may be sold from time to time by
  the Selling Shareholders either directly in private transactions, or through one
  or more brokers or dealers on the Nasdaq/NMS, or any other over-the-counter
  market or exchange on which the Common Stock is quoted or listed for trading, at
  such prices and upon such terms as may be obtainable. On December 3, 1999, the
  last reported sale price of the Common Stock, as reported on the Nasdaq/NMS, was
  $10.00.
  
           Upon any sale of the Common Stock offered hereby, the Selling
  Shareholders and participating agents, brokers, dealers or marketmakers may be
  deemed to be underwriters as that term is defined in the Securities Act of 1933,
  as amended (the "Securities Act"), and commissions or discounts or any profit
  realized on the resale of such securities purchased by them may be deemed to be
  underwriting commissions or discounts under the Securities Act. See "Plan of
  Distribution." The Company will not receive any of the proceeds from the sales
  by the Selling Shareholders.
  
           No underwriter is being utilized in connection with this offering. The
  Company will pay all expenses incurred within this offering. The expenses
  incurred in connection with the offering are estimated to be approximately
  $3,000.
  
                                  -----------------
  
           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 THE PROSPECTUS. ANY REPRESENTATION TO THE
  CONTRARY IS A CRIMINAL OFFENSE.
  
                  The date of this Prospectus is December 7, 1999.
  
  
  <PAGE>   3
  
  
  
                                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 filed by the Company with the Commission can be
  inspected and copied at the public reference facilities maintained by the
  Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
  D.C. 20549; at the Commission's Chicago Regional office located at Northwestern
  Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
  60661-2511; and at the Commission's New York Regional office located at 7 World
  Trade Center, Room 1300, New York, New York 10048. Copies of such material may
  also be obtained at prescribed rates from the Public Reference Section of the
  Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
  D.C. 20549. Additionally, the Commission maintains a website
  (http://www.sec.gov) that contains reports, proxy statements and information
  statements and other information regarding registrants that file electronically
  with the Commission. The Common Stock is listed on the Nasdaq/NMS. Reports,
  proxy statements and other information concerning the Company can be inspected
  at the offices of the Nasdaq/NMS.
  
           The Company has filed with the Commission in Washington, D.C., a
  Registration Statement on Form S-8 (the "Registration Statement") in connection
  with the offer and sale of the Common Stock offered hereby under the Securities
  Act. This Prospectus does not contain all of the information set forth or
  incorporated by reference in the Registration Statement and the exhibits
  thereto. For further information with respect to the Company and the Common
  Stock, reference is made to the Registration Statement and the exhibits thereto.
  Copies of the Registration Statement are available from the Commission.
  Statements contained in this Prospectus concerning the provisions of documents
  filed with the Registration Statement are necessarily summaries of such
  documents, and each statement is qualified in its entirety by reference to the
  copy of the applicable document filed with the Commission.
  
           The Company's principal executive offices are located at One Dallas
  Centre, 350 N. St. Paul, Suite 3000, Dallas, Texas 75201 and its telephone
  number is (214) 861-2500. The Company's website is at http://www.airmail.net.
  Information contained in the Company's website does not constitute, and shall
  not be deemed to constitute, part of this Prospectus.
  
                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents, which have been filed with the Commission by
  the Company, are incorporated herein by reference and made a part hereof:
  
           (i) Annual Report on Form 10-KSB filed with the Commission on September
           15, 1999 (the "Annual Report");
  
  
                                         2
  <PAGE>   4
  
  
  
  
           (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 Annual
           Report; and
  
           (iii) Description of the Common Stock contained in the Company's
           Registration Statement on Form SB-2 (No. 333-78615), as amended and
           supplemented, effective as of June 7, 1999.
  
           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 Prospectus and
  prior to the termination of the offering of the Common Stock to be made
  hereunder 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 Prospectus 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 Prospectus.
  
           The Company will provide, without charge, to each person to whom a copy
  of this Prospectus is delivered, upon the written or oral request of such
  person, a copy of any or all of the documents incorporated herein by reference
  (other than exhibits to such documents unless such exhibits are specifically
  incorporated by reference into the information that this Prospectus
  incorporates). Written or telephone requests for such documents should be
  directed to James T. Chaney, One Dallas Centre, 350 N. St. Paul, Suite 3000,
  Dallas, Texas 75201, telephone number (214) 861-2500.
  
                                SELLING SHAREHOLDERS
  
           This Prospectus covers the offer and resale of Shares issued to certain
  Shareholders pursuant to the Plan. The table below sets forth information
  concerning the Common Stock owned by the following Selling Shareholders, none of
  whom has, or within the past three years has had, any position, office or other
  material relationship with the Company or any of its predecessors or affiliates,
  except as set forth below:
  
  
  <TABLE>
  <CAPTION>
                                          OWNERSHIP OF               COMMON STOCK               AMOUNT AND PERCENTAGE
                                       COMMON STOCK PRIOR         OFFERED FOR SELLING               OF CLASS AFTER
  NAME                                   TO OFFERING(1)              SHAREHOLDERS                     OFFERING(2)
  ----                                 ------------------         -------------------           ---------------------
  <S>                                       <C>                         <C>                             <C>
  Ernest D. Rapp (3)                        52,442                      37,205                          15,237
     Chief Operating Officer                                                                               *
  
  Marc Ladin (4)                            42,267                      13,022                          29,245
     VP - Marketing                                                                                        *
  </TABLE>
  ----------------------------
  * Less than 1%
  
  
  (1) Based on ownership as of December 3, 1999. Includes Shares to be acquired
  upon exercise of Options granted under the Plan, some of which may not be
  exercisable within 60 days of the date of this Prospectus.
  
  
                                          3
  <PAGE>   5
  
  
  (2) Based on 9,488,856 shares of Common Stock outstanding on December 3, 1999.
  Assumes the exercise of all Options under the Plan, the exercise of which is
  covered by this Prospectus, and the sale of the Shares acquired thereby.
  
  (3) Mr. Rapp is also President of PDQ.Net, Inc. ("PDQ Net"), a wholly-owned
  subsidiary of the Company. Mr. Rapp was the Chief Financial Officer of PDQ.Net
  prior to its acquisition by the Company.
  
  (4) Mr. Ladin was the director of marketing of PDQ.Net prior to its acquisition
  by the Company.
  
                                   USE OF PROCEEDS
  
           The Company will not receive any proceeds from the sale of the Common
  Stock hereby.
  
  
                                PLAN OF DISTRIBUTION
  
           The Shares may be sold from time to time by any of the Selling
  Shareholders, or permitted transferees. The Shares may be disposed of from time
  to time in one or more transactions through any one or more of the following:
  (i) to purchasers directly, (ii) in ordinary brokerage transactions and
  transactions in which the broker solicits purchasers, (iii) through underwriters
  or dealers who may receive compensation in the form of underwriting discounts,
  concessions or commissions from the Selling Shareholders or such permitted
  transferees or from the purchasers of the Shares for whom they may act as agent,
  (iv) the writing of options on the Shares, (v) the pledge of the Shares as
  security for any loan or obligation, including pledges to brokers or dealers who
  may, from time to time, themselves effect distributions of the Shares or
  interests therein, (vi) purchases by a broker or dealer as principal and resale
  by such broker or dealer for its own account pursuant to this Prospectus, (vii)
  a block trade in which the broker or dealer so engaged will attempt to sell the
  Shares as agent but may position and resell a portion of the block as principal
  to facilitate the transaction and (viii) an exchange distribution in accordance
  with the rules of such exchange, including the Nasdaq/NMS, or in transactions in
  the over the counter market. Such sales may be made at prices and at terms then
  prevailing or at prices related to the then current market price or at
  negotiated prices and terms. In effecting sales, brokers or dealers may arrange
  for other brokers or dealers to participate. The Selling Shareholders or such
  successors in interest, and any underwriters, brokers, dealers or agents that
  participate in the distribution of the Shares, may be deemed to be
  "underwriters" within the meaning of the Securities Act, and any profit on the
  sale of the Shares by them and any discounts, commissions or concessions
  received by any such underwriters, brokers, dealers or agents may be deemed to
  be underwriting commissions or discounts under the Securities Act.
  
           The Company will pay all expenses incident to the offering and sale of
  the Shares to the public and all underwriting discounts or commissions, brokers'
  fees and the fees and expenses of any counsel to the Selling Shareholders
  related thereto.
  
           In the event of a material change in the plan of distribution disclosed
  in this Prospectus, the Selling Shareholders will not be able to effect
  transactions in the Shares pursuant to this Prospectus until such time as a
  post-effective amendment to the Registration Statement is filed with, and
  declared effective by, the Commission.
  
  
                                         4
  <PAGE>   6
  
  
                                    LEGAL MATTERS
  
           Certain legal matters in connection with the Common Stock offered
  hereby have been passed upon for the Company by Jackson Walker L.L.P., 901 Main
  Street, Suite 6000, Dallas, Texas 75202.
  
  
                                       EXPERTS
  
           The financial statements as of June 30, 1998 and 1999 and for each of
  the years then ended, incorporated in this prospectus by reference from the
  Company's Annual Report on Form 10-KSB for the year ended June 30, 1999 have
  been audited by Deloitte & Touche LLP, independent auditors, as stated in their
  reports, which are incorporated herein by reference, and have been so
  incorporated in reliance upon the reports of such firm given upon their
  authority as experts in accounting and auditing.
  
  
                                   INDEMNIFICATION
  
           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.
  
           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.
  
  
                                         5
  <PAGE>   7
  No person has been authorized to give any information or to make any
  representations other than those contained in this Prospectus, and if given or
  made, such information or representations must not be relied upon. This
  Prospectus does not constitute an offer to sell or a solicitation to buy any
  securities other than registered securities to which it relates, or an offer to
  or a solicitation of any person in any jurisdiction where such offer or
  solicitation would be unlawful. The delivery of this Prospectus at any time does
  not imply that the information herein is correct as of any time subsequent to
  its date.
  
  
                                 TABLE OF CONTENTS
  <TABLE>
  <CAPTION>
                                                                 Page
                                                                 ----
                <S>                                              <C>
                Available Information.............................2
                Incorporation of Certain Documents
                   by Reference...................................2
                Selling Shareholders..............................3
                Use of Proceeds...................................4
                Plan of Distribution..............................4
                Legal Matters.....................................5
                Experts...........................................5
                Indemnification...................................5
  
                --------------------------------------------------
  
  </TABLE>
  
  
  
  
                                   50,227 Shares
  
                                    Common Stock
  
  
  
  
  
  
  
  
  
  
  
  
                               INTERNET AMERICA, INC.
  
  
  
  
  
  
  
  
  
                                  December 7, 1999
  
  
  
  
  
  
  
  
                                          6
  <PAGE>   8
  
  
                                       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) Annual Report on Form 10-KSB filed with the Commission on September
           15, 1999 (the "Annual Report");
  
           (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 Annual
           Report; and
  
           (iii) Description of the Common Stock contained in the Company's
           Registration Statement on Form SB-2 (No. 333-78615), as amended and
           supplemented, effective as of June 7, 1999.
  
           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.
  
  
                                         -1-
  <PAGE>   9
  
  
  
  
  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.
  
           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.
  
  
                                        -2-
  
  <PAGE>   10
  
  
  
  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>
   4.1          Specimen Common Stock certificate (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*
  
  99.1          Internet America, Inc. Employee and Consultant Stock Option Plan *
  </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
  
  
                                        -3-
  <PAGE>   11
  
  
  
                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 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.
  
                                        -4-
  
  
  <PAGE>   12
  
  
  
  
  
  
                                     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 7th day of December,
  1999.
  
                           INTERNET AMERICA, INC.
  
  
  
                           By: /s/ James T. Chaney
                               --------------------------------------------------
                               James T. Chaney, Vice President, Chief
                               Financial Officer and Treasurer
                               (Principal Accounting and Financial Officer)
  
  
  <PAGE>   13
  
  
  
                                  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
  ---------------------------------
  Michael T. Maples                     Chief Executive Officer,
                                        President and Director
                                        (Principal Executive Officer)                   December 7, 1999
  
  
  
   /s/ James T. Chaney
  ---------------------------------
  James T. Chaney                       Chief Financial Officer, Vice
                                        President and Treasurer
                                        (Principal Financial and Accounting
                                        Officer)                                        December 7, 1999
  
   /s/ William O. Hunt
  ---------------------------------
  William O. Hunt                       Chairman of the Board                           December 7, 1999
  
   /s/ Jack T. Smith
  ---------------------------------
  Jack T. Smith                         Director                                        December 7, 1999
  
   /s/ Gary L. Corona
  ---------------------------------
  Gary L. Corona                        Director                                        December 7, 1999
  
  </TABLE>
  
                                        -6-
  
  <PAGE>   14
  
  
  
                                  INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
   Exhibit
    Number       Description of Exhibit
   -------       ----------------------
  <S>           <C>
   4.1          Specimen Common Stock certificate (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*
  
  99.1          Internet America, Inc. Employee and Consultant Stock Option Plan *
  </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
  
  
                                        -7-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 36087}]
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": "333-92295", "film-number": "99770377"}, "business-address": {"street1": "350 N ST PAUL STE 200", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2148612500"}, "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 December 8, 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.
                      EMPLOYEE AND CONSULTANT STOCK OPTION PLAN
                              (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
  
                           CALCULATION OF REGISTRATION FEE
  =================================================================================================================
                 Title of                      Amount            Proposed            Proposed
                Securities                      to be            Maximum             Maximum            Amount of
             to be Registered                Registered       Offering Price    Aggregate Offering     Registration
                                                              Per Share (1)         Price (1)            Fee (1)
  -----------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value            260,063 shares         $10.19          $2,650,041.90          $699.61
  =================================================================================================================
  (1)      Estimated solely for the purpose of calculating the registration fee.
           Pursuant to Rule 457(c) and 457(h), the offering price and registration
           fee are computed on the basis of the average of the high and low prices
           of the Common Stock on the National Association of Securities Dealers
           Automated Quotation National Market System on December 3, 1999.
  2
  
                                     PROSPECTUS
  
                               INTERNET AMERICA, INC.
  
                            50,227 SHARES OF COMMON STOCK
  
           This Prospectus relates to the offer and sale of up to 50,227 shares
  (the "Shares") of common stock, par value $0.01 per share (the "Common Stock")
  of Internet America, Inc. (the "Company"), issued pursuant to the provisions of
  the Internet America, Inc. Employee and Consultant Stock Option Plan (the
  "Plan").
  
           The Shares may be sold from time to time by the Selling Shareholders or
  by permitted transferees. The Common Stock is quoted through the National
  Association of Securities Dealers Automated Quotation National Market System
  (the "Nasdaq/NMS") under the symbol "GEEK" and may be sold from time to time by
  the Selling Shareholders either directly in private transactions, or through one
  or more brokers or dealers on the Nasdaq/NMS, or any other over-the-counter
  market or exchange on which the Common Stock is quoted or listed for trading, at
  such prices and upon such terms as may be obtainable. On December 3, 1999, the
  last reported sale price of the Common Stock, as reported on the Nasdaq/NMS, was
  $10.00.
  
           Upon any sale of the Common Stock offered hereby, the Selling
  Shareholders and participating agents, brokers, dealers or marketmakers may be
  deemed to be underwriters as that term is defined in the Securities Act of 1933,
  as amended (the "Securities Act"), and commissions or discounts or any profit
  realized on the resale of such securities purchased by them may be deemed to be
  underwriting commissions or discounts under the Securities Act. See "Plan of
  Distribution." The Company will not receive any of the proceeds from the sales
  by the Selling Shareholders.
  
           No underwriter is being utilized in connection with this offering. The
  Company will pay all expenses incurred within this offering. The expenses
  incurred in connection with the offering are estimated to be approximately
  $3,000.
  
                                  -----------------
  
           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 THE PROSPECTUS. ANY REPRESENTATION TO THE
  CONTRARY IS A CRIMINAL OFFENSE.
  
                  The date of this Prospectus is December 7, 1999.
  3
  
                                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 filed by the Company with the Commission can be
  inspected and copied at the public reference facilities maintained by the
  Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
  D.C. 20549; at the Commission's Chicago Regional office located at Northwestern
  Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
  60661-2511; and at the Commission's New York Regional office located at 7 World
  Trade Center, Room 1300, New York, New York 10048. Copies of such material may
  also be obtained at prescribed rates from the Public Reference Section of the
  Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
  D.C. 20549. Additionally, the Commission maintains a website
  (http://www.sec.gov) that contains reports, proxy statements and information
  statements and other information regarding registrants that file electronically
  with the Commission. The Common Stock is listed on the Nasdaq/NMS. Reports,
  proxy statements and other information concerning the Company can be inspected
  at the offices of the Nasdaq/NMS.
  
           The Company has filed with the Commission in Washington, D.C., a
  Registration Statement on Form S-8 (the "Registration Statement") in connection
  with the offer and sale of the Common Stock offered hereby under the Securities
  Act. This Prospectus does not contain all of the information set forth or
  incorporated by reference in the Registration Statement and the exhibits
  thereto. For further information with respect to the Company and the Common
  Stock, reference is made to the Registration Statement and the exhibits thereto.
  Copies of the Registration Statement are available from the Commission.
  Statements contained in this Prospectus concerning the provisions of documents
  filed with the Registration Statement are necessarily summaries of such
  documents, and each statement is qualified in its entirety by reference to the
  copy of the applicable document filed with the Commission.
  
           The Company's principal executive offices are located at One Dallas
  Centre, 350 N. St. Paul, Suite 3000, Dallas, Texas 75201 and its telephone
  number is (214) 861-2500. The Company's website is at http://www.airmail.net.
  Information contained in the Company's website does not constitute, and shall
  not be deemed to constitute, part of this Prospectus.
  
                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents, which have been filed with the Commission by
  the Company, are incorporated herein by reference and made a part hereof:
  
           (i) Annual Report on Form 10-KSB filed with the Commission on September
           15, 1999 (the "Annual Report");
  
                                         2
  4
  
           (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 Annual
           Report; and
  
           (iii) Description of the Common Stock contained in the Company's
           Registration Statement on Form SB-2 (No. 333-78615), as amended and
           supplemented, effective as of June 7, 1999.
  
           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 Prospectus and
  prior to the termination of the offering of the Common Stock to be made
  hereunder 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 Prospectus 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 Prospectus.
  
           The Company will provide, without charge, to each person to whom a copy
  of this Prospectus is delivered, upon the written or oral request of such
  person, a copy of any or all of the documents incorporated herein by reference
  (other than exhibits to such documents unless such exhibits are specifically
  incorporated by reference into the information that this Prospectus
  incorporates). Written or telephone requests for such documents should be
  directed to James T. Chaney, One Dallas Centre, 350 N. St. Paul, Suite 3000,
  Dallas, Texas 75201, telephone number (214) 861-2500.
  
                                SELLING SHAREHOLDERS
  
           This Prospectus covers the offer and resale of Shares issued to certain
  Shareholders pursuant to the Plan. The table below sets forth information
  concerning the Common Stock owned by the following Selling Shareholders, none of
  whom has, or within the past three years has had, any position, office or other
  material relationship with the Company or any of its predecessors or affiliates,
  except as set forth below:
  OWNERSHIP OF               COMMON STOCK               AMOUNT AND PERCENTAGE
                                       COMMON STOCK PRIOR         OFFERED FOR SELLING               OF CLASS AFTER
  NAME                                   TO OFFERING(1)              SHAREHOLDERS                     OFFERING(2)
  ----                                 ------------------         -------------------           ---------------------
  Ernest D. Rapp (3)                        52,442                      37,205                          15,237
     Chief Operating Officer                                                                               *
  
  Marc Ladin (4)                            42,267                      13,022                          29,245
     VP - Marketing                                                                                        *
  ----------------------------
  * Less than 1%
  
  (1) Based on ownership as of December 3, 1999. Includes Shares to be acquired
  upon exercise of Options granted under the Plan, some of which may not be
  exercisable within 60 days of the date of this Prospectus.
  
                                          3
  5
  
  (2) Based on 9,488,856 shares of Common Stock outstanding on December 3, 1999.
  Assumes the exercise of all Options under the Plan, the exercise of which is
  covered by this Prospectus, and the sale of the Shares acquired thereby.
  
  (3) Mr. Rapp is also President of PDQ.Net, Inc. ("PDQ Net"), a wholly-owned
  subsidiary of the Company. Mr. Rapp was the Chief Financial Officer of PDQ.Net
  prior to its acquisition by the Company.
  
  (4) Mr. Ladin was the director of marketing of PDQ.Net prior to its acquisition
  by the Company.
  
                                   USE OF PROCEEDS
  
           The Company will not receive any proceeds from the sale of the Common
  Stock hereby.
  
                                PLAN OF DISTRIBUTION
  
           The Shares may be sold from time to time by any of the Selling
  Shareholders, or permitted transferees. The Shares may be disposed of from time
  to time in one or more transactions through any one or more of the following:
  (i) to purchasers directly, (ii) in ordinary brokerage transactions and
  transactions in which the broker solicits purchasers, (iii) through underwriters
  or dealers who may receive compensation in the form of underwriting discounts,
  concessions or commissions from the Selling Shareholders or such permitted
  transferees or from the purchasers of the Shares for whom they may act as agent,
  (iv) the writing of options on the Shares, (v) the pledge of the Shares as
  security for any loan or obligation, including pledges to brokers or dealers who
  may, from time to time, themselves effect distributions of the Shares or
  interests therein, (vi) purchases by a broker or dealer as principal and resale
  by such broker or dealer for its own account pursuant to this Prospectus, (vii)
  a block trade in which the broker or dealer so engaged will attempt to sell the
  Shares as agent but may position and resell a portion of the block as principal
  to facilitate the transaction and (viii) an exchange distribution in accordance
  with the rules of such exchange, including the Nasdaq/NMS, or in transactions in
  the over the counter market. Such sales may be made at prices and at terms then
  prevailing or at prices related to the then current market price or at
  negotiated prices and terms. In effecting sales, brokers or dealers may arrange
  for other brokers or dealers to participate. The Selling Shareholders or such
  successors in interest, and any underwriters, brokers, dealers or agents that
  participate in the distribution of the Shares, may be deemed to be
  "underwriters" within the meaning of the Securities Act, and any profit on the
  sale of the Shares by them and any discounts, commissions or concessions
  received by any such underwriters, brokers, dealers or agents may be deemed to
  be underwriting commissions or discounts under the Securities Act.
  
           The Company will pay all expenses incident to the offering and sale of
  the Shares to the public and all underwriting discounts or commissions, brokers'
  fees and the fees and expenses of any counsel to the Selling Shareholders
  related thereto.
  
           In the event of a material change in the plan of distribution disclosed
  in this Prospectus, the Selling Shareholders will not be able to effect
  transactions in the Shares pursuant to this Prospectus until such time as a
  post-effective amendment to the Registration Statement is filed with, and
  declared effective by, the Commission.
  
                                         4
  6
  
                                    LEGAL MATTERS
  
           Certain legal matters in connection with the Common Stock offered
  hereby have been passed upon for the Company by Jackson Walker L.L.P., 901 Main
  Street, Suite 6000, Dallas, Texas 75202.
  
                                       EXPERTS
  
           The financial statements as of June 30, 1998 and 1999 and for each of
  the years then ended, incorporated in this prospectus by reference from the
  Company's Annual Report on Form 10-KSB for the year ended June 30, 1999 have
  been audited by Deloitte & Touche LLP, independent auditors, as stated in their
  reports, which are incorporated herein by reference, and have been so
  incorporated in reliance upon the reports of such firm given upon their
  authority as experts in accounting and auditing.
  
                                   INDEMNIFICATION
  
           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.
  
           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.
  
                                         5
  7
  No person has been authorized to give any information or to make any
  representations other than those contained in this Prospectus, and if given or
  made, such information or representations must not be relied upon. This
  Prospectus does not constitute an offer to sell or a solicitation to buy any
  securities other than registered securities to which it relates, or an offer to
  or a solicitation of any person in any jurisdiction where such offer or
  solicitation would be unlawful. The delivery of this Prospectus at any time does
  not imply that the information herein is correct as of any time subsequent to
  its date.
  
                                 TABLE OF CONTENTS
  Page
                                                                 ----
  Available Information.............................2
                Incorporation of Certain Documents
                   by Reference...................................2
                Selling Shareholders..............................3
                Use of Proceeds...................................4
                Plan of Distribution..............................4
                Legal Matters.....................................5
                Experts...........................................5
                Indemnification...................................5
  
                --------------------------------------------------
  50,227 Shares
  
                                    Common Stock
  
                               INTERNET AMERICA, INC.
  
                                  December 7, 1999
  
                                          6
  8
  
                                       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) Annual Report on Form 10-KSB filed with the Commission on September
           15, 1999 (the "Annual Report");
  
           (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 Annual
           Report; and
  
           (iii) Description of the Common Stock contained in the Company's
           Registration Statement on Form SB-2 (No. 333-78615), as amended and
           supplemented, effective as of June 7, 1999.
  
           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.
  
                                         -1-
  9
  
  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.
  
           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.
  
                                        -2-
  10
  
  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
  4.1          Specimen Common Stock certificate (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*
  
  99.1          Internet America, Inc. Employee and Consultant Stock Option Plan *
  -----------
  
  *        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
  
                                        -3-
  11
  
                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 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.
  
                                        -4-
  12
  
                                     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 7th day of December,
  1999.
  
                           INTERNET AMERICA, INC.
  
                           By: /s/ James T. Chaney
                               --------------------------------------------------
                               James T. Chaney, Vice President, Chief
                               Financial Officer and Treasurer
                               (Principal Accounting and Financial Officer)
  13
  
                                  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
  ---------------------------------
  Michael T. Maples                     Chief Executive Officer,
                                        President and Director
                                        (Principal Executive Officer)                   December 7, 1999
  
   /s/ James T. Chaney
  ---------------------------------
  James T. Chaney                       Chief Financial Officer, Vice
                                        President and Treasurer
                                        (Principal Financial and Accounting
                                        Officer)                                        December 7, 1999
  
   /s/ William O. Hunt
  ---------------------------------
  William O. Hunt                       Chairman of the Board                           December 7, 1999
  
   /s/ Jack T. Smith
  ---------------------------------
  Jack T. Smith                         Director                                        December 7, 1999
  
   /s/ Gary L. Corona
  ---------------------------------
  Gary L. Corona                        Director                                        December 7, 1999
  -6-
  14
  
                                  INDEX TO EXHIBITS
  Exhibit
    Number       Description of Exhibit
   -------       ----------------------
  4.1          Specimen Common Stock certificate (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*
  
  99.1          Internet America, Inc. Employee and Consultant Stock Option Plan *
  -----------
  
  *        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
  
                                        -7-