Registration No. 333-

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

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

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

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

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

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


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

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

                                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)

                         CALCULATION OF REGISTRATION FEE

<TABLE>

<CAPTION>

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

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

                                                         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            5,000,000              $17.53              $87,650,000             $9,378.55
------------------------------- ------------------- --------------------- ----------------------- --------------------

</TABLE>

     (1)  The  number  of  shares of  common  stock,  par  value  $.01 per share
          ("Common  Stock"),  stated above  consists of the aggregate  number of
          additional  shares that may be issued  pursuant  to the  benefit  plan
          listed above (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 such 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
          for February 22, 2006, on which day such average was $17.53.


<PAGE>


                                EXPLANATORY NOTE

Time Warner Inc. (the "Registrant") hereby files this Registration  Statement on
Form S-8 relating to its Common Stock, par value $.01 per share,  issuable under
the TWC  Savings  Plan  (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 on January 11, 2001, the Registration  Statement on Form
S-8  (Registration  No.  333-102787)  as filed with the  Securities and Exchange
Commission  on  January  29,  2003 and the  Registration  Statement  on Form S-8
(Registration  No.  333-116118)  as  filed  with  the  Securities  and  Exchange
Commission on June 3, 2004 (the "2004 Registration Statement"),  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).  Such documents are not being
filed  with  the  Securities  and  Exchange  Commission  either  as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. Such  documents and the  documents  incorporated  by reference in this
Registration  Statement  pursuant  to  Item 3 of Part  II of  this  Form,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act of 1933.

                                      I-1
<PAGE>



                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

          (a)  The  Registrant's  Annual  Report on Form 10-K for the year ended
               December 31, 2005 (filing date February 27, 2006).

          (b)  The  Registrant's  Current  Reports on Form 8-K dated January 17,
               2006  (filing  date  January 18,  2006),  dated  January 25, 2006
               (filing date January 31, 2006),  dated  February 15, 2006 (filing
               date February 22, 2006) and dated  February 23, 2006 (filing date
               February 24, 2006).

          (c)  The Annual Report on Form 11-K of the TWC Plan for the year ended
               December 31, 2004 (filing date June 27, 2005).

          (d)  Current  Report on Form 8-K dated  January 11, 2001  (filing date
               January 12,  2001) in which it is reported  that the Common Stock
               of the Registrant is deemed registered  pursuant to Rule 12g-3(c)
               under the Exchange Act.

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


                                      II-1


<PAGE>


Item 4. Description of Securities.

         Not applicable.


Item 5. Interests of Named Experts and Counsel.

         Not applicable


Item 6. Indemnification of Directors and Officers.

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

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

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

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

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

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

                                      II-2

<PAGE>


Item 7. Exemption from Registration Claimed.

         Not applicable.


Item 8. Exhibits.

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

     The Registrant  hereby  undertakes that it will submit or has submitted the
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 1986, as amended.

Item 9. Undertakings.

     (a) The Registrant hereby undertakes:

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

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

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

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

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

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

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

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


                                      II-3


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

               (i)  any  preliminary  prospectus or prospectus of the Registrant
                    relating to the  offering  required to be filed  pursuant to
                    Rule 424 pursuant to the Securities Act;
               (ii) any  free  writing  prospectus   relating  to  the  offering
                    prepared  by or on  behalf  of the  Registrant  or  used  or
                    referred to by the Registrant;
               (iii) the portion of any other free writing  prospectus  relating
                    to the offering  containing  material  information about the
                    Registrant or its securities provided by or on behalf of the
                    Registrant; and
               (iv) any  other  communication  that is an offer in the  offering
                    made by the Registrant to the purchaser.


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

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


                                      II-4


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on February 27, 2006.

                                    TIME WARNER INC.


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




Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the  following  persons on February 27, 2006 in the
capacities indicated.


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

(i) Principal Executive Officer                Director and Chairman of the
                                               Board and Chief Executive Officer
            *
-------------------------------
Richard D. Parsons


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


(iii) Principal Accounting Officer              Senior Vice President and
                                                Controller
/s/ James W. Barge
-------------------------------
James W. Barge


(iv) Directors:


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

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


                                      II-5


<PAGE>


(iv) Directors - continued:


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

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


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


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


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


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


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


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


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


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

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


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


* Pursuant to Powers of Attorney dated
  as of February 23, 2006.


                                      II-6


<PAGE>


     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  the
administrators  of the TWC  Savings  Plan have  duly  caused  this  Registration
Statement on Form S-8 to be signed on their behalf by the undersigned, thereunto
duly  authorized,  in the City of New York,  State of New York,  on February 27,
2006.

                                               TWC SAVINGS PLAN


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




Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the  following  persons on February 27, 2006 in the
capacities indicated.

Members of the Committee Administering the TWC Savings Plan.

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




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


                                      II-7



                                  EXHIBIT INDEX
Exhibit
Number                        Description of Exhibit
------                        ----------------------

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

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

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

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

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

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

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

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

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

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

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

24.1 Powers of Attorney.

24.2 Powers of Attorney for the Administrative Committee of the TWC Savings    *
     Plan  (incorporated   herein  by  reference  to  Exhibit  24.2 to the
     Registrant's 2004 Registration Statement).



                                      II-8
--------------------------
* Incorporated by reference
[{"type": "S-8", "sequence": "1", "filename": "f06-02forms8.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 28332}]
{"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": "333-132070", "film-number": "06647892"}, "business-address": {"street1": "ONE TIME WARNER CENTER", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2124848000"}, "mail-address": {"street1": "ONE TIME WARNER CENTER", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": {"former-conformed-name": "AOL TIME WARNER INC", "date-changed": "20000208"}}
Registration No. 333-

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

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

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

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

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

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

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

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

                                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)

                         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            5,000,000              $17.53              $87,650,000             $9,378.55
------------------------------- ------------------- --------------------- ----------------------- --------------------
(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  benefit  plan
          listed above (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 such 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
          for February 22, 2006, on which day such average was $17.53.
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  (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 on January 11, 2001, the Registration  Statement on Form
S-8  (Registration  No.  333-102787)  as filed with the  Securities and Exchange
Commission  on  January  29,  2003 and the  Registration  Statement  on Form S-8
(Registration  No.  333-116118)  as  filed  with  the  Securities  and  Exchange
Commission on June 3, 2004 (the "2004 Registration Statement"),  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).  Such documents are not being
filed  with  the  Securities  and  Exchange  Commission  either  as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. Such  documents and the  documents  incorporated  by reference in this
Registration  Statement  pursuant  to  Item 3 of Part  II of  this  Form,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act of 1933.

                                      I-1
PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

          (a)  The  Registrant's  Annual  Report on Form 10-K for the year ended
               December 31, 2005 (filing date February 27, 2006).

          (b)  The  Registrant's  Current  Reports on Form 8-K dated January 17,
               2006  (filing  date  January 18,  2006),  dated  January 25, 2006
               (filing date January 31, 2006),  dated  February 15, 2006 (filing
               date February 22, 2006) and dated  February 23, 2006 (filing date
               February 24, 2006).

          (c)  The Annual Report on Form 11-K of the TWC Plan for the year ended
               December 31, 2004 (filing date June 27, 2005).

          (d)  Current  Report on Form 8-K dated  January 11, 2001  (filing date
               January 12,  2001) in which it is reported  that the Common Stock
               of the Registrant is deemed registered  pursuant to Rule 12g-3(c)
               under the Exchange Act.

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

                                      II-1
Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Not applicable

Item 6. Indemnification of Directors and Officers.

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

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

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

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

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

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

                                      II-2
Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

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

     The Registrant  hereby  undertakes that it will submit or has submitted the
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 1986, as amended.

Item 9. Undertakings.

     (a) The Registrant hereby undertakes:

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

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

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

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

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

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

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

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

                                      II-3

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

               (i)  any  preliminary  prospectus or prospectus of the Registrant
                    relating to the  offering  required to be filed  pursuant to
                    Rule 424 pursuant to the Securities Act;
               (ii) any  free  writing  prospectus   relating  to  the  offering
                    prepared  by or on  behalf  of the  Registrant  or  used  or
                    referred to by the Registrant;
               (iii) the portion of any other free writing  prospectus  relating
                    to the offering  containing  material  information about the
                    Registrant or its securities provided by or on behalf of the
                    Registrant; and
               (iv) any  other  communication  that is an offer in the  offering
                    made by the Registrant to the purchaser.

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

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

                                      II-4
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on February 27, 2006.

                                    TIME WARNER INC.

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

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the  following  persons on February 27, 2006 in the
capacities indicated.

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

(i) Principal Executive Officer                Director and Chairman of the
                                               Board and Chief Executive Officer
            *
-------------------------------
Richard D. Parsons

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

(iii) Principal Accounting Officer              Senior Vice President and
                                                Controller
/s/ James W. Barge
-------------------------------
James W. Barge

(iv) Directors:

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

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

                                      II-5
(iv) Directors - continued:

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

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

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

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

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

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

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

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

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

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

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

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

* Pursuant to Powers of Attorney dated
  as of February 23, 2006.

                                      II-6
Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  the
administrators  of the TWC  Savings  Plan have  duly  caused  this  Registration
Statement on Form S-8 to be signed on their behalf by the undersigned, thereunto
duly  authorized,  in the City of New York,  State of New York,  on February 27,
2006.

                                               TWC SAVINGS PLAN

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

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the  following  persons on February 27, 2006 in the
capacities indicated.

Members of the Committee Administering the TWC Savings Plan.

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

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

                                      II-7

                                  EXHIBIT INDEX
Exhibit
Number                        Description of Exhibit
------                        ----------------------

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

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

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

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

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

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

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

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

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

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

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

24.1 Powers of Attorney.

24.2 Powers of Attorney for the Administrative Committee of the TWC Savings    *
     Plan  (incorporated   herein  by  reference  to  Exhibit  24.2 to the
     Registrant's 2004 Registration Statement).

                                      II-8
--------------------------
* Incorporated by reference