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 Time Warner Savings Plan
                           AOL Time Warner Thrift Plan
                                TWC Savings 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
--------------------------------------------------------------------------------
<TABLE>
 <S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                     Proposed            Proposed
                                                     maximum             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    30,000,000                $13.64          $409,200,000.00        $37,646.40
------------------------   ------------------   ------------------   -----------------   ----------------
</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  purchased  and/or  issued  pursuant to the benefit  plans  listed above
     (collectively, the  "Plans").  The  maximum  number of shares  which may be
     purchased  and/or issued pursuant to the Plans are subject to adjustment in
     accordance with certain  anti-dilution  and other provisions of such Plans.
     Accordingly,  pursuant  to Rule 416 under the  Securities  Act of 1933,  as
     amended (the "Securities  Act"),  this  Registration  Statement  covers, in
     addition to the number of shares stated above, an  indeterminate  number of
     shares which may be purchased and/or issued pursuant to the Plans after the
     operation  of any such  anti-dilution  and other  provisions.  In addition,
     pursuant to the Rule 416(c) under the  Securities  Act,  this  Registration
     Statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to such Plans.

(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 January 28, 2003, on which day
     such average was $13.64.



<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,  issuable
under  each of the  employee  benefit  plans  listed  below  (collectively,  the
"Plans").  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, as it relates to the Plans, is hereby incorporated by reference to the
extent not replaced hereby.

This  Registration  Statement  relates  to the  Common  Stock of the  Registrant
issuable under the following Plans:

        o   16,000,000 shares issuable under the AOL Time Warner Savings Plan,
        o    8,000,000 shares issuable under the AOL Time Warner Thrift Plan,
        o    6,000,000 shares issuable under the TWC Savings Plan

and an indeterminate amount of interests issuable under each of the Plans.

                                     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, 2001 (filing  date March 25,  2002),  as amended by
               Amendment  No. 1 on Form  10-K/A  (filing  date March 26,  2002),
               Amendment  No. 2 on Form 10-K/A  (filing  date June 28, 2002) and
               Amendment No. 3 on Form 10-K/A (filing date January 28, 2003).

          (b)  The  Annual  Report on Form 11-K of the AOL Time  Warner  Savings
               Plan for the year ended  December  31, 2001 (filing date June 28,
               2002).

          (c)  The Annual Report on Form 11-K of the AOL Time Warner Thrift Plan
               for the year ended December 31, 2001 (filing date June 28, 2002).

          (d)  The Annual  Report on Form 11-K of the TWC  Savings  Plan for the
               year ended December 31, 2001 (filing date June 28, 2002).

          (e)  The Registrant's  Quarterly Reports on Form 10-Q for the quarters
               ended:

               o    March 31,  2002  (filing  date May 6,  2002),  as amended by
                    Amendment  No. 1 on Form 10-Q/A  (filing date January  28,
                    2003)
               o    June 30, 2002 (filing date August 14,  2002),  as amended by
                    Amendment  No. 1 on Form 10-Q/A  (filing date January  28,
                    2003)
               o    September 30, 2002 (filing date November 14, 2002)

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

               o    June 24,  2002  (filing  date June 24, 2002)
               o    July 8, 2002 (filing date July 11, 2002)
               o    August 21, 2002 (filing date August 21, 2002)
               o    October  23, 2002  (filing  date  October 23, 2002)
                    (Item 5 only)
               o    December 31, 2002 (filing date January 14, 2003)
               o    January 12, 2003 (filing date January 14, 2003)
               o    January 16, 2003 (filing date January 23, 2003)

          (g)  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 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.


                                      II-1



<PAGE>






Item 4.  Description of Securities.

         Not applicable.


tem 5.   Interests of Named Experts and Counsel.

         Not applicable

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

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

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


                                      II-2

<PAGE>



Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

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

     The Registrant  hereby undertakes that it will submit or has submitted each
of the Plans 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 Plans under Section 401 of the Internal
Revenue Service Code 1986, as amended.

Item 9.       Undertakings

       (a) The Registrant hereby undertakes:

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

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

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

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

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

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

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






                                      II-3

<PAGE>

          (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.

          (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  July  18,  2002  (which  are  *
            incorporated herein by reference to Exhibit 3 of the Registrant's
            Quarterly Report on Form 10-Q for quarter ended June 30, 2002, as
            amended).

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

23.1        Consent of Ernst & Young LLP, Independent Auditors.

23.2        Consent of Ernst & Young LLP, Independent Auditors (with
            respect to Time Warner Telecom Inc.).

23.3        Consent of Ernst & Young LLP, Independent Auditors (with
            respect to the TWC Savings Plans).

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

24.1        Powers of Attorney.

24.2        Powers of Attorney for the Administrative  Committees of the
            AOL Time Warner  Savings Plan and the AOL Time Warner Thrift
            Plan.

24.3        Powers of Attorney for the  Administrative  Committee of the
            TWC Savings Plan.



-------------------------------------
* 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 January 29, 2003.

                                         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 January 29, 2003 in
the  capacities indicated.


                  Signature                         Title
                  ---------                         -----
(i)      Principal Executive Officer                Director 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:

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

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

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

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








                                      II-6






<PAGE>


(iv)     Directors - continued:


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

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

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

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

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

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

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

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

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


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


* Pursuant to Powers of Attorney dated
  as of November 21, 2002.












                                      II-7


<PAGE>







Pursuant to the  requirements of the Securities Act of 1933, the  administrators
of the AOL Time Warner  Savings  Plan and the AOL Time  Warner  Thrift Plan have
duly caused this Registration Statement on Form S-8 to be signed on their behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on January 29, 2003.

                                                    AOL TIME WARNER SAVINGS PLAN


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


                                                     AOL TIME WARNER THRIFT PLAN


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


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  has  been  signed  by the  following  persons  on January 29, 2003 in
the  capacities indicated.

Members of the Committee  Administering the AOL Time Warner Savings Plan and the
AOL Time Warner Thrift Plan.

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


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




















                                      II-8


<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 Stamford, State of Connecticut, on January 29, 2003.


                                                      TWC SAVINGS PLAN


                                                      By: /s/ Landel C. Hobbs
                                                         -----------------------
                                                         Name:  Landel C. Hobbs
                                                         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 January 29, 2003 in
the  capacities indicated.

Members of the Committee administering the TWC Savings Plan

Glenn A. Britt
Charles W. Ellis
Landel C. Hobbs
Beth A. Wann



By: /s/ Landel C. Hobbs
   ------------------------
   Name:  Landel C. Hobbs
   Title: Attorney-in-Fact






























                                      II-9
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{"company-data": {"conformed-name": "AOL 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": "333-102787", "film-number": "03529306"}, "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 Time Warner Savings Plan
                           AOL Time Warner Thrift Plan
                                TWC Savings 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            Proposed
                                                     maximum             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    30,000,000                $13.64          $409,200,000.00        $37,646.40
------------------------   ------------------   ------------------   -----------------   ----------------
(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  purchased  and/or  issued  pursuant to the benefit  plans  listed above
     (collectively, the  "Plans").  The  maximum  number of shares  which may be
     purchased  and/or issued pursuant to the Plans are subject to adjustment in
     accordance with certain  anti-dilution  and other provisions of such Plans.
     Accordingly,  pursuant  to Rule 416 under the  Securities  Act of 1933,  as
     amended (the "Securities  Act"),  this  Registration  Statement  covers, in
     addition to the number of shares stated above, an  indeterminate  number of
     shares which may be purchased and/or issued pursuant to the Plans after the
     operation  of any such  anti-dilution  and other  provisions.  In addition,
     pursuant to the Rule 416(c) under the  Securities  Act,  this  Registration
     Statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to such Plans.

(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 January 28, 2003, on which day
     such average was $13.64.
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,  issuable
under  each of the  employee  benefit  plans  listed  below  (collectively,  the
"Plans").  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, as it relates to the Plans, is hereby incorporated by reference to the
extent not replaced hereby.

This  Registration  Statement  relates  to the  Common  Stock of the  Registrant
issuable under the following Plans:

        o   16,000,000 shares issuable under the AOL Time Warner Savings Plan,
        o    8,000,000 shares issuable under the AOL Time Warner Thrift Plan,
        o    6,000,000 shares issuable under the TWC Savings Plan

and an indeterminate amount of interests issuable under each of the Plans.

                                     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, 2001 (filing  date March 25,  2002),  as amended by
               Amendment  No. 1 on Form  10-K/A  (filing  date March 26,  2002),
               Amendment  No. 2 on Form 10-K/A  (filing  date June 28, 2002) and
               Amendment No. 3 on Form 10-K/A (filing date January 28, 2003).

          (b)  The  Annual  Report on Form 11-K of the AOL Time  Warner  Savings
               Plan for the year ended  December  31, 2001 (filing date June 28,
               2002).

          (c)  The Annual Report on Form 11-K of the AOL Time Warner Thrift Plan
               for the year ended December 31, 2001 (filing date June 28, 2002).

          (d)  The Annual  Report on Form 11-K of the TWC  Savings  Plan for the
               year ended December 31, 2001 (filing date June 28, 2002).

          (e)  The Registrant's  Quarterly Reports on Form 10-Q for the quarters
               ended:

               o    March 31,  2002  (filing  date May 6,  2002),  as amended by
                    Amendment  No. 1 on Form 10-Q/A  (filing date January  28,
                    2003)
               o    June 30, 2002 (filing date August 14,  2002),  as amended by
                    Amendment  No. 1 on Form 10-Q/A  (filing date January  28,
                    2003)
               o    September 30, 2002 (filing date November 14, 2002)

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

               o    June 24,  2002  (filing  date June 24, 2002)
               o    July 8, 2002 (filing date July 11, 2002)
               o    August 21, 2002 (filing date August 21, 2002)
               o    October  23, 2002  (filing  date  October 23, 2002)
                    (Item 5 only)
               o    December 31, 2002 (filing date January 14, 2003)
               o    January 12, 2003 (filing date January 14, 2003)
               o    January 16, 2003 (filing date January 23, 2003)

          (g)  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 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.

                                      II-1
Item 4.  Description of Securities.

         Not applicable.

tem 5.   Interests of Named Experts and Counsel.

         Not applicable

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

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

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

                                      II-2
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

     The Registrant  hereby undertakes that it will submit or has submitted each
of the Plans 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 Plans under Section 401 of the Internal
Revenue Service Code 1986, as amended.

Item 9.       Undertakings

       (a) The Registrant hereby undertakes:

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

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

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

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

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

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

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

                                      II-3
(b)  The   Registrant   hereby   undertakes   that,  for  purposes  of
               determining  any liability under the Securities Act of 1933, each
               filing of the  Registrant's  annual  report  pursuant  to Section
               13(a) or Section  15(d) of the  Securities  Exchange  Act of 1934
               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
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  July  18,  2002  (which  are  *
            incorporated herein by reference to Exhibit 3 of the Registrant's
            Quarterly Report on Form 10-Q for quarter ended June 30, 2002, as
            amended).

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

23.1        Consent of Ernst & Young LLP, Independent Auditors.

23.2        Consent of Ernst & Young LLP, Independent Auditors (with
            respect to Time Warner Telecom Inc.).

23.3        Consent of Ernst & Young LLP, Independent Auditors (with
            respect to the TWC Savings Plans).

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

24.1        Powers of Attorney.

24.2        Powers of Attorney for the Administrative  Committees of the
            AOL Time Warner  Savings Plan and the AOL Time Warner Thrift
            Plan.

24.3        Powers of Attorney for the  Administrative  Committee of the
            TWC Savings Plan.

-------------------------------------
* 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 January 29, 2003.

                                         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 January 29, 2003 in
the  capacities indicated.

                  Signature                         Title
                  ---------                         -----
(i)      Principal Executive Officer                Director 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:

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

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

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

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

                                      II-6
(iv)     Directors - continued:

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

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

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

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

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

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

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

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

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

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

* Pursuant to Powers of Attorney dated
  as of November 21, 2002.

                                      II-7
Pursuant to the  requirements of the Securities Act of 1933, the  administrators
of the AOL Time Warner  Savings  Plan and the AOL Time  Warner  Thrift Plan have
duly caused this Registration Statement on Form S-8 to be signed on their behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on January 29, 2003.

                                                    AOL TIME WARNER SAVINGS PLAN

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

                                                     AOL TIME WARNER THRIFT PLAN

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

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  has  been  signed  by the  following  persons  on January 29, 2003 in
the  capacities indicated.

Members of the Committee  Administering the AOL Time Warner Savings Plan and the
AOL Time Warner Thrift Plan.

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

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

                                      II-8
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 Stamford, State of Connecticut, on January 29, 2003.

                                                      TWC SAVINGS PLAN

                                                      By: /s/ Landel C. Hobbs
                                                         -----------------------
                                                         Name:  Landel C. Hobbs
                                                         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 January 29, 2003 in
the  capacities indicated.

Members of the Committee administering the TWC Savings Plan

Glenn A. Britt
Charles W. Ellis
Landel C. Hobbs
Beth A. Wann

By: /s/ Landel C. Hobbs
   ------------------------
   Name:  Landel C. Hobbs
   Title: Attorney-in-Fact

                                      II-9