As filed with the Securities and Exchange Commission on December 18, 1998

                                                Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                     TIME WARNER ENTERTAINMENT COMPANY, L.P.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                             13-3666692
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                                Identification
                                                                 Number)

                              75 Rockefeller Plaza
                            New York, New York 10019
               (Address of Principal Executive Offices) (Zip Code)


                            TIME WARNER ENTERTAINMENT
                           DEFERRED COMPENSATION PLAN
                            (Full title of the Plan)


                               Peter R. Haje, Esq.
                  Executive Vice President and General Counsel
                              75 Rockefeller Plaza
                            New York, New York 10019
                     (Name and address of agent for service)

                                 (212) 484-8000
          (Telephone number, including area code, of agent for service)
<TABLE>

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


 Title of Securities                       Proposed Maximum       Proposed Maximum       Amount of
 to be Registered      Amount to be        Offering Price Per     Aggregate Offering     Registration Fee
                       Registered          Obligation (2)         Price (2)
 --------------------- ------------------- ---------------------- ---------------------- ------------------
 --------------------- ------------------- ---------------------- ---------------------- ------------------
<S>          <C>          <C>                      <C>                 <C>                  <C>       
 
Deferred
Compensation
Obligations (1)          $77,000,000              100%                $77,000,000          $21,406.00

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

(1)      The Deferred Compensation Obligations are unsecured obligations of Time Warner Entertainment Company,
         L.P. to pay deferred compensation in the future in accordance with the terms of the Time Warner
         Entertainment Deferred Compensation Plan.

(2)      Estimated solely for the purpose of determining the registration fee.

</TABLE>

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Commission by the
Registrant (File No. 001-12878) pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are hereby incorporated by reference in this
Registration Statement:

     1.   The Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1997 (the "1997 Form 10-K"); and

     2.   The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 1998, June 30, 1998 and September 30, 1998.

     All documents and reports subsequently filed by the Registrant pursuant to
Sections 13(a) and (c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold, or which deregisters all such securities remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents or reports. 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

     Under the Time Warner Entertainment Deferred Compensation Plan (the
"Plan"), Time Warner Entertainment Company, L.P. (the "Company") will provide
eligible employees the opportunity to defer a specified percentage or amount of
their regular annual cash bonus. The obligations of the Company under the Plan
(the "Obligations") will be unsecured general obligations of the Company to pay
the deferred compensation in the future in accordance with the terms of the
Plan, and will rank on a parity with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding. As of September 30,
1998, the Company's total outstanding indebtedness was approximately $7.4
billion consisting principally of its outstanding senior notes and
debentures, commercial paper and indebtedness under its $7.5 billion revolving
bank Credit Agreement dated as of November 10, 1997 (as amended, the "Credit
Agreement") among the Company, the TWE-A/N Partnership, Time Warner Inc., Time
Warner Companies, Inc., Turner Broadcasting System, Inc., Time Warner Cable,
Inc. and the Chase Manhattan Bank and the other lenders party thereto.

     The amount of compensation to be deferred by each participating employee
(each a "Participant") will be determined in accordance with the Plan based on
elections by each Participant. Each Obligation will be payable on the date
selected by each Participant in accordance with the terms of the Plan or, if
earlier, death, disability or other termination of employment pursuant to the
terms of the Plan. The Obligations will be indexed to one or more investment
crediting rate options (the "Crediting Rate Options") individually chosen by
each Participant from a list of investment fund options. Each Participant's
Obligation will be adjusted to reflect the investment experience, whether
positive or negative, of the selected Crediting Rate Options, including any
appreciation or depreciation. The Obligations will be denominated and be payable
in United States dollars.

     A Participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered except by a written designation of a beneficiary under
the Plan, by written will, or by the laws of descent and distribution.

     The Obligations are not subject to redemption, in whole or in part, prior
to the individual payment dates specified by each Participant, at the option of
the Company or through operation of a mandatory or optional sinking fund or
analogous provision. However, the Company reserves the right to amend or
terminate the Plan at any time, except that no such amendment or termination
shall adversely affect the right of the Participant to the balance of his or her
deferred account as of the date of such amendment or termination.

<PAGE>

     The Obligations are not convertible into another security of the Company.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has been
appointed having the authority to take action with respect to the Obligations
and each Participant will be responsible for acting independently with respect
to, among other things, the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants and taking action upon default.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Ernst & Young LLP, independent auditors, have audited the
consolidated financial statements and schedules of the Registrant, Warner
Communications Inc. and American Television and Communications Corporation,
included in the Registrant's 1997 Form 10-K, as set forth in their reports,
which are incorporated herein and in the prospectus relating hereto by
reference. Such consolidated financial statements are incorporated by reference
in reliance on their reports, given on their authority as experts in accounting
and auditing.

     Legal matters in connection with the Deferred Compensation Obligations
offered hereby have been passed upon for the Registrant by Thomas W. McEnerney,
Esq., 75 Rockefeller Plaza, New York, NY 10019.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant is a Delaware limited partnership. Section 17-108 of the
Delaware Revised Uniform Limited Partnership Act provides that subject to such
standards and restrictions, if any, as are set forth in its partnership
agreement, a limited partnership may, and shall have the power to, indemnify and
hold harmless any partner or other person from and against any and all claims
and demands whatsoever.

     Section 12.8 of the Registrant's Agreement of Limited Partnership, dated as
of October 29, 1991, as amended (the "TWE Partnership Agreement") provides that
the Registrant shall indemnify, defend and hold harmless each Representative and
officer of the Registrant from any personal liability he or she may incur by
reason of his or her action on behalf of the Registrant to the fullest extent
permitted as if the Registrant were a Delaware corporation. The Registrant's
obligations under Section 12.8 of the TWE Partnership Agreement are expressly
non-recourse to the Registrant's general partners.

     Section 145 of the Delaware General Corporation Law (the
"DGCL") provides that a corporation may indemnify directors and officers as well
as other employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation - a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceedings, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) actually and reasonably incurred
in connection with the defense or settlement of such action, and the statute
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. The statute
provides that it is not exclusive of other indemnification that may be granted
by a corporation's charter, by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.

     Article VI of the By-laws of Time Warner Inc. ("Time Warner"),
the ultimate parent of the Registrant and its general partners, requires
indemnification to the fullest extent permitted under Delaware law of any person
who is or was a director or officer of Time Warner who is or was involved or
threatened to be made so involved in any action, suit or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that
such person is or was serving as a director, officer or employee of Time Warner
or any predecessor of Time Warner or was serving at the request of Time Warner
as a director, officer or employee of any other enterprise, which would include
the Registrant and its general partners.

     Time Warner's Directors' and Officers' Liability and Reimbursement
Insurance Policy is designed to reimburse Time Warner for any payments made by
it pursuant to the foregoing indemnification. Such policy has coverage of
$50,000,000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

<PAGE>

ITEM 8.  EXHIBITS.

     The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Registration Statement.

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;

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of this Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20
               percent 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 Registration Statement is on Form S-3, Form S-8,
          or Form F-3 and the information required to be included in a
          post-effective amendment by those paragraphs is contained in
          periodic reports filed with or furnished to the Commission
          by the Registrant pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by
          reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, 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, each
       filing of the Registrant's annual report pursuant to Section 13(a) or
       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 thereof.

  (h)  Insofar as indemnification for liabilities arising under the Securities
       Act of 1933 may be permitted to directors, officers and controlling 
       persons of the Registrant pursuant to the foregoing provisions or other-
       wise, 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 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 Act 
       and will be governed by the final adjudication of such issue.

<PAGE>

                                   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 and State of New York, on December 18, 1998.

                           TIME WARNER ENTERTAINMENT COMPANY, L.P.

                           By:  WARNER COMMUNICATIONS INC.,
                                   As General Partner


                           By:      /s/John A. LaBarca
                                ____________________________________
                                Name:  John A. LaBarca
                                Title: Vice President and Controller

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons on
December 18, 1998 in the capacities indicated.

         SIGNATURE                                            TITLE

                *
________________________________        Chairman of the Board and
        (Gerald M. Levin)               Chief Executive Officer of the
                                        Registrant and Warner Communications 
                                        Inc. ("WCI") (Principal Executive )
                                        Officer and Director of WCI
                *
_________________________________       Executive Vice President and Chief
      (Richard J. Bressler)             Financial Officer of the Registrant and 
                                        Director and Senior Vice President and 
                                        Chief Financial Officer of WCI 
                                        (Principal Financial Officer)
      /s/John A. LaBarca
_________________________________       Senior Vice President and Controller 
        (John A. LaBarca)               of the Registrant and Vice President and
                                        Controller of WCI (Principal Accounting 
                                        Officer)
        /s/Peter R. Haje
_________________________________       Director of WCI
          (Peter R. Haje)

                 *
_________________________________       Director of WCI
        (Richard D. Parsons)


*By:  /s/Peter R. Haje
__________________________________
        (Attorney-in-Fact)


<PAGE>
                                 EXHIBIT INDEX

Exhibit
NUMBER                       DESCRIPTION                              Page


4         Time Warner Entertainment Deferred Compensation Plan.

5         Opinion of Thomas W. McEnerney, Esq. regarding the 
          legality of the securities being registered.

23.1      Consent of Ernst & Young LLP, Independent Auditors.

23.2      Consent of Thomas W. McEnerney, Esq. included in            * 
          Exhibit 5.

24        Powers of Attorney dated as of December 14, 1998.





__________________________
*Incorporated by reference
[{"type": "S-8", "sequence": "1", "description": "TWE DEFERRED COMP. PLAN", "secsgml_size_bytes": 20394}]
{"company-data": {"conformed-name": "TIME WARNER ENTERTAINMENT CO L P", "cik": "0000893657", "assigned-sic": "7812", "irs-number": "133666692", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69221", "film-number": "98772115"}, "business-address": {"street1": "75 ROCKEFELLER PLAZA", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2124848000"}, "mail-address": {"street1": "75 ROCKEFELLER PLAZA", "city": "NEW YORK", "state": "NY", "zip": "10019"}}
As filed with the Securities and Exchange Commission on December 18, 1998

                                                Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                     TIME WARNER ENTERTAINMENT COMPANY, L.P.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                             13-3666692
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                                Identification
                                                                 Number)

                              75 Rockefeller Plaza
                            New York, New York 10019
               (Address of Principal Executive Offices) (Zip Code)

                            TIME WARNER ENTERTAINMENT
                           DEFERRED COMPENSATION PLAN
                            (Full title of the Plan)

                               Peter R. Haje, Esq.
                  Executive Vice President and General Counsel
                              75 Rockefeller Plaza
                            New York, New York 10019
                     (Name and address of agent for service)

                                 (212) 484-8000
          (Telephone number, including area code, of agent for service)

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

 Title of Securities                       Proposed Maximum       Proposed Maximum       Amount of
 to be Registered      Amount to be        Offering Price Per     Aggregate Offering     Registration Fee
                       Registered          Obligation (2)         Price (2)
 --------------------- ------------------- ---------------------- ---------------------- ------------------
 --------------------- ------------------- ---------------------- ---------------------- ------------------
Deferred
Compensation
Obligations (1)          $77,000,000              100%                $77,000,000          $21,406.00

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

(1)      The Deferred Compensation Obligations are unsecured obligations of Time Warner Entertainment Company,
         L.P. to pay deferred compensation in the future in accordance with the terms of the Time Warner
         Entertainment Deferred Compensation Plan.

(2)      Estimated solely for the purpose of determining the registration fee.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Commission by the
Registrant (File No. 001-12878) pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are hereby incorporated by reference in this
Registration Statement:

     1.   The Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1997 (the "1997 Form 10-K"); and

     2.   The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 1998, June 30, 1998 and September 30, 1998.

     All documents and reports subsequently filed by the Registrant pursuant to
Sections 13(a) and (c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold, or which deregisters all such securities remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents or reports. 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

     Under the Time Warner Entertainment Deferred Compensation Plan (the
"Plan"), Time Warner Entertainment Company, L.P. (the "Company") will provide
eligible employees the opportunity to defer a specified percentage or amount of
their regular annual cash bonus. The obligations of the Company under the Plan
(the "Obligations") will be unsecured general obligations of the Company to pay
the deferred compensation in the future in accordance with the terms of the
Plan, and will rank on a parity with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding. As of September 30,
1998, the Company's total outstanding indebtedness was approximately $7.4
billion consisting principally of its outstanding senior notes and
debentures, commercial paper and indebtedness under its $7.5 billion revolving
bank Credit Agreement dated as of November 10, 1997 (as amended, the "Credit
Agreement") among the Company, the TWE-A/N Partnership, Time Warner Inc., Time
Warner Companies, Inc., Turner Broadcasting System, Inc., Time Warner Cable,
Inc. and the Chase Manhattan Bank and the other lenders party thereto.

     The amount of compensation to be deferred by each participating employee
(each a "Participant") will be determined in accordance with the Plan based on
elections by each Participant. Each Obligation will be payable on the date
selected by each Participant in accordance with the terms of the Plan or, if
earlier, death, disability or other termination of employment pursuant to the
terms of the Plan. The Obligations will be indexed to one or more investment
crediting rate options (the "Crediting Rate Options") individually chosen by
each Participant from a list of investment fund options. Each Participant's
Obligation will be adjusted to reflect the investment experience, whether
positive or negative, of the selected Crediting Rate Options, including any
appreciation or depreciation. The Obligations will be denominated and be payable
in United States dollars.

     A Participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered except by a written designation of a beneficiary under
the Plan, by written will, or by the laws of descent and distribution.

     The Obligations are not subject to redemption, in whole or in part, prior
to the individual payment dates specified by each Participant, at the option of
the Company or through operation of a mandatory or optional sinking fund or
analogous provision. However, the Company reserves the right to amend or
terminate the Plan at any time, except that no such amendment or termination
shall adversely affect the right of the Participant to the balance of his or her
deferred account as of the date of such amendment or termination.
The Obligations are not convertible into another security of the Company.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has been
appointed having the authority to take action with respect to the Obligations
and each Participant will be responsible for acting independently with respect
to, among other things, the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants and taking action upon default.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Ernst & Young LLP, independent auditors, have audited the
consolidated financial statements and schedules of the Registrant, Warner
Communications Inc. and American Television and Communications Corporation,
included in the Registrant's 1997 Form 10-K, as set forth in their reports,
which are incorporated herein and in the prospectus relating hereto by
reference. Such consolidated financial statements are incorporated by reference
in reliance on their reports, given on their authority as experts in accounting
and auditing.

     Legal matters in connection with the Deferred Compensation Obligations
offered hereby have been passed upon for the Registrant by Thomas W. McEnerney,
Esq., 75 Rockefeller Plaza, New York, NY 10019.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant is a Delaware limited partnership. Section 17-108 of the
Delaware Revised Uniform Limited Partnership Act provides that subject to such
standards and restrictions, if any, as are set forth in its partnership
agreement, a limited partnership may, and shall have the power to, indemnify and
hold harmless any partner or other person from and against any and all claims
and demands whatsoever.

     Section 12.8 of the Registrant's Agreement of Limited Partnership, dated as
of October 29, 1991, as amended (the "TWE Partnership Agreement") provides that
the Registrant shall indemnify, defend and hold harmless each Representative and
officer of the Registrant from any personal liability he or she may incur by
reason of his or her action on behalf of the Registrant to the fullest extent
permitted as if the Registrant were a Delaware corporation. The Registrant's
obligations under Section 12.8 of the TWE Partnership Agreement are expressly
non-recourse to the Registrant's general partners.

     Section 145 of the Delaware General Corporation Law (the
"DGCL") provides that a corporation may indemnify directors and officers as well
as other employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation - a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceedings, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) actually and reasonably incurred
in connection with the defense or settlement of such action, and the statute
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. The statute
provides that it is not exclusive of other indemnification that may be granted
by a corporation's charter, by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.

     Article VI of the By-laws of Time Warner Inc. ("Time Warner"),
the ultimate parent of the Registrant and its general partners, requires
indemnification to the fullest extent permitted under Delaware law of any person
who is or was a director or officer of Time Warner who is or was involved or
threatened to be made so involved in any action, suit or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that
such person is or was serving as a director, officer or employee of Time Warner
or any predecessor of Time Warner or was serving at the request of Time Warner
as a director, officer or employee of any other enterprise, which would include
the Registrant and its general partners.

     Time Warner's Directors' and Officers' Liability and Reimbursement
Insurance Policy is designed to reimburse Time Warner for any payments made by
it pursuant to the foregoing indemnification. Such policy has coverage of
$50,000,000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.
ITEM 8.  EXHIBITS.

     The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Registration Statement.

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;

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of this Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20
               percent 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 Registration Statement is on Form S-3, Form S-8,
          or Form F-3 and the information required to be included in a
          post-effective amendment by those paragraphs is contained in
          periodic reports filed with or furnished to the Commission
          by the Registrant pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by
          reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, 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, each
       filing of the Registrant's annual report pursuant to Section 13(a) or
       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 thereof.

  (h)  Insofar as indemnification for liabilities arising under the Securities
       Act of 1933 may be permitted to directors, officers and controlling 
       persons of the Registrant pursuant to the foregoing provisions or other-
       wise, 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 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 Act 
       and will be governed by the final adjudication of such issue.
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 and State of New York, on December 18, 1998.

                           TIME WARNER ENTERTAINMENT COMPANY, L.P.

                           By:  WARNER COMMUNICATIONS INC.,
                                   As General Partner

                           By:      /s/John A. LaBarca
                                ____________________________________
                                Name:  John A. LaBarca
                                Title: Vice President and Controller

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons on
December 18, 1998 in the capacities indicated.

         SIGNATURE                                            TITLE

                *
________________________________        Chairman of the Board and
        (Gerald M. Levin)               Chief Executive Officer of the
                                        Registrant and Warner Communications 
                                        Inc. ("WCI") (Principal Executive )
                                        Officer and Director of WCI
                *
_________________________________       Executive Vice President and Chief
      (Richard J. Bressler)             Financial Officer of the Registrant and 
                                        Director and Senior Vice President and 
                                        Chief Financial Officer of WCI 
                                        (Principal Financial Officer)
      /s/John A. LaBarca
_________________________________       Senior Vice President and Controller 
        (John A. LaBarca)               of the Registrant and Vice President and
                                        Controller of WCI (Principal Accounting 
                                        Officer)
        /s/Peter R. Haje
_________________________________       Director of WCI
          (Peter R. Haje)

                 *
_________________________________       Director of WCI
        (Richard D. Parsons)

*By:  /s/Peter R. Haje
__________________________________
        (Attorney-in-Fact)
EXHIBIT INDEX

Exhibit
NUMBER                       DESCRIPTION                              Page

4         Time Warner Entertainment Deferred Compensation Plan.

5         Opinion of Thomas W. McEnerney, Esq. regarding the 
          legality of the securities being registered.

23.1      Consent of Ernst & Young LLP, Independent Auditors.

23.2      Consent of Thomas W. McEnerney, Esq. included in            * 
          Exhibit 5.

24        Powers of Attorney dated as of December 14, 1998.

__________________________
*Incorporated by reference