SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* TIME WARNER INC (Last) (First) (Middle) ONE TIME WARNER CENTER (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/28/2004	3. Issuer Name and Ticker or Trading Symbol Google Inc. [ GOOG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Preferred Stock(1)(2)	(3)	(3)	Class A Common Stock	7,437,452	$0	I	By Subsidiary(4)

1. Name and Address of Reporting Person* TIME WARNER INC (Last) (First) (Middle) ONE TIME WARNER CENTER (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AMERICA ONLINE INC (Last) (First) (Middle) 22000 AOL WAY (Street) DULLES VA 20166 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Reporting Persons' filing requirement arose as a result of Google Inc.'s registration statement on Form 10 filed under the Securities Exchange Act of 1934 to register its Class A Common Stock and Class B Common Stock, which became effective on June 28, 2004. The determination that the Reporting Persons are 10% shareholders for purposes of reporting under Section 16 of the Securities Exchange Act is based on the number of shares of Series D Preferred Stock held by the Reporting Persons as a percentage of the sum of (a) the number of shares of the Issuer's Class A Common Stock outstanding on May 31, 2004, as reported in the Form 10 (12,314,224 shares), and (b) the number of shares of Class A Common Stock that the Reporting Persons would receive upon conversion of their Series D Preferred Stock, and does not take into consideration the number of shares of any other class of the Issuer's equity securities that are outstanding or that may be issued.

2. Taking into account the Issuer's pending initial public offering pursuant to its registration statement under the Securities Act of 1933 and assuming the exercise of the underwriters' over-allotment option in full, the Reporting Persons will hold 5,081,893 shares of the Issuer's Class B Common Stock, which is convertible into Class A Common Stock, or 1.87% of the aggregate number of shares of the Issuer's Class A Common Stock and Class B Common Stock estimated to be outstanding upon completion of the offering, based on the information contained in the Issuer's prospectus filed with the SEC pursuant to Rule 424(b)(4) on August 19, 2004.

3. Each share of Series D Preferred Stock is convertible at any time at the election of the Reporting Persons and will automatically convert into one share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the Reporting Persons.

4. See Exhibit 99- Joint Filer Information

Remarks:

	Brenda C. Karickhoff, Senior Vice President of Time Warner Inc.	08/20/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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