Registration No. 333-


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


                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933


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

                                TWC Savings Plan
                            (Full Title of the Plan)

                                PAUL T. CAPPUCCIO
                  Executive Vice President and General Counsel
                                Time Warner Inc.
                             One Time Warner Center
                            New York, New York 10019
                                 (212) 484-8000
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)
Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
    Large accelerated filer |X|                   Accelerated filer [ ]
    Non-accelerated filer [ ]                     Smaller reporting company [ ]

                         CALCULATION OF REGISTRATION FEE
-------------- ------------- ------------- ---------------- ---------------
                               Proposed     Proposed
                               maximum      maximum
Title of        Amount to be   offering     aggregate        Amount of
securities      registered     price        offering         registration fee
to be           (1)            per share    price (2)
registered                     (2)
--------------- ------------- ------------- --------------- -----------------
--------------- ------------- ------------- --------------- -----------------
Common Stock,
$.01 par value    5,000,000      $7.97      $39,850,000      $1,566.11
per share
--------------- ------------- ------------- --------------- ------------------

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

(2)       Estimated  solely for purposes of  determining  the  registration  fee
          pursuant  to  the  provisions  of  Rules  457(c)  and  (h)  under  the
          Securities  Act  based on the  average  of high and low  prices of the
          Common Stock as reported on the New York Stock Exchange Composite Tape
          on February 18, 2009, which was $7.97 per share.





                                EXPLANATORY NOTE

Time Warner Inc. (the "Registrant") hereby files this Registration Statement on
Form S-8 relating to its Common Stock, par value $.01 per share, issuable under
the TWC Savings Plan as amended from time to time (the "TWC Plan"). The contents
of the Registration Statement on Form S-8 (Registration No. 333-53574) as filed
with the Securities and Exchange Commission (the "Commission") on January 11,
2001, the Registration Statement on Form S-8 (Registration No. 333-102787) as
filed with the Commission on January 29, 2003 and the Registration Statement on
Form S-8 (Registration No. 333-116118) as filed with the Commission on June 3,
2004, as each of them relates to the TWC 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 TWC
Plan.



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1) under the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not being filed with
the Commission either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.




                                       I-1




                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

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

          (a)  The  Registrant's  Annual  Report on Form 10-K for the year ended
               December 31, 2008 (filing date February 20, 2009).

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

                           None

          (c)  The Annual Report on Form 11-K of the TWC Plan for the year ended
               December 31, 2007 (filing date June 26, 2008).

          (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 pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports on
Form 8-K furnishing information pursuant to Items 2.02 and 7.01, including any
exhibits included with such information) prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and shall be deemed a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein and to be a part hereof shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.






                                      II-1





Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Section 145(a) of the General Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other than an action
by or in the right of the corporation, because the person is or was a director
or officer of the corporation. Such indemnity may be against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action, suit or
proceeding, if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and if, with respect to any criminal action or proceeding, the
person did not have reasonable cause to believe the person's conduct was
unlawful.

         Section 145(b) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor because the person is or was a director or officer of the
corporation, against any expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
be indemnified for such expenses which the Court of Chancery or such other court
shall deem proper.

         Section 145(g) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the corporation
against any liability asserted against the person in any such capacity, or
arising out of the person's status as such, whether or not the corporation would
have the power to indemnify the person against such liability under the
provisions of Section 145 of the Delaware Corporation Law.

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


                                      II-2




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

         The Registrant's Directors' and Officers' Liability and Reimbursement
Insurance Policy is designed to reimburse the Registrant for payments made by it
pursuant to the foregoing indemnification.

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 TWC 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 TWC Plan under Section 401 of the
Internal Revenue Code of 1986, as amended.

Item 9.  Undertakings.
         ------------

         (a) The Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement;

                   (i)  To include any prospectus  required by Section 10(a)(3)
                        of the Securities Act of 1933;

                   (ii) To  reflect  in the  prospectus  any  facts  or  events
                        arising  after the effective  date of the  Registration
                        Statement (or the most recent post-effective  amendment
                        thereof)  which,  individually  or  in  the  aggregate,
                        represent a fundamental  change in the  information set
                        forth in the  Registration  Statement.  Notwithstanding
                        the  foregoing,  any  increase or decrease in volume of
                        securities  offered  (if  the  total  dollar  value  of
                        securities  offered  would not  exceed  that  which was
                        registered)  and any deviation from the low or high end
                        of  the  estimated   maximum   offering  range  may  be
                        reflected  in the form of a  prospectus  filed with the
                        Commission   pursuant   to  Rule   424(b)  if,  in  the
                        aggregate, the changes in volume and price represent no
                        more than a 20 percent change in the maximum  aggregate
                        offering  price  set  forth  in  the   "Calculation  of
                        Registration  Fee" table in the effective  Registration
                        Statement;

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

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

                                      II-3

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

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

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

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

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

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

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

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


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

     (h) Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.



                                      II-4






                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on February 20, 2009.

                                TIME WARNER INC.


                                By:  /s/ John K. Martin, Jr.
                                     ------------------------------------------
                                         Name:  John K. Martin, Jr.
                                         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 February , 2009 in the
capacities indicated.

         Signature                                Title
         ---------                                -----
(i)     /s/ Jeffrey L. Bewkes         Principal Executive Officer, Director and
        ----------------------        Chairman of the Board and
        Jeffrey L. Bewkes             Chief Executive Officer




(ii)   /s/ John K. Martin, Jr.        Principal Financial Officer, Executive
       ------------------------       Vice President and Chief Financial Officer
       John K. Martin, Jr.



(iii)   /s/ Pascal Desroches          Senior Vice President and Controller
        ------------------------
        Pascal Desroches


Directors:


         *
------------------------------------
Herbert M. Allison, Jr.


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



                                      II-5






(iv) Directors - continued:


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

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

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

         *
------------------------------------
Mathias Dopfner

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

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

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

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


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

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



By:   /s/ John K. Martin, Jr.
    --------------------------------
      Name:  John K. Martin, Jr.
             Attorney-In-Fact



* Pursuant to Powers of Attorney dated
  February 19, 2009.


                                      II-6







                                                     SIGNATURES

         Plan. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the TWC Savings Plan (the persons who administer the
employee benefit plan) have duly caused this registration statement to be signed
on its behalf by the undersigned thereunto duly authorized in the city of
Charlotte, State of North Carolina on February 20, 2009.

TWC SAVINGS PLAN                        MEMBERS OF THE COMMITTEE
                                        ADMINISTERING THE TWC SAVINGS PLAN


By:  /s/ Tomas Mathews                       /s/ Patricia Berry
     ----------------                        ---------------------------------
      Name: Tomas Mathews                    Patricia Berry
            Chair, Administrative
            Committee                        /s/ Steve Hershfield
            Time Warner Cable                ----------------------------------
                                             Steven Hershfield

                                             /s/ Tomas Mathews
                                             -----------------------------------
                                            Tomas Mathews

                                             /s/ Michael Stravino
                                             ----------------------------------
                                             Michael Stravino















                                      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 July 27, 2007
      (incorporated herein by reference to Exhibit 3.4 to the Registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 2007).

4.2   Certificate of Amendment, dated June 4, 2008, to the Registrant's        *
      Restated Certificate of  Incorporation, as filed with the Secretary of
      State of Delaware on June 4, 2008 (incorporated herein by reference to
      Exhibit 3.1 to the Registrant's Current Report on Form 8-K
      dated June 4, 2008


4.3   By-laws of the Registrant as amended through February 19, 2009
      (incorporated herein by reference to Exhibit 3.3 to the                 *
      Registrant's Annual Report on Form 10-K for the year
      ended December 31, 2008).

 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 TWC Savings Plan).

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

24    Power of Attorney


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







                                      II-8
[{"type": "S-8", "sequence": "1", "filename": "s09-02_20twcs8.txt", "description": "TWC SAVINGS PLAN", "secsgml_size_bytes": 26048}]
{"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": "333-157448", "film-number": "09625563"}, "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": "TIME WARNER INC", "date-changed": "20031015"}, {"former-conformed-name": "AOL TIME WARNER INC", "date-changed": "20000208"}]}
Registration No. 333-

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                                TWC Savings Plan
                            (Full Title of the Plan)

                                PAUL T. CAPPUCCIO
                  Executive Vice President and General Counsel
                                Time Warner Inc.
                             One Time Warner Center
                            New York, New York 10019
                                 (212) 484-8000
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)
Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
    Large accelerated filer |X|                   Accelerated filer [ ]
    Non-accelerated filer [ ]                     Smaller reporting company [ ]

                         CALCULATION OF REGISTRATION FEE
-------------- ------------- ------------- ---------------- ---------------
                               Proposed     Proposed
                               maximum      maximum
Title of        Amount to be   offering     aggregate        Amount of
securities      registered     price        offering         registration fee
to be           (1)            per share    price (2)
registered                     (2)
--------------- ------------- ------------- --------------- -----------------
--------------- ------------- ------------- --------------- -----------------
Common Stock,
$.01 par value    5,000,000      $7.97      $39,850,000      $1,566.11
per share
--------------- ------------- ------------- --------------- ------------------

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

(2)       Estimated  solely for purposes of  determining  the  registration  fee
          pursuant  to  the  provisions  of  Rules  457(c)  and  (h)  under  the
          Securities  Act  based on the  average  of high and low  prices of the
          Common Stock as reported on the New York Stock Exchange Composite Tape
          on February 18, 2009, which was $7.97 per share.

                                EXPLANATORY NOTE

Time Warner Inc. (the "Registrant") hereby files this Registration Statement on
Form S-8 relating to its Common Stock, par value $.01 per share, issuable under
the TWC Savings Plan as amended from time to time (the "TWC Plan"). The contents
of the Registration Statement on Form S-8 (Registration No. 333-53574) as filed
with the Securities and Exchange Commission (the "Commission") on January 11,
2001, the Registration Statement on Form S-8 (Registration No. 333-102787) as
filed with the Commission on January 29, 2003 and the Registration Statement on
Form S-8 (Registration No. 333-116118) as filed with the Commission on June 3,
2004, as each of them relates to the TWC 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 TWC
Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1) under the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not being filed with
the Commission either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

                                       I-1

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

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

          (a)  The  Registrant's  Annual  Report on Form 10-K for the year ended
               December 31, 2008 (filing date February 20, 2009).

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

                           None

          (c)  The Annual Report on Form 11-K of the TWC Plan for the year ended
               December 31, 2007 (filing date June 26, 2008).

          (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 pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports on
Form 8-K furnishing information pursuant to Items 2.02 and 7.01, including any
exhibits included with such information) prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and shall be deemed a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein and to be a part hereof shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                                      II-1

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Section 145(a) of the General Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other than an action
by or in the right of the corporation, because the person is or was a director
or officer of the corporation. Such indemnity may be against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action, suit or
proceeding, if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and if, with respect to any criminal action or proceeding, the
person did not have reasonable cause to believe the person's conduct was
unlawful.

         Section 145(b) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor because the person is or was a director or officer of the
corporation, against any expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
be indemnified for such expenses which the Court of Chancery or such other court
shall deem proper.

         Section 145(g) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the corporation
against any liability asserted against the person in any such capacity, or
arising out of the person's status as such, whether or not the corporation would
have the power to indemnify the person against such liability under the
provisions of Section 145 of the Delaware Corporation Law.

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

                                      II-2

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

         The Registrant's Directors' and Officers' Liability and Reimbursement
Insurance Policy is designed to reimburse the Registrant for payments made by it
pursuant to the foregoing indemnification.

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 TWC 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 TWC Plan under Section 401 of the
Internal Revenue Code of 1986, as amended.

Item 9.  Undertakings.
         ------------

         (a) The Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement;

                   (i)  To include any prospectus  required by Section 10(a)(3)
                        of the Securities Act of 1933;

                   (ii) To  reflect  in the  prospectus  any  facts  or  events
                        arising  after the effective  date of the  Registration
                        Statement (or the most recent post-effective  amendment
                        thereof)  which,  individually  or  in  the  aggregate,
                        represent a fundamental  change in the  information set
                        forth in the  Registration  Statement.  Notwithstanding
                        the  foregoing,  any  increase or decrease in volume of
                        securities  offered  (if  the  total  dollar  value  of
                        securities  offered  would not  exceed  that  which was
                        registered)  and any deviation from the low or high end
                        of  the  estimated   maximum   offering  range  may  be
                        reflected  in the form of a  prospectus  filed with the
                        Commission   pursuant   to  Rule   424(b)  if,  in  the
                        aggregate, the changes in volume and price represent no
                        more than a 20 percent change in the maximum  aggregate
                        offering  price  set  forth  in  the   "Calculation  of
                        Registration  Fee" table in the effective  Registration
                        Statement;

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

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

                                      II-3

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

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

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

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

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

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

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

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

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

     (h) Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

                                      II-4

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on February 20, 2009.

                                TIME WARNER INC.

                                By:  /s/ John K. Martin, Jr.
                                     ------------------------------------------
                                         Name:  John K. Martin, Jr.
                                         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 February , 2009 in the
capacities indicated.

         Signature                                Title
         ---------                                -----
(i)     /s/ Jeffrey L. Bewkes         Principal Executive Officer, Director and
        ----------------------        Chairman of the Board and
        Jeffrey L. Bewkes             Chief Executive Officer

(ii)   /s/ John K. Martin, Jr.        Principal Financial Officer, Executive
       ------------------------       Vice President and Chief Financial Officer
       John K. Martin, Jr.

(iii)   /s/ Pascal Desroches          Senior Vice President and Controller
        ------------------------
        Pascal Desroches

Directors:

         *
------------------------------------
Herbert M. Allison, Jr.

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

                                      II-5

(iv) Directors - continued:

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

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

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

         *
------------------------------------
Mathias Dopfner

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

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

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

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

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

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

By:   /s/ John K. Martin, Jr.
    --------------------------------
      Name:  John K. Martin, Jr.
             Attorney-In-Fact

* Pursuant to Powers of Attorney dated
  February 19, 2009.

                                      II-6

                                                     SIGNATURES

         Plan. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the TWC Savings Plan (the persons who administer the
employee benefit plan) have duly caused this registration statement to be signed
on its behalf by the undersigned thereunto duly authorized in the city of
Charlotte, State of North Carolina on February 20, 2009.

TWC SAVINGS PLAN                        MEMBERS OF THE COMMITTEE
                                        ADMINISTERING THE TWC SAVINGS PLAN

By:  /s/ Tomas Mathews                       /s/ Patricia Berry
     ----------------                        ---------------------------------
      Name: Tomas Mathews                    Patricia Berry
            Chair, Administrative
            Committee                        /s/ Steve Hershfield
            Time Warner Cable                ----------------------------------
                                             Steven Hershfield

                                             /s/ Tomas Mathews
                                             -----------------------------------
                                            Tomas Mathews

                                             /s/ Michael Stravino
                                             ----------------------------------
                                             Michael Stravino

                                      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 July 27, 2007
      (incorporated herein by reference to Exhibit 3.4 to the Registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 2007).

4.2   Certificate of Amendment, dated June 4, 2008, to the Registrant's        *
      Restated Certificate of  Incorporation, as filed with the Secretary of
      State of Delaware on June 4, 2008 (incorporated herein by reference to
      Exhibit 3.1 to the Registrant's Current Report on Form 8-K
      dated June 4, 2008

4.3   By-laws of the Registrant as amended through February 19, 2009
      (incorporated herein by reference to Exhibit 3.3 to the                 *
      Registrant's Annual Report on Form 10-K for the year
      ended December 31, 2008).

 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 TWC Savings Plan).

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

24    Power of Attorney

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

                                      II-8