As filed with the Securities and Exchange Commission on February 13, 1995

                                             Registration No. 33-           
                                                                               
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                          
                                 FORM S-8
                          REGISTRATION STATEMENT 
                                   UNDER
                        THE SECURITIES ACT OF 1933
                                          
                             TIME WARNER INC.
          (Exact name of registrant as specified in its charter)
      DELAWARE                                            13-1388520
(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)(Zip Code)   

                  TIME WARNER INC. 1994 STOCK OPTION PLAN
                         (Full title of the Plan)

                            Peter R. Haje, Esq.
               Executive Vice President and General Counsel
                             Time Warner Inc.
                           75 Rockefeller Plaza
                         New York, New York 10019
                  (Name and Address of agent for service)
                              (212) 484-8000
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

                               Proposed      Proposed
                               Maximum       Maximum
Title of                       Offering      Aggregate     Amount of 
Securities to   Amount to be   Price Per     Offering      Registration
be Registered   Registered(1)  Share(2)      Price(2)      Fee

Common Stock, 
par value $1.00 
per share(3)       4,741,789    $37.715      $178,838,012  $61,668.71

(1)  This Registration Statement also relates to an indeterminate number of
     additional shares of Common Stock pursuant to anti-dilution and adjustment
     provisions of the above referenced plan.

(2)  Calculated pursuant to 457(c) and (h), based on the price at which
     outstanding options to purchase shares of the Registrant's Common Stock
     registered hereby are exercisable and on the average of the high and low
     prices of the Common Stock as reported on the New York Stock Exchange
     Composite Tape for February 6, 1995, on which day such average was $37.81,
     for the remainder of the shares registered hereby.

(3)  This Registration Statement also pertains to Rights to Purchase Series A
     Participating Cumulative Preferred Stock ("Rights") of the Registrant. 
     Upon the occurrence of certain prescribed events, one Right will be issued
     for each share of Common Stock.  Until the occurrence of such events, the
     Rights are not exercisable, will be evidenced by the certificates for the
     Common Stock and will be transferred along with and only with the Common
     Stock.
<PAGE>                            PART II


           The contents of the Registration Statement on Form S-8,
No. 33-53213, as filed with the Securities and Exchange Commission
on April 22, 1994, are hereby incorporated herein by reference to
the extent not replaced hereby.


Item 3.    Incorporation of Documents by Reference.

           The following documents filed with the Securities and
Exchange Commission (the "Commission") by the Registrant (File No.
1-8637) pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") are hereby incorporated by reference in this
Registration Statement:

           1.    The Registrant's Annual Report on Form 10-K for the
                 year ended December 31, 1993;

           2.    The Registrant's Current Reports on Form 8-K dated
                 January 20, 1994, September 9, 1994, January 30,
                 1995 and February 13, 1995;

           3.    The Registrant's quarterly report on Form 10-Q for
                 the periods ended March 31, 1994, June 30, 1994 and
                 September 30, 1994;

           4.    The description of the Registrant's Common Stock
                 contained in Item 4 of its Registration Statement
                 on Form 8-B filed with the Commission on December
                 8, 1983 pursuant to Section 12(b) of the Exchange
                 Act, as amended from time to time; and

           5.    The description of the Registrant's Rights to
                 purchase Series A Participating Cumulative
                 Preferred Stock, par value $1.00 per share,
                 contained in Item 1 of its Registration Statement
                 on Form 8-A filed with the Commission on January
                 21, 1994 pursuant to Section 12(b) of the Exchange
                 Act.









<PAGE>
           All documents and reports subsequently filed by the
Registrant pursuant to Sections 13(a) and (c), 14 or 15(d) of the
Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to the
Registration Statement which indicates that all securities offered
hereby have been sold, or which deregisters all such securities
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of such documents or reports.  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.

           The consolidated financial statements of the Registrant
and its subsidiaries for the year ended December 31, 1993, included
in the Registrant's Annual Report on Form 10-K have been audited by
Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein and in the
Prospectus related hereto by reference.  Such consolidated
financial statements are incorporated herein and in the Prospectus
related hereto by reference in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.

           Legal matters in connection with the Common Stock offered
hereby has been passed upon for the Registrant by Thomas W.
McEnerney, Vice President and Associate General Counsel of the
Registrant, 75 Rockefeller Plaza, New York, New York 10019.  Mr.
McEnerney beneficially owns less than .1% of the Common Stock of
the Registrant.

Item 7.  Exemption from Registration Claimed.

           Not applicable.




<PAGE>
Item 8.  Exhibits.

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

















<PAGE>                          SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf
by the undersigned thereunto duly authorized, in the City and State
of New York, on February 13, 1995.

                                    TIME WARNER INC.


                                    By Richard J. Bressler         
                                      Name:  Richard J. Bressler
                                      Title: Senior Vice President,
                                             Finance


Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons on February 13, 1995 in the capacities indicated.

         Signature                      Title

(i) Principal Executive Officer:


                 *                      Director, Chairman of the Board and 
        (Gerald M. Levin)               Chief Executive Officer


(ii) Principal Financial Officer:


          Richard J. Bressler           Senior Vice President, Finance
        (Richard J. Bressler)       


(iii) Principal Accounting Officer:


         John A. LaBarca                Vice President and Controller
        (John A. LaBarca)


(iv) Directors:


                 *                   
          (Merv Adelson)


                 *                   
   (Lawrence B. Buttenwieser)

<PAGE>
                  *                  
    (Edward S. Finkelstein)


                  *                  
   (Beverly Sills Greenough)



                  *                  
           (Carla Hills)


                  *                  
          (David T. Kearns)


                  *                  
         (Henry Luce III)


                  *                  
         (Reuben Mark)


                                     
         (Michael A. Miles)


                  *                  
         (J. Richard Munro)


                  *                  
        (Richard D. Parsons)


                  *                  
         (Donald S. Perkins)


                  *                  
       (Raymond S. Troubh)  


                  *                  
        (Francis T. Vincent)

Constituting a majority of the 
Board of Directors


*By  Peter R. Haje                   
    (Peter R. Haje)
    (Attorney-in-Fact)

*Pursuant to Powers of Attorney
dated as of April 11, 1994

<PAGE>                         EXHIBIT INDEX

Exhibit
Number                                 Description               Page

 4.1  Restated Certificate of Incorporation of the Registrant, as 
      filed with the Secretary of State of the State of Delaware
      on May 26, 1993 (which is incorporated herein by reference 
      to Exhibit 3 to the Registrant's Quarterly Report on 
      Form 10-Q for the quarter ended June 30, 1993 
      (File No. 1-8637) (the "Second Quarter 1993 Form 10-Q")).    *

 4.2  Specimen certificate of Common Stock, par value $1.00 per 
      share, of the Registrant (which is incorporated herein by 
      reference to Exhibit 4.1 to the Registrant's Annual Report
      on Form 10-K for the year ended December 31, 1991 
      (File No. 1-8637)).                                          *

 4.3  Indenture dated as of March 15, 1993 between the Registrant 
      and Chemical Bank, as Trustee, relating to the 8 3/4% 
      Convertible Subordinated Debentures due 2015 of the 
      Registrant (which is incorporated herein by reference to 
      Exhibit 4.4 to the Registrant's Annual Report on Form 10-K 
      for the year ended December 31, 1992 (File No. 1-8367) 
      (the "1992 Form 10-K")).                                     *

 4.4  Specimen Certificate of the Registrant's 8 3/4% Convertible 
      Subordinated Debentures due 2015 (which is incorporated 
      herein by reference to Exhibit 4.5 to the 1992 Form 10-K).   *

 4.5  First Supplemental Indenture dated as of June 15, 1993, 
      between the Registrant and Chemical Bank, as Trustee, 
      to the Indenture dated as of January 15, 1993, between 
      the Registrant and Chemical Bank, as Trustee, including 
      as Exhibit A the form of Liquid Yield Option Note(TRADEMARK) 
      due 2013 (which is incorporated herein by reference to 
      Exhibit 4 to the Second Quarter 1993 Form 10-Q).             *

 4.6  By-laws of the Registrant, as amended through 
      March 18, 1993 (which is incorporated herein by reference 
      to Exhibit 3.4 to the Registrant's 1992 Form 10-K).          *

 4.7  Certificate of the Voting Powers, Designations, Preferences 
      and Relative Participating, Optional and Other Rights and 
      Qualifications of Series A Participating Cumulative Preferred 
      Stock of the Registrant as filed with the Secretary of State 
      of the State of Delaware on January 26, 1994 (which is 
      incorporated herein by reference to Exhibit 3.(i)(c) to the 
      Registrant's Annual Report on Form 10-K for the year ended 
      December 31, 1993 (File No. 1-8637)).                        *

 4.8  Rights Agreement dated as of January 20, 1994 between the 
      Registrant and Chemical Bank, as Rights Agent (which is 
      incorporated herein by reference to Exhibit 4(a) to the 
      Registrant's Current Report on Form 8-K dated 
      January 20, 1994).                                           *
      


<PAGE>                         EXHIBIT INDEX

Exhibit
Number                                 Description               Page


 5.   Opinion of Thomas W. McEnerney, Esq. regarding the legality 
      of the securities being registered.

23.1  Consent of Ernst & Young, LLP independent auditors.

23.2  Consent of Price Waterhouse, independent accountants.

23.3  Consent of Thomas W. McEnerney, Esq. (included 
      in Exhibit 5).

24.1  Powers of Attorney (which are incorporated herein 
      by reference to Exhibit 24.1 to the Registrant's 
      Registration Statement on Form S-8 (Registration 
      No. 33-53213)).                                               *
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13724}]
{"company-data": {"conformed-name": "TIME WARNER INC", "cik": "0000736157", "assigned-sic": "2721", "irs-number": "131388520", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57667", "film-number": "95509239"}, "business-address": {"street1": "TIME & LIFE BLDG ROCKFELLER CENTER", "street2": "75 ROCKEFELLER PLAZA", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2124848000"}, "former-company": {"former-conformed-name": "TIME INC /DE/", "date-changed": "19890801"}}
As filed with the Securities and Exchange Commission on February 13, 1995

                                             Registration No. 33-           
                                                                               
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                          
                                 FORM S-8
                          REGISTRATION STATEMENT 
                                   UNDER
                        THE SECURITIES ACT OF 1933
                                          
                             TIME WARNER INC.
          (Exact name of registrant as specified in its charter)
      DELAWARE                                            13-1388520
(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)(Zip Code)   

                  TIME WARNER INC. 1994 STOCK OPTION PLAN
                         (Full title of the Plan)

                            Peter R. Haje, Esq.
               Executive Vice President and General Counsel
                             Time Warner Inc.
                           75 Rockefeller Plaza
                         New York, New York 10019
                  (Name and Address of agent for service)
                              (212) 484-8000
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

                               Proposed      Proposed
                               Maximum       Maximum
Title of                       Offering      Aggregate     Amount of 
Securities to   Amount to be   Price Per     Offering      Registration
be Registered   Registered(1)  Share(2)      Price(2)      Fee

Common Stock, 
par value $1.00 
per share(3)       4,741,789    $37.715      $178,838,012  $61,668.71

(1)  This Registration Statement also relates to an indeterminate number of
     additional shares of Common Stock pursuant to anti-dilution and adjustment
     provisions of the above referenced plan.

(2)  Calculated pursuant to 457(c) and (h), based on the price at which
     outstanding options to purchase shares of the Registrant's Common Stock
     registered hereby are exercisable and on the average of the high and low
     prices of the Common Stock as reported on the New York Stock Exchange
     Composite Tape for February 6, 1995, on which day such average was $37.81,
     for the remainder of the shares registered hereby.

(3)  This Registration Statement also pertains to Rights to Purchase Series A
     Participating Cumulative Preferred Stock ("Rights") of the Registrant. 
     Upon the occurrence of certain prescribed events, one Right will be issued
     for each share of Common Stock.  Until the occurrence of such events, the
     Rights are not exercisable, will be evidenced by the certificates for the
     Common Stock and will be transferred along with and only with the Common
     Stock.
PART II

           The contents of the Registration Statement on Form S-8,
No. 33-53213, as filed with the Securities and Exchange Commission
on April 22, 1994, are hereby incorporated herein by reference to
the extent not replaced hereby.

Item 3.    Incorporation of Documents by Reference.

           The following documents filed with the Securities and
Exchange Commission (the "Commission") by the Registrant (File No.
1-8637) pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") are hereby incorporated by reference in this
Registration Statement:

           1.    The Registrant's Annual Report on Form 10-K for the
                 year ended December 31, 1993;

           2.    The Registrant's Current Reports on Form 8-K dated
                 January 20, 1994, September 9, 1994, January 30,
                 1995 and February 13, 1995;

           3.    The Registrant's quarterly report on Form 10-Q for
                 the periods ended March 31, 1994, June 30, 1994 and
                 September 30, 1994;

           4.    The description of the Registrant's Common Stock
                 contained in Item 4 of its Registration Statement
                 on Form 8-B filed with the Commission on December
                 8, 1983 pursuant to Section 12(b) of the Exchange
                 Act, as amended from time to time; and

           5.    The description of the Registrant's Rights to
                 purchase Series A Participating Cumulative
                 Preferred Stock, par value $1.00 per share,
                 contained in Item 1 of its Registration Statement
                 on Form 8-A filed with the Commission on January
                 21, 1994 pursuant to Section 12(b) of the Exchange
                 Act.
All documents and reports subsequently filed by the
Registrant pursuant to Sections 13(a) and (c), 14 or 15(d) of the
Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to the
Registration Statement which indicates that all securities offered
hereby have been sold, or which deregisters all such securities
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of such documents or reports.  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.

           The consolidated financial statements of the Registrant
and its subsidiaries for the year ended December 31, 1993, included
in the Registrant's Annual Report on Form 10-K have been audited by
Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein and in the
Prospectus related hereto by reference.  Such consolidated
financial statements are incorporated herein and in the Prospectus
related hereto by reference in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.

           Legal matters in connection with the Common Stock offered
hereby has been passed upon for the Registrant by Thomas W.
McEnerney, Vice President and Associate General Counsel of the
Registrant, 75 Rockefeller Plaza, New York, New York 10019.  Mr.
McEnerney beneficially owns less than .1% of the Common Stock of
the Registrant.

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.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf
by the undersigned thereunto duly authorized, in the City and State
of New York, on February 13, 1995.

                                    TIME WARNER INC.

                                    By Richard J. Bressler         
                                      Name:  Richard J. Bressler
                                      Title: Senior Vice President,
                                             Finance

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons on February 13, 1995 in the capacities indicated.

         Signature                      Title

(i) Principal Executive Officer:

                 *                      Director, Chairman of the Board and 
        (Gerald M. Levin)               Chief Executive Officer

(ii) Principal Financial Officer:

          Richard J. Bressler           Senior Vice President, Finance
        (Richard J. Bressler)       

(iii) Principal Accounting Officer:

         John A. LaBarca                Vice President and Controller
        (John A. LaBarca)

(iv) Directors:

                 *                   
          (Merv Adelson)

                 *                   
   (Lawrence B. Buttenwieser)
*                  
    (Edward S. Finkelstein)

                  *                  
   (Beverly Sills Greenough)

                  *                  
           (Carla Hills)

                  *                  
          (David T. Kearns)

                  *                  
         (Henry Luce III)

                  *                  
         (Reuben Mark)

                                     
         (Michael A. Miles)

                  *                  
         (J. Richard Munro)

                  *                  
        (Richard D. Parsons)

                  *                  
         (Donald S. Perkins)

                  *                  
       (Raymond S. Troubh)  

                  *                  
        (Francis T. Vincent)

Constituting a majority of the 
Board of Directors

*By  Peter R. Haje                   
    (Peter R. Haje)
    (Attorney-in-Fact)

*Pursuant to Powers of Attorney
dated as of April 11, 1994
EXHIBIT INDEX

Exhibit
Number                                 Description               Page

 4.1  Restated Certificate of Incorporation of the Registrant, as 
      filed with the Secretary of State of the State of Delaware
      on May 26, 1993 (which is incorporated herein by reference 
      to Exhibit 3 to the Registrant's Quarterly Report on 
      Form 10-Q for the quarter ended June 30, 1993 
      (File No. 1-8637) (the "Second Quarter 1993 Form 10-Q")).    *

 4.2  Specimen certificate of Common Stock, par value $1.00 per 
      share, of the Registrant (which is incorporated herein by 
      reference to Exhibit 4.1 to the Registrant's Annual Report
      on Form 10-K for the year ended December 31, 1991 
      (File No. 1-8637)).                                          *

 4.3  Indenture dated as of March 15, 1993 between the Registrant 
      and Chemical Bank, as Trustee, relating to the 8 3/4% 
      Convertible Subordinated Debentures due 2015 of the 
      Registrant (which is incorporated herein by reference to 
      Exhibit 4.4 to the Registrant's Annual Report on Form 10-K 
      for the year ended December 31, 1992 (File No. 1-8367) 
      (the "1992 Form 10-K")).                                     *

 4.4  Specimen Certificate of the Registrant's 8 3/4% Convertible 
      Subordinated Debentures due 2015 (which is incorporated 
      herein by reference to Exhibit 4.5 to the 1992 Form 10-K).   *

 4.5  First Supplemental Indenture dated as of June 15, 1993, 
      between the Registrant and Chemical Bank, as Trustee, 
      to the Indenture dated as of January 15, 1993, between 
      the Registrant and Chemical Bank, as Trustee, including 
      as Exhibit A the form of Liquid Yield Option Note(TRADEMARK) 
      due 2013 (which is incorporated herein by reference to 
      Exhibit 4 to the Second Quarter 1993 Form 10-Q).             *

 4.6  By-laws of the Registrant, as amended through 
      March 18, 1993 (which is incorporated herein by reference 
      to Exhibit 3.4 to the Registrant's 1992 Form 10-K).          *

 4.7  Certificate of the Voting Powers, Designations, Preferences 
      and Relative Participating, Optional and Other Rights and 
      Qualifications of Series A Participating Cumulative Preferred 
      Stock of the Registrant as filed with the Secretary of State 
      of the State of Delaware on January 26, 1994 (which is 
      incorporated herein by reference to Exhibit 3.(i)(c) to the 
      Registrant's Annual Report on Form 10-K for the year ended 
      December 31, 1993 (File No. 1-8637)).                        *

 4.8  Rights Agreement dated as of January 20, 1994 between the 
      Registrant and Chemical Bank, as Rights Agent (which is 
      incorporated herein by reference to Exhibit 4(a) to the 
      Registrant's Current Report on Form 8-K dated 
      January 20, 1994).                                           *
EXHIBIT INDEX

Exhibit
Number                                 Description               Page

 5.   Opinion of Thomas W. McEnerney, Esq. regarding the legality 
      of the securities being registered.

23.1  Consent of Ernst & Young, LLP independent auditors.

23.2  Consent of Price Waterhouse, independent accountants.

23.3  Consent of Thomas W. McEnerney, Esq. (included 
      in Exhibit 5).

24.1  Powers of Attorney (which are incorporated herein 
      by reference to Exhibit 24.1 to the Registrant's 
      Registration Statement on Form S-8 (Registration 
      No. 33-53213)).                                               *