Registration No. 333-

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

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

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                                TIME WARNER 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)


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

                ONE TIME WARNER CENTER, NEW YORK, NEW YORK 10019
                    (Address of principal executive offices)

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

                            Time Warner Savings Plan
                            (Full Title of the Plan)

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

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

<TABLE>

<CAPTION>

<S>                     <C>                     <C>                     <C>               <C>              <C>



                         CALCULATION OF REGISTRATION FEE
------------------------------- ------------------- --------------------- ----------------------- --------------------
                                                      Proposed maximum       Proposed maximum
                                                       offering price per     aggregate offering
                                   Amount to be          share (2)              price (2)              Amount of
    Title of securities to        registered (1)                                                   registration fee
        be registered
------------------------------- ------------------- --------------------- ----------------------- --------------------
Common Stock,
$.01 par value per share            5,000,000               $16.79             $83,950,000               $8,982.65
------------------------------- ------------------- --------------------- ----------------------- --------------------

</TABLE>


(1)  The number of shares of common  stock,  par value  $.01 per share  ("Common
     Stock"), stated above consists of the aggregate number of additional shares
     that may be issued  pursuant to the Time Warner  Savings Plan (the "Savings
     Plan").  The maximum  number of shares  that may be issued  pursuant to the
     Savings  Plan  is  subject  to  adjustment   in  accordance   with  certain
     anti-dilution  and  other  provisions  of the  Savings  Plan.  Accordingly,
     pursuant  to Rule 416 under the  Securities  Act of 1933,  as amended  (the
     "Securities  Act"), this Registration  Statement covers, in addition to the
     number of shares stated above, an  indeterminate  number of shares that may
     be issued  pursuant to the  Savings  Plan after the  operation  of any such
     anti-dilution  and other provisions.  In addition,  pursuant to Rule 416(c)
     under the  Securities  Act,  this  Registration  Statement  also  covers an
     indeterminate  amount of  interests  to be offered or sold  pursuant to the
     Savings Plan.

(2)  Estimated  solely for purposes of determining the registration fee pursuant
     to the provisions of Rules 457(c) and (h) under the Securities Act based on
     the  average of high and low prices of the Common  Stock as reported on the
     New York Stock  Exchange  Composite  Tape on September  7, 2006,  which was
     $16.79 per share.


<PAGE>


                                EXPLANATORY NOTE

Time Warner Inc. (the "Registrant") hereby files this Registration  Statement on
Form S-8  relating to its common  stock,  par value $.01 per share (the  "Common
Stock"),  issuable  under the Time Warner  Savings Plan, as amended from time to
time (the "Savings Plan").  The contents of the  Registration  Statement on Form
S-8  (Registration  No.  333-53574)  as filed with the  Securities  and Exchange
Commission (the "Commission") on January 11, 2001 and the Registration Statement
on Form S-8  (Registration  No.  333-102787)  as filed  with the  Commission  on
January 29, 2003 (the "2003 Registration Statement"), as each of them relates to
the  Savings  Plan,  are  hereby  incorporated  by  reference  to the extent not
replaced hereby.

This  Registration  Statement relates to 5,000,000 shares of the Common Stock of
the  Registrant  and an  indeterminate  amount of interests  issuable  under the
Savings Plan.


                                     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)  under the  Securities Act of
1933, as amended (the "Securities Act"). Such documents are not being filed with
the 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 Registration Statement, 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 Securities and Exchange  Commission
by the Registrant (File No. 1-15062) pursuant to the Securities  Exchange Act of
1934,  as amended (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, 2005  (filing date  February  27,  2006),  as amended by
          Amendment No. 1 on Form 10-K/A (filing date September 13, 2006).

     (b)  The Registrant's  Current Reports on Form 8-K dated:
          January 17, 2006 (filing  date  January 18,  2006),
          January 25,  2006  (filing  date January 31,  2006),
          February  15, 2006  (filing  date  February 22, 2006),
          February 23, 2006 (filing date February 24,  2006),
          March 15, 2006 (filing date March 21, 2006),
          May 4, 2006 (filing date May 8, 2006),
          May 19, 2006 (filing date May 23, 2006),
          June 21, 2006 (filing  date June 27,  2006),
          July 31, 2006 (filing date August 2, 2006),
          August 4, 2006 (filing date August 9, 2006), and
          August 15, 2006 (filing date August 17, 2006).

     (c)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2006 (filing date May 3, 2006),  as amended by Amendment No.
          1 on Form 10-Q/A  (filing date  September  13, 2006).

     (d)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          June 30, 2006  (filing  date August 2, 2006),  as amended by Amendment
          No. 1 on Form 10-Q/A (filing date September 13, 2006).

     (e)  The Annual  Report on Form 11-K of the Savings Plan for the year ended
          December 31, 2005 (filing date June 28, 2006).

     (f)  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  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Exchange Act (other than Current  Reports on
Form 8-K furnishing  information  pursuant to Items 2.02 and 7.01, including any
exhibits included with such information) 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.

         Not applicable.

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  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 Section
145 of the Delaware Corporation Law.

     Article VI of the  Registrant's  By-laws  requires  indemnification  to the
fullest extent  permitted or required 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  threatened,  pending or completed  investigation,
claim, action, suit or 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 is 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 payments made by it
pursuant to the foregoing indemnification.

                                      II-2

<PAGE>


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.

     The Registrant  hereby  undertakes that it will submit or has submitted the
Savings Plan and any  amendments  thereto to the Internal  Revenue  Service in a
timely  manner and has made or will make all changes  required  by the  Internal
Revenue  Service in order to qualify such Savings Plan under  Section 401 of the
Internal Revenue Code of 1986, as amended.

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
                    end 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 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  information  required  to be  included  in a
               post-effective  amendment  by those  paragraphs  is  contained in
               reports  filed  with  or  furnished  to  the  Commission  by  the
               Registrant  pursuant  to  Section  13 or  Section  15(d)  of  the
               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.

          (6)  That, for the purpose of determining  liability of the Registrant
               under the  Securities Act of 1933 to any purchaser in the initial
               distribution of the securities:

                                      II-3

<PAGE>


               The  Registrant   undertakes  that  in  a  primary   offering  of
               securities  of  the  Registrant  pursuant  to  this  Registration
               Statement, regardless of the underwriting method used to sell the
               securities to the  purchaser,  if the  securities  are offered or
               sold  to  such  purchaser  by  means  of  any  of  the  following
               communications,  the Registrant will be a seller to the purchaser
               and will be considered  to offer or sell such  securities to such
               purchaser:

               (i)  any  preliminary  prospectus or prospectus of the Registrant
                    relating to the  offering  required to be filed  pursuant to
                    Rule 424 pursuant to the Securities Act;

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

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

               (iv) any  other  communication  that is an offer in the  offering
                    made by the Registrant to the purchaser.


          (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
               (and each  filing of an employee  benefit  plan's  annual  report
               pursuant to Section 15(d) of the Securities Exchange Act of 1934)
               that is incorporated by reference in the  Registration  Statement
               shall be deemed to be a new  Registration  Statement  relating to
               the  securities  offered  therein,   and  the  offering  of  such
               securities  at that time shall be deemed to be the  initial  bona
               fide offering 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,  the  Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on September 13, 2006.

                                         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 September 13, 2006 in the
capacities indicated.


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

(i) Principal Executive Officer                Director and Chairman of the
                                               Board 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:


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

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

                                      II-5

<PAGE>


(iv) Directors - continued:


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

                *
-----------------------------------
        Robert C. Clark


-----------------------------------
        Mathias Dopfner

                *
-----------------------------------
        Jessica P. Einhorn

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

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

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

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

                *
-----------------------------------
        Deborah C. Wright


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


* Pursuant to a Power of Attorney dated July 27, 2006.

                                      II-6

<PAGE>

Pursuant to the  requirements of the Securities Act of 1933, the  administrators
of the Savings Plan have duly caused this Registration  Statement on Form S-8 to
be signed on their behalf by the undersigned,  thereunto duly authorized, in the
City of New York, State of New York, on September 13, 2006.

                                        TIME WARNER SAVINGS PLAN


                                        By:/s/ Pascal Desroches
                                           -------------------------------------
                                           Name:  Pascal Desroches
                                           Title: Attorney-in-Fact


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons on September 13, 2006 in the
capacities indicated.

Members of the Committee Administering the Savings Plan:

Pascal Desroches
Peter R. Haje
John A. LaBarca
Shelley D. Fischel


By:  /s/ Pascal Desroches
    ----------------------------------------
    Name:    Pascal Desroches
    Title:   Attorney-in-Fact

                                      II-7

<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
     (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  (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  (incorporated  herein by
     reference to Exhibit 3.3 to the Registrant's January 2001 Form 8-K).

4.4  Certificate  of  the  Voting  Powers,  Designations,  Preferences  and    *
     Relative,  Participating,   Optional  or  Other  Special  Rights,  and
     Qualifications,  Limitations,  or  Restrictions  Thereof,  of Series A
     Mandatorily  Convertible  Preferred  Stock of the  Registrant as filed
     with the Secretary of State of the State of Delaware on March 31, 2003
     (incorporated  herein by reference to Exhibit 4.1 to the  Registrant's
     Current Report on Form 8-K dated March 28, 2003).

4.5  Certificate of Ownership and Merger merging a wholly owned  subsidiary    *
     into the Registrant pursuant to Section 253 of the General Corporation
     Law of the State of Delaware as filed with the  Secretary  of State of
     the State of  Delaware  and as became  effective  on October  16, 2003
     (incorporated  herein by reference to Exhibit 3.1 to the  Registrant's
     Current Report on Form 8-K dated October 16, 2003).

4.6  Certificate  of  Elimination  relating  to the  Registrant's  Series A    *
     Mandatorily Convertible Preferred Stock as filed with the Secretary of
     the State of Delaware on May 2, 2005 (incorporated herein by reference
     to Exhibit 3.1 to the  Registrant's  Quarterly Report on Form 10-Q for
     the quarter ended March 31, 2005).

4.7  By-laws  of the  Registrant  as  amended  through  February  23,  2006    *
     (incorporated  herein by reference to Exhibit 3.2 to the  Registrant's
     Current Report on Form 8-K dated February 23, 2006).

5    Opinion of Brenda C.  Karickhoff,  Senior  Vice  President  and Deputy
     General Counsel of the Registrant.

23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting
     Firm.

23.2 Consent of Ernst & Young LLP, Independent Registered Public Accounting
     Firm (relating to the Savings Plan).

23.3 Consent of Brenda C.  Karickhoff,  Senior  Vice  President  and Deputy    *
     General  Counsel of the    Registrant  (included  in Opinion  filed as
     Exhibit 5).

24.1 Powers of Attorney.

24.2 Powers of Attorney  for the  Administrative  Committee  of the Savings    *
     Plan  (incorporated  herein  by  reference  to  Exhibit  24.2  to  the
     Registrant's 2003 Registration Statement).

* Incorporated by reference

                                      II-8
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{"company-data": {"conformed-name": "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": "333-137292", "film-number": "061088749"}, "business-address": {"street1": "ONE TIME WARNER CENTER", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2124848000"}, "mail-address": {"street1": "ONE TIME WARNER CENTER", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": {"former-conformed-name": "AOL TIME WARNER INC", "date-changed": "20000208"}}
Registration No. 333-

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

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

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                                TIME WARNER 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)

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

                ONE TIME WARNER CENTER, NEW YORK, NEW YORK 10019
                    (Address of principal executive offices)

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

                            Time Warner Savings Plan
                            (Full Title of the Plan)

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

                                PAUL T. CAPPUCCIO
                  Executive Vice President and General Counsel
                                Time Warner Inc.
                             One Time Warner Center
                            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 maximum       Proposed maximum
                                                       offering price per     aggregate offering
                                   Amount to be          share (2)              price (2)              Amount of
    Title of securities to        registered (1)                                                   registration fee
        be registered
------------------------------- ------------------- --------------------- ----------------------- --------------------
Common Stock,
$.01 par value per share            5,000,000               $16.79             $83,950,000               $8,982.65
------------------------------- ------------------- --------------------- ----------------------- --------------------
(1)  The number of shares of common  stock,  par value  $.01 per share  ("Common
     Stock"), stated above consists of the aggregate number of additional shares
     that may be issued  pursuant to the Time Warner  Savings Plan (the "Savings
     Plan").  The maximum  number of shares  that may be issued  pursuant to the
     Savings  Plan  is  subject  to  adjustment   in  accordance   with  certain
     anti-dilution  and  other  provisions  of the  Savings  Plan.  Accordingly,
     pursuant  to Rule 416 under the  Securities  Act of 1933,  as amended  (the
     "Securities  Act"), this Registration  Statement covers, in addition to the
     number of shares stated above, an  indeterminate  number of shares that may
     be issued  pursuant to the  Savings  Plan after the  operation  of any such
     anti-dilution  and other provisions.  In addition,  pursuant to Rule 416(c)
     under the  Securities  Act,  this  Registration  Statement  also  covers an
     indeterminate  amount of  interests  to be offered or sold  pursuant to the
     Savings Plan.

(2)  Estimated  solely for purposes of determining the registration fee pursuant
     to the provisions of Rules 457(c) and (h) under the Securities Act based on
     the  average of high and low prices of the Common  Stock as reported on the
     New York Stock  Exchange  Composite  Tape on September  7, 2006,  which was
     $16.79 per share.
EXPLANATORY NOTE

Time Warner Inc. (the "Registrant") hereby files this Registration  Statement on
Form S-8  relating to its common  stock,  par value $.01 per share (the  "Common
Stock"),  issuable  under the Time Warner  Savings Plan, as amended from time to
time (the "Savings Plan").  The contents of the  Registration  Statement on Form
S-8  (Registration  No.  333-53574)  as filed with the  Securities  and Exchange
Commission (the "Commission") on January 11, 2001 and the Registration Statement
on Form S-8  (Registration  No.  333-102787)  as filed  with the  Commission  on
January 29, 2003 (the "2003 Registration Statement"), as each of them relates to
the  Savings  Plan,  are  hereby  incorporated  by  reference  to the extent not
replaced hereby.

This  Registration  Statement relates to 5,000,000 shares of the Common Stock of
the  Registrant  and an  indeterminate  amount of interests  issuable  under the
Savings Plan.

                                     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)  under the  Securities Act of
1933, as amended (the "Securities Act"). Such documents are not being filed with
the 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 Registration Statement, 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 Securities and Exchange  Commission
by the Registrant (File No. 1-15062) pursuant to the Securities  Exchange Act of
1934,  as amended (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, 2005  (filing date  February  27,  2006),  as amended by
          Amendment No. 1 on Form 10-K/A (filing date September 13, 2006).

     (b)  The Registrant's  Current Reports on Form 8-K dated:
          January 17, 2006 (filing  date  January 18,  2006),
          January 25,  2006  (filing  date January 31,  2006),
          February  15, 2006  (filing  date  February 22, 2006),
          February 23, 2006 (filing date February 24,  2006),
          March 15, 2006 (filing date March 21, 2006),
          May 4, 2006 (filing date May 8, 2006),
          May 19, 2006 (filing date May 23, 2006),
          June 21, 2006 (filing  date June 27,  2006),
          July 31, 2006 (filing date August 2, 2006),
          August 4, 2006 (filing date August 9, 2006), and
          August 15, 2006 (filing date August 17, 2006).

     (c)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2006 (filing date May 3, 2006),  as amended by Amendment No.
          1 on Form 10-Q/A  (filing date  September  13, 2006).

     (d)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          June 30, 2006  (filing  date August 2, 2006),  as amended by Amendment
          No. 1 on Form 10-Q/A (filing date September 13, 2006).

     (e)  The Annual  Report on Form 11-K of the Savings Plan for the year ended
          December 31, 2005 (filing date June 28, 2006).

     (f)  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  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Exchange Act (other than Current  Reports on
Form 8-K furnishing  information  pursuant to Items 2.02 and 7.01, including any
exhibits included with such information) 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.

         Not applicable.

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  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 Section
145 of the Delaware Corporation Law.

     Article VI of the  Registrant's  By-laws  requires  indemnification  to the
fullest extent  permitted or required 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  threatened,  pending or completed  investigation,
claim, action, suit or 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 is 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 payments made by it
pursuant to the foregoing indemnification.

                                      II-2
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.

     The Registrant  hereby  undertakes that it will submit or has submitted the
Savings Plan and any  amendments  thereto to the Internal  Revenue  Service in a
timely  manner and has made or will make all changes  required  by the  Internal
Revenue  Service in order to qualify such Savings Plan under  Section 401 of the
Internal Revenue Code of 1986, as amended.

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
                    end 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 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  information  required  to be  included  in a
               post-effective  amendment  by those  paragraphs  is  contained in
               reports  filed  with  or  furnished  to  the  Commission  by  the
               Registrant  pursuant  to  Section  13 or  Section  15(d)  of  the
               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.

          (6)  That, for the purpose of determining  liability of the Registrant
               under the  Securities Act of 1933 to any purchaser in the initial
               distribution of the securities:

                                      II-3
The  Registrant   undertakes  that  in  a  primary   offering  of
               securities  of  the  Registrant  pursuant  to  this  Registration
               Statement, regardless of the underwriting method used to sell the
               securities to the  purchaser,  if the  securities  are offered or
               sold  to  such  purchaser  by  means  of  any  of  the  following
               communications,  the Registrant will be a seller to the purchaser
               and will be considered  to offer or sell such  securities to such
               purchaser:

               (i)  any  preliminary  prospectus or prospectus of the Registrant
                    relating to the  offering  required to be filed  pursuant to
                    Rule 424 pursuant to the Securities Act;

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

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

               (iv) any  other  communication  that is an offer in the  offering
                    made by the Registrant to the purchaser.

          (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
               (and each  filing of an employee  benefit  plan's  annual  report
               pursuant to Section 15(d) of the Securities Exchange Act of 1934)
               that is incorporated by reference in the  Registration  Statement
               shall be deemed to be a new  Registration  Statement  relating to
               the  securities  offered  therein,   and  the  offering  of  such
               securities  at that time shall be deemed to be the  initial  bona
               fide offering 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,  the  Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on September 13, 2006.

                                         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 September 13, 2006 in the
capacities indicated.

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

(i) Principal Executive Officer                Director and Chairman of the
                                               Board 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:

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

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

                                      II-5
(iv) Directors - continued:

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

                *
-----------------------------------
        Robert C. Clark

-----------------------------------
        Mathias Dopfner

                *
-----------------------------------
        Jessica P. Einhorn

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

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

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

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

                *
-----------------------------------
        Deborah C. Wright

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

* Pursuant to a Power of Attorney dated July 27, 2006.

                                      II-6
Pursuant to the  requirements of the Securities Act of 1933, the  administrators
of the Savings Plan have duly caused this Registration  Statement on Form S-8 to
be signed on their behalf by the undersigned,  thereunto duly authorized, in the
City of New York, State of New York, on September 13, 2006.

                                        TIME WARNER SAVINGS PLAN

                                        By:/s/ Pascal Desroches
                                           -------------------------------------
                                           Name:  Pascal Desroches
                                           Title: Attorney-in-Fact

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons on September 13, 2006 in the
capacities indicated.

Members of the Committee Administering the Savings Plan:

Pascal Desroches
Peter R. Haje
John A. LaBarca
Shelley D. Fischel

By:  /s/ Pascal Desroches
    ----------------------------------------
    Name:    Pascal Desroches
    Title:   Attorney-in-Fact

                                      II-7
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
     (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  (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  (incorporated  herein by
     reference to Exhibit 3.3 to the Registrant's January 2001 Form 8-K).

4.4  Certificate  of  the  Voting  Powers,  Designations,  Preferences  and    *
     Relative,  Participating,   Optional  or  Other  Special  Rights,  and
     Qualifications,  Limitations,  or  Restrictions  Thereof,  of Series A
     Mandatorily  Convertible  Preferred  Stock of the  Registrant as filed
     with the Secretary of State of the State of Delaware on March 31, 2003
     (incorporated  herein by reference to Exhibit 4.1 to the  Registrant's
     Current Report on Form 8-K dated March 28, 2003).

4.5  Certificate of Ownership and Merger merging a wholly owned  subsidiary    *
     into the Registrant pursuant to Section 253 of the General Corporation
     Law of the State of Delaware as filed with the  Secretary  of State of
     the State of  Delaware  and as became  effective  on October  16, 2003
     (incorporated  herein by reference to Exhibit 3.1 to the  Registrant's
     Current Report on Form 8-K dated October 16, 2003).

4.6  Certificate  of  Elimination  relating  to the  Registrant's  Series A    *
     Mandatorily Convertible Preferred Stock as filed with the Secretary of
     the State of Delaware on May 2, 2005 (incorporated herein by reference
     to Exhibit 3.1 to the  Registrant's  Quarterly Report on Form 10-Q for
     the quarter ended March 31, 2005).

4.7  By-laws  of the  Registrant  as  amended  through  February  23,  2006    *
     (incorporated  herein by reference to Exhibit 3.2 to the  Registrant's
     Current Report on Form 8-K dated February 23, 2006).

5    Opinion of Brenda C.  Karickhoff,  Senior  Vice  President  and Deputy
     General Counsel of the Registrant.

23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting
     Firm.

23.2 Consent of Ernst & Young LLP, Independent Registered Public Accounting
     Firm (relating to the Savings Plan).

23.3 Consent of Brenda C.  Karickhoff,  Senior  Vice  President  and Deputy    *
     General  Counsel of the    Registrant  (included  in Opinion  filed as
     Exhibit 5).

24.1 Powers of Attorney.

24.2 Powers of Attorney  for the  Administrative  Committee  of the Savings    *
     Plan  (incorporated  herein  by  reference  to  Exhibit  24.2  to  the
     Registrant's 2003 Registration Statement).

* Incorporated by reference

                                      II-8