Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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


                              AOL TIME WARNER INC.
               (Exact name of registrant as specified in charter)

          Delaware                                       13-4099534
  (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)

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

                 AOL Time Warner Inc. Deferred Compensation Plan
                            (Full Title of the Plan)

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

                               PAUL T. CAPPUCCIO
             Executive Vice President, General Counsel and Secretary
                              AOL Time Warner Inc.
                              75 Rockefeller Plaza
                            New York, New York 10019
                                 (212) 484-8000
 (Name, address, including zip code, and telephone number, including area code,
   of agent for service)

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                             CALCULATION OF REGISTRATION FEE
------------------------------ ------------------- --------------------- ----------------------- --------------------

------------------------------ ------------------- --------------------- ----------------------- --------------------
                                                       Proposed               Proposed
                                                        maximum                maximum
    Title of securities to        Amount to be      offering price per  aggregate offering             Amount of
        be registered             registered (1)        share (2)              price (2)           registration fee
------------------------------ ------------------- --------------------- ----------------------- --------------------

------------------------------ ------------------- --------------------- ----------------------- --------------------
Deferred Compensation
Obligations                      $300,000,000               100%               $300,000,000             $24,270
------------------------------ ------------------- --------------------- ----------------------- --------------------
</TABLE>

(1)  The Deferred Compensation Obligations are unsecured obligations of AOL Time
     Warner Inc. to pay deferred  compensation  in the future in accordance with
     the terms of the AOL Time Warner Inc. Deferred Compensation Plan.

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



<PAGE>



                                EXPLANATORY NOTE

AOL Time Warner Inc. (the "Registrant") hereby files this Registration Statement
on Form S-8 relating to the Deferred Compensation  Obligations of the Registrant
pursuant to the AOL Time Warner Inc.  Deferred  Compensation  Plan (the "Plan").
The  contents  of the  Registration  Statement  on Form  S-8  (Registration  No.
333-53574) as filed with the Securities  and Exchange  Commission on January 11,
2001,  as it relates to the Plan,  are hereby  incorporated  by reference to the
extent not replaced hereby.

                                     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 of 1933.









































                                       I-1


<PAGE>






                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
by the Registrant (File No. 1-15062) pursuant to the Securities  Exchange Act of
1934 (the "Exchange Act") or as otherwise indicated,  are hereby incorporated by
reference  in this  Registration  Statement  and  shall be  deemed  to be a part
hereof:

          (a)  The  Registrant's  Annual  Report on Form 10-K for the year ended
               December 31, 2002 (filing date March 28, 2003).

          (b)  The Registrant's Current Reports on Form 8-K dated:

               o    December 31, 2002 (filing date January 14, 2003)
               o    January 12, 2003  (filing  date  January 14, 2003)
               o    January 16, 2003 (filing date January 23, 2003)

          (c)  Current  Report on Form 8-K dated  January 11, 2001  (filing date
               January 12,  2001) in which it is reported  that the Common Stock
               of the Registrant is deemed registered  pursuant to Rule 12g-3(c)
               under the Exchange Act.

     All documents  subsequently filed by the Registrant or pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  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  herein by reference  and shall be deemed a part hereof from
the date of filing of such  documents.  Any  statement  contained  in a document
incorporated or deemed to be  incorporated by reference  herein 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.























                                      II-1


<PAGE>



Item 4.   Description of Securities.

     Under  the  Plan,  the  Registrant  will  provide  eligible  employees  the
opportunity   to  defer  a  specified   percentage   or  amount  of  their  cash
compensation.   The   obligations  of  the   Registrant   under  the  Plan  (the
"Obligations")  will be unsecured  general  obligations of the Registrant 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 Registrant from time to time outstanding.  However,  because
the Registrant is a holding company, the right of the Registrant,  and hence the
right of creditors of the Registrant  (including  participants  in the Plan), to
participate  in any  distribution  of the  assets  of any  subsidiary  upon  its
liquidation or reorganization  or otherwise is necessarily  subject to the prior
claims of creditors of the  subsidiary,  except to the extent that claims of the
Registrant   itself  as  a  creditor  of  the   subsidiary  may  be  recognized.
Accordingly,   participants  in  the  Plan  may  be  deemed  to  be  effectively
subordinated  to such claims.  In addition,  dividends,  loans and advances from
certain subsidiaries to the Registrant are restricted by certain agreements.

     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 Registrant or through  operation of a mandatory or optional  sinking fund or
analogous  provision.  However,  the  Registrant  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
Registrant.  The  Obligations  will not have the benefit of a negative pledge or
any other  affirmative or negative  covenant on the part of the  Registrant.  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.

     Section  145(a) of the  General  Corporation  Law of the State of  Delaware
("Delaware 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

                                      II-2


<PAGE>

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.

     Section 145(b) of the Delaware 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 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 the law.

     Article VI of the  Registrant's  By-laws  requires  indemnification  to the
fullest  extent  permitted  under  Delaware  law of any  person  who is or was a
director or officer of the Registrant who is or was involved or threatened to be
made so involved in any proceeding,  whether civil, criminal,  administrative or
investigative,  by reason of the fact that such  person is or was  serving  as a
director,  officer,  employee or agent of the  Registrant  or was serving at the
request of the Registrant as a director, officer, employee or agent of any other
enterprise.

     The foregoing  statements are subject to the detailed provisions of Section
145 of the  Delaware  Corporation  Law  and  Article  VI of the  By-laws  of the
Registrant.

     The  Registrant's  Directors'  and Officers'  Liability  and  Reimbursement
Insurance  Policy is designed to reimburse the  Registrant 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.













                                      II-3

<PAGE>



Item 9.     Undertakings

     (a)  The 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 the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    and of the estimated maximum offering range may be reflected
                    in the  form  of a  prospectus  filed  with  the  Commission
                    pursuant to Rule 424(b) if, in the aggregate, the changes in
                    volume and price represent no more than 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 this 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
                 Section  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 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 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 thereof.

     (c)  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>



                                  EXHIBIT INDEX

Exhibit
Number                       Description of Exhibit
------                       ----------------------

4.1          Restated  Certificate of  Incorporation of the Registrant as      *
             filed with the  Secretary  of State of the State of Delaware
             on  January  11,  2001  (which  is  incorporated  herein  by
             reference to Exhibit 3.1 to the Registrant's  Current Report
             on Form 8-K dated  January 11, 2001 (the  "January 2001 Form
             8-K")).

4.2          Certificate of the Voting Powers, Designations,  Preferences      *
             and  Relative,  Participating,  Optional  or  Other  Special
             Rights,  and  Qualifications,  Limitations  or  Restrictions
             Thereof,  of Series LMC Common  Stock of the  Registrant  as
             filed with the  Secretary  of State of the State of Delaware
             on  January  11,  2001  (which  is  incorporated  herein  by
             reference  to Exhibit 3.2 to the  Registrant's  January 2001
             Form 8-K).

4.3          Certificate of the Voting Powers, Designations,  Preferences      *
             and  Relative,  Participating,  Optional  or  Other  Special
             Rights,  and  Qualifications,  Limitations,  or Restrictions
             Thereof,  of Series LMCN-V Common Stock of the Registrant as
             filed with the  Secretary  of State of the State of Delaware
             on  January  11,  2001  (which  is  incorporated  herein  by
             reference  to Exhibit 3.3 to the  Registrant's  January 2001
             Form 8-K).

4.4          By-laws of the  Registrant  as of July 18,  2002  (which are      *
             incorporated  herein  by  reference  to  Exhibit  3  of  the
             Registrant's  Quarterly  Report on Form 10-Q for the quarter
             ended  June 30,  2002,  as  amended  (the  "June  2002  Form
             10-Q")).

4.5          AOL Time Warner Inc. Deferred  Compensation Plan, as amended      *
             and   restated   as  of  August   1,  2001  (the   "Deferred
             Compensation  Plan")  (incorporated  herein by  reference to
             Exhibit 10.1 to the  Registrant's  Quarterly  Report on Form
             10-Q for the quarter ended June 30, 2001).

4.6          Amendment No. 1 to the Deferred Compensation Plan, effective      *
             October  15,  2001  (incorporated  herein  by  reference  to
             Exhibit 10.14 to the Registrant's Annual Report on Form 10-K
             for the year ended December 31, 2001, as amended).

4.7          Amendment No. 2 to the Deferred Compensation Plan, effective      *
             August 9, 2002 (incorporated  herein by reference to Exhibit
             10.1 to the Registrant's June 2002 Form 10-Q).

5            Opinion  of  Brenda C.  Karickhoff,  Vice  President  of the
             Registrant.

23.1         Consent of Ernst & Young LLP, Independent Auditors.

23.2         Consent  of  Brenda C.  Karickhoff,  Vice  President  of the      *
             Registrant (included in Opinion filed as Exhibit 5).

24.1         Powers of Attorney


-------------------------------------------
* incorporated by reference






                                      II-5

<PAGE>





                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the Registrant has
duly caused this  Registration  Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on March 28, 2003.


                                        AOL TIME WARNER INC.


                                         By:  /s/ Wayne H. Pace
                                            ------------------------------------
                                             Name:  Wayne H. Pace
                                             Title: Executive Vice President and
                                                    Chief Financial Officer



Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following persons on March 28, 2003 in the
capacities indicated.


                  Signature                         Title
                  ---------                         -----

(i)      Principal Executive Officer                Director and
                                                    Chief Executive Officer
                     *
      ---------------------------------
             Richard D. Parsons

(ii)     Principal Financial Officer                Executive Vice President and
                                                    Chief Financial Officer
         /s/ Wayne H. Pace
      ---------------------------------
                Wayne H. Pace


(iii)    Principal Accounting Officer               Senior Vice President and
                                                    Controller
         /s/ James W. Barge
       ---------------------------------
               James W. Barge


(iv)     Directors:

                     *
       ---------------------------------
              Daniel F. Akerson

                     *
       ---------------------------------
             James L. Barksdale

                     *
       ---------------------------------
           Stephen F. Bollenbach

                     *
       ---------------------------------
              Stephen M. Case






                                      II-6


<PAGE>





(iv)    Directors - continued:


               *
---------------------------------
       Frank J. Caufield

               *
---------------------------------
       Miles R. Gilburne

               *
---------------------------------
        Carla A. Hills

               *
---------------------------------
         Reuben Mark

               *
---------------------------------
       Michael A. Miles

               *
---------------------------------
       Kenneth J. Novack

               *
---------------------------------
      Franklin D. Raines

               *
---------------------------------
          R.E. Turner

               *
---------------------------------
    Francis T. Vincent Jr.



By:   /s/ Wayne H. Pace
    ---------------------------------
    Name: Wayne H. Pace
          Attorney-In-Fact


* Pursuant to Powers of Attorney dated
  as of March 28, 2003.




















                                      II-7
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{"company-data": {"conformed-name": "AOL TIME WARNER INC", "cik": "0001105705", "assigned-sic": "7812", "irs-number": "134099534", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104135", "film-number": "03626579"}, "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

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

                              AOL TIME WARNER INC.
               (Exact name of registrant as specified in charter)

          Delaware                                       13-4099534
  (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)

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

                 AOL Time Warner Inc. Deferred Compensation Plan
                            (Full Title of the Plan)

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

                               PAUL T. CAPPUCCIO
             Executive Vice President, General Counsel and Secretary
                              AOL Time Warner Inc.
                              75 Rockefeller Plaza
                            New York, New York 10019
                                 (212) 484-8000
 (Name, address, including zip code, and telephone number, including area code,
   of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------ ------------------- --------------------- ----------------------- --------------------

------------------------------ ------------------- --------------------- ----------------------- --------------------
                                                       Proposed               Proposed
                                                        maximum                maximum
    Title of securities to        Amount to be      offering price per  aggregate offering             Amount of
        be registered             registered (1)        share (2)              price (2)           registration fee
------------------------------ ------------------- --------------------- ----------------------- --------------------

------------------------------ ------------------- --------------------- ----------------------- --------------------
Deferred Compensation
Obligations                      $300,000,000               100%               $300,000,000             $24,270
------------------------------ ------------------- --------------------- ----------------------- --------------------
(1)  The Deferred Compensation Obligations are unsecured obligations of AOL Time
     Warner Inc. to pay deferred  compensation  in the future in accordance with
     the terms of the AOL Time Warner Inc. Deferred Compensation Plan.

(2)  Estimated solely for purposes of determining the registration fee.
EXPLANATORY NOTE

AOL Time Warner Inc. (the "Registrant") hereby files this Registration Statement
on Form S-8 relating to the Deferred Compensation  Obligations of the Registrant
pursuant to the AOL Time Warner Inc.  Deferred  Compensation  Plan (the "Plan").
The  contents  of the  Registration  Statement  on Form  S-8  (Registration  No.
333-53574) as filed with the Securities  and Exchange  Commission on January 11,
2001,  as it relates to the Plan,  are hereby  incorporated  by reference to the
extent not replaced hereby.

                                     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 of 1933.

                                       I-1
PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
by the Registrant (File No. 1-15062) pursuant to the Securities  Exchange Act of
1934 (the "Exchange Act") or as otherwise indicated,  are hereby incorporated by
reference  in this  Registration  Statement  and  shall be  deemed  to be a part
hereof:

          (a)  The  Registrant's  Annual  Report on Form 10-K for the year ended
               December 31, 2002 (filing date March 28, 2003).

          (b)  The Registrant's Current Reports on Form 8-K dated:

               o    December 31, 2002 (filing date January 14, 2003)
               o    January 12, 2003  (filing  date  January 14, 2003)
               o    January 16, 2003 (filing date January 23, 2003)

          (c)  Current  Report on Form 8-K dated  January 11, 2001  (filing date
               January 12,  2001) in which it is reported  that the Common Stock
               of the Registrant is deemed registered  pursuant to Rule 12g-3(c)
               under the Exchange Act.

     All documents  subsequently filed by the Registrant or pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  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  herein by reference  and shall be deemed a part hereof from
the date of filing of such  documents.  Any  statement  contained  in a document
incorporated or deemed to be  incorporated by reference  herein 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.

                                      II-1
Item 4.   Description of Securities.

     Under  the  Plan,  the  Registrant  will  provide  eligible  employees  the
opportunity   to  defer  a  specified   percentage   or  amount  of  their  cash
compensation.   The   obligations  of  the   Registrant   under  the  Plan  (the
"Obligations")  will be unsecured  general  obligations of the Registrant 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 Registrant from time to time outstanding.  However,  because
the Registrant is a holding company, the right of the Registrant,  and hence the
right of creditors of the Registrant  (including  participants  in the Plan), to
participate  in any  distribution  of the  assets  of any  subsidiary  upon  its
liquidation or reorganization  or otherwise is necessarily  subject to the prior
claims of creditors of the  subsidiary,  except to the extent that claims of the
Registrant   itself  as  a  creditor  of  the   subsidiary  may  be  recognized.
Accordingly,   participants  in  the  Plan  may  be  deemed  to  be  effectively
subordinated  to such claims.  In addition,  dividends,  loans and advances from
certain subsidiaries to the Registrant are restricted by certain agreements.

     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 Registrant or through  operation of a mandatory or optional  sinking fund or
analogous  provision.  However,  the  Registrant  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
Registrant.  The  Obligations  will not have the benefit of a negative pledge or
any other  affirmative or negative  covenant on the part of the  Registrant.  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.

     Section  145(a) of the  General  Corporation  Law of the State of  Delaware
("Delaware 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

                                      II-2
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.

     Section 145(b) of the Delaware 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 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 the law.

     Article VI of the  Registrant's  By-laws  requires  indemnification  to the
fullest  extent  permitted  under  Delaware  law of any  person  who is or was a
director or officer of the Registrant who is or was involved or threatened to be
made so involved in any proceeding,  whether civil, criminal,  administrative or
investigative,  by reason of the fact that such  person is or was  serving  as a
director,  officer,  employee or agent of the  Registrant  or was serving at the
request of the Registrant as a director, officer, employee or agent of any other
enterprise.

     The foregoing  statements are subject to the detailed provisions of Section
145 of the  Delaware  Corporation  Law  and  Article  VI of the  By-laws  of the
Registrant.

     The  Registrant's  Directors'  and Officers'  Liability  and  Reimbursement
Insurance  Policy is designed to reimburse the  Registrant 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.

                                      II-3
Item 9.     Undertakings

     (a)  The 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 the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    and of the estimated maximum offering range may be reflected
                    in the  form  of a  prospectus  filed  with  the  Commission
                    pursuant to Rule 424(b) if, in the aggregate, the changes in
                    volume and price represent no more than 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 this 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
                 Section  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 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 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 thereof.

     (c)  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
EXHIBIT INDEX

Exhibit
Number                       Description of Exhibit
------                       ----------------------

4.1          Restated  Certificate of  Incorporation of the Registrant as      *
             filed with the  Secretary  of State of the State of Delaware
             on  January  11,  2001  (which  is  incorporated  herein  by
             reference to Exhibit 3.1 to the Registrant's  Current Report
             on Form 8-K dated  January 11, 2001 (the  "January 2001 Form
             8-K")).

4.2          Certificate of the Voting Powers, Designations,  Preferences      *
             and  Relative,  Participating,  Optional  or  Other  Special
             Rights,  and  Qualifications,  Limitations  or  Restrictions
             Thereof,  of Series LMC Common  Stock of the  Registrant  as
             filed with the  Secretary  of State of the State of Delaware
             on  January  11,  2001  (which  is  incorporated  herein  by
             reference  to Exhibit 3.2 to the  Registrant's  January 2001
             Form 8-K).

4.3          Certificate of the Voting Powers, Designations,  Preferences      *
             and  Relative,  Participating,  Optional  or  Other  Special
             Rights,  and  Qualifications,  Limitations,  or Restrictions
             Thereof,  of Series LMCN-V Common Stock of the Registrant as
             filed with the  Secretary  of State of the State of Delaware
             on  January  11,  2001  (which  is  incorporated  herein  by
             reference  to Exhibit 3.3 to the  Registrant's  January 2001
             Form 8-K).

4.4          By-laws of the  Registrant  as of July 18,  2002  (which are      *
             incorporated  herein  by  reference  to  Exhibit  3  of  the
             Registrant's  Quarterly  Report on Form 10-Q for the quarter
             ended  June 30,  2002,  as  amended  (the  "June  2002  Form
             10-Q")).

4.5          AOL Time Warner Inc. Deferred  Compensation Plan, as amended      *
             and   restated   as  of  August   1,  2001  (the   "Deferred
             Compensation  Plan")  (incorporated  herein by  reference to
             Exhibit 10.1 to the  Registrant's  Quarterly  Report on Form
             10-Q for the quarter ended June 30, 2001).

4.6          Amendment No. 1 to the Deferred Compensation Plan, effective      *
             October  15,  2001  (incorporated  herein  by  reference  to
             Exhibit 10.14 to the Registrant's Annual Report on Form 10-K
             for the year ended December 31, 2001, as amended).

4.7          Amendment No. 2 to the Deferred Compensation Plan, effective      *
             August 9, 2002 (incorporated  herein by reference to Exhibit
             10.1 to the Registrant's June 2002 Form 10-Q).

5            Opinion  of  Brenda C.  Karickhoff,  Vice  President  of the
             Registrant.

23.1         Consent of Ernst & Young LLP, Independent Auditors.

23.2         Consent  of  Brenda C.  Karickhoff,  Vice  President  of the      *
             Registrant (included in Opinion filed as Exhibit 5).

24.1         Powers of Attorney

-------------------------------------------
* incorporated by reference

                                      II-5
SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the Registrant has
duly caused this  Registration  Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on March 28, 2003.

                                        AOL TIME WARNER INC.

                                         By:  /s/ Wayne H. Pace
                                            ------------------------------------
                                             Name:  Wayne H. Pace
                                             Title: Executive Vice President and
                                                    Chief Financial Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following persons on March 28, 2003 in the
capacities indicated.

                  Signature                         Title
                  ---------                         -----

(i)      Principal Executive Officer                Director and
                                                    Chief Executive Officer
                     *
      ---------------------------------
             Richard D. Parsons

(ii)     Principal Financial Officer                Executive Vice President and
                                                    Chief Financial Officer
         /s/ Wayne H. Pace
      ---------------------------------
                Wayne H. Pace

(iii)    Principal Accounting Officer               Senior Vice President and
                                                    Controller
         /s/ James W. Barge
       ---------------------------------
               James W. Barge

(iv)     Directors:

                     *
       ---------------------------------
              Daniel F. Akerson

                     *
       ---------------------------------
             James L. Barksdale

                     *
       ---------------------------------
           Stephen F. Bollenbach

                     *
       ---------------------------------
              Stephen M. Case

                                      II-6
(iv)    Directors - continued:

               *
---------------------------------
       Frank J. Caufield

               *
---------------------------------
       Miles R. Gilburne

               *
---------------------------------
        Carla A. Hills

               *
---------------------------------
         Reuben Mark

               *
---------------------------------
       Michael A. Miles

               *
---------------------------------
       Kenneth J. Novack

               *
---------------------------------
      Franklin D. Raines

               *
---------------------------------
          R.E. Turner

               *
---------------------------------
    Francis T. Vincent Jr.

By:   /s/ Wayne H. Pace
    ---------------------------------
    Name: Wayne H. Pace
          Attorney-In-Fact

* Pursuant to Powers of Attorney dated
  as of March 28, 2003.

                                      II-7