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):
                          April 2, 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 April 2,
1996 in the form attached hereto as Exhibit 99.


Item 7.   Exhibits

   99     Press Release dated April 2, 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 April
3, 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 April              4
               2, 1996.

EX-99

For Immediate Release

       TIME WARNER RAISES $1.5 BILLION FOR DEBT REDUCTION

            --Debt Reduction Program at $3.1 billion--

NEW YORK, Apr. 2, 1996 - Time Warner Inc. today raised $1.5 billion
for debt reduction by pricing its offering of exchangeable preferred 
stock under rule 144A, it was announced by Time Warner Chairman and CEO 
Gerald M. Levin.

In making the announcement, 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 $3.1 billion.  
Our debt reduction efforts have strengthened our balance sheet, 
demonstrating our continuing commitment to an investment-grade 
rating.  As we go forward, we will continue to work toward 
further strengthening our balance sheet and improving our ratios."

The offering will consist of 1.5 million shares of 10-1/4% Series K
Exchangeable Preferred Stock with an aggregate liquidation
preference of $1.5 billion.

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.