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): August 4, 2006

                                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 240.13e-4(c))








Item 3.02  Unregistered Sales of Equity Securities.


On August 4, 2006,  Time Warner Inc.  ("Time  Warner" or the  "Company")  issued
49,115,656  shares of the  Company's  common  stock,  par  value  $.01 per share
("Common Stock"),  upon conversion by five wholly owned  subsidiaries of Liberty
Media Corporation (collectively, "Liberty") of an aggregate of 49,115,656 shares
of the Company's Series LMCN-V Common Stock ("LMCN-V Stock") held by Liberty. As
a result of this  conversion,  the  number of issued and  outstanding  shares of
Company  Common  Stock  increased  by  49,115,656  and the  number of issued and
outstanding  shares of LMCN-V Stock  decreased  by the same amount.  Immediately
following this conversion,  Liberty held 43,529,380  shares of LMCN-V Stock. 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.

As previously  reported in the Company's  Quarterly  Report on Form 10-Q for the
quarter  ended June 30,  2006,  the Company is subject to the terms of a consent
decree  (the  "Turner  Consent  Decree")  entered  into in  connection  with the
approval by the Federal  Trade  Commission  (the  "FTC") of the  acquisition  of
Turner  Broadcasting  System,  Inc. by Historic TW Inc. ("Historic TW") in 1996.
The Turner Consent  Decree  required,  among other things,  that any Time Warner
stock held by Liberty be non-voting stock, except that it would be entitled to a
vote of 1/100 of a vote per share when voting with the outstanding  common stock
on the  election of  directors  and a vote equal to the vote of the common stock
with respect to  corporate  matters  that would  adversely  change the rights or
terms of the stock. On February 16, 2006,  Liberty filed a petition with the FTC
seeking to  terminate  the  Turner  Consent  Decree as it  applies  to  Liberty,
including all voting restrictions on its Time Warner stock holdings. On June 14,
2006, the FTC issued an order granting Liberty's petition. As a result,  Liberty
now has the  ability  to  request  that the  shares of LMCN-V  Stock it holds be
converted into shares of Common Stock.







                                    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:  August 9, 2006