| BWT files 424b3 -- prospectus on secondary 
 This is a public offering of a minimum of 252,564 and a maximum of 840,000 shares of common stock of Online System Services, Inc.  The selling shareholders, Arrow Investors II LLC and EBI Securities Corporation, are offering all of the shares to be sold.  We will not receive any of the proceeds from the offer and sale of the shares, however, the 20,000 shares offered by EBI are issuable upon the exercise of issued and outstanding transferable warrants  of OSS at an exercise price of $5.71 per share of common stock.  In addition, as of May 15, 1999, 160,771 of the shares offered by Arrow are issuable only after it converts shares of our Series C preferred stock that it may acquire upon the exercise of an issued and outstanding transferable warrant of OSS at an exercise price of $1,000 per share of Series C preferred stock.  If all of these warrants are exercised in full, we will receive proceeds of $2,114,200.
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