Registration No. 333-

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

                       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 Thrift 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>

                         CALCULATION OF REGISTRATION FEE
------------------------------- ------------------- --------------------- ----------------------- --------------------
     Title of securities to      Amount to be          Proposed maximum       Proposed maximum         Amount of
     be registered               registered (1)        offering price per     aggregate offering       registration fee
                                                       share (2)              price (2)
------------------------------- ------------------- --------------------- ----------------------- --------------------
     Common Stock,
     $.01 par value per share      5,000,000               $17.71              $88,550,000                $10,422.34
------------------------------- ------------------- --------------------- ----------------------- --------------------

</TABLE>


(1)  The number of shares of common  stock,  par value  $.01 per share  ("Common
     Stock"),  stated above consists of the aggregate number of shares which may
     be issued  pursuant to the benefit plan listed  above (the "Thrift  Plan").
     The  maximum  number of shares  which may be issued  pursuant to the Thrift
     Plan is subject to adjustment in accordance with certain  anti-dilution and
     other  provisions  of such Thrift 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 which may be issued pursuant to
     the Thrift 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 Thrift 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 for March 8, 2005, on which day
     such average was $17.71.


<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,  issuable under
the  Time  Warner  Thrift  Plan  (the  "Thrift  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, and the Registration
Statement on Form S-8 (Registration No. 333-102787) as filed with the Securities
and Exchange Commission on January 29, 2003 (the "2003 Registration Statement"),
as each of them relates to the Thrift 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
Thrift 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).  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, 2004 (filing date March 11, 2005).

          (b)  The Annual  Report on Form 11-K of the  Thrift  Plan for the year
               ended December 31, 2003 (filing date June 28, 2004).

          (c)  The  Registrant's  Current  Report on Form 8-K dated  January 21,
               2005 (filing date January 27, 2005).

          (d)  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 the Thrift  Plan
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 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.

                                      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
Thrift 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 Thrift Plan under  Section 401 of the
Internal Revenue Code 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
                    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.


                                      II-3


     (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 March 11, 2005.

                                        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 11, 2005 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

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


                                      II-5


<PAGE>


(iv) Directors - continued:


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

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

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

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

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

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

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

          *
-----------------------
     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 February 24, 2005.


                                      II-6


<PAGE>


Pursuant to the  requirements of the Securities Act of 1933, the  administrators
of the Time Warner Thrift 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 March 11, 2005.

                                             TIME WARNER THRIFT 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 March 11, 2005 in the
capacities indicated.

Members of the Committee Administering the Time Warner Thrift 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  By-laws of the  Registrant as of January 22, 2004                         *
     (incorporated  herein by reference to Exhibit 3.2 to
     the Registrant's Annual Report on Form 10-K for
     the fiscal year ended December 31, 2003).

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 Time Warner Thrift 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 Time Warner Thrift Plan (incorporated  herein by
     reference  to Exhibit  24.2 to the Registrant's
     2003 Registration Statement).

* Incorporated by reference

                                      II-8
[{"type": "S-8", "sequence": "1", "filename": "s05-03thriftplan.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 25894}]
{"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": "333-123278", "film-number": "05676157"}, "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-

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

                       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 Thrift 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
------------------------------- ------------------- --------------------- ----------------------- --------------------
     Title of securities to      Amount to be          Proposed maximum       Proposed maximum         Amount of
     be registered               registered (1)        offering price per     aggregate offering       registration fee
                                                       share (2)              price (2)
------------------------------- ------------------- --------------------- ----------------------- --------------------
     Common Stock,
     $.01 par value per share      5,000,000               $17.71              $88,550,000                $10,422.34
------------------------------- ------------------- --------------------- ----------------------- --------------------
(1)  The number of shares of common  stock,  par value  $.01 per share  ("Common
     Stock"),  stated above consists of the aggregate number of shares which may
     be issued  pursuant to the benefit plan listed  above (the "Thrift  Plan").
     The  maximum  number of shares  which may be issued  pursuant to the Thrift
     Plan is subject to adjustment in accordance with certain  anti-dilution and
     other  provisions  of such Thrift 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 which may be issued pursuant to
     the Thrift 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 Thrift 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 for March 8, 2005, on which day
     such average was $17.71.
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,  issuable under
the  Time  Warner  Thrift  Plan  (the  "Thrift  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, and the Registration
Statement on Form S-8 (Registration No. 333-102787) as filed with the Securities
and Exchange Commission on January 29, 2003 (the "2003 Registration Statement"),
as each of them relates to the Thrift 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
Thrift 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).  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, 2004 (filing date March 11, 2005).

          (b)  The Annual  Report on Form 11-K of the  Thrift  Plan for the year
               ended December 31, 2003 (filing date June 28, 2004).

          (c)  The  Registrant's  Current  Report on Form 8-K dated  January 21,
               2005 (filing date January 27, 2005).

          (d)  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 the Thrift  Plan
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 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.

                                      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
Thrift 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 Thrift Plan under  Section 401 of the
Internal Revenue Code 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
                    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.

                                      II-3

     (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 March 11, 2005.

                                        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 11, 2005 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

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

                                      II-5
(iv) Directors - continued:

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

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

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

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

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

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

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

          *
-----------------------
     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 February 24, 2005.

                                      II-6
Pursuant to the  requirements of the Securities Act of 1933, the  administrators
of the Time Warner Thrift 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 March 11, 2005.

                                             TIME WARNER THRIFT 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 March 11, 2005 in the
capacities indicated.

Members of the Committee Administering the Time Warner Thrift 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  By-laws of the  Registrant as of January 22, 2004                         *
     (incorporated  herein by reference to Exhibit 3.2 to
     the Registrant's Annual Report on Form 10-K for
     the fiscal year ended December 31, 2003).

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 Time Warner Thrift 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 Time Warner Thrift Plan (incorporated  herein by
     reference  to Exhibit  24.2 to the Registrant's
     2003 Registration Statement).

* Incorporated by reference

                                      II-8