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 Inc. 2003 Stock Incentive Plan
                            (Full Title of the Plan)

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

                                PAUL T. CAPPUCCIO
             Executive Vice President, General Counsel and Secretary
                              AOL Time Warner Inc.
                              75 Rockefeller Plaza
                            New York, New York 10019
                                 (212) 484-8000
 (Name, address, including zip code, and telephone number, including area code,
  of agent for service)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                        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           200,000,000              $13.15             $2,630,000,000          $212,767.00
------------------------------- ------------------- --------------------- ----------------------- --------------------
</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 issued  pursuant to the  benefit  plan listed  above (the  "Plan").  The
     maximum  number of  shares  which  may be  issued  pursuant  to the Plan is
     subject to adjustment in accordance  with certain  anti-dilution  and other
     provisions  of such  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  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(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 May 12, 2003, on  which  day
     such average was $13.15.



<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, to be issued
pursuant to the terms of the AOL Time Warner Inc. 2003 Stock Incentive Plan.

This  Registration  Statement  relates  to  200,000,000  shares of Common  Stock
issuable  pursuant to the terms of the AOL Time Warner Inc. 2003 Stock Incentive
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, 2002 (filing date March 28, 2003).

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

               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)
               o    March 28, 2003 (filing date April 14, 2003)
               o    April 22, 2003  (filing date April 23,  2003)(but  only with
                    respect  to  Item 5 of such  Current  Report  and  not  with
                    respect to Item 9)

          (c)  The  Registrant's  Quarterly  Report on Form 10-Q for the quarter
               ended March 31, 2003 (filing date May 15, 2003).

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

     All documents  subsequently filed by the Registrant or 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.


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.

     (c)  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 (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        Registration Rights Agreement dated as of August 20, 2002, by and   *
           between   MediaOne  of   Colorado,   Inc.   and  the   Registrant
           (incorporated  herein  by  reference  to   Exhibit   10.14 to the
           Registrant's  Quarterly Report on Form 10-Q for the quarter ended
           September 30, 2002).

4.6        Amendment No. 1 to the Registration Rights Agreement, dated as of   *
           March 31, 2003, by and between TWE Holdings II Trust,  a Delaware
           statutory  trust,  and the  Registrant  (incorporated  herein  by
           reference to Exhibit 4.3 to the  Registrant's  Current  Report on
           Form 8-K dated March 28, 2003).

4.7        By-laws  of the  Registrant  as of July  18,  2002  (incorporated   *
           herein by  reference to Exhibit 3 to the  Registrant's  Quarterly
           Report on Form 10-Q for the  quarter  ended   June 30,  2002,  as
           amended by Form 10-Q/A filed January 28, 2003).


* Incorporated by reference

                                      II-5


<PAGE>





Exhibit
Number                          Description of Exhibit
-------                         ----------------------

4.8        AOL Time  Warner Inc.  2003 Stock  Incentive  Plan  (incorporated   *
           herein by  reference  to Annex A to the  Registrant's  definitive
           Proxy  Statement  dated March 28, 2003 used in connection  with
           the Registrant's 2003 annual meeting of stockholders).

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

23.1       Consent of Ernst & Young LLP, Independent Auditors.

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

24.1       Powers of Attorney

* Incorporated by reference





































                                      II-6


<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 May 19, 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 May 19,  2003 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 FinancialOfficer
           /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-7


<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 May 19, 2003.


















                                      II-8
[{"type": "S-8", "sequence": "1", "filename": "s-8_2003stockincentiveplan.txt", "description": "AOL TIME WARNER 2003 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 25062}]
{"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": "333-105384", "film-number": "03710963"}, "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 Inc. 2003 Stock Incentive 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           200,000,000              $13.15             $2,630,000,000          $212,767.00
------------------------------- ------------------- --------------------- ----------------------- --------------------
(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 issued  pursuant to the  benefit  plan listed  above (the  "Plan").  The
     maximum  number of  shares  which  may be  issued  pursuant  to the Plan is
     subject to adjustment in accordance  with certain  anti-dilution  and other
     provisions  of such  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  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(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 May 12, 2003, on  which  day
     such average was $13.15.
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, to be issued
pursuant to the terms of the AOL Time Warner Inc. 2003 Stock Incentive Plan.

This  Registration  Statement  relates  to  200,000,000  shares of Common  Stock
issuable  pursuant to the terms of the AOL Time Warner Inc. 2003 Stock Incentive
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, 2002 (filing date March 28, 2003).

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

               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)
               o    March 28, 2003 (filing date April 14, 2003)
               o    April 22, 2003  (filing date April 23,  2003)(but  only with
                    respect  to  Item 5 of such  Current  Report  and  not  with
                    respect to Item 9)

          (c)  The  Registrant's  Quarterly  Report on Form 10-Q for the quarter
               ended March 31, 2003 (filing date May 15, 2003).

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

     All documents  subsequently filed by the Registrant or 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.

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.

     (c)  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 (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        Registration Rights Agreement dated as of August 20, 2002, by and   *
           between   MediaOne  of   Colorado,   Inc.   and  the   Registrant
           (incorporated  herein  by  reference  to   Exhibit   10.14 to the
           Registrant's  Quarterly Report on Form 10-Q for the quarter ended
           September 30, 2002).

4.6        Amendment No. 1 to the Registration Rights Agreement, dated as of   *
           March 31, 2003, by and between TWE Holdings II Trust,  a Delaware
           statutory  trust,  and the  Registrant  (incorporated  herein  by
           reference to Exhibit 4.3 to the  Registrant's  Current  Report on
           Form 8-K dated March 28, 2003).

4.7        By-laws  of the  Registrant  as of July  18,  2002  (incorporated   *
           herein by  reference to Exhibit 3 to the  Registrant's  Quarterly
           Report on Form 10-Q for the  quarter  ended   June 30,  2002,  as
           amended by Form 10-Q/A filed January 28, 2003).

* Incorporated by reference

                                      II-5
Exhibit
Number                          Description of Exhibit
-------                         ----------------------

4.8        AOL Time  Warner Inc.  2003 Stock  Incentive  Plan  (incorporated   *
           herein by  reference  to Annex A to the  Registrant's  definitive
           Proxy  Statement  dated March 28, 2003 used in connection  with
           the Registrant's 2003 annual meeting of stockholders).

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

23.1       Consent of Ernst & Young LLP, Independent Auditors.

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

24.1       Powers of Attorney

* Incorporated by reference

                                      II-6
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 May 19, 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 May 19,  2003 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 FinancialOfficer
           /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-7
(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 May 19, 2003.

                                      II-8