UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of Earliest Event Reported): December 6, 2004

                                TIME WARNER INC.

             (Exact Name of Registrant as Specified in its Charter)


            Delaware                       1-15062               13-4099534
            --------                       -------               ----------
(State or Other Jurisdiction of   (Commission File Number)     (IRS Employer
       Incorporation)                                        Identification No.)


                One Time Warner Center, New York, New York 10019
                ------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                  212-484-8000
                                  ------------
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
                                 --------------
          (Former Name or Former Address, if Changed Since Last Report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13-4(c))







Item  8.01  Other Events.

America Online Note Redemption
- ------------------------------

     As previously  reported by Time Warner Inc.  (the  "Company") at page 32 in
the Company's  quarterly report on Form 10-Q for the quarter ended September 30,
2004 (the  "September  2004 Form 10-Q"),  the Company and America  Online,  Inc.
("AOL"),  a wholly owned  subsidiary of the Company,  called for redemption,  to
occur on December 6, 2004, of all of the Convertible Subordinated Notes due 2019
issued by AOL (the "Zero-Coupon Notes"). On December 6, 2004, the Company repaid
in full all accrued and  outstanding  amounts under the  Zero-Coupon  Notes (not
including a nominal amount of Zero-Coupon Notes that were converted) and retired
the Zero-Coupon  Notes. The aggregate amount of such payments was  approximately
$1.22 billion, which amount was paid with cash on hand.

America Online Restructuring
- ----------------------------

     As previously  reported at page 22 in the September 2004 Form 10-Q,  during
the third quarter of 2004, AOL began  considering plans to realign its resources
more  efficiently  in  response  to the  changing  dynamics  of its  businesses.
Subsequently, in November 2004, AOL reorganized its management and operations to
more effectively focus AOL's businesses on the markets served.

     On December 7 and November 23, 2004,  AOL  committed to plans to reduce its
workforce to align the  workforce  with AOL's new  management  structure.  These
plans are  expected to result in pre-tax  charges in the fourth  quarter of 2004
totaling   approximately   $60  million  for   severance   benefits   (of  which
approximately  $5 million  relates to the November 23, 2004 plan).  The employee
terminations  pursuant to these  plans will be  principally  completed,  and the
corresponding severance benefits paid, in the first quarter of 2005.








                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                         TIME WARNER INC.


                                          By:  /s/  Wayne H. Pace
                                             -----------------------------------
                                             Name:  Wayne H. Pace
                                             Title: Executive Vice President and
                                                    Chief Financial Officer

  Date:  December 10, 2004