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)

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

                      OBONGO, INC. 1999 EQUITY 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) 484-800
                  (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 maximum       Proposed maximum
                                                    offering price per     aggregate offering
                                Amount to be           share (2)               price (2)              Amount of
  Title of securities to       registered (1)                                                     registration fee
       be registered
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
Common Stock,
$.01 par value per share            22,667               $34.52               $782,484.01              $195.62

---------------------------- ------------------- ----------------------- ---------------------- ----------------------
</TABLE>

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

(2) Estimated  solely for purposes of determining the  registration fee pursuant
to the  provisions of Rule 457(h) under the  Securities Act based upon the price
at which the options may be exercised.















                                EXPLANATORY NOTE

AOL Time Warner Inc. (the "Registrant") hereby files this Registration Statement
on Form S-8 relating to its Common Stock, par value $.01 per share, which may be
sold upon the exercise of options  ("Options")  granted  under the Obongo,  Inc.
1999  Equity  Incentive  Plan  (the  "Plan"),  which  Plan  was  assumed  by the
Registrant prior to the date hereof.


                                      PART I

                  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents(s) containing the information specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1).  Such documents are not being
filed  with  the  Securities  and  Exchange  Commission  either  as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. Such  documents and the  documents  incorporated  by reference in this
Registration  Statement  pursuant  to  Item 3 of Part  II of  this  Form,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.









































                                     I - 1


<PAGE>


                                   PART II

                           INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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


     (a) The  Registrant's  Report on Form 10-K for the transition  period ended
     December 31, 2000 (filing date March 27,  2001),  as amended by Form 10-K/A
     (filing date June 28, 2001) (as amended, the "2000 Form 10-K");

     (b) The  Registrant's  Quarterly  Report on Form  10-Q,  as amended by Form
     10-Q/A, for the quarter ended March 31, 2001 (filing dates May 15, 2001 and
     May 16, 2001, respectively);

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

            o  January 11, 2001 (filing date January 12, 2001)
            o  January 18, 2001 (filing date January 26, 2001)
            o  April 18, 2001 (filing date April 19, 2001)

     (d) The Registrant's Current Reports on Form 8-K/A dated:

            o  January 11, 2001 (filing date January 26, 2001)
            o  January 11, 2001 (filing date February 9, 2001)
            o  January 11, 2001 (filing date March 30, 2001)

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

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.


                                        II-1
<PAGE>





Item 6.   Indemnification of Directors and Officers.

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

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

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



                                       II-2


<PAGE>


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

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

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


Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

Item 9.  Undertakings

       (a) The Registrant hereby undertakes:

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

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

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


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

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


                                          II-3


<PAGE>



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

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

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

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
































                                     II-4


<PAGE>


                               EXHIBIT INDEX

Exhibit  Description of Exhibit
Number

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

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

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

4.4   By-laws  of the  Registrant  as of  January  18,  2001  (which is        *
      incorporated   herein by  reference   to  Exhibit   3(ii)  of  the
      Registrant's  Report  on Form  10-K for the  transition  period  ended
      December 31, 2000).

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

23.1  Consents of Ernst & Young LLP.

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

24    Powers of Attorney.

______________________________________
* incorporated by reference

















                                       II-5


<PAGE>



                                    SIGNATURES

        Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
        registrant has duly caused this Registration  Statement on Form S-8 to
        be signed on its behalf by the undersigned, thereunto duly authorized,
        in the City of New York, State of New York, on July 18, 2001.

                                                  AOL TIME WARNER INC.


                                           By:    /s/ J. Michael Kelly
                                                  ----------------------------
                                            Name:  J. Michael Kelly
                                            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
        July 18, 2001 in the capacities indicated.


                  Signature                         Title

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

(ii)           Principal Financial Officer         Executive Vice President and
                                                   Chief Financial Officer
              /s/ J. Michael Kelly
------------------------------------------------
                 J. Michael Kelly


(iii)       Principal Accounting Officer          Vice President and Controller

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


(iv)     Directors:

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

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

                           *
------------------------------------------------
                    Stephen F. Bollenbach
                           *
------------------------------------------------
                    Stephen M. Case

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

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


                                                     II-6


<PAGE>


(iv)         Directors - continued:


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


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

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

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

                           *
-----------------------------------------------------
                   Richard D. Parsons

                           *
-----------------------------------------------------
                    Robert W. Pittman

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

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

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


* By:            /s/ J. Michael Kelly
      -----------------------------------------------
          Name:   J. Michael Kelly
                  Attorney-In-Fact


* Pursuant to Powers of Attorney dated
  as of July 18, 2001.





















                                       II-7
[{"type": "S-8", "sequence": "1", "filename": "s8717021.txt", "description": "OBONGO", "secsgml_size_bytes": 23223}]
{"company-data": {"conformed-name": "AOL TIME WARNER INC", "cik": "0001105705", "assigned-sic": "7370", "irs-number": "134099534", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65350", "film-number": "1683855"}, "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)

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

                      OBONGO, INC. 1999 EQUITY 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) 484-800
                  (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
                                                    Proposed maximum       Proposed maximum
                                                    offering price per     aggregate offering
                                Amount to be           share (2)               price (2)              Amount of
  Title of securities to       registered (1)                                                     registration fee
       be registered
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
Common Stock,
$.01 par value per share            22,667               $34.52               $782,484.01              $195.62

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

(2) Estimated  solely for purposes of determining the  registration fee pursuant
to the  provisions of Rule 457(h) under the  Securities Act based upon the price
at which the options may be exercised.

                                EXPLANATORY NOTE

AOL Time Warner Inc. (the "Registrant") hereby files this Registration Statement
on Form S-8 relating to its Common Stock, par value $.01 per share, which may be
sold upon the exercise of options  ("Options")  granted  under the Obongo,  Inc.
1999  Equity  Incentive  Plan  (the  "Plan"),  which  Plan  was  assumed  by the
Registrant prior to the date hereof.

                                      PART I

                  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents(s) containing the information specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1).  Such documents are not being
filed  with  the  Securities  and  Exchange  Commission  either  as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. Such  documents and the  documents  incorporated  by reference in this
Registration  Statement  pursuant  to  Item 3 of Part  II of  this  Form,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

                                     I - 1
PART II

                           INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

     (a) The  Registrant's  Report on Form 10-K for the transition  period ended
     December 31, 2000 (filing date March 27,  2001),  as amended by Form 10-K/A
     (filing date June 28, 2001) (as amended, the "2000 Form 10-K");

     (b) The  Registrant's  Quarterly  Report on Form  10-Q,  as amended by Form
     10-Q/A, for the quarter ended March 31, 2001 (filing dates May 15, 2001 and
     May 16, 2001, respectively);

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

            o  January 11, 2001 (filing date January 12, 2001)
            o  January 18, 2001 (filing date January 26, 2001)
            o  April 18, 2001 (filing date April 19, 2001)

     (d) The Registrant's Current Reports on Form 8-K/A dated:

            o  January 11, 2001 (filing date January 26, 2001)
            o  January 11, 2001 (filing date February 9, 2001)
            o  January 11, 2001 (filing date March 30, 2001)

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

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

                                        II-1
Item 6.   Indemnification of Directors and Officers.

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

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

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

                                       II-2
Article VI of the Registrant's By-laws requires indemnification to the
     fullest extent  permitted  under Delaware law of any person who is or was a
     director or officer of the  Registrant who is or was involved or threatened
     to be  made  so  involved  in  any  proceeding,  whether  civil,  criminal,
     administrative or investigative,  by reason of the fact that such person is
     or was serving as a director,  officer, employee or agent of the Registrant
     or was serving at the  request of the  Registrant  as a director,  officer,
     employee or agent of any other enterprise.

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

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

Item 9.  Undertakings

       (a) The Registrant hereby undertakes:

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

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

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

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

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

                                          II-3
(2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  Registration  Statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

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

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

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

                                     II-4
EXHIBIT INDEX

Exhibit  Description of Exhibit
Number

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

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

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

4.4   By-laws  of the  Registrant  as of  January  18,  2001  (which is        *
      incorporated   herein by  reference   to  Exhibit   3(ii)  of  the
      Registrant's  Report  on Form  10-K for the  transition  period  ended
      December 31, 2000).

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

23.1  Consents of Ernst & Young LLP.

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

24    Powers of Attorney.

______________________________________
* incorporated by reference

                                       II-5
SIGNATURES

        Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
        registrant has duly caused this Registration  Statement on Form S-8 to
        be signed on its behalf by the undersigned, thereunto duly authorized,
        in the City of New York, State of New York, on July 18, 2001.

                                                  AOL TIME WARNER INC.

                                           By:    /s/ J. Michael Kelly
                                                  ----------------------------
                                            Name:  J. Michael Kelly
                                            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
        July 18, 2001 in the capacities indicated.

                  Signature                         Title

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

(ii)           Principal Financial Officer         Executive Vice President and
                                                   Chief Financial Officer
              /s/ J. Michael Kelly
------------------------------------------------
                 J. Michael Kelly

(iii)       Principal Accounting Officer          Vice President and Controller

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

(iv)     Directors:

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

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

                           *
------------------------------------------------
                    Stephen F. Bollenbach
                           *
------------------------------------------------
                    Stephen M. Case

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

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

                                                     II-6
(iv)         Directors - continued:

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

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

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

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

                           *
-----------------------------------------------------
                   Richard D. Parsons

                           *
-----------------------------------------------------
                    Robert W. Pittman

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

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

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

* By:            /s/ J. Michael Kelly
      -----------------------------------------------
          Name:   J. Michael Kelly
                  Attorney-In-Fact

* Pursuant to Powers of Attorney dated
  as of July 18, 2001.

                                       II-7