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)


                             Paul T. Cappuccio, 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>
======================= ================== ====================== ====================== ==================

<S>                        <C>                     <C>                 <C>                  <C>
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)
                          $75,000,000             100%                $75,000,000          $18,750.00

======================= ================== ====================== ====================== ==================
</TABLE>

(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.




<PAGE>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1).  Such documents are not being
filed  with  the  Securities  and  Exchange  Commission  either  as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. Such  documents and the  documents  incorporated  by reference in this
Registration  Statement  pursuant  to  Item 3 of Part  II of  this  Form,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.













































                                      I - 1

<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, 2000 (the "2000 Form 10-K"); and

     2.   The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 2001 and June 30, 2001.

     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 and, in certain  circumstances,  certain other
compensation.  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 June 30, 2001, the Company's total
outstanding  indebtedness was approximately $8.5 billion consisting  principally
of its outstanding  debentures,  commercial paper and bank indebtedness  under a
$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.,
TWI 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
funds (the "Crediting Rate Funds")  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 Funds,  including any appreciation or depreciation.
The Obligations will be denominated and be payable in United States dollars.

                                      II-1

<PAGE>



     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.

                  Not Applicable

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.

                                      II-2


<PAGE>



     Article VI of the By-laws of AOL Time Warner Inc. ("AOL 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 AOL 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 AOL Time
Warner or any  predecessor  of AOL Time  Warner or was serving at the request of
AOL Time  Warner as a director,  officer or  employee  of any other  enterprise,
which would include the Registrant and its general partners.

     AOL Time  Warner's  Directors'  and Officers'  Liability and  Reimbursement
Insurance  Policy is designed to reimburse AOL Time Warner for any payments made
by it pursuant to the foregoing indemnification.

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.



                                      II-3















     (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  otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the 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.

                                      II-4











<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 August 15, 2001.

                                         TIME WARNER ENTERTAINMENT COMPANY, L.P.
                                         By:  AMERICAN TELEVISION and
                                              COMMUNICATIONS CORPORATIONS
                                              WARNER COMMUNICATIONS INC.,
                                                As General Partners


                                        By: /s/ J. Michael Kelly
                                           -------------------------------------
                                           Name:  J. Michael Kelly
                                           Title: Executive Vice President
                                                  and Chief Financial Officer


Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
registration  statement has been signed below by the following persons on August
15, 2001 in the capacities indicated.

            Signature                               Title



               *
-----------------------------------       Chief Executive Officer of the
       (Gerald M. Levin)                  Registrant, Warner Communications
                                          Inc. ("WCI") and American Television
                                          and Communications Corporation ("ATC")
                                          (Principal Executive Officer) and
                                          Director of WCI and ATC

       /s/ J. Michael Kelly
-----------------------------------       Executive Vice President and Chief
        (J. Michael Kelly)                Financial Officer of the Registrant
                                          and Director and Executive Vice
                                          President and Chief Financial
                                          Officer of WCI and ATC (Principal
                                          Financial Officer)

        /s/ James W. Barge
------------------------------------      Vice President and
         (James W. Barge)                 Controller of the Registrant and
                                          Vice President and Controller of WCI
                                          and ATC (Principal Accounting Officer)



                *
----------------------------------        Director of WCI and ATC
       (Richard D. Parsons)



                *
---------------------------------         Director of WCI and ATC
       (Robert W. Pittman)


*By:    /s/ J. Michael Kelly
    -----------------------------
          (Attorney-in-Fact)

                                      II-5


<PAGE>


                                  EXHIBIT INDEX



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

Exhibit
Number                       Description                                   Page
------------     ---------------------------------------------------------------


4                 Time Warner Entertainment Deferred
                  Compensation Plan. Amended and restated
                  as of August 1, 2001

5                 Opinion of Brenda C. Karickhoff, Esq.
                  regarding the legality of the securities
                  being registered.

23.1              Consent of Ernst & Young LLP, Independent Auditors.

23.2              Consent of Brenda C. Karickhoff, Esq.
                  Included in Exhibit 5.                                     *

24                Powers of Attorney dated as
                  of August 15, 2001.


---------------------------------------
*Incorporated by reference

                                      II-6
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{"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": "333-67694", "film-number": "1716856"}, "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"}}
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)

                             Paul T. Cappuccio, 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)
                          $75,000,000             100%                $75,000,000          $18,750.00

======================= ================== ====================== ====================== ==================
(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 I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1).  Such documents are not being
filed  with  the  Securities  and  Exchange  Commission  either  as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. Such  documents and the  documents  incorporated  by reference in this
Registration  Statement  pursuant  to  Item 3 of Part  II of  this  Form,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

                                      I - 1
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, 2000 (the "2000 Form 10-K"); and

     2.   The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 2001 and June 30, 2001.

     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 and, in certain  circumstances,  certain other
compensation.  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 June 30, 2001, the Company's total
outstanding  indebtedness was approximately $8.5 billion consisting  principally
of its outstanding  debentures,  commercial paper and bank indebtedness  under a
$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.,
TWI 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
funds (the "Crediting Rate Funds")  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 Funds,  including any appreciation or depreciation.
The Obligations will be denominated and be payable in United States dollars.

                                      II-1
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.

                  Not Applicable

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.

                                      II-2
Article VI of the By-laws of AOL Time Warner Inc. ("AOL 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 AOL 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 AOL Time
Warner or any  predecessor  of AOL Time  Warner or was serving at the request of
AOL Time  Warner as a director,  officer or  employee  of any other  enterprise,
which would include the Registrant and its general partners.

     AOL Time  Warner's  Directors'  and Officers'  Liability and  Reimbursement
Insurance  Policy is designed to reimburse AOL Time Warner for any payments made
by it pursuant to the foregoing indemnification.

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.

                                      II-3

     (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  otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the 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.

                                      II-4
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 August 15, 2001.

                                         TIME WARNER ENTERTAINMENT COMPANY, L.P.
                                         By:  AMERICAN TELEVISION and
                                              COMMUNICATIONS CORPORATIONS
                                              WARNER COMMUNICATIONS INC.,
                                                As General Partners

                                        By: /s/ J. Michael Kelly
                                           -------------------------------------
                                           Name:  J. Michael Kelly
                                           Title: Executive Vice President
                                                  and Chief Financial Officer

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
registration  statement has been signed below by the following persons on August
15, 2001 in the capacities indicated.

            Signature                               Title

               *
-----------------------------------       Chief Executive Officer of the
       (Gerald M. Levin)                  Registrant, Warner Communications
                                          Inc. ("WCI") and American Television
                                          and Communications Corporation ("ATC")
                                          (Principal Executive Officer) and
                                          Director of WCI and ATC

       /s/ J. Michael Kelly
-----------------------------------       Executive Vice President and Chief
        (J. Michael Kelly)                Financial Officer of the Registrant
                                          and Director and Executive Vice
                                          President and Chief Financial
                                          Officer of WCI and ATC (Principal
                                          Financial Officer)

        /s/ James W. Barge
------------------------------------      Vice President and
         (James W. Barge)                 Controller of the Registrant and
                                          Vice President and Controller of WCI
                                          and ATC (Principal Accounting Officer)

                *
----------------------------------        Director of WCI and ATC
       (Richard D. Parsons)

                *
---------------------------------         Director of WCI and ATC
       (Robert W. Pittman)

*By:    /s/ J. Michael Kelly
    -----------------------------
          (Attorney-in-Fact)

                                      II-5
EXHIBIT INDEX

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

Exhibit
Number                       Description                                   Page
------------     ---------------------------------------------------------------

4                 Time Warner Entertainment Deferred
                  Compensation Plan. Amended and restated
                  as of August 1, 2001

5                 Opinion of Brenda C. Karickhoff, Esq.
                  regarding the legality of the securities
                  being registered.

23.1              Consent of Ernst & Young LLP, Independent Auditors.

23.2              Consent of Brenda C. Karickhoff, Esq.
                  Included in Exhibit 5.                                     *

24                Powers of Attorney dated as
                  of August 15, 2001.

---------------------------------------
*Incorporated by reference

                                      II-6