8-K

               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 25, 1996


                        TIME WARNER INC. 
     (Exact name of registrant as specified in its charter)


       Delaware                  1-8637         13-1388520  
(State or other jurisdiction  (Commission    (I.R.S. Employer
     of incorporation         File Number)   Identification No.)
     or organization)


            75 Rockefeller Plaza, New York, NY 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)



Item 5.  

          Time Warner Inc. issued a press release on March 25,
1996 in the form attached hereto as Exhibit 99.


Item 7.   Exhibits

   99     Press Release dated March 25, 1996.




                           SIGNATURES

          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, thereunto duly authorized, in the
City of New York, State of New York, on March 25, 1996.


                              TIME WARNER INC.


                              By:   s/  Thomas W. McEnerney
                                 Name:  Thomas W. McEnerney
                                 Title: Vice President


                          EXHIBIT INDEX
               Pursuant to Item 601 of Regulation S-K

                                                  Sequentially
Exhibit No.    Description of Exhibit               Numbered   

    99         Press Release, dated March              4
               25, 1996.

EX-99

For Immediate Release

                TIME WARNER ANNOUNCES DEBT REDUCTION
  --Company to issue $ 1 Billion security to further reduce debt--
              --Debt Reduction Program at $2.6 billion--
                     --Credit Ratios Improved--

New York, March 25, 1996 -- Time Warner Inc. announced plans today to
reduce debt by $1 billion by issuing an exchangeable preferred stock
under rule 144A. The proceeds will be used to reduce debt.

In making the announcement, Chairman and CEO Gerald M. Levin said,
"By realizing the cash value of a portion of our preferred equity in
Time Warner Entertainment, we will bring our debt reduction program to
$2.6 billion.  As we go forward, we will continue to work toward further
strengthening our balance sheet and improving our ratios."

Time Warner Senior Vice President and Chief Financial Officer Richard
J. Bressler added, "This new preferred security will monetize a portion
of our non-cash generating Series B Preferred capital account in TWE.
The proceeds will be utilized to reduce our debt.  Our debt reduction
efforts have strengthened our balance sheet and improved our key
financial ratios, demonstrating our continuing commitment to an
investment grade rating."

The securities will initially be offered in a private placement under
rule 144A, will not be registered under the United States Securities
Act of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements.

This news release shall not constitute an offer to sell or the 
solicitation of an offer to buy, nor shall there be an offer or sale of
the securities in the proposed offering in any State in which such offer,
solicitation or sale would be unlawful prior to registration or 
qualification under the securities laws of any such State.

Time Warner Inc., the world's leading media company, consists of three
fundamental businesses: entertainment, news and information and
telecommunications with interests in filmed entertainment, television
production, broadcasting, recorded music and music publishing, cable
television programming, theme parks, magazine and book publishing, and
cable television.

Contact:
Ed Adler
(212) 484-6630