Registration No. 333-

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

                       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)

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

                   AOL Time Warner Inc. 1994 Stock Option 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>

------------------------------- ------------------- --------------------- ----------------------- --------------------
        Title of securities to     Amount to be       Proposed maximum       Proposed maximum           Amount of
         be registered             registered (1)    offering price per     aggregate offering          registration fee
                                                      share (2)              price (2)
------------------------------- ------------------- --------------------- ----------------------- --------------------
Common Stock,
$.01 par value per share           246,200,329         $31.163926           $7,672,568,834             $903,061.35
------------------------------- ------------------- --------------------- ----------------------- --------------------

</TABLE>

(1)  The number of shares of common  stock,  par value  $.01 per share  ("Common
     Stock"),  stated above consists of shares which may be issued upon exercise
     of options that have been granted  pursuant to the option plan listed above
     (the "1994  Plan").  The  maximum  number of shares  which may be sold upon
     exercise  of  options  under  the 1994 Plan is  subject  to  adjustment  in
     accordance  with certain  anti-dilution  and other  provisions of such 1994
     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 which may be issued pursuant to the 1994 Plan after the operation of
     any such anti-dilution and other provisions.

(2)  Estimated  solely for purposes of determining the registration fee pursuant
     to the  provisions  of Rules 457(h) under the  Securities  Act based on the
     price at which  outstanding  options to purchase shares of the Registrant's
     Common Stock registered hereby may be exercised.


<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,  which may be
sold upon the exercise of options  granted  under the AOL Time Warner Inc.  1994
Stock Option Plan (the "1994 Plan"). The contents of the Registration  Statement
on Form S-8 (Registration  Statement No. 333-53568) as filed with the Securities
and Exchange  Commission on January 11, 2001, as it relates to the 1994 Plan, is
hereby incorporated by reference to the extent not replaced hereby.

This  Registration  Statement  relates  to  246,200,329  shares of Common  Stock
issuable pursuant to the terms of the 1994 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, 2004 (filing date March 11, 2005).

          (b)  The  Registrant's  Current  Report on Form 8-K dated  January 21,
               2005 (filing date January 27, 2005).

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

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


                                      II-1


<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 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.

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>


                                   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 of the
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 March 11, 2005.

                                        TIME WARNER INC.


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




Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons on March 11, 2005 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

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


                                      II-5
<PAGE>


(iv) Directors - continued:


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

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

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

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

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

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

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

              *
-------------------------
        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 February 24, 2005.


                                      II-6


<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(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 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
     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  By-laws of the  Registrant as of January 22, 2004                         *
     (incorporated  herein by reference to Exhibit 3.2
     to the Registrant's Annual Report on Form 10-K for
     the fiscal year ended December 31, 2003).

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 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.


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

                                      II-7
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{"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": "333-123276", "film-number": "05676072"}, "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-

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

                       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)

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

                   AOL Time Warner Inc. 1994 Stock Option 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
------------------------------- ------------------- --------------------- ----------------------- --------------------
        Title of securities to     Amount to be       Proposed maximum       Proposed maximum           Amount of
         be registered             registered (1)    offering price per     aggregate offering          registration fee
                                                      share (2)              price (2)
------------------------------- ------------------- --------------------- ----------------------- --------------------
Common Stock,
$.01 par value per share           246,200,329         $31.163926           $7,672,568,834             $903,061.35
------------------------------- ------------------- --------------------- ----------------------- --------------------
(1)  The number of shares of common  stock,  par value  $.01 per share  ("Common
     Stock"),  stated above consists of shares which may be issued upon exercise
     of options that have been granted  pursuant to the option plan listed above
     (the "1994  Plan").  The  maximum  number of shares  which may be sold upon
     exercise  of  options  under  the 1994 Plan is  subject  to  adjustment  in
     accordance  with certain  anti-dilution  and other  provisions of such 1994
     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 which may be issued pursuant to the 1994 Plan after the operation of
     any such anti-dilution and other provisions.

(2)  Estimated  solely for purposes of determining the registration fee pursuant
     to the  provisions  of Rules 457(h) under the  Securities  Act based on the
     price at which  outstanding  options to purchase shares of the Registrant's
     Common Stock registered hereby may be exercised.
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,  which may be
sold upon the exercise of options  granted  under the AOL Time Warner Inc.  1994
Stock Option Plan (the "1994 Plan"). The contents of the Registration  Statement
on Form S-8 (Registration  Statement No. 333-53568) as filed with the Securities
and Exchange  Commission on January 11, 2001, as it relates to the 1994 Plan, is
hereby incorporated by reference to the extent not replaced hereby.

This  Registration  Statement  relates  to  246,200,329  shares of Common  Stock
issuable pursuant to the terms of the 1994 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, 2004 (filing date March 11, 2005).

          (b)  The  Registrant's  Current  Report on Form 8-K dated  January 21,
               2005 (filing date January 27, 2005).

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

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

                                      II-1
Item 4. Description of Securities.

        Not  applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable

Item 6. Indemnification of Directors and Officers.

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

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

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

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
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 of the
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 March 11, 2005.

                                        TIME WARNER INC.

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

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons on March 11, 2005 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

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

                                      II-5
(iv) Directors - continued:

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

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

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

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

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

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

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

              *
-------------------------
        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 February 24, 2005.

                                      II-6
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 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
     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  By-laws of the  Registrant as of January 22, 2004                         *
     (incorporated  herein by reference to Exhibit 3.2
     to the Registrant's Annual Report on Form 10-K for
     the fiscal year ended December 31, 2003).

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 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.

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

                                      II-7