Exhibit 99.2

 Statement Under Oath of Principal Executive Officer and Principal Financial
   Officer Regarding Facts and Circumstances Relating to Exchange Act Filings


I, Wayne H. Pace, state and attest that:

          (1) To the best of my  knowledge,  based upon a review of the  covered
     reports of AOL Time Warner Inc.,  and,  except as corrected or supplemented
     in a subsequent covered report:

               o    no  covered  report  contained  an  untrue  statement  of  a
                    material  fact as of the end of the  period  covered by such
                    report (or in the case of a report on Form 8-K or definitive
                    proxy materials, as of the date on which it was filed); and

               o    no covered report omitted to state a material fact necessary
                    to make the  statements in the covered  report,  in light of
                    the circumstances under which they were made, not misleading
                    as of the end of the period  covered  by such  report (or in
                    the  case  of a  report  on  Form  8-K or  definitive  proxy
                    materials, as of the date on which it was filed).

          (2) I have reviewed the contents of this  statement with the Company's
     audit committee.

          (3) In this statement under oath each of the following, if filed on or
     before the date of this statement, is a "covered report":

               o    Annual  Report on Form 10-K for the year ended  December 31,
                    2001 of AOL Time Warner Inc.;

               o    all  reports on Form 10-Q,  all  reports on Form 8-K and all
                    definitive  proxy  materials  of AOL Time Warner Inc.  filed
                    with the  Commission  subsequent  to the  filing of the Form
                    10-K identified above; and

               o    any amendments to any of the foregoing.



 /s/ Wayne H. Pace                                       Subscribed and sworn to
--------------------                                     before me this 14th day
     Wayne H. Pace                                       of August, 2002
     Chief Financial Officer



August 14, 2002                                           /s/ Elisa N. Sheridan
                                                          ----------------------
                                                          Notary Public

                                                          My Commission Expires:

                                                          February 17, 2006