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 27, 2004

                                TIME WARNER INC.

             (Exact Name of Registrant as Specified in its Charter)

         Delaware                       1-15062                 13-4099534
         --------                       -------                 ----------
(State or Other Jurisdiction    (Commission File Number)       IRS Employer
     of 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  3.02  Unregistered Sales of Equity Securities.

Conversion of Shares of Series LMCN-V Common Stock
- -------------------------------------------------------------

     On December 27, 2004,  Time Warner Inc. (the "Company")  issued  65,470,395
shares of its common stock, par value $ .01 per share, upon conversion by wholly
owned subsidiaries of Liberty Media Corporation (collectively,  "Liberty") of an
aggregate of  65,470,395  shares of the  Company's  Series  LMCN-V  Common Stock
("LMCN-V  Stock")  held by  Liberty.  As  instructed  by  Liberty,  the  Company
delivered  such  shares  of its  common  stock  to a  financial  institution  in
connection with a stock loan arrangement  entered into by Liberty.  According to
Liberty, the stock loan is related to its existing hedging activity. Pursuant to
the stock loan  agreement,  the financial  institution  may return the shares to
Liberty  at any time and must  return  the  shares  to  Liberty  upon  Liberty's
request,  at  which  time the  shares  of the  Company's  common  stock  must be
converted back into LMCN-V Stock. As a result of this conversion,  the number of
issued  and  outstanding  shares  of  Company  common  stock  will  increase  by
65,470,395 and the number of issued and outstanding  shares of LMCN-V Stock will
decrease by the same amount.  The calculation of the Company's basic and diluted
earnings per share will not be affected since all of the issued and  outstanding
shares  of  LMCN-V  Stock  have  previously  been  included  in such  per  share
calculations. In connection with the issuance of common stock upon conversion of
the LMCN-V Stock, the Company relied on the exemption from registration afforded
by Section 3(a)(9) of the Securities Act of 1933, as amended.

     As  required  by  the  terms  of a  consent  decree  of the  Federal  Trade
Commission  ("FTC") issued in 1997 in connection  with the acquisition of Turner
Broadcasting  System,  Inc. by a  predecessor  of the Company and  applicable to
Liberty,  Liberty is permitted only extremely limited voting rights with respect
to the Company.  Accordingly, each share of LMCN-V Stock is permitted only 1/100
of a vote on certain  limited  matters.  The decree was  modified  by the FTC on
December 21, 2004, to permit Liberty to lend the Company's  common stock as long
as,  during the term of the stock loan,  Liberty has no right to vote the loaned
Company  common  stock or direct the voting of the common  stock by the party to
which the stock is loaned and  cannot,  directly  or  indirectly,  influence  or
attempt to influence voting of the common stock by such party.











                                    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/ Robert Marcus
                                                 -------------------------------
                                                 Name:  Robert Marcus
                                                 Title: Senior Vice President

  Date:  December 29, 2004