EXHIBIT 10.12


                         NOTICE OF GRANT OF STOCK OPTION

                                                                Time Warner Inc.
                                                                 ID:  13-4099534
                                                          One Time Warner Center
                                                         New York, NY 10019-8016


I, ___________________, am the Participant.               ID:  _________________

Participant has been granted options to buy Time Warner Common Stock (the "Stock
Options") as follows:

Non-Qualified Stock Option Grant Number:                         _______________
Date of Grant:                                                   _______________
Purchase Price per Share:                                        _______________
Total Number of Shares Granted:                                  _______________

Time Warner and I agree that these options are granted under and governed by the
terms and conditions of the <> (the "Plan") and <>
(the  "Agreement"),  all of which are incorporated by reference into, and made a
part of, this document, and which I can access and review through the HR Website
at http://infocenter.twi.com/en/employees_first/stock_options/plans_and_
agreements/index.html.  I am  also  advised  to  refer  to the  Prospectus  that
contains a Summary Plan Description of the plan (the "Plan Summary"), which also
may be accessed through the HR Website.

I hereby  consent  to  receive  the Plan,  the  Agreement  and the Plan  Summary
electronically via the HR Website, and I agree that I have had an opportunity to
review these records.

I understand that my Stock Options shall become vested and  exercisable  only in
accordance  with  the  following  vesting  schedule,  subject  to the  Plan  and
Agreement terms:

         Number of Shares           Vesting Date              Expiration Date





I  understand  that  the  vesting  of my Stock  Options  will  cease in  certain
circumstances,  including  but not limited to,  termination  of  employment,  as
provided in the Plan and Agreement.

I  understand  there  is a  limited  time  period  to  exercise  my  vested  and
exercisable  options  following a termination of employment,  and that if vested
and  exercisable  Stock Options





are not exercised within the prescribed time period in the Agreement,  they will
be canceled and cannot ever be exercises, as provided in the Plan and Agreement.

I understand  that my unvested Stock Options will be canceled upon a termination
of  employment  and  cannot  ever be  exercised,  as  provided  in the  Plan and
Agreement.

I understand  that, in order to manage and administer my stock  options,  TW and
its affiliates will process, use and transfer certain personal information about
me,  as  detailed  and  described  in  Section  22 of the  Agreement,  which  is
incorporated by reference into and made part of this notice.

I further  agree that I have read and will comply with TW's  Securities  Trading
Policy (also  accessible on the HR Web site),  which I understand may be updated
from time to time.

I understand that I may be entitled now and from time to time to receive certain
other  documents,  including  TW's  annual  report  to  stockholders  and  proxy
statements  (which become available each year  approximately  three months after
TW's  fiscal  year  end),  and  I  hereby  consent  to  receive  such  documents
electronically on the Web or as TW directs.

By signing below,  I am indicating  agreement with each provision of this Notice
and the  Agreement,  which is part of this Notice.  This Notice  supersedes  any
other notices with the same grant number.

----------------------                                  ------------------------
Time Warner Inc.                                        Date


READ AND AGREED


----------------------                                  ------------------------
[Name]                                                  Date

Please  return the signed  form to your  local HR  representative  or Stock Plan
Administration as this address: One Time Warner Center - Rm. 16-272
                                New York, NY 10019-8016


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