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): March 31, 2005

                                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 240.13e-4(c))







Item  3.02  Unregistered Sales of Equity Securities.


Conversion of Series A Mandatorily Convertible Preferred Stock
- --------------------------------------------------------------

     On March 31, 2005, Time Warner Inc. (the "Company) issued 83,835,883 shares
of its common stock, par value $.01 per share ("Common Stock"),  to TWE Holdings
II Trust, a Delaware  statutory  trust formed for the benefit of a subsidiary of
Comcast Corporation, upon the automatic conversion of the share of the Company's
Series A Mandatorily  Convertible  Preferred Stock ("Series A Preferred  Stock")
held by the Trust.  Pursuant to the terms of the Series A Preferred  Stock,  the
number of shares of Common Stock issued upon such  conversion  was determined by
dividing $1.5 billion by the average of the daily volume weighted  average price
of the  Company's  Common Stock for the fifteen  trading days from March 9, 2005
through March 30, 2005.  Prior to the  conversion,  an estimate of the number of
shares of Common Stock  issuable  upon the  conversion of the Series A Preferred
Stock  based on the fair  market  value  of the  Common  Stock at the end of the
applicable  period was  included in the  calculation  of the  Company's  diluted
earnings per share but not its basic earnings per share.  Following the issuance
of the Common Stock upon the  conversion  of the Series A Preferred  Stock,  the
shares issued will be included in the  calculation of both the basic and diluted
earnings per share  beginning March 31, 2005. In connection with the issuance of
Common Stock upon conversion of the Series A Preferred Stock, the Company relied
on the exemption from registration afforded by Section 3(a)(9) of the Securities
Act of 1933, as amended.

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

     On February  1, 2005,  the Company  issued  9,400,000  shares of its Common
Stock upon conversion by wholly owned  subsidiaries of Liberty Media Corporation
(collectively,  "Liberty") of an aggregate of 9,400,000  shares of the Company's
Series LMCN-V Common Stock ("LMCN-V  Stock") held by Liberty.  Through March 31,
2005,  Liberty has converted an aggregate of 74,870,395  shares of LMCN-V Stock.
As instructed by Liberty,  the Company  delivered the 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 Common
Stock must be  converted  back into LMCN-V  Stock.  During the term of the stock
loan,  Liberty has no right to vote the loaned 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.  As a result of this  conversion,  the number of issued and
outstanding shares of Company Common Stock increased by 9,400,000 and the number
of issued and  outstanding  shares of LMCN-V Stock decreased by the same amount.
The  calculations of the Company's basic and diluted  earnings per share are not
affected by this conversion  because the issued and outstanding shares of LMCN-V
Stock  have  historically  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.












                                    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: April 1, 2005