Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

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

        Delaware                                           13-4099534
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification Number)


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

                 75 ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10019
                    (Address of principal executive offices)

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

         Amended and Restated Stock Option Plan for Directors, Officers,
                Employees and Consultants of InfoInterActive Inc.
                                       and
                 2000 Stock Option Plan of InfoInterActive Inc.
                            (Full Title of the Plan)

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

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

<TABLE>
<CAPTION>

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

                         CALCULATION OF REGISTRATION FEE
---------------------------- ------------------- ----------------------- ---------------------- ----------------------

--------------------------- -------------------- ----------------------- ---------------------- ----------------------
                                                     Proposed maximum       Proposed maximum
  Title of securities to        Amount to be        offering price per    aggregate offering          Amount of
       be registered            registered (1)          share (2)              price (2)           registration fee
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
Common Stock,
$.01 par value per share
                                38,050                  $66.75              $2,539,837.50             $634.96
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
</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 sold upon  exercise of options  which have been granted under the option
     plans listed above (the "Plans"). The maximum number of shares which may be
     sold upon  exercise  of  options  granted  under the Plans are  subject  to
     adjustment in accordance with certain anti-dilution and other provisions of
     such Plans.  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 subject to grant or otherwise  issuable after
     the operation of any such anti-dilution and other provisions.
(2)  Estimated  solely for purposes of determining the registration fee pursuant
     to the  provisions of Rule 457(h) under the  Securities  Act based upon the
     price at which the options may be exercised.


<PAGE>




                                EXPLANATORY NOTE

AOL Time Warner Inc. (the "Registrant") hereby files this Registration Statement
on Form S-8 relating to its Common Stock, par value $.01 per share, which may be
sold upon the  exercise  of options ("Options") granted  under the Amended and
Restated Sock Option Plan for Directors, Officers, Employees and Consultants of
InfoInterActive  Inc.  and the 2000 Stock Option Plan of  InfoInterActive  Inc.
(collectively, the "Plans"), which Plans were assumed by the Registrant prior to
the date hereof.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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































                                       I-1


<PAGE>




                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The  following  documents  filed  with  the  Securities  and  Exchange
     Commission  by the  Registrant,  AOL Time  Warner Inc.  (File No.  1-15062)
     pursuant to the Securities Exchange Act of 1934 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  Report on Form 10-K for the transition  period
               ended December 31, 2000 (filing date March 27, 2001),  as amended
               by Form 10-K/A (filing date June 28, 2001) (as amended, the "2000
               Form 10-K");

          (b)  The  Registrant's  Quarterly  Report on Form 10-Q,  as amended by
               Form 10-Q/A,  for the quarter  ended March 31, 2001 (filing dates
               May 15, 2001 and May 16, 2001, respectively);

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

                    o  January 11, 2001 (filing date January 12, 2001)
                    o  January 18, 2001 (filing date January 26, 2001)
                    o  April 18, 2001 (filing date April 19, 2001)

          (d)  The Registrant's Current Reports on Form 8-K/A dated:

                    o  January 11, 2001 (filing date January 26, 2001)
                    o  January 11, 2001 (filing date February 9, 2001)
                    o  January 11, 2001 (filing date March 30, 2001)

          All  documents  subsequently  filed by the  Registrant  or pursuant to
     Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
     of a post-effective  amendment which indicates that all securities  offered
     have been sold or which  deregisters all securities then remaining  unsold,
     shall be deemed to be incorporated  herein by reference and shall be deemed
     a part  hereof  from the date of filing of such  documents.  Any  statement
     contained  in a  document  incorporated  or  deemed to be  incorporated  by
     reference  herein and to be a part hereof shall be deemed to be modified or
     superseded for purposes of this Registration Statement to the extent that a
     statement  contained  herein or in any other  subsequently  filed  document
     which also is or is deemed to be incorporated by reference  herein modifies
     or supersedes such statement.  Any such statement so modified or superseded
     shall not be deemed,  except as so modified or superseded,  to constitute a
     part of this Registration Statement.

Item 4. Description of Securities.

        Not  applicable.

Item 5. Interests of Named Experts and Counsel.

        Not Applicable



                                      II-1


<PAGE>




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.


Item 7.  Exemption from Registration Claimed.

         Not applicable.




                                      II-2


<PAGE>




Item 8. Exhibits.

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

Item 9. Undertakings

       (a) The 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
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          Registration Statement.


               (iii)To include any material information with respect to the plan
          of distribution not previously disclosed in the Registration Statement
          or any  material  change  to  such  information  in  the  registration
          statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     this  Registration  Statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
     Securities  Exchange Act of 1934 that are  incorporated by reference in the
     Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  Registration  Statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The Registrant  hereby undertakes that, for purposes of determining any
     liability under the Securities Act of 1933, each filing of the Registrant's
     annual report  pursuant to Section 13(a) or Section 15(d) of the Securities
     Exchange Act of 1934 that is incorporated by reference in the  Registration
     Statement shall be deemed to be a new  registration  statement  relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.



                                      II-3


<PAGE>




     (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>



                                  EXHIBIT INDEX


Exhibit
Number                         Description of Exhibit

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

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

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

4.4 By-laws of the  Registrant  as of January 18,  2001                        *
    (which is incorporated herein by reference to Exhibit 3(ii)
    of the  Registrant's  Report on Form 10-K for the transition
    period ended December 31, 2000).

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

23.1 Consents of Ernst & Young LLP.

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

24   Powers of Attorney.




* incorporated by reference








                                      II-5


<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the registrant has
duly caused this  Registration  Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on July 23, 2001.

                                           AOL TIME WARNER INC.


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



Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement  has been  signed by the  following  persons  on July 23,  2001 in the
capacities indicated.


                  Signature                        Title

(i)       Principal Executive Officer              Director and
                                                   Chief Executive Officer
                      *
----------------------------------------------
                Gerald M. Levin

(ii)      Principal Financial Officer             Executive Vice President and
                                                  Chief Financial Officer
           /s/ J. Michael Kelly
----------------------------------------------
               J. Michael Kelly


(iii)      Principal Accounting Officer           Vice President and Controller

               /s/ James W. Barge
----------------------------------------------
                 James W. Barge


(iv)     Directors:

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

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

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

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


                                      II-6


<PAGE>


(iv)          Directors - continued:



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

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

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

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

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

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

                     *
----------------------------------------------
            Richard D. Parsons

                     *
----------------------------------------------
             Robert W. Pittman

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

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

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


By:           /s/ J. Michael Kelly
    ------------------------------------------
          Name:   J. Michael Kelly
                  Attorney-In-Fact


* Pursuant to Powers of Attorney dated
  as of July 18, 2001.







                                      II-7
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{"company-data": {"conformed-name": "AOL TIME WARNER INC", "cik": "0001105705", "assigned-sic": "7370", "irs-number": "134099534", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65692", "film-number": "1686713"}, "business-address": {"street1": "75 ROCKEFELLER PLAZA", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2124848000"}, "mail-address": {"street1": "75 ROCKEFELLER PLAZA", "city": "NEW YORK", "state": "NY", "zip": "10019"}}
Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

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

        Delaware                                           13-4099534
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification Number)

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

                 75 ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10019
                    (Address of principal executive offices)

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

         Amended and Restated Stock Option Plan for Directors, Officers,
                Employees and Consultants of InfoInterActive Inc.
                                       and
                 2000 Stock Option Plan of InfoInterActive Inc.
                            (Full Title of the Plan)

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

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

--------------------------- -------------------- ----------------------- ---------------------- ----------------------
                                                     Proposed maximum       Proposed maximum
  Title of securities to        Amount to be        offering price per    aggregate offering          Amount of
       be registered            registered (1)          share (2)              price (2)           registration fee
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
Common Stock,
$.01 par value per share
                                38,050                  $66.75              $2,539,837.50             $634.96
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
(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 sold upon  exercise of options  which have been granted under the option
     plans listed above (the "Plans"). The maximum number of shares which may be
     sold upon  exercise  of  options  granted  under the Plans are  subject  to
     adjustment in accordance with certain anti-dilution and other provisions of
     such Plans.  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 subject to grant or otherwise  issuable after
     the operation of any such anti-dilution and other provisions.
(2)  Estimated  solely for purposes of determining the registration fee pursuant
     to the  provisions of Rule 457(h) under the  Securities  Act based upon the
     price at which the options may be exercised.
EXPLANATORY NOTE

AOL Time Warner Inc. (the "Registrant") hereby files this Registration Statement
on Form S-8 relating to its Common Stock, par value $.01 per share, which may be
sold upon the  exercise  of options ("Options") granted  under the Amended and
Restated Sock Option Plan for Directors, Officers, Employees and Consultants of
InfoInterActive  Inc.  and the 2000 Stock Option Plan of  InfoInterActive  Inc.
(collectively, the "Plans"), which Plans were assumed by the Registrant prior to
the date hereof.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                       I-1
PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The  following  documents  filed  with  the  Securities  and  Exchange
     Commission  by the  Registrant,  AOL Time  Warner Inc.  (File No.  1-15062)
     pursuant to the Securities Exchange Act of 1934 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  Report on Form 10-K for the transition  period
               ended December 31, 2000 (filing date March 27, 2001),  as amended
               by Form 10-K/A (filing date June 28, 2001) (as amended, the "2000
               Form 10-K");

          (b)  The  Registrant's  Quarterly  Report on Form 10-Q,  as amended by
               Form 10-Q/A,  for the quarter  ended March 31, 2001 (filing dates
               May 15, 2001 and May 16, 2001, respectively);

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

                    o  January 11, 2001 (filing date January 12, 2001)
                    o  January 18, 2001 (filing date January 26, 2001)
                    o  April 18, 2001 (filing date April 19, 2001)

          (d)  The Registrant's Current Reports on Form 8-K/A dated:

                    o  January 11, 2001 (filing date January 26, 2001)
                    o  January 11, 2001 (filing date February 9, 2001)
                    o  January 11, 2001 (filing date March 30, 2001)

          All  documents  subsequently  filed by the  Registrant  or pursuant to
     Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
     of a post-effective  amendment which indicates that all securities  offered
     have been sold or which  deregisters all securities then remaining  unsold,
     shall be deemed to be incorporated  herein by reference and shall be deemed
     a part  hereof  from the date of filing of such  documents.  Any  statement
     contained  in a  document  incorporated  or  deemed to be  incorporated  by
     reference  herein and to be a part hereof shall be deemed to be modified or
     superseded for purposes of this Registration Statement to the extent that a
     statement  contained  herein or in any other  subsequently  filed  document
     which also is or is deemed to be incorporated by reference  herein modifies
     or supersedes such statement.  Any such statement so modified or superseded
     shall not be deemed,  except as so modified or superseded,  to constitute a
     part of this Registration Statement.

Item 4. Description of Securities.

        Not  applicable.

Item 5. Interests of Named Experts and Counsel.

        Not Applicable

                                      II-1
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.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      II-2
Item 8. Exhibits.

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

Item 9. Undertakings

       (a) The 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
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          Registration Statement.

               (iii)To include any material information with respect to the plan
          of distribution not previously disclosed in the Registration Statement
          or any  material  change  to  such  information  in  the  registration
          statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     this  Registration  Statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
     Securities  Exchange Act of 1934 that are  incorporated by reference in the
     Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  Registration  Statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The Registrant  hereby undertakes that, for purposes of determining any
     liability under the Securities Act of 1933, each filing of the Registrant's
     annual report  pursuant to Section 13(a) or Section 15(d) of the Securities
     Exchange Act of 1934 that is incorporated by reference in the  Registration
     Statement shall be deemed to be a new  registration  statement  relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

                                      II-3
(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
EXHIBIT INDEX

Exhibit
Number                         Description of Exhibit

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

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

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

4.4 By-laws of the  Registrant  as of January 18,  2001                        *
    (which is incorporated herein by reference to Exhibit 3(ii)
    of the  Registrant's  Report on Form 10-K for the transition
    period ended December 31, 2000).

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

23.1 Consents of Ernst & Young LLP.

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

24   Powers of Attorney.

* incorporated by reference

                                      II-5
SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the registrant has
duly caused this  Registration  Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on July 23, 2001.

                                           AOL TIME WARNER INC.

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

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement  has been  signed by the  following  persons  on July 23,  2001 in the
capacities indicated.

                  Signature                        Title

(i)       Principal Executive Officer              Director and
                                                   Chief Executive Officer
                      *
----------------------------------------------
                Gerald M. Levin

(ii)      Principal Financial Officer             Executive Vice President and
                                                  Chief Financial Officer
           /s/ J. Michael Kelly
----------------------------------------------
               J. Michael Kelly

(iii)      Principal Accounting Officer           Vice President and Controller

               /s/ James W. Barge
----------------------------------------------
                 James W. Barge

(iv)     Directors:

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

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

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

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

                                      II-6
(iv)          Directors - continued:

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

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

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

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

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

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

                     *
----------------------------------------------
            Richard D. Parsons

                     *
----------------------------------------------
             Robert W. Pittman

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

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

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

By:           /s/ J. Michael Kelly
    ------------------------------------------
          Name:   J. Michael Kelly
                  Attorney-In-Fact

* Pursuant to Powers of Attorney dated
  as of July 18, 2001.

                                      II-7