As filed with the Securities and Exchange Commission on March 26, 2007
                                                       Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             TIME WARNER CABLE INC.
             (Exact Name of Registrant as Specified in Its Charter)

            DELAWARE                                        84-1496755
 (State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                       Identification Number)

                                290 HARBOR DRIVE
                        STAMFORD, CONNECTICUT 06902-7441
                     (Address of Principal Executive Office,
                               including zip code)

                TIME WARNER CABLE INC. 2006 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)
                              --------------------

                          MARC LAWRENCE-APFELBAUM, ESQ.
             EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                             TIME WARNER CABLE INC.
                                290 HARBOR DRIVE
                        STAMFORD, CONNECTICUT 06902-7441
                                 (203) 328-0600
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

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

<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                                  PROPOSED MAXIMUM    PROPOSED MAXIMUM
     TITLE OF SECURITIES TO BE    AMOUNT TO BE   OFFERING PRICE PER  AGGREGATE OFFERING        AMOUNT OF
            REGISTERED            REGISTERED(1)       SHARE(2)            PRICE(2)        REGISTRATION FEE(3)
-------------------------------------------------------------------------------------------------------------
<S>                               <C>            <C>                 <C>                  <C>
Class A common stock, $0.01
     par value per share........   100,000,000         $38.065         $3,806,500,000         $116,859.55
-------------------------------------------------------------------------------------------------------------
</TABLE>

-------------
(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended (the
     "Securities  Act"), this Registration  Statement shall be deemed to cover
     any  additional  securities  to be offered or issued  from stock  splits,
     stock dividends or similar transactions.
(2)  Pursuant  to Rule  457 (c) and  (h)(1)  under  the  Securities  Act,  the
     proposed  maximum  offering price per share was  determined  based on the
     average of the high and low prices of Time Warner  Cable  Inc.'s  Class A
     common stock as reported on the New York Stock Exchange Composite Tape on
     March 22, 2007, which was $38.065 per share.
(3)  In accordance with Rule 457(p) under the Securities  Act,  $10,700 of the
     registration  fee was previously  paid and unused in connection with Time
     Warner  Cable  Inc.'s  Registration  Statement  on  Form  S-1  (File  No.
     333-138052),  originally  filed on October 18,  2006,  and such amount is
     offset against the total registration fee required hereunder.
<PAGE>


                                EXPLANATORY NOTE


         Time Warner Cable Inc. (the "Company") hereby files this registration
statement  on Form S-8 relating to shares of Class A common  stock,  $0.01 par
value per share, of the Company (the "Class A Common Stock"),  which have been
reserved for issuance and are issuable  pursuant to the Time Warner Cable Inc.
2006 Stock Incentive Plan, as amended from time to time (the "2006 Plan").





                                       2
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.  PLAN INFORMATION.

         The  document(s)  containing the  information  specified in Part I of
Form S-8 will be sent or given to  participants  in the 2006 Plan as specified
by Rule 428(b)(1)  under the  Securities  Act of 1933.  Such documents are not
being filed with the Securities and Exchange  Commission  (the  "Commission"),
but constitute,  along with the documents  incorporated by reference into this
Registration  Statement pursuant to Item 3 of Part II, a prospectus that meets
the requirements of Section 10(a) of the Securities Act.


ITEM 2.  COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The Company  will  furnish  without  charge to each person to whom the
prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the documents  incorporated by reference in Item 3 of Part II of
this Registration Statement, other than exhibits to such documents (unless such
exhibits are specifically  incorporated by reference to the information that is
incorporated).  Those  documents are  incorporated  by reference in the Section
10(a)  prospectus.  Requests  should be directed to Time Warner Cable Inc., 290
Harbor Drive, Stamford, Connecticut 06902-7441,  Attention: Investor Relations;
Telephone number (203) 328-0600.




                                       3
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents and  information  previously  filed with the
Commission  by the Company (File No.  000-52471)  are hereby  incorporated  by
reference in this Registration Statement:

         (a)  The  Company's  Annual  Report on Form 10-K for the fiscal  year
              ended December 31, 2006;

         (b)  The  Company's  Current  Report on Form 8-K dated  February  13,
              2007, filed on February 13, 2007;

         (c)  The  Company's  Current  Report on Form 8-K dated  February  13,
              2007, filed on February 20, 2007; and

         (d)  The   description   of  the  Company's   Class  A  Common  Stock
              incorporated  by  reference  into  the  Company's   Registration
              Statement on Form 8-A filed pursuant to the Securities  Exchange
              Act of 1934, as amended (the  "Exchange  Act"),  on February 28,
              2007 and any  amendment  or  report  filed  for the  purpose  of
              updating such description.

         In addition,  all reports and other documents  subsequently  filed by
the Company  pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange
Act (other than Current Reports on Form 8-K furnishing information pursuant to
Items 2.02 and 7.01,  including any exhibits  included with such  information)
after the date  hereof and prior to the filing of a  post-effective  amendment
which  indicates  that  all  securities   offered  have  been  sold  or  which
deregisters  all  securities  then  remaining  unsold,  shall be  deemed to be
incorporated by reference  herein and made 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 and to be a part hereof 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.

         Section 145(a) of the Delaware General  Corporation Law provides,  in
general,  that a corporation  shall have the power to indemnify any person who
was or is a party  or is  threatened  to be made a  party  to any  threatened,
pending or completed  action,  suit or proceeding,  whether  civil,  criminal,
administrative  or  investigative,  other than an action by or in the right of
the  corporation,  because  the person is or was a director  or officer of the
corporation.  Such  indemnity may be against  expenses,  including  attorneys'
fees, judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding,  if
the person acted in good faith and in a manner the person reasonably  believed
to be in or not opposed to the best interests of the  corporation and if, with
respect  to any  criminal  action  or  proceeding,  the  person  did not  have
reasonable cause to believe the person's conduct was unlawful.


                                       4
<PAGE>

         Section 145(b) of the Delaware General  Corporation Law provides,  in
general,  that a corporation  shall have the power to indemnify any person who
was or is a party  or is  threatened  to be made a  party  to any  threatened,
pending or completed  action or suit by or in the right of the  corporation to
procure a judgment  in its favor  because  the person is or was a director  or
officer of the corporation,  against any expenses (including  attorneys' fees)
actually and reasonably  incurred by the person in connection with the defense
or  settlement of such action or suit if the person acted in good faith and in
a manner the person  reasonably  believed  to be in or not opposed to the best
interests of the corporation,  except that no indemnification shall be made in
respect of any claim,  issue or matter as to which such person shall have been
adjudged  to be liable to the  corporation  unless and only to the extent that
the Court of  Chancery  or the court in which such  action or suit was brought
shall determine upon application  that,  despite the adjudication of liability
but in view of all the  circumstances  of the case,  such person is fairly and
reasonably  entitled to be  indemnified  for such expenses  which the Court of
Chancery or such other court shall deem proper.

         Section 145(g) of the Delaware General  Corporation Law provides,  in
general,  that a  corporation  shall have the power to purchase  and  maintain
insurance  on behalf of any person who is or was a director  or officer of the
corporation  against  any  liability  asserted  against the person in any such
capacity,  or arising out of the person's  status as such,  whether or not the
corporation  would  have the  power  to  indemnify  the  person  against  such
liability under the provisions of such Section 145.

         The Company's restated certificate of incorporation provides that, to
the fullest extent  permitted by applicable law, a director will not be liable
to the  Company  or its  stockholders  for  monetary  damages  for  breach  of
fiduciary  duty as a director.  This provision does not limit or eliminate the
Company's rights or those of any stockholder to seek non-monetary  relief such
as an injunction  or rescission in the event of a breach of a director's  duty
of care.  The  provisions  will not alter the  liability  of  directors  under
federal  securities laws. In addition,  the Company's by-laws provide that the
Company will indemnify  each director and officer and may indemnify  employees
and agents,  as  determined  by the  Company's  board,  to the fullest  extent
provided by the laws of the State of Delaware.

         The foregoing  statements  are subject to the detailed  provisions of
section 145 of the Delaware General Corporation Law and the Company's restated
certificate of incorporation and by-laws.

         Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers or persons controlling
the Company under the foregoing provisions, the Company has been informed that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.

         Reference  is made  to Item 9 of the  undertakings  with  respect  to
indemnification for liabilities arising under the Securities Act.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.


                                       5
<PAGE>

ITEM 8.  EXHIBITS.

     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
------------------------------------------------------------------------------
       4.1          Form of Specimen  Class A Common Stock  Certificate of the
                    Company  (incorporated  by reference to Exhibit 4.1 to the
                    Company's  Current  Report on Form 8-K dated  February 13,
                    2007, filed on February 13, 2007) (the "Form 8-K")).

       4.2          Amended and Restated  Certificate of  Incorporation of the
                    Company, as filed with the Secretary of State of the State
                    of Delaware on July 27, 2006 (incorporated by reference to
                    Exhibit 3.1 to the Form 8-K).

       4.3          By-laws of the Company,  as of July 28, 2006 (incorporated
                    by reference to Exhibit 3.2 to the Form 8-K).


                                       5
<PAGE>

     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
------------------------------------------------------------------------------
       5*           Opinion of Susan A.  Waxenberg,  Esq.,  Vice  President  &
                    Assistant Chief Counsel, Corporate
       23.1*        Consent of Ernst & Young LLP.
       23.2*        Consent of Deloitte & Touche LLP.
       23.3*        Consent of PricewaterhouseCoopers LLP.
       23.4*        Consent of Susan A.  Waxenberg,  Esq.,  Vice  President  &
                    Assistant  Chief  Counsel,   Corporate  (included  in  the
                    opinion filed as Exhibit 5).
       24.1*        Power of  Attorney  (included  on  signature  page of this
                    Registration Statement).

-------------
* Filed herewith.


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;

              (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 the 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 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)(i) and (a)(ii) above do not
         apply if the information  required to be included in a post-effective
         amendment by those  paragraphs  is contained in reports filed with or
         furnished to the Commission by the registrant  pursuant to Section 13
         or  Section  15(d)  of the  Exchange  Act that  are  incorporated  by
         reference in the registration statement;

         (2)  That,  for the purpose of  determining  any liability  under the
              Securities  Act,  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  hereby which
              remain unsold at the termination of the offering.

         (6)  That, for the purpose of determining liability of the registrant
              under  the  Securities  Act to  any  purchaser  in  the  initial
              distribution of the securities,  the registrant  undertakes that
              in a primary  offering of securities of the registrant  pursuant
              to this registration  statement,  regardless of the underwriting
              method  used to sell the  securities  to the  purchaser,  if the
              securities are offered or sold to such purchaser by means of any
              of the following communications, the undersigned registrant will
              be a seller to the  purchaser and will be considered to offer or
              sell such securities to such purchaser:


                                      6
<PAGE>

              (i)   any   preliminary   prospectus   or   prospectus   of  the
                    undersigned  registrant  relating to the offering required
                    to be filed pursuant to Rule 424;

              (ii)  any  free  writing  prospectus  relating  to the  offering
                    prepared by or on behalf of the undersigned  registrant or
                    used or referred to by the undersigned registrant;

              (iii) the portion of any other free writing prospectus  relating
                    to the offering containing material  information about the
                    undersigned registrant or its securities provided by or on
                    behalf of the undersigned registrant; and

              (iv)  Any other  communication  that is an offer in the offering
                    made by the undersigned registrant to the purchaser.

         (b)  The undersigned  registrant hereby undertakes that, for purposes
              of  determining  any liability  under the  Securities  Act, each
              filing of the  registrant's  annual  report  pursuant to Section
              13(a)  or  Section  15(d)  of  the  Exchange  Act  (and,   where
              applicable,  each filing of an employee  benefit  plan's  annual
              report pursuant to Section 15(d) of the Securities  Exchange Act
              of 1934) 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 hereof.

         (h)  Insofar as  indemnification  for  liabilities  arising under the
              Securities  Act 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 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.


                                      7
<PAGE>


                                  SIGNATURES


         Pursuant to the  requirements  of the  Securities  Act of 1933,  Time
Warner Cable Inc.  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 Stamford, State of Connecticut,  on
March 26, 2007.

                                          TIME WARNER CABLE INC.


                                          By: /s/ Glenn A. Britt
                                              ----------------------
                                              Name:  Glenn A. Britt
                                              Title: President and Chief
                                                     Executive Officer



                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints Glenn A. Britt,  Landel C. Hobbs, John
K. Martin, Marc  Lawrence-Apfelbaum,  Robert D. Marcus and David A. Christman,
or any of them, as his or her true and lawful attorney-in-fact with full power
of substitution and resubstitution, in any and all capacities, with full power
to act  without  the others  for him or her and in his or her name,  place and
stead, in any and all capacities,  to sign one or more Registration Statements
on Form S-8 or any other  appropriate  form and any and all  amendments to any
such Registration Statement (including post-effective amendments), to be filed
with the Securities and Exchange  Commission  for the  registration  under the
provisions of the Securities Act of 1933, as amended, of the shares of Class A
common  stock,  par value  $0.01 per  share,  of the  Company  to be issued in
connection  with the following  employee  incentive plan of the Company and/or
its subsidiaries:

               TIME WARNER CABLE INC. 2006 STOCK INCENTIVE PLAN

with power  where  appropriate  to affix  thereto  the  corporate  seal of the
Company and to attest said seal, and to file any such Registration  Statement,
including a form of prospectus,  and any and all amendments and post-effective
amendments to any such Registration Statement,  with all exhibits thereto, and
any and all  documents  in  connection  therewith,  with  the  Securities  and
Exchange Commission,  hereby granting unto said  attorneys-in-fact and agents,
and each of them,  full power and authority to do and perform any and all acts
and things  requisite and  necessary to be done in and about the premises,  as
fully to all  intents  and  purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
registration  statement has been signed below by the following  persons in the
following capacities and on the date indicated.

<TABLE>
<CAPTION>
           SIGNATURES                                      TITLE                                           DATE
           ----------                                      -----                                           ----
<S>                                     <C>                                                           <C>

       /s/ Glenn A. Britt               Director, President and Chief Executive Officer               March 26, 2007
---------------------------------       (principal executive officer)
         Glenn A. Britt


       /s/ John K. Martin               Executive Vice President and Chief Financial Officer          March 26, 2007
---------------------------------       (principal financial officer)
         John K. Martin
</TABLE>


                                      8
<PAGE>

<TABLE>
<CAPTION>
           SIGNATURES                                      TITLE                                           DATE
           ----------                                      -----                                           ----
<S>                                     <C>                                                           <C>


      /s/ Richard M. Petty              Senior Vice President and Controller (controller or           March 26, 2007
---------------------------------       principal accounting officer)
        Richard M. Petty


        /s/ Carole Black                Director                                                      March 26, 2007
---------------------------------
          Carole Black


      /s/ Thomas H. Castro              Director                                                      March 26, 2007
---------------------------------
        Thomas H. Castro


       /s/ David C. Chang               Director                                                      March 26, 2007
---------------------------------
         David C. Chang


   /s/ James E. Copeland, Jr.           Director                                                      March 26, 2007
---------------------------------
     James E. Copeland, Jr.


        /s/ Peter R. Haje               Director                                                      March 26, 2007
---------------------------------
          Peter R. Haje


          /s/ Don Logan                 Director                                                      March 26, 2007
---------------------------------
            Don Logan


        /s/ Michael Lynne               Director                                                      March 26, 2007
---------------------------------
          Michael Lynne


     /s/ N.J. Nicholas, Jr.             Director                                                      March 26, 2007
---------------------------------
       N.J. Nicholas, Jr.


        /s/ Wayne H. Pace               Director                                                      March 26, 2007
---------------------------------
          Wayne H. Pace
</TABLE>


                                       9
<PAGE>

                                EXHIBIT INDEX
                                -------------


     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
------------------------------------------------------------------------------
       4.1          Form of Specimen  Class A Common Stock  Certificate of the
                    Company  (incorporated  by reference to Exhibit 4.1 to the
                    Company's  Current  Report on Form 8-K dated  February 13,
                    2007, filed on February 13, 2007) (the "Form 8-K")).

       4.2          Amended and Restated  Certificate of  Incorporation of the
                    Company, as filed with the Secretary of State of the State
                    of Delaware on July 27, 2006 (incorporated by reference to
                    Exhibit 3.1 to the Form 8-K).

       4.3          By-laws of the Company,  as of July 28, 2006 (incorporated
                    by reference to Exhibit 3.2 to the Form 8-K).

       5*           Opinion of Susan A.  Waxenberg,  Esq.,  Vice  President  &
                    Assistant Chief Counsel, Corporate

       23.1*        Consent of Ernst & Young LLP.

       23.2*        Consent of Deloitte & Touche LLP.

       23.3*        Consent of PricewaterhouseCoopers LLP.

       23.4*        Consent of Susan A.  Waxenberg,  Esq.,  Vice  President  &
                    Assistant  Chief  Counsel,   Corporate  (included  in  the
                    opinion filed as Exhibit 5).

       24.1*        Power of  Attorney  (included  on  signature  page of this
                    Registration Statement).

-------------
* Filed herewith.




                                       10
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{"company-data": {"conformed-name": "TIME WARNER CABLE INC.", "cik": "0001377013", "assigned-sic": "4841", "irs-number": "841496755", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-141579", "film-number": "07718449"}, "business-address": {"street1": "290 HARBOR DRIVE", "city": "STAMFORD", "state": "CT", "zip": "06902-7441", "phone": "(203) 328-0600"}, "mail-address": {"street1": "290 HARBOR DRIVE", "city": "STAMFORD", "state": "CT", "zip": "06902-7441"}}
As filed with the Securities and Exchange Commission on March 26, 2007
                                                       Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             TIME WARNER CABLE INC.
             (Exact Name of Registrant as Specified in Its Charter)

            DELAWARE                                        84-1496755
 (State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                       Identification Number)

                                290 HARBOR DRIVE
                        STAMFORD, CONNECTICUT 06902-7441
                     (Address of Principal Executive Office,
                               including zip code)

                TIME WARNER CABLE INC. 2006 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)
                              --------------------

                          MARC LAWRENCE-APFELBAUM, ESQ.
             EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                             TIME WARNER CABLE INC.
                                290 HARBOR DRIVE
                        STAMFORD, CONNECTICUT 06902-7441
                                 (203) 328-0600
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                               ------------------
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                                  PROPOSED MAXIMUM    PROPOSED MAXIMUM
     TITLE OF SECURITIES TO BE    AMOUNT TO BE   OFFERING PRICE PER  AGGREGATE OFFERING        AMOUNT OF
            REGISTERED            REGISTERED(1)       SHARE(2)            PRICE(2)        REGISTRATION FEE(3)
-------------------------------------------------------------------------------------------------------------
Class A common stock, $0.01
     par value per share........   100,000,000         $38.065         $3,806,500,000         $116,859.55
-------------------------------------------------------------------------------------------------------------
-------------
(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended (the
     "Securities  Act"), this Registration  Statement shall be deemed to cover
     any  additional  securities  to be offered or issued  from stock  splits,
     stock dividends or similar transactions.
(2)  Pursuant  to Rule  457 (c) and  (h)(1)  under  the  Securities  Act,  the
     proposed  maximum  offering price per share was  determined  based on the
     average of the high and low prices of Time Warner  Cable  Inc.'s  Class A
     common stock as reported on the New York Stock Exchange Composite Tape on
     March 22, 2007, which was $38.065 per share.
(3)  In accordance with Rule 457(p) under the Securities  Act,  $10,700 of the
     registration  fee was previously  paid and unused in connection with Time
     Warner  Cable  Inc.'s  Registration  Statement  on  Form  S-1  (File  No.
     333-138052),  originally  filed on October 18,  2006,  and such amount is
     offset against the total registration fee required hereunder.
EXPLANATORY NOTE

         Time Warner Cable Inc. (the "Company") hereby files this registration
statement  on Form S-8 relating to shares of Class A common  stock,  $0.01 par
value per share, of the Company (the "Class A Common Stock"),  which have been
reserved for issuance and are issuable  pursuant to the Time Warner Cable Inc.
2006 Stock Incentive Plan, as amended from time to time (the "2006 Plan").

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The  document(s)  containing the  information  specified in Part I of
Form S-8 will be sent or given to  participants  in the 2006 Plan as specified
by Rule 428(b)(1)  under the  Securities  Act of 1933.  Such documents are not
being filed with the Securities and Exchange  Commission  (the  "Commission"),
but constitute,  along with the documents  incorporated by reference into this
Registration  Statement pursuant to Item 3 of Part II, a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

ITEM 2.  COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The Company  will  furnish  without  charge to each person to whom the
prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the documents  incorporated by reference in Item 3 of Part II of
this Registration Statement, other than exhibits to such documents (unless such
exhibits are specifically  incorporated by reference to the information that is
incorporated).  Those  documents are  incorporated  by reference in the Section
10(a)  prospectus.  Requests  should be directed to Time Warner Cable Inc., 290
Harbor Drive, Stamford, Connecticut 06902-7441,  Attention: Investor Relations;
Telephone number (203) 328-0600.

                                       3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents and  information  previously  filed with the
Commission  by the Company (File No.  000-52471)  are hereby  incorporated  by
reference in this Registration Statement:

         (a)  The  Company's  Annual  Report on Form 10-K for the fiscal  year
              ended December 31, 2006;

         (b)  The  Company's  Current  Report on Form 8-K dated  February  13,
              2007, filed on February 13, 2007;

         (c)  The  Company's  Current  Report on Form 8-K dated  February  13,
              2007, filed on February 20, 2007; and

         (d)  The   description   of  the  Company's   Class  A  Common  Stock
              incorporated  by  reference  into  the  Company's   Registration
              Statement on Form 8-A filed pursuant to the Securities  Exchange
              Act of 1934, as amended (the  "Exchange  Act"),  on February 28,
              2007 and any  amendment  or  report  filed  for the  purpose  of
              updating such description.

         In addition,  all reports and other documents  subsequently  filed by
the Company  pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange
Act (other than Current Reports on Form 8-K furnishing information pursuant to
Items 2.02 and 7.01,  including any exhibits  included with such  information)
after the date  hereof and prior to the filing of a  post-effective  amendment
which  indicates  that  all  securities   offered  have  been  sold  or  which
deregisters  all  securities  then  remaining  unsold,  shall be  deemed to be
incorporated by reference  herein and made 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 and to be a part hereof 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.

         Section 145(a) of the Delaware General  Corporation Law provides,  in
general,  that a corporation  shall have the power to indemnify any person who
was or is a party  or is  threatened  to be made a  party  to any  threatened,
pending or completed  action,  suit or proceeding,  whether  civil,  criminal,
administrative  or  investigative,  other than an action by or in the right of
the  corporation,  because  the person is or was a director  or officer of the
corporation.  Such  indemnity may be against  expenses,  including  attorneys'
fees, judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding,  if
the person acted in good faith and in a manner the person reasonably  believed
to be in or not opposed to the best interests of the  corporation and if, with
respect  to any  criminal  action  or  proceeding,  the  person  did not  have
reasonable cause to believe the person's conduct was unlawful.

                                       4
Section 145(b) of the Delaware General  Corporation Law provides,  in
general,  that a corporation  shall have the power to indemnify any person who
was or is a party  or is  threatened  to be made a  party  to any  threatened,
pending or completed  action or suit by or in the right of the  corporation to
procure a judgment  in its favor  because  the person is or was a director  or
officer of the corporation,  against any expenses (including  attorneys' fees)
actually and reasonably  incurred by the person in connection with the defense
or  settlement of such action or suit if the person acted in good faith and in
a manner the person  reasonably  believed  to be in or not opposed to the best
interests of the corporation,  except that no indemnification shall be made in
respect of any claim,  issue or matter as to which such person shall have been
adjudged  to be liable to the  corporation  unless and only to the extent that
the Court of  Chancery  or the court in which such  action or suit was brought
shall determine upon application  that,  despite the adjudication of liability
but in view of all the  circumstances  of the case,  such person is fairly and
reasonably  entitled to be  indemnified  for such expenses  which the Court of
Chancery or such other court shall deem proper.

         Section 145(g) of the Delaware General  Corporation Law provides,  in
general,  that a  corporation  shall have the power to purchase  and  maintain
insurance  on behalf of any person who is or was a director  or officer of the
corporation  against  any  liability  asserted  against the person in any such
capacity,  or arising out of the person's  status as such,  whether or not the
corporation  would  have the  power  to  indemnify  the  person  against  such
liability under the provisions of such Section 145.

         The Company's restated certificate of incorporation provides that, to
the fullest extent  permitted by applicable law, a director will not be liable
to the  Company  or its  stockholders  for  monetary  damages  for  breach  of
fiduciary  duty as a director.  This provision does not limit or eliminate the
Company's rights or those of any stockholder to seek non-monetary  relief such
as an injunction  or rescission in the event of a breach of a director's  duty
of care.  The  provisions  will not alter the  liability  of  directors  under
federal  securities laws. In addition,  the Company's by-laws provide that the
Company will indemnify  each director and officer and may indemnify  employees
and agents,  as  determined  by the  Company's  board,  to the fullest  extent
provided by the laws of the State of Delaware.

         The foregoing  statements  are subject to the detailed  provisions of
section 145 of the Delaware General Corporation Law and the Company's restated
certificate of incorporation and by-laws.

         Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers or persons controlling
the Company under the foregoing provisions, the Company has been informed that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.

         Reference  is made  to Item 9 of the  undertakings  with  respect  to
indemnification for liabilities arising under the Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

                                       5
ITEM 8.  EXHIBITS.

     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
------------------------------------------------------------------------------
       4.1          Form of Specimen  Class A Common Stock  Certificate of the
                    Company  (incorporated  by reference to Exhibit 4.1 to the
                    Company's  Current  Report on Form 8-K dated  February 13,
                    2007, filed on February 13, 2007) (the "Form 8-K")).

       4.2          Amended and Restated  Certificate of  Incorporation of the
                    Company, as filed with the Secretary of State of the State
                    of Delaware on July 27, 2006 (incorporated by reference to
                    Exhibit 3.1 to the Form 8-K).

       4.3          By-laws of the Company,  as of July 28, 2006 (incorporated
                    by reference to Exhibit 3.2 to the Form 8-K).

                                       5
EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
------------------------------------------------------------------------------
       5*           Opinion of Susan A.  Waxenberg,  Esq.,  Vice  President  &
                    Assistant Chief Counsel, Corporate
       23.1*        Consent of Ernst & Young LLP.
       23.2*        Consent of Deloitte & Touche LLP.
       23.3*        Consent of PricewaterhouseCoopers LLP.
       23.4*        Consent of Susan A.  Waxenberg,  Esq.,  Vice  President  &
                    Assistant  Chief  Counsel,   Corporate  (included  in  the
                    opinion filed as Exhibit 5).
       24.1*        Power of  Attorney  (included  on  signature  page of this
                    Registration Statement).

-------------
* Filed herewith.

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;

              (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 the 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 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)(i) and (a)(ii) above do not
         apply if the information  required to be included in a post-effective
         amendment by those  paragraphs  is contained in reports filed with or
         furnished to the Commission by the registrant  pursuant to Section 13
         or  Section  15(d)  of the  Exchange  Act that  are  incorporated  by
         reference in the registration statement;

         (2)  That,  for the purpose of  determining  any liability  under the
              Securities  Act,  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  hereby which
              remain unsold at the termination of the offering.

         (6)  That, for the purpose of determining liability of the registrant
              under  the  Securities  Act to  any  purchaser  in  the  initial
              distribution of the securities,  the registrant  undertakes that
              in a primary  offering of securities of the registrant  pursuant
              to this registration  statement,  regardless of the underwriting
              method  used to sell the  securities  to the  purchaser,  if the
              securities are offered or sold to such purchaser by means of any
              of the following communications, the undersigned registrant will
              be a seller to the  purchaser and will be considered to offer or
              sell such securities to such purchaser:

                                      6
(i)   any   preliminary   prospectus   or   prospectus   of  the
                    undersigned  registrant  relating to the offering required
                    to be filed pursuant to Rule 424;

              (ii)  any  free  writing  prospectus  relating  to the  offering
                    prepared by or on behalf of the undersigned  registrant or
                    used or referred to by the undersigned registrant;

              (iii) the portion of any other free writing prospectus  relating
                    to the offering containing material  information about the
                    undersigned registrant or its securities provided by or on
                    behalf of the undersigned registrant; and

              (iv)  Any other  communication  that is an offer in the offering
                    made by the undersigned registrant to the purchaser.

         (b)  The undersigned  registrant hereby undertakes that, for purposes
              of  determining  any liability  under the  Securities  Act, each
              filing of the  registrant's  annual  report  pursuant to Section
              13(a)  or  Section  15(d)  of  the  Exchange  Act  (and,   where
              applicable,  each filing of an employee  benefit  plan's  annual
              report pursuant to Section 15(d) of the Securities  Exchange Act
              of 1934) 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 hereof.

         (h)  Insofar as  indemnification  for  liabilities  arising under the
              Securities  Act 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 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.

                                      7
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act of 1933,  Time
Warner Cable Inc.  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 Stamford, State of Connecticut,  on
March 26, 2007.

                                          TIME WARNER CABLE INC.

                                          By: /s/ Glenn A. Britt
                                              ----------------------
                                              Name:  Glenn A. Britt
                                              Title: President and Chief
                                                     Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints Glenn A. Britt,  Landel C. Hobbs, John
K. Martin, Marc  Lawrence-Apfelbaum,  Robert D. Marcus and David A. Christman,
or any of them, as his or her true and lawful attorney-in-fact with full power
of substitution and resubstitution, in any and all capacities, with full power
to act  without  the others  for him or her and in his or her name,  place and
stead, in any and all capacities,  to sign one or more Registration Statements
on Form S-8 or any other  appropriate  form and any and all  amendments to any
such Registration Statement (including post-effective amendments), to be filed
with the Securities and Exchange  Commission  for the  registration  under the
provisions of the Securities Act of 1933, as amended, of the shares of Class A
common  stock,  par value  $0.01 per  share,  of the  Company  to be issued in
connection  with the following  employee  incentive plan of the Company and/or
its subsidiaries:

               TIME WARNER CABLE INC. 2006 STOCK INCENTIVE PLAN

with power  where  appropriate  to affix  thereto  the  corporate  seal of the
Company and to attest said seal, and to file any such Registration  Statement,
including a form of prospectus,  and any and all amendments and post-effective
amendments to any such Registration Statement,  with all exhibits thereto, and
any and all  documents  in  connection  therewith,  with  the  Securities  and
Exchange Commission,  hereby granting unto said  attorneys-in-fact and agents,
and each of them,  full power and authority to do and perform any and all acts
and things  requisite and  necessary to be done in and about the premises,  as
fully to all  intents  and  purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
registration  statement has been signed below by the following  persons in the
following capacities and on the date indicated.
SIGNATURES                                      TITLE                                           DATE
           ----------                                      -----                                           ----
/s/ Glenn A. Britt               Director, President and Chief Executive Officer               March 26, 2007
---------------------------------       (principal executive officer)
         Glenn A. Britt

       /s/ John K. Martin               Executive Vice President and Chief Financial Officer          March 26, 2007
---------------------------------       (principal financial officer)
         John K. Martin
8
SIGNATURES                                      TITLE                                           DATE
           ----------                                      -----                                           ----
/s/ Richard M. Petty              Senior Vice President and Controller (controller or           March 26, 2007
---------------------------------       principal accounting officer)
        Richard M. Petty

        /s/ Carole Black                Director                                                      March 26, 2007
---------------------------------
          Carole Black

      /s/ Thomas H. Castro              Director                                                      March 26, 2007
---------------------------------
        Thomas H. Castro

       /s/ David C. Chang               Director                                                      March 26, 2007
---------------------------------
         David C. Chang

   /s/ James E. Copeland, Jr.           Director                                                      March 26, 2007
---------------------------------
     James E. Copeland, Jr.

        /s/ Peter R. Haje               Director                                                      March 26, 2007
---------------------------------
          Peter R. Haje

          /s/ Don Logan                 Director                                                      March 26, 2007
---------------------------------
            Don Logan

        /s/ Michael Lynne               Director                                                      March 26, 2007
---------------------------------
          Michael Lynne

     /s/ N.J. Nicholas, Jr.             Director                                                      March 26, 2007
---------------------------------
       N.J. Nicholas, Jr.

        /s/ Wayne H. Pace               Director                                                      March 26, 2007
---------------------------------
          Wayne H. Pace
9
EXHIBIT INDEX
                                -------------

     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
------------------------------------------------------------------------------
       4.1          Form of Specimen  Class A Common Stock  Certificate of the
                    Company  (incorporated  by reference to Exhibit 4.1 to the
                    Company's  Current  Report on Form 8-K dated  February 13,
                    2007, filed on February 13, 2007) (the "Form 8-K")).

       4.2          Amended and Restated  Certificate of  Incorporation of the
                    Company, as filed with the Secretary of State of the State
                    of Delaware on July 27, 2006 (incorporated by reference to
                    Exhibit 3.1 to the Form 8-K).

       4.3          By-laws of the Company,  as of July 28, 2006 (incorporated
                    by reference to Exhibit 3.2 to the Form 8-K).

       5*           Opinion of Susan A.  Waxenberg,  Esq.,  Vice  President  &
                    Assistant Chief Counsel, Corporate

       23.1*        Consent of Ernst & Young LLP.

       23.2*        Consent of Deloitte & Touche LLP.

       23.3*        Consent of PricewaterhouseCoopers LLP.

       23.4*        Consent of Susan A.  Waxenberg,  Esq.,  Vice  President  &
                    Assistant  Chief  Counsel,   Corporate  (included  in  the
                    opinion filed as Exhibit 5).

       24.1*        Power of  Attorney  (included  on  signature  page of this
                    Registration Statement).

-------------
* Filed herewith.

                                       10