Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

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

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


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

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

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

                        AOL Europe S.A. Stock Option Plan
                            (Full Title of the Plan)

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

                                PAUL T. CAPPUCCIO
             Executive Vice President, General Counsel and Secretary
                              AOL Time Warner Inc.
                              75 Rockefeller Plaza
                            New York, New York 10019
                                 (212) 484-8000
(Name, address,  including zip code, and telephone number,  including area code,
 of agent for service)
<TABLE>
<CAPTION>
<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         8,779,595             $40.800270           $358,209,846.40          $32,955.31

- ---------------------------- ------------------- ----------------------- ---------------------- ----------------------
</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
     plan listed above (the "Plan").  The maximum  number of shares which may be
     sold  upon  exercise  of  options  granted  under the Plan 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 granted under the AOL Europe S.A.
Stock Option Plan (the "Plan"),  which Plan was 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 year
                ended December 31, 2001 (filing date March 25, 2002).

     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 March 21, 2002 (which is            *
           incorporated herein by reference to Exhibit 3(ii) of the
           Registrant's Annual Report on Form 10-K for the year ended
           December 31, 2001).

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

23.1       Consent of Ernst & Young LLP, Independent Auditors.

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

24         Powers of Attorney.



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














                                      II-5


<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the registrant has
duly caused this  Registration  Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on March 25, 2002.

                                              AOL TIME WARNER INC.


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



Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement  has been  signed by the  following  persons on March 25,  2002 in the
capacities indicated.

               Signature                           Title

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

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


(iii)  Principal Accounting Officer                Vice President and Controller

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


(iv)     Directors:

 /s/ Daniel F. Akerson
- -------------------------------------
          Daniel F. Akerson

 /s/ James L. Barksdale
- --------------------------------------
         James L. Barksdale

 /s/ Stephen F. Bollenbach
- --------------------------------------
       Stephen F. Bollenbach

 /s/ Stephen M. Case
- --------------------------------------
          Stephen M. Case


                                     II-6

<PAGE>


(iv)          Directors - continued:


 /s/ Frank J. Caufield
- ---------------------------------------
           Frank J. Caufield

 /s/ Miles R. Gilburne
- ---------------------------------------
          Miles R. Gilburne

 /s/ Carla A. Hills
- ---------------------------------------
           Carla A. Hills

 /s/ Reuben Mark
- ---------------------------------------
            Reuben Mark

 /s/ Michael A. Miles
- ---------------------------------------
          Michael A. Miles

 /s/ Kenneth J. Novack
- ---------------------------------------
          Kenneth J. Novack

 /s/ Richard D. Parsons
- ---------------------------------------
          Richard D. Parsons

 /s/ Robert W. Pittman
- ---------------------------------------
           Robert W. Pittman

 /s/ Franklin D. Raines
- ---------------------------------------
          Franklin D. Raines

 /s/ R. E. Turner
- ---------------------------------------
            R.E. Turner

 /s/ Francis T. Vincent Jr.
- ---------------------------------------
       Francis T. Vincent Jr.


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


* Pursuant to Powers of Attorney dated as of January 17, 2002.








                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "s8aoleurope325.txt", "description": "S-8 AOL EUROPE 3/25", "secsgml_size_bytes": 22383}]
{"company-data": {"conformed-name": "AOL TIME WARNER INC", "cik": "0001105705", "assigned-sic": "7370", "irs-number": "134099534", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84858", "film-number": "02584830"}, "business-address": {"street1": "75 ROCKEFELLER PLAZA", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2124848000"}, "mail-address": {"street1": "75 ROCKEFELLER PLAZA", "city": "NEW YORK", "state": "NY", "zip": "10019"}}
Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

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

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

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

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

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

                        AOL Europe S.A. Stock Option Plan
                            (Full Title of the Plan)

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

                                PAUL T. CAPPUCCIO
             Executive Vice President, General Counsel and Secretary
                              AOL Time Warner Inc.
                              75 Rockefeller Plaza
                            New York, New York 10019
                                 (212) 484-8000
(Name, address,  including zip code, and telephone number,  including area code,
 of agent for service)
CALCULATION OF REGISTRATION FEE
- ---------------------------- ------------------- ----------------------- ---------------------- ----------------------
- ---------------------------- ------------------- ----------------------- ---------------------- ----------------------
                                                     Proposed 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         8,779,595             $40.800270           $358,209,846.40          $32,955.31

- ---------------------------- ------------------- ----------------------- ---------------------- ----------------------
(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
     plan listed above (the "Plan").  The maximum  number of shares which may be
     sold  upon  exercise  of  options  granted  under the Plan 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 granted under the AOL Europe S.A.
Stock Option Plan (the "Plan"),  which Plan was 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 year
                ended December 31, 2001 (filing date March 25, 2002).

     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 March 21, 2002 (which is            *
           incorporated herein by reference to Exhibit 3(ii) of the
           Registrant's Annual Report on Form 10-K for the year ended
           December 31, 2001).

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

23.1       Consent of Ernst & Young LLP, Independent Auditors.

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

24         Powers of Attorney.

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

                                      II-5
SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the registrant has
duly caused this  Registration  Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on March 25, 2002.

                                              AOL TIME WARNER INC.

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

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement  has been  signed by the  following  persons on March 25,  2002 in the
capacities indicated.

               Signature                           Title

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

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

(iii)  Principal Accounting Officer                Vice President and Controller

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

(iv)     Directors:

 /s/ Daniel F. Akerson
- -------------------------------------
          Daniel F. Akerson

 /s/ James L. Barksdale
- --------------------------------------
         James L. Barksdale

 /s/ Stephen F. Bollenbach
- --------------------------------------
       Stephen F. Bollenbach

 /s/ Stephen M. Case
- --------------------------------------
          Stephen M. Case

                                     II-6
(iv)          Directors - continued:

 /s/ Frank J. Caufield
- ---------------------------------------
           Frank J. Caufield

 /s/ Miles R. Gilburne
- ---------------------------------------
          Miles R. Gilburne

 /s/ Carla A. Hills
- ---------------------------------------
           Carla A. Hills

 /s/ Reuben Mark
- ---------------------------------------
            Reuben Mark

 /s/ Michael A. Miles
- ---------------------------------------
          Michael A. Miles

 /s/ Kenneth J. Novack
- ---------------------------------------
          Kenneth J. Novack

 /s/ Richard D. Parsons
- ---------------------------------------
          Richard D. Parsons

 /s/ Robert W. Pittman
- ---------------------------------------
           Robert W. Pittman

 /s/ Franklin D. Raines
- ---------------------------------------
          Franklin D. Raines

 /s/ R. E. Turner
- ---------------------------------------
            R.E. Turner

 /s/ Francis T. Vincent Jr.
- ---------------------------------------
       Francis T. Vincent Jr.

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

* Pursuant to Powers of Attorney dated as of January 17, 2002.

                                      II-7