As filed with the Securities and Exchange Commission on January 11, 2001
                              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. 1994 STOCK OPTION PLAN
                     TIME WARNER INC. 1997 STOCK OPTION PLAN
          TIME WARNER 1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full Title of the Plan)

                                 GERALD M. LEVIN
                             Chief Executive Officer
                              AOL Time Warner Inc.
                              75 Rockefeller Plaza
                            New York, New York 10019
                                 (212) 484-8000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                          <C>                 <C>                     <C>                    <C>
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
  Title of securities to        Amount to be        Proposed maximum       Proposed maximum           Amount of
       be registered           registered (1)      offering price per     aggregate offering      registration fee
                                                       share (2)               price (2)
---------------------------- ------------------- ----------------------- ---------------------- ----------------------

Common Stock,                  125,241,187                $30.68             $3,842,552,908            $960,639
$.01 par value per share
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
</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  upon  exercise  of options  which have been  granted  and/or may
     hereafter be granted under the above-referenced  plans  (collectively,  the
     "Option  Plans").  The  maximum  number  of  shares  which may be sold upon
     exercise  of  options  granted  under  the  Option  Plans  are  subject  to
     adjustment in accordance with certain anti-dilution and other provisions of
     such Plans.  Accordingly,  pursuant to Rule 416 under the Securities Act of
     1933,  as amended  (the  "Securities  Act"),  this  Registration  Statement
     covers,  in addition to the number of shares stated above, an indeterminate
     number of shares which may be 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(c)  and (h)  under the  Securities  Act as
     follows: (i) in the case of shares of Common Stock which may be issued upon
     exercise of outstanding  options granted under the Option Plans, the fee is
     calculated  on the basis of the price at which the options may be exercised
     and (ii) in the case of shares of Common  Stock for which  options have not
     yet been  granted  under  the  Option  Plans the  option  price of which is
     therefore unknown, the fee is calculated on the basis of the average of the
     high and low sale prices per share of America Online,  Inc. common stock on
     the New York Stock  Exchange as of a date  (January 8, 2001) within five
     business days prior to filing this Registration Statement.

                                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 issued  upon the  exercise  of  options  (collectively,  "Options")
granted or to be granted under the option plans listed below (collectively,  the
"Option Plans").

         Upon  consummation  of the mergers (the  "Merger")  provided for in the
Second  Amended and Restated  Agreement and Plan of Merger,  dated as of January
10, 2000, among the Registrant,  America Online, Inc. ("America  Online"),  Time
Warner Inc.  ("Time  Warner"),  America  Online  Merger Sub Inc., a wholly owned
subsidiary of the Registrant ("AOL Merger Sub") and Time Warner Merger Sub Inc.,
a wholly owned  subsidiary of the Registrant  ("TW Merger Sub"),  AOL Merger Sub
will be merged  into  America  Online and TW Merger Sub will be merged into Time
Warner.  As a result,  America  Online and Time Warner will each become a wholly
owned  subsidiary  of the  Registrant.  In addition,  upon  consummation  of the
Merger,  the  Registrant  will assume the  obligations  of Time Warner under the
Option  Plans and (i) each  option  to  purchase  America  Online  common  stock
outstanding immediately prior to the effective time of the Merger will become an
option to acquire an equal number of shares of the Registrant's  Common Stock at
a price per share equal to the per share exercise  price  specified in each such
option,  (ii) each  option to  purchase  Time Warner  common  stock  outstanding
immediately  prior to the effective  time of the Merger will become an option to
acquire a number of shares of the Registrant's Common Stock equal to the product
of 1.5 multiplied by the number of shares of Time Warner common stock that would
have been obtained  before the Merger upon  exercise of such option  (rounded to
the  nearest  whole  share)  at a  price  per  share  (rounded  to  the  nearest
one-hundredth of a cent) equal to the per share exercise price specified in each
such option divided by 1.5, (iii) each  outstanding  restricted share of America
Online  common  stock  will  be  converted  into  one  restricted  share  of the
Registrant's  Common Stock and (iv) each  outstanding  restricted  share of Time
Warner common stock will be converted  into the number of  restricted  shares of
the Registrant's  Common Stock that is equal to the product of 1.5 multiplied by
the shares of Time Warner common stock subject to the award.

         This  Registration  Statement  relates  to  the  Common  Stock  of  the
Registrant issuable upon exercise of the Options pursuant to the Option Plans as
follows:

o     105,750,187  shares  subject to the AOL Time Warner Inc. 1994 Stock Option
      Plan  (named the Time  Warner  Inc.  1994 Stock  Option  Plan prior to the
      Merger)
o     18,750,000  shares  subject to the Time Warner Inc. 1997 Stock Option Plan
      and
o     741,000  shares  subject to the Time  Warner  1996 Stock  Option  Plan for
      Non-Employee Directors.

                                     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.

                                     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,  America Online,  Inc. (File No. 1-12143) and Time
Warner Inc. (File No. 1-12259)  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) America  Online,  Inc.'s  Annual Report on Form 10-K for the fiscal
year ended  June 30,  2000  (filing  date  September  22,  2000),  as amended by
Amendment  No. 1 thereto on Form 10-K/A  dated  October 27,  2000  (filing  date
October 30, 2000).

         (b)  America  Online,  Inc.'s  Quarterly  Report  on Form  10-Q for the
quarterly period ended September 30, 2000 (filing date November 9, 2000).

         (c) Time Warner  Inc.'s  Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (filing date March 30, 2000) as amended by Amendment No.
1 thereto on Form 10-K/A dated June 26, 2000 (filing date June 27, 2000).

         (d) Time Warner Inc.'s  Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000 (filing date May 15, 2000).

         (e) Time Warner Inc.'s  Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2000 (filing date August 14, 2000).

         (f) Time Warner Inc.'s  Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2000 (filing date November 13, 2000).

         (g) Time Warner  Inc.'s  Current  Report on Form 8-K dated  January 10,
2000 (filing date January 14, 2000).

         (h) Time Warner  Inc.'s  Current  Report on Form 8-K dated  January 23,
2000 (filing date January 28, 2000).

         (i) Time Warner  Inc.'s  Current  Report on Form 8-K dated  February 2,
2000 (filing date February 10, 2000).

         (j) Time Warner  Inc.'s  Current  Report on Form 8-K dated  January 10,
2000 (filing date February 11, 2000).

         (k) Time Warner Inc.'s  Current Report on Form 8-K dated March 13, 2000
(filing date March 13, 2000).

         (l) Time Warner Inc.'s  Current Report on Form 8-K dated March 31, 2000
(filing date March 31, 2000).

         (m) Time Warner Inc.'s  Current Report on Form 8-K dated April 12, 2000
(filing date April 19, 2000).

         (n) Time Warner Inc.'s  Current Report on Form 8-K dated April 19, 2000
(filing date April 25, 2000).

         (o) Time Warner  Inc.'s  Current  Report on Form 8-K dated May 22, 2000
(filing date May 22, 2000).

         (p) Time Warner Inc.'s Current Report on Form 8-K dated October 5, 2000
(filing date October 5, 2000).

         (q)  Description  of the  Registrant's  Common  Stock  included  in the
Registrant's Registration Statement on Form S-4 (Reg. No. 333-30184) filed under
the  Securities  Act of 1933,  including  any  amendment or report filed for the
purpose of updating such description.

         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.

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 VII 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 VII 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.

           (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 15(d) of the
           Securities  Exchange Act of 1934 (and, where applicable,  each filing
           of an employee benefit plan's annual report pursuant to 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.

                                  EXHIBIT INDEX

Exhibit           Description of Exhibit
Number

4.1               Certificate of Incorporation of AOL Time Warner  (incorporated
                  by reference to Exhibit 3.1 to AOL Time Warner's  Registration
                  Statement  on Form S-4 filed on February  11,  2000 (Reg.  No.
                  333-30184)).

4.2               By-laws  of AOL Time  Warner  (incorporated  by  reference  to
                  Exhibit 3.9 to AOL Time  Warner's  Registration  Statement  on
                  Form S-4 filed on February 11, 2000 (Reg. No. 333-30184)).

5                 Opinion of Paul T. Cappuccio,  Vice President, AOL Time Warner
                  Inc.

23.1              Consents of Ernst & Young LLP.

23.2              Consent of Paul T. Cappuccio,  Vice President, AOL Time Warner
                  Inc. (included in Opinion filed as Exhibit 5).

24                Powers of Attorney.

                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the registrant has
duly caused this  Registration  Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on January 11, 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  in  the
capacities and on the dates indicated.
<TABLE>
                  <S>                                <C>                                     <C>
                  Signature                          Title                                       Date

                     *                               Chief Executive Officer                 January 11, 2001
              Gerald M. Levin                        (principal executive officer)

                     *                               Chief Financial Officer,                January 11, 2001
             J. Michael Kelly                        Executive Vice President
                                                     (principal financial and
                                                      accounting officer) and Director

                     *                               Vice President and Director             January 11, 2001
           Christopher P. Bogart

                     *                               Director                                January 11, 2001
            Richard J. Bressler

                     *                               Vice President and Director             January 11, 2001
             Paul T. Cappuccio
</TABLE>

* By: /s/ J. Michael Kelly
   Name: J. Michael Kelly
   Attorney-In-Fact
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{"company-data": {"conformed-name": "AOL TIME WARNER INC", "cik": "0001105705", "assigned-sic": "7370"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53568", "film-number": "1507322"}, "business-address": {"street1": "75 ROCKEFELLER PLAZA", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "mail-address": {"street1": "75 ROCKEFELLER PLAZA", "city": "NEW YORK", "state": "NY", "zip": "10019"}}
As filed with the Securities and Exchange Commission on January 11, 2001
                              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. 1994 STOCK OPTION PLAN
                     TIME WARNER INC. 1997 STOCK OPTION PLAN
          TIME WARNER 1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full Title of the Plan)

                                 GERALD M. LEVIN
                             Chief Executive Officer
                              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
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
  Title of securities to        Amount to be        Proposed maximum       Proposed maximum           Amount of
       be registered           registered (1)      offering price per     aggregate offering      registration fee
                                                       share (2)               price (2)
---------------------------- ------------------- ----------------------- ---------------------- ----------------------

Common Stock,                  125,241,187                $30.68             $3,842,552,908            $960,639
$.01 par value per share
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
(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  upon  exercise  of options  which have been  granted  and/or may
     hereafter be granted under the above-referenced  plans  (collectively,  the
     "Option  Plans").  The  maximum  number  of  shares  which may be sold upon
     exercise  of  options  granted  under  the  Option  Plans  are  subject  to
     adjustment in accordance with certain anti-dilution and other provisions of
     such Plans.  Accordingly,  pursuant to Rule 416 under the Securities Act of
     1933,  as amended  (the  "Securities  Act"),  this  Registration  Statement
     covers,  in addition to the number of shares stated above, an indeterminate
     number of shares which may be 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(c)  and (h)  under the  Securities  Act as
     follows: (i) in the case of shares of Common Stock which may be issued upon
     exercise of outstanding  options granted under the Option Plans, the fee is
     calculated  on the basis of the price at which the options may be exercised
     and (ii) in the case of shares of Common  Stock for which  options have not
     yet been  granted  under  the  Option  Plans the  option  price of which is
     therefore unknown, the fee is calculated on the basis of the average of the
     high and low sale prices per share of America Online,  Inc. common stock on
     the New York Stock  Exchange as of a date  (January 8, 2001) within five
     business days prior to filing this Registration Statement.

                                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 issued  upon the  exercise  of  options  (collectively,  "Options")
granted or to be granted under the option plans listed below (collectively,  the
"Option Plans").

         Upon  consummation  of the mergers (the  "Merger")  provided for in the
Second  Amended and Restated  Agreement and Plan of Merger,  dated as of January
10, 2000, among the Registrant,  America Online, Inc. ("America  Online"),  Time
Warner Inc.  ("Time  Warner"),  America  Online  Merger Sub Inc., a wholly owned
subsidiary of the Registrant ("AOL Merger Sub") and Time Warner Merger Sub Inc.,
a wholly owned  subsidiary of the Registrant  ("TW Merger Sub"),  AOL Merger Sub
will be merged  into  America  Online and TW Merger Sub will be merged into Time
Warner.  As a result,  America  Online and Time Warner will each become a wholly
owned  subsidiary  of the  Registrant.  In addition,  upon  consummation  of the
Merger,  the  Registrant  will assume the  obligations  of Time Warner under the
Option  Plans and (i) each  option  to  purchase  America  Online  common  stock
outstanding immediately prior to the effective time of the Merger will become an
option to acquire an equal number of shares of the Registrant's  Common Stock at
a price per share equal to the per share exercise  price  specified in each such
option,  (ii) each  option to  purchase  Time Warner  common  stock  outstanding
immediately  prior to the effective  time of the Merger will become an option to
acquire a number of shares of the Registrant's Common Stock equal to the product
of 1.5 multiplied by the number of shares of Time Warner common stock that would
have been obtained  before the Merger upon  exercise of such option  (rounded to
the  nearest  whole  share)  at a  price  per  share  (rounded  to  the  nearest
one-hundredth of a cent) equal to the per share exercise price specified in each
such option divided by 1.5, (iii) each  outstanding  restricted share of America
Online  common  stock  will  be  converted  into  one  restricted  share  of the
Registrant's  Common Stock and (iv) each  outstanding  restricted  share of Time
Warner common stock will be converted  into the number of  restricted  shares of
the Registrant's  Common Stock that is equal to the product of 1.5 multiplied by
the shares of Time Warner common stock subject to the award.

         This  Registration  Statement  relates  to  the  Common  Stock  of  the
Registrant issuable upon exercise of the Options pursuant to the Option Plans as
follows:

o     105,750,187  shares  subject to the AOL Time Warner Inc. 1994 Stock Option
      Plan  (named the Time  Warner  Inc.  1994 Stock  Option  Plan prior to the
      Merger)
o     18,750,000  shares  subject to the Time Warner Inc. 1997 Stock Option Plan
      and
o     741,000  shares  subject to the Time  Warner  1996 Stock  Option  Plan for
      Non-Employee Directors.

                                     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.

                                     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,  America Online,  Inc. (File No. 1-12143) and Time
Warner Inc. (File No. 1-12259)  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) America  Online,  Inc.'s  Annual Report on Form 10-K for the fiscal
year ended  June 30,  2000  (filing  date  September  22,  2000),  as amended by
Amendment  No. 1 thereto on Form 10-K/A  dated  October 27,  2000  (filing  date
October 30, 2000).

         (b)  America  Online,  Inc.'s  Quarterly  Report  on Form  10-Q for the
quarterly period ended September 30, 2000 (filing date November 9, 2000).

         (c) Time Warner  Inc.'s  Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (filing date March 30, 2000) as amended by Amendment No.
1 thereto on Form 10-K/A dated June 26, 2000 (filing date June 27, 2000).

         (d) Time Warner Inc.'s  Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000 (filing date May 15, 2000).

         (e) Time Warner Inc.'s  Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2000 (filing date August 14, 2000).

         (f) Time Warner Inc.'s  Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2000 (filing date November 13, 2000).

         (g) Time Warner  Inc.'s  Current  Report on Form 8-K dated  January 10,
2000 (filing date January 14, 2000).

         (h) Time Warner  Inc.'s  Current  Report on Form 8-K dated  January 23,
2000 (filing date January 28, 2000).

         (i) Time Warner  Inc.'s  Current  Report on Form 8-K dated  February 2,
2000 (filing date February 10, 2000).

         (j) Time Warner  Inc.'s  Current  Report on Form 8-K dated  January 10,
2000 (filing date February 11, 2000).

         (k) Time Warner Inc.'s  Current Report on Form 8-K dated March 13, 2000
(filing date March 13, 2000).

         (l) Time Warner Inc.'s  Current Report on Form 8-K dated March 31, 2000
(filing date March 31, 2000).

         (m) Time Warner Inc.'s  Current Report on Form 8-K dated April 12, 2000
(filing date April 19, 2000).

         (n) Time Warner Inc.'s  Current Report on Form 8-K dated April 19, 2000
(filing date April 25, 2000).

         (o) Time Warner  Inc.'s  Current  Report on Form 8-K dated May 22, 2000
(filing date May 22, 2000).

         (p) Time Warner Inc.'s Current Report on Form 8-K dated October 5, 2000
(filing date October 5, 2000).

         (q)  Description  of the  Registrant's  Common  Stock  included  in the
Registrant's Registration Statement on Form S-4 (Reg. No. 333-30184) filed under
the  Securities  Act of 1933,  including  any  amendment or report filed for the
purpose of updating such description.

         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.

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 VII 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 VII 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.

           (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 15(d) of the
           Securities  Exchange Act of 1934 (and, where applicable,  each filing
           of an employee benefit plan's annual report pursuant to 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.

                                  EXHIBIT INDEX

Exhibit           Description of Exhibit
Number

4.1               Certificate of Incorporation of AOL Time Warner  (incorporated
                  by reference to Exhibit 3.1 to AOL Time Warner's  Registration
                  Statement  on Form S-4 filed on February  11,  2000 (Reg.  No.
                  333-30184)).

4.2               By-laws  of AOL Time  Warner  (incorporated  by  reference  to
                  Exhibit 3.9 to AOL Time  Warner's  Registration  Statement  on
                  Form S-4 filed on February 11, 2000 (Reg. No. 333-30184)).

5                 Opinion of Paul T. Cappuccio,  Vice President, AOL Time Warner
                  Inc.

23.1              Consents of Ernst & Young LLP.

23.2              Consent of Paul T. Cappuccio,  Vice President, AOL Time Warner
                  Inc. (included in Opinion filed as Exhibit 5).

24                Powers of Attorney.

                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the registrant has
duly caused this  Registration  Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on January 11, 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  in  the
capacities and on the dates indicated.
Signature                          Title                                       Date

                     *                               Chief Executive Officer                 January 11, 2001
              Gerald M. Levin                        (principal executive officer)

                     *                               Chief Financial Officer,                January 11, 2001
             J. Michael Kelly                        Executive Vice President
                                                     (principal financial and
                                                      accounting officer) and Director

                     *                               Vice President and Director             January 11, 2001
           Christopher P. Bogart

                     *                               Director                                January 11, 2001
            Richard J. Bressler

                     *                               Vice President and Director             January 11, 2001
             Paul T. Cappuccio
* By: /s/ J. Michael Kelly
   Name: J. Michael Kelly
   Attorney-In-Fact