8-A12B

              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

                           FORM 8-A

       For Registration of Certain Classes of Securities
            Pursuant to Section 12(b) or (g) of the
                Securities Exchange Act of 1934


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


        DELAWARE                              13-1388520     
(State of incorporation or                   (IRS Employer    
      organization)                        Identification No.)

75 Rockefeller Plaza, New York, New York           10019  
(Address of principal executive offices)        (Zip Code) 


Securities to be registered pursuant to Section 12(b) of the
Act:

Title of each class           Name of each exchange on which
to be so registered           each class is to be registered
7.975% Notes Due              New York Stock Exchange, Inc.
August 15, 2004     

8.11% Debentures              New York Stock Exchange, Inc.
Due August 15, 2006 

8.18% Debentures              New York Stock Exchange, Inc.
Due August 15, 2007 

If this Form relates to the registration of a class of debt 
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [X]

If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction
A.(c)(2), please check the following box.  [ ]

Securities to be registered pursuant to Section 12(g) of the
Act:  None



Item 1.  Description of Registrant's Securities to be Registered.

          Incorporated by reference to the sections entitled
"Description of Exchange Securities" and "Certain Federal
Income Tax Consequences--Interest, Original Issue Discount,
Acquisition Premium and Bond Premium with respect to the
Exchange Securities" set forth at pages 4-15 and 16-17 in the
Notice of Redemption to Holders of the Redeemable Reset Notes
Due August 15, 2002 of the Company dated July 31, 1995, filed
with the Securities and Exchange Commission as Exhibit T3E-1 to
Amendment No. 1 to the Company's Application for Qualification
on Form T-3 (File No. 22-22213) dated August 1, 1995.


Item 2.  Exhibits.

1.  Indenture dated as of January 15, 1993, between Time Warner Inc. and
Chemical Bank, as Trustee (incorporated by reference to Exhibit 4.11 to
Time Warner's Annual Report on Form 10-K for the year ended December 
31, 1992).

2.  Form of 7.975% Note Due August 15, 2004 of Time Warner Inc.*

3.  Form of 8.11% Debenture Due August 15, 2006 of Time Warner Inc.*

4.  Form of 8.18% Debenture Due August 15, 2007 of Time Warner Inc.*

_______________
* Filed herewith.

          

                           SIGNATURE

          Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                              TIME WARNER INC.

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

Dated:  August 22, 1995



                       INDEX TO EXHIBITS

                                                            Page
1.   Indenture dated as of January 15, 1993, 
     between Time Warner Inc. and Chemical Bank, 
     as Trustee (incorporated by reference to 
     Exhibit 4.11 to Time Warner's Annual Report 
     on Form 10-K for the year ended December 
     31, 1992).

2.   Form of 7.975% Note Due August 15, 2004 of 
     Time Warner Inc.*

3.   Form of 8.11% Debenture Due August 15, 2006 
     of Time Warner Inc.*

4.   Form of 8.18% Debenture Due August 15, 2007 
     of Time Warner Inc.*

_______________
* Filed herewith.   
 

EX-2

REGISTERED                                                     REGISTERED
  NUMBER                                                            $

                             TIME WARNER INC.
                      7.975% Note due August 15, 2004

                                                            CUSIP 887315 AV 1

TIME WARNER INC., a Delaware corporation (the "Company", which term
includes any successor referred to in the within-mentioned Indenture), 
for value received, hereby promises to pay to

, or registered assigns, the principal sum of U.S. Dollars

in cash on August 15, 2004, upon the terms and subject to the
conditions set forth on the reverse hereof.

This Note shall bear interest as set forth on the reverse hereof.

Additional provisions of this Note are set forth on the reverse hereof.

Issue Date: August 15, 1995

CHEMICAL BANK, as Trustee, certifies that this Note is one of the
Securities referred to in the within-mentioned Indenture,

       By
Authorized Officer                          TIME WARNER INC.,
                                                  By

                              Assistant Secretary     Senior Vice President and
                                                       Chief Financial Officer

SEAL                          FACSIMILE SIGNATURE         FACSIMILE SIGNATURE 



                            TIME WARNER INC.
                   7.975% Notes due August 15, 2004

1.  Indenture.  This Note is one of a duly authorized issue of
notes, bonds, debentures, or other evidences of indebtedness of
the Company (the "Securities"), of the series hereinafter
7specified, all issued or to be issued under an Indenture dated as
of January 15, 1993 (the "Indenture"), duly executed and
delivered by the Company to Chemical Bank, as Trustee (the
"Trustee" which, subject to the provisions of Article Six of
the Indenture, also includes its successors and assigns as
Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a
description of the respective rights and duties thereunder of the
Trustee, the Company and the Holders of the Securities.  The
Securities may be issued in one or more series, which different
series may be issued in various aggregate principal sums, may
mature at different times, may bear interest at different rates,
may have different conversion prices (if any), may be subject to
different redemption provisions (if any), may be subject to
different sinking, purchase or analogous funds (if any), may be
subject to different covenants and Events of Default and may
otherwise vary as provided in the Indenture.  This Note is one of
a series designated as the "7.975% Notes Due August 15, 2004"
of the Company (the "Notes") issued under the Indenture with an
aggregate principal amount at its Stated Maturity of $274,189,350
(the "Principal Amount").  The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C.77aaa-77bbb) 
as in effect from time to time.  The Notes are subject to all
such terms and Holders are referred to the Indenture and the 
Trust Indenture Act of 1939 for a statement of those terms.
Capitalized terms used but not defined in the Notes have the
meanings ascribed to them in the Indenture.

2.  Interest.  The Notes shall bear interest on the Principal
Amount at the rate of 7.975% per annum (the "Specified Rate").
The Company will pay interest semiannually in arrears on February
15 and August 15 of each year (each an "Interest Payment Date")
commencing on February 15, 1996.  Interest on the Notes shall
accrue from August 15, 1995 or from the most recent date to which
interest has been paid.  Interest shall be computed on the basis
of a 360-day year of twelve 30-day months.  The interest payment
at the Stated Maturity of the Principal Amount will include
interest accrued to but excluding the date of such Stated
Maturity and will be payable to the Person to whom principal is
payable.

If the Principal Amount of, and any accrued interest on, the
Notes is declared due and payable as provided in Section 10, the
Company shall pay interest on the overdue Principal Amount at a
rate per annum equal to the Specified Rate, and it shall pay
interest on overdue installments of interest at the same rate (to
the extent that payment of such interest shall be legally
enforceable).  Such interest shall accrue from the date such
overdue amount was due to the date payment of such amount,
including interest thereon, has been made or duly provided for.
All such interest shall be payable in cash on demand.
 
If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest, plus (to the extent that the
payment of such interest shall be legally enforceable), any
interest payable on the defaulted interest, to the Persons who
are Holders on a subsequent special record date.  Such date shall
be at least five, and no more than 15, Trading Days before the
payment date.  The Company shall fix or cause to be fixed the
special record date and the payment date.  At least 15 calendar
days before the special record date, the Company shall mail or
cause to be mailed to each Holder a notice that states the
special record date, the payment date and the amount of defaulted
interest to be paid.

"Trading Day" shall mean any day other than a Saturday, Sunday
or a day on which banking institutions in New York City are
authorized or obligated by law or executive order to close.

3.  Method of Payment.  The Company shall pay interest on the
Notes (except defaulted interest) to the Persons in whose names
the Notes are registered at the close of business on the February
1 or August 1 next preceding the Interest Payment Date (the
"Regular Record Date") on the register kept by or on behalf of
the Company for that purpose, even if Notes are canceled after
such record date and on or before the Interest Payment Date.
Holders must surrender Notes to the Trustee to collect principal
payments.  The Company shall pay interest, defaulted interest,
defaulted principal and principal at the Stated Maturity of such
principal in cash.  The Company shall pay cash amounts in money
of the United States that at the time of payment is legal tender
for payment of public and private debts.  However, the Company
may make such cash payments by check payable in such money.  It
may mail an interest check to Holders at their last addresses as
the same appear on the Security Register.  The Company has
appointed the Trustee to be Security registrar, but has reserved
the right to change the registrar or to itself act as registrar
(the Trustee or such other registrar, the "Registrar").  The
Company shall also have the right, at its sole option, to make
all interest payments by wire transfer in accordance with the
wire transfer instructions furnished to the Registrar at least 30
days prior to the applicable Interest Payment Date by each Holder
that wishes to receive payment by wire transfer.  The Company
shall not be liable for any delay in payment or transfer with
respect to interest payments made by the Company by way of wire
transfer.  The election by the Company to make any particular
interest payment by wire transfer shall not create any
implication that any future interest payment shall be made by
wire transfer.

4.  No Redemption.  The Notes are not redeemable prior to the
Stated Maturity of the Principal Amount and will not be subject
to any sinking fund.
 
5.  Denominations; Transfer; Exchange.  The Notes are in
registered form without coupons in denominations of $1,000 and
integral multiples of $1,000 ("Authorized Denominations"),
except that one Note may be in a denomination of $350.  The Notes
may be exchanged for a like aggregate principal amount of the
Notes of other Authorized Denominations at the office or agency
of the Company in the Borough of Manhattan, the City of New York,
and in the manner and subject to the limitations provided in the
Indenture.  Upon due presentment for registration of transfer of
any Notes at the office or agency of the Company in the Borough
of Manhattan, the City of New York, a new Note or Notes of
Authorized Denominations for a like aggregate principal amount
will be issued to the transferee in exchange therefor, subject to
the limitations provided in the Indenture.  No service charge
shall be made for any such transfer or exchange, but the Company
may require payment of a sum sufficient to cover any tax
assessment or other governmental charge payable in connection
therewith.

6.  Persons Deemed Owners.  Subject to the provisions of the
Indenture, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name any Note is
registered as the owner of such Note for all purposes, whether or
not such Note is overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

7.  Defeasance.  As provided in the Indenture and subject to the
satisfaction of certain conditions set forth therein, including
the deposit of certain trust funds in trust, at the Company's
option, either (i) the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and the
obligations under, the Securities of any series and to have
satisfied all the obligations (with certain exceptions) under the
Indenture relating to the Securities of such series or (ii) the
Company shall cease to be under any obligation to comply with any
term, provision or condition of certain restrictive covenants
under the Indenture or of any provisions set forth, with respect
to the Securities of such series, in any additions or changes to
or deletions from the covenants and Events of Default under the
Indenture or in the Board Resolution or supplemental indenture
with respect to the Securities of such series.

8.  Amendment, Supplement, Waiver.  The Indenture permits, with
certain exceptions as therein provided, the Company and the
Trustee to enter into supplemental indentures to the Indenture
for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or
of modifying in any manner the rights of the Holders of the
Securities of each series under the Indenture with the consent of
the Holders of not less than a majority in principal amount of
the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of
such series.  The Indenture also permits the Holders of a
majority in principal amount of the Securities at the time
Outstanding of each series on behalf of the Holders of all
Securities of such series to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults and
their consequences with respect to such series under the
Indenture.  Any such consent or waiver by a Holder of the Notes
shall be conclusive and binding upon such Holder and upon all
future Holders of such Note and of any Notes issued upon the
registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made
upon such Notes or such other Notes.
 
Notwithstanding anything to the contrary contained herein, the
Company may elect, at its sole option, upon notice to the Trustee
but without the consent of any Holders of the Notes, to add any
restrictive covenants to the terms and conditions of the Notes or
to provide that the Notes shall be convertible or exchangeable at
the option of the Holder into specified equity or debt securities
of the Company or any other Person.

9.  Obligation Absolute.  No reference herein to the Indenture
and no provision of the Notes or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and
unconditional, to pay the Principal Amount and any premium of and
any interest on the Notes at the place, rate and respective times
and in the coin or currency prescribed herein and in the
Indenture.

10.  Defaults and Remedies.  If an Event of Default with respect
to the Notes shall have occurred and be continuing, the Principal
Amount of the Notes and all accrued and unpaid interest thereon
may be declared due and payable in the manner and with the effect
provided in the Indenture.

11.  Authentication.  Unless the certificate of authentication on
any Note has been manually executed by or on behalf of the
Trustee under the Indenture, such Note shall not be entitled to
any benefits under the Indenture or be valid or obligatory for
any purpose.
 
12.  Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (=tenants in
common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with right of survivorship and not as tenants in common),
CUST (=Custodian), and U G M A (=Uniform Gifts to Minors Act).

13.  CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification procedures, the
Company has caused a CUSIP number to be printed on the Notes.  No
representation is made as to the accuracy of such CUSIP number as
printed on the Notes and reliance may be placed only on the other
identification numbers placed hereon.
 
14.  Miscellaneous.  The Notes shall be governed by and construed
in accordance with the laws of the State of New York, as applied
to contracts made and performed within the State of New York,
without regard to principles of conflict of laws.

The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture.  Requests may be made to:
Time Warner Inc., 75 Rockefeller Plaza, New York, NY, 10019,
Attention of General Counsel.
 
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and Address of Assignee, including zip code, must be
printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably
constituting and appointing                                      Attorney

to transfer the said Note on the books of the Company, with full
power of substitution in the premises.

Dated:

   NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of this Note in every
particular without alteration or enlargement or any change
whatsoever and must be guaranteed by a commercial bank or trust
company having its principal office or a correspondent in the
City of New York or by a member or member's organization of the
New York Stock Exchange.

Signature Guarantee:  

Dated:

EX-3

REGISTERED                                                    REGISTERED
NUMBER                                                             $
                              TIME WARNER INC.
                    8.11% Debenture due August 15, 2006

                                                            CUSIP 887315 AW 9

TIME WARNER INC., a Delaware corporation (the "Company", which
term includes any successor referred to in the within-mentioned
Indenture), for value received, hereby promises to pay to

, or registered assigns, the principal sum of U.S. Dollars

in cash on August 15, 2006, upon the terms and subject to the
conditions set forth on the reverse hereof.

This Debenture shall bear interest as set forth on the reverse hereof.

Additional provisions of this Debenture are set forth on the reverse hereof.

Issue Date: August 15, 1995

CHEMICAL BANK, as Trustee, certifies that this Debenture is one
of the Securities referred to in the within-mentioned Indenture,

By
Authorized Officer                          TIME WARNER INC.,
                                                  By

                             Assistant Secretary     Senior Vice President and 
                                                      Chief Financial Officer

SEAL                         FACSIMILE SIGNATURE          FACSIMILE SIGNATURE 



                            TIME WARNER INC.
                    8.11% Debentures due August 15, 2006

1. Indenture.  This Debenture is one of a duly authorized issue
of notes, bonds, debentures, or other evidences of indebtedness
of the Company (the "Securities"), of the series hereinafter
specified, all issued or to be issued under an Indenture dated as
of January 15, 1993 (the "Indenture"), duly executed and
delivered by the Company to Chemical Bank, as Trustee (the
"Trustee" which, subject to the provisions of Article Six of
the Indenture, also includes its successors and assigns as
Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a
description of the respective rights and duties thereunder of the
Trustee, the Company and the Holders of the Securities.  The
Securities may be issued in one or more series, which different
series may be issued in various aggregate principal sums, may
mature at different times, may bear interest at different rates,
may have different conversion prices (if any), may be subject to
different redemption provisions (if any), may be subject to
different sinking, purchase or analogous funds (if any), may be
subject to different covenants and Events of Default and may
otherwise vary as provided in the Indenture.  This Debenture is
one of a series designated as the "8.11% Debentures Due August
15, 2006" of the Company (the "Debentures") issued under the
Indenture with an aggregate principal amount at its Stated
Maturity of $548,378,700 (the "Principal Amount").  The terms
of the Debentures include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture
Act of 1939 (15 U.S.C.77aaa-77bbb) as in effect from time to
time.  The Debentures are subject to all such terms and Holders
are referred to the Indenture and the Trust Indenture Act of 1939
for a statement of those terms.  Capitalized terms used but not
defined in the Debentures have the meanings ascribed to them in
the Indenture.
 
2.  Interest.  The Debentures shall bear interest on the
Principal Amount at the rate of 8.11% per annum (the "Specified
Rate").  The Company will pay interest semiannually in arrears
on February 15 and August 15 of each year (each an "Interest
Payment Date") commencing on February 15, 1996.  Interest on the
Debentures shall accrue from August 15, 1995 or from the most
recent date to which interest has been paid.  Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. 
The interest payment at the Stated Maturity of the Principal
Amount will include interest accrued to but excluding the date of
such Stated Maturity and will be payable to the Person to whom
principal is payable.

If the Principal Amount of, and any accrued interest on, the
Debentures is declared due and payable as provided in Section 10,
the Company shall pay interest on the overdue Principal Amount at
a rate per annum equal to the Specified Rate, and it shall pay
interest on overdue installments of interest at the same rate (to
the extent that payment of such interest shall be legally
enforceable).  Such interest shall accrue from the date such
overdue amount was due to the date payment of such amount,
including interest thereon, has been made or duly provided for.
All such interest shall be payable in cash on demand.
 
If the Company defaults in a payment of interest on the
Debentures, it shall pay the defaulted interest, plus (to the
extent that the payment of such interest shall be legally
enforceable), any interest payable on the defaulted interest, to
the Persons who are Holders on a subsequent special record date.
Such date shall be at least five, and no more than 15, Trading
Days before the payment date.  The Company shall fix or cause to
be fixed the special record date and the payment date.  At least
15 calendar days before the special record date, the Company
shall mail or cause to be mailed to each Holder a notice that
states the special record date, the payment date and the amount
of defaulted interest to be paid.

"Trading Day" shall mean any day other than a Saturday, Sunday
or a day on which banking institutions in New York City are
authorized or obligated by law or executive order to close.

3.  Method of Payment.  The Company shall pay interest on the
Debentures (except defaulted interest) to the Persons in whose
names the Debentures are registered at the close of business on
the February 1 or August 1 next preceding the Interest Payment
Date (the "Regular Record Date") on the register kept by or on
behalf of the Company for that purpose, even if Debentures are
canceled after such record date and on or before the Interest
Payment Date.  Holders must surrender Debentures to the Trustee
to collect principal payments.  The Company shall pay interest,
defaulted interest, defaulted principal and principal at the
Stated Maturity of such principal in cash.  The Company shall pay
cash amounts in money of the United States that at the time of
payment is legal tender for payment of public and private debts. 
However, the Company may make such cash payments by check payable
in such money.  It may mail an interest check to Holders at their
last addresses as the same appear on the Security Register. The
Company has appointed the Trustee to be Security registrar, but
has reserved the right to change the registrar or to itself act
as registrar (the Trustee or such other registrar, the
"Registrar").  The Company shall also have the right, at its
sole option, to make all interest payments by wire transfer in
accordance with the wire transfer instructions furnished to the
Registrar at least 30 days prior to the applicable Interest
Payment Date by each Holder that wishes to receive payment by
wire transfer.  The Company shall not be liable for any delay in
payment or transfer with respect to interest payments made by the
Company by way of wire transfer.  The election by the Company to
make any particular interest payment by wire transfer shall not
create any implication that any future interest payment shall be
made by wire transfer.

4.  No Redemption.  The Debentures are not redeemable prior to
the Stated Maturity of the Principal Amount and will not be
subject to any sinking fund.
 
5.  Denominations; Transfer; Exchange.  The Debentures are in
registered form without coupons in denominations of $1,000 and
integral multiples of $1,000 ("Authorized Denominations"),
except that one Debenture may be in a denomination of $700.  The
Debentures may be exchanged for a like aggregate principal amount
of the Debentures of other Authorized Denominations at the office
or agency of the Company in the Borough of Manhattan, the City of
New York, and in the manner and subject to the limitations
provided in the Indenture.  Upon due presentment for registration
of transfer of any Debentures at the office or agency of the
Company in the Borough of Manhattan, the City of New York, a new
Debenture or Debentures of Authorized Denominations for a like
aggregate principal amount will be issued to the transferee in
exchange therefor, subject to the limitations provided in the
Indenture.  No service charge shall be made for any such transfer
or exchange, but the Company may require payment of a sum
sufficient to cover any tax assessment or other governmental
charge payable in connection therewith.

6.  Persons Deemed Owners.  Subject to the provisions of the
Indenture, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name any Debenture
is registered as the owner of such Debenture for all purposes,
whether or not such Debenture is overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary. 

7.  Defeasance.  As provided in the Indenture and subject to the
satisfaction of certain conditions set forth therein, including
the deposit of certain trust funds in trust, at the Company's
option, either (i) the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and the
obligations under, the Securities of any series and to have
satisfied all the obligations (with certain exceptions) under the
Indenture relating to the Securities of such series or (ii) the
Company shall cease to be under any obligation to comply with any
term, provision or condition of certain restrictive covenants
under the Indenture or of any provisions set forth, with respect
to the Securities of such series, in any additions or changes to
or deletions from the covenants and Events of Default under the
Indenture or in the Board Resolution or supplemental indenture
with respect to the Securities of such series.

8.  Amendment, Supplement, Waiver.  The Indenture permits, with
certain exceptions as therein provided, the Company and the
Trustee to enter into supplemental indentures to the Indenture
for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or
of modifying in any manner the rights of the Holders of the
Securities of each series under the Indenture with the consent of
the Holders of not less than a majority in principal amount of
the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of
such series.  The Indenture also permits the Holders of a
majority in principal amount of the Securities at the time
Outstanding of each series on behalf of the Holders of all
Securities of such series to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults and
their consequences with respect to such series under the
Indenture.  Any such consent or waiver by a Holder of the
Debentures shall be conclusive and binding upon such Holder and
upon all future Holders of such Debenture and of any Debentures
issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent
or waiver is made upon such Debentures or such other Debentures.
 
Notwithstanding anything to the contrary contained herein, the
Company may elect, at its sole option, upon notice to the Trustee
but without the consent of any Holders of the Debentures, to add
any restrictive covenants to the terms and conditions of the
Debentures or to provide that the Debentures shall be convertible
or exchangeable at the option of the Holder into specified equity
or debt securities of the Company or any other Person.

9.  Obligation Absolute.  No reference herein to the Indenture
and no provision of the Debentures or of the Indenture shall
alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the Principal Amount and any premium of
and any interest on the Debentures at the place, rate and
respective times and in the coin or currency prescribed herein
and in the Indenture.

10.  Defaults and Remedies.  If an Event of Default with respect
to the Debentures shall have occurred and be continuing, the
Principal Amount of the Debentures and all accrued and unpaid
interest thereon may be declared due and payable in the manner
and with the effect provided in the Indenture.
 
11.  Authentication.  Unless the certificate of authentication on
any Debenture has been manually executed by or on behalf of the
Trustee under the Indenture, such Debenture shall not be entitled
to any benefits under the Indenture or be valid or obligatory for
any purpose.

12.  Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (=tenants in
common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with right of survivorship and not as tenants in common),
CUST (=Custodian), and U G M A (=Uniform Gifts to Minors Act).

13.  CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification procedures, the
Company has caused a CUSIP number to be printed on the
Debentures.  No representation is made as to the accuracy of such
CUSIP number as printed on the Debentures and reliance may be
placed only on the other identification numbers placed hereon.

14.  Miscellaneous.  The Debentures shall be governed by and
construed in accordance with the laws of the State of New York,
as applied to contracts made and performed within the State of
New York, without regard to principles of conflict of laws.

The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture.  Requests may be made to:
Time Warner Inc., 75 Rockefeller Plaza, New York, NY, 10019,
Attention of General Counsel.

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and Address of Assignee, including zip code, must be
printed or typewritten)

the within Debenture, and all rights thereunder, hereby
irrevocably constituting and appointing                              Attorney

to transfer the said Debenture on the books of the Company, with
full power of substitution in the premises.

Dated:

    NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of this Debenture in every
particular without alteration or enlargement or any change
whatsoever and must be guaranteed by a commercial bank or trust
company having its principal office or a correspondent in the
City of New York or by a member or member's organization of the
New York Stock Exchange. 

Signature Guarantee:  

Dated:

EX-4

REGISTERED                                                       REGISTERED
  NUMBER                                                             $
                           TIME WARNER INC.
                  8.18% Debenture due August 15, 2007

                                                            CUSIP 887315 AX 7

TIME WARNER INC., a Delaware corporation (the "Company", which
term includes any successor referred to in the within-mentioned Indenture), 
for value received, hereby promises to pay to

, or registered assigns, the principal sum of U.S. Dollars

in cash on August 15, 2007, upon the terms and subject to the
conditions set forth on the reverse hereof.

This Debenture shall bear interest as set forth on the reverse hereof.

Additional provisions of this Debenture are set forth on the
reverse hereof.

Issue Date: August 15, 1995

CHEMICAL BANK, as Trustee, certifies that this Debenture is one
of the Securities referred to in the within-mentioned Indenture,

By
Authorized Officer                         TIME WARNER INC.,
                                                  By


                               Assistant Secretary   Senior Vice President and 
                                                       Chief Financial Officer

(SEAL)                         FACSIMILE SIGNATURE      FACSIMILE SIGNATURE 



                             TIME WARNER INC.
                    8.18% Debentures due August 15, 2007

1. Indenture.  This Debenture is one of a duly authorized issue
of notes, bonds, debentures, or other evidences of indebtedness
of the Company (the "Securities"), of the series hereinafter
specified, all issued or to be issued under an Indenture dated as
of January 15, 1993 (the "Indenture"), duly executed and
delivered by the Company to Chemical Bank, as Trustee (the
"Trustee" which, subject to the provisions of Article Six of
the Indenture, also includes its successors and assigns as
Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a
description of the respective rights and duties thereunder of the
Trustee, the Company and the Holders of the Securities.  The
Securities may be issued in one or more series, which different
series may be issued in various aggregate principal sums, may
mature at different times, may bear interest at different rates,
may have different conversion prices (if any), may be subject to
different redemption provisions (if any), may be subject to
different sinking, purchase or analogous funds (if any), may be
subject to different covenants and Events of Default and may
otherwise vary as provided in the Indenture.  This Debenture is
one of a series designated as the "8.18% Debentures Due August
15, 2007" of the Company (the "Debentures") issued under the
Indenture with an aggregate principal amount at its Stated
Maturity of $548,378,700 (the "Principal Amount").  The terms
of the Debentures include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture
Act of 1939 (15 U.S.C.77aaa-77bbb) as in effect from time to
time.  The Debentures are subject to all such terms and Holders
are referred to the Indenture and the Trust Indenture Act of 1939
for a statement of those terms.  Capitalized terms used but not
defined in the Debentures have the meanings ascribed to them in
the Indenture.

2.  Interest.  The Debentures shall bear interest on the
Principal Amount at the rate of 8.18% per annum (the "Specified
Rate").  The Company will pay interest semiannually in arrears
on February 15 and August 15 of each year (each an "Interest
Payment Date") commencing on February 15, 1996.  Interest on the
Debentures shall accrue from August 15, 1995 or from the most
recent date to which interest has been paid.  Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. 
The interest payment at the Stated Maturity of the Principal
Amount will include interest accrued to but excluding the date of
such Stated Maturity and will be payable to the Person to whom
principal is payable.

If the Principal Amount of, and any accrued interest on, the
Debentures is declared due and payable as provided in Section 10,
the Company shall pay interest on the overdue Principal Amount at
a rate per annum equal to the Specified Rate, and it shall pay
interest on overdue installments of interest at the same rate (to
the extent that payment of such interest shall be legally
enforceable).  Such interest shall accrue from the date such
overdue amount was due to the date payment of such amount,
including interest thereon, has been made or duly provided for.
All such interest shall be payable in cash on demand.
 
If the Company defaults in a payment of interest on the
Debentures, it shall pay the defaulted interest, plus (to the
extent that the payment of such interest shall be legally
enforceable), any interest payable on the defaulted interest, to
the Persons who are Holders on a subsequent special record date.
Such date shall be at least five, and no more than 15, Trading
Days before the payment date.  The Company shall fix or cause to
be fixed the special record date and the payment date.  At least
15 calendar days before the special record date, the Company
shall mail or cause to be mailed to each Holder a notice that
states the special record date, the payment date and the amount
of defaulted interest to be paid.

"Trading Day" shall mean any day other than a Saturday, Sunday
or a day on which banking institutions in New York City are
authorized or obligated by law or executive order to close.

3.  Method of Payment.  The Company shall pay interest on the
Debentures (except defaulted interest) to the Persons in whose
names the Debentures are registered at the close of business on
the February 1 or August 1 next preceding the Interest Payment
Date (the "Regular Record Date") on the register kept by or on
behalf of the Company for that purpose, even if Debentures are
canceled after such record date and on or before the Interest
Payment Date.  Holders must surrender Debentures to the Trustee 
to collect principal payments.  The Company shall pay interest,
defaulted interest, defaulted principal and principal at the
Stated Maturity of such principal in cash.  The Company shall pay
cash amounts in money of the United States that at the time of
payment is legal tender for payment of public and private debts. 
However, the Company may make such cash payments by check payable
in such money.  It may mail an interest check to Holders at their
last addresses as the same appear on the Security Register.  The
Company has appointed the Trustee to be Security registrar, but
has reserved the right to change the registrar or to itself act
as registrar (the Trustee or such other registrar, the
"Registrar").  The Company shall also have the right, at its
sole option, to make all interest payments by wire transfer in
accordance with the wire transfer instructions furnished to the
Registrar at least 30 days prior to the applicable Interest
Payment Date by each Holder that wishes to receive payment by
wire transfer.  The Company shall not be liable for any delay in
payment or transfer with respect to interest payments made by the
Company by way of wire transfer.  The election by the Company to
make any particular interest payment by wire transfer shall not
create any implication that any future interest payment shall be
made by wire transfer.

4.  No Redemption.  The Debentures are not redeemable prior to
the Stated Maturity of the Principal Amount and will not be
subject to any sinking fund.
 
5.  Denominations; Transfer; Exchange.  The Debentures are in
registered form without coupons in denominations of $1,000 and
integral multiples of $1,000 ("Authorized Denominations"),
except that one Debenture may be in a denomination of $700.  The
Debentures may be exchanged for a like aggregate principal amount
of the Debentures of other Authorized Denominations at the office
or agency of the Company in the Borough of Manhattan, the City of
New York, and in the manner and subject to the limitations
provided in the Indenture.  Upon due presentment for registration
of transfer of any Debentures at the office or agency of the
Company in the Borough of Manhattan, the City of New York, a new
Debenture or Debentures of Authorized Denominations for a like
aggregate principal amount will be issued to the transferee in
exchange therefor, subject to the limitations provided in the
Indenture.  No service charge shall be made for any such transfer
or exchange, but the Company may require payment of a sum
sufficient to cover any tax assessment or other governmental
charge payable in connection therewith.
 
6.  Persons Deemed Owners.  Subject to the provisions of the
Indenture, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name any Debenture
is registered as the owner of such Debenture for all purposes,
whether or not such Debenture is overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

7.  Defeasance.  As provided in the Indenture and subject to the
satisfaction of certain conditions set forth therein, including
the deposit of certain trust funds in trust, at the Company's
option, either (i) the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and the
obligations under, the Securities of any series and to have
satisfied all the obligations (with certain exceptions) under the
Indenture relating to the Securities of such series or (ii) the
Company shall cease to be under any obligation to comply with any
term, provision or condition of certain restrictive covenants
under the Indenture or of any provisions set forth, with respect
to the Securities of such series, in any additions or changes to
or deletions from the covenants and Events of Default under the
Indenture or in the Board Resolution or supplemental indenture
with respect to the Securities of such series.

8.  Amendment, Supplement, Waiver.  The Indenture permits, with
certain exceptions as therein provided, the Company and the
Trustee to enter into supplemental indentures to the Indenture
for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or
of modifying in any manner the rights of the Holders of the
Securities of each series under the Indenture with the consent of
the Holders of not less than a majority in principal amount of
the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of
such series.  The Indenture also permits the Holders of a
majority in principal amount of the Securities at the time
Outstanding of each series on behalf of the Holders of all
Securities of such series to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults and
their consequences with respect to such series under the
Indenture.  Any such consent or waiver by a Holder of the
Debentures shall be conclusive and binding upon such Holder and
upon all future Holders of such Debenture and of any Debentures
issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent
or waiver is made upon such Debentures or such other Debentures.

Notwithstanding anything to the contrary contained herein, the
Company may elect, at its sole option, upon notice to the Trustee
but without the consent of any Holders of the Debentures, to add
any restrictive covenants to the terms and conditions of the
Debentures or to provide that the Debentures shall be convertible
or exchangeable at the option of the Holder into specified equity
or debt securities of the Company or any other Person. 

9. Obligation Absolute.  No reference herein to the Indenture and
no provision of the Debentures or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and
unconditional, to pay the Principal Amount and any premium of and
any interest on the Debentures at the place, rate and respective
times and in the coin or currency prescribed herein and in the
Indenture.

10.  Defaults and Remedies.  If an Event of Default with respect
to the Debentures shall have occurred and be continuing, the
Principal Amount of the Debentures and all accrued and unpaid
interest thereon may be declared due and payable in the manner
and with the effect provided in the Indenture.

11.  Authentication.  Unless the certificate of authentication on
any Debenture has been manually executed by or on behalf of the
Trustee under the Indenture, such Debenture shall not be entitled
to any benefits under the Indenture or be valid or obligatory for
any purpose.
 
12.  Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (=tenants in
common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with right of survivorship and not as tenants in common),
CUST (=Custodian), and U G M A (=Uniform Gifts to Minors Act).

13.  CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification procedures, the
Company has caused a CUSIP number to be printed on the
Debentures.  No representation is made as to the accuracy of such
CUSIP number as printed on the Debentures and reliance may be
placed only on the other identification numbers placed hereon.

14.  Miscellaneous.  The Debentures shall be governed by and
construed in accordance with the laws of the State of New York,
as applied to contracts made and performed within the State of
New York, without regard to principles of conflict of laws.

The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture.  Requests may be made to:
Time Warner Inc., 75 Rockefeller Plaza, New York, NY, 10019,
Attention of General Counsel.
 
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and Address of Assignee, including zip code, must be
printed or typewritten)

the within Debenture, and all rights thereunder, hereby
irrevocably constituting and appointing                            Attorney

to transfer the said Debenture on the books of the Company, with
full power of substitution in the premises.

Dated:

    NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of this Debenture in every
particular without alteration or enlargement or any change
whatsoever and must be guaranteed by a commercial bank or trust
company having its principal office or a correspondent in the
City of New York or by a member or member's organization of the
New York Stock Exchange.
 
Signature Guarantee:  

Dated: