S-8 POS

                                                   Registration No. 33-47151

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
         
                        POST-EFFECTIVE AMENDMENT NO. 1
                                     TO
                                  FORM S-8
                             REGISTRATION STATEMENT 
                                   UNDER
                          THE SECURITIES ACT OF 1933
          
                              TIME WARNER INC.
              (Exact name of issuer as specified in its charter)

       DELAWARE                                            13-1388520
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                          Identification Number)

                                 75 Rockefeller Plaza
                           New York, New York                 10019
                     (Address of Principal Executive Offices)(Zip Code)


                     PARAGON COMMUNICATIONS EMPLOYEES STOCK SAVINGS PLAN
                                  (Full title of the Plan)


                                    Peter R. Haje, Esq.
                       Executive Vice President and General Counsel
                                    Time Warner Inc.
                                   75 Rockefeller Plaza
                                 New York, New York 10019
                          (Name and Address of agent for service)
                                     (212) 484-8000
                 (Telephone number, including area code, of agent for service)


The contents of the Registration Statement on Form S-8, No. 33-47151, as 
filed with the Securities and Exchange Commission ("SEC") on April 13, 1992 
(the "1992 Registration Statement") are hereby incorporated herein by reference
to the extent not replaced hereby.

On April 13, 1992, 250,000 shares of Time Warner Inc.'s (the "Registrant") 
common stock, par value $1.00 per share (the "Common Stock") and an 
indeterminate amount of interests to be offered or sold were registered with 
the SEC pursuant to the 1992 Registration Statement for issuance in 
connection with and pursuant to the terms of the Paragon Communications 
Employees Stock Savings Plan (the "Plan").

On July 16, 1992, the Registrant's Board of Directors declared a four-for-one 
stock split of the Common Stock, pursuant to which three additional shares of
Common Stock were distributed on September 10, 1992 for each share of Common
Stock held of record on August 24, 1992 (the "Record Date").  As of the Record
Date, 233,393 pre-split shares remained available for acquisition under the 
Plan.  Pursuant to Rule 416 under the Securities Act of 1933 (the "'33 Act"),
the 1992 Registration Statement was deemed to cover a total of 700,179 
additional shares of Common Stock (representing the additional shares issued
pursuant to the stock split in respect of the pre-split shares available for
acquisition under the Plan), in addition to the 250,000 shares of Common 
Stock previously registered.  Therefore, a total of 950,179 shares of Common 
Stock were registered for issuance under the Plan as well as an indeterminate
amount of interests to be offered or sold pursuant to the Plan.

On January 20, 1994, the Board of Directors of the Registrant adopted a 
Stockholder Right Plan whereby each holder of the Registrant's Common Stock 
received a dividend of one Right per share of Common Stock held (the "Rights") 
to purchase, under certain circumstances, one one-thousandth of a share of 
Series A Participating Cumulative Preferred Stock at a price of $150.  Until 
such certain circumstances occur, the Rights cannot be separated from the 
Common Stock and will be transferred with and only with the Common Stock.  
Pursuant to Rule 416 of the '33 Act, the 1992 Registration Statement was 
deemed to cover a total of 880,347 Rights (representing the remaining shares of 
Common Stock available for issuance under the Plan and thereby, the associated 
Rights) to be issued under the Plan.

On November 30, 1995, the Plan was merged into the Cable Employees Savings 
Plan.  802,097 shares of Common Stock and Rights remained unissued at the time 
the Plan was merged.

Pursuant to an undertaking in Item 9(a)(3) of the 1992 Registration Statement, 
802,097 shares of the Registrant's Common Stock, and associated Rights, are 
hereby removed from registration as well as any corresponding interests that 
have not been issued under the Plan.




                               SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Post-Effective 
Amendment to the Registration Statement to be signed on its behalf by the 
undersigned thereunto duly authorized, in the City and State of New York,
on June 17, 1996.

                                        TIME WARNER INC.


                                     By Richard J. Bressler
                                        Name:    Richard J. Bressler
                                        Title:   Senior Vice President and
                                                 Chief Financial Officer


Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons on June 17, 1996 in the capacities indicated.

         Signature                                  Title

(i) Principal Executive Officers:

               *                             Director, Chairman of the Board
       (Gerald M. Levin)                     and Chief Executive Officer

               *                             Director and President
      (Richard D. Parsons)                          


(ii) Principal Financial Officer:

       Richard J. Bressler                   Senior Vice President and Chief
      (Richard J. Bressler)                  Financial Officer


(iii) Principal Accounting Officer:

        John A. LaBarca                      Vice President and Controller
       (John A. LaBarca)


(iv) Directors:


               *                    
        (Merv Adelson)


               *                    
     (Lawrence B. Buttenwieser)


               *                  
    (Beverly Sills Greenough)


               *                  
         (Carla Hills)


               *                  
        (David T. Kearns)


               *                  
         (Reuben Mark)


                                     
      (Michael A. Miles)


               *                  
       (J. Richard Munro)


               *                  
       (Donald S. Perkins)


               *                  
      (Raymond S. Troubh)  


               *                  
      (Francis T. Vincent)

Constituting a majority of the 
Board of Directors


*By   Peter R. Haje        
     (Peter R. Haje)
     (Attorney-in-Fact)

*Pursuant to Powers of Attorney
 dated as of April 14, 1994

CABLE EMPLOYEES SAVINGS PLAN

Pursuant to the requirements of the Securities Act of 1933, the administrators
of the Cable Employees Savings Plan (the successor to the Paragon 
Communications Employees Stock Savings Plan) have duly cause this Post-
Effective Amendment to the Registration Statement to be signed on its 
its behalf by the undersigned, thereunto duly authorized in the City of
Stamford, State of Connecticut on June 17, 1996.

                                       CABLE EMPLOYEES SAVINGS PLAN



                                     By James P. Cottingham
                                       (James P. Cottingham, Attorney-in-Fact)


Pursuant to the requirements of the Securities Act of 1933, this Post-Effecitve
Amendment to the Registration Statement has been signed by the following 
persons on June 17, 1996 in the capacities indicated.

MEMBERS OF THE COMMITTEE ADMINISTERING THE PLAN

Glenn A. Britt
James P. Cottingham
James H. Doolittle
Charles W. Ellis
Tommy J. Harris
                                       By James P. Cottingham
                                         (James P. Cottingham, Attorney-in-Fact)


                                EXHIBIT INDEX

Exhibit
Number                           Description                              Page

24.1   Powers of Attorney dated (which are incorporated herein
       by reference to Exhibit 24.1 to the Registrant's
       Registration Statement on Form S-8
       (Registration No. 33-53213)).                                        *

24.2   Powers of Attorney for the Administrative
       Committee of the Plan.

EX-24.2

                                 POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS that the Cable Employees Savings Plan
(the successor to the Paragon Communications Employees Stock Savings Plan 
(the "Paragon Plan")) (the "Cable Plan") and each of the undersigned members
of the Administrative Committee of such Cable Plan and Time Warner Inc., a
Delaware corporation, which will file or has filed with the Securities 
and Exchange Commission, Washington, D.C., under the provisions of the 
Securities Act of 1933, one or more Registration Statements on Form S-8, 
and amendments thereto, relating to the registration under said Act of 
interests in said Paragon Plan and, separately in the Cable Plan and of shares 
of Common Stock, par value $1 per share and associated Rights to Purchase 
Series A Participating Cumulative Preferred Stock (collectively, the "Common 
Stock") of Time Warner Inc., to be purchased formerly pursuant to said Paragon 
Plan and, separately pursuant to said Cable Plan, hereby constitutes and 
appoints GLENN A. BRITT, JAMES P. COTTINGHAM, JAMES H. DOOLITTLE, CHARLES W. 
ELLIS AND TOMMY J. HARRIS, and each of them its true and lawful 
attorneys-in-fact and agents, with full power to act without the others for
and in their name, place and stead, in any and all capacities, to sign and
to file any such Registration Statement and all amendments and post-effective
amendments thereto, with all exhibits thereto relating to either the Paragon 
Plan or Cable Plan, and any and all documents in connection therewith, with 
the Securities and Exchange Commission in connection with any matter relating 
to said registration statements and to any and all such amendments and 
post-effective amendments, hereby granting unto said attorneys-in-fact and 
agents, and each of them, full power and authority to do and perform any 
and all acts and things requisite and necessary to be done in and about the 
premises as fully and to all intents and purposes as he or she might or could 
do in person, hereby ratifying and confirming all that said attorneys-in-fact 
and agents, or any of them, may lawfully do or cause to be done by virtue 
hereof.

        IN WITNESS WHEREOF, the undersigned has executed this Power of 
Attorney as of the 31st day of May, 1996.

CABLE EMPLOYEES SAVINGS PLAN                   MEMBERS OF THE COMMITTEE
                                               ADMINISTERING THE CABLE 
                                               EMPLOYEES SAVINGS PLAN

By James P. Cottingham                          James H. Doolittle
   Member of the Committee          
   Administering the Plan
                                                Tommy J. Harris
        

                                                Charles W. Ellis


                                                Glenn Britt


                                                James P. Cottingham