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Time Warner Inc. · SC 13G/A · NET2PHONE Inc · On 12/22/04

Filed On 12/22/04, 5:03pm ET · Accession Number 1105705-4-53 · SEC File 5-56655

  As Of                Filer                Filing    For/On/As Docs:Size              Issuer

12/22/04  Time Warner Inc.                  SC 13G/A               1:12K  NET2PHONE Inc

Amendment to Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Schedule 13G/A Net2Phone, Inc.                         8     27K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Address of Issuer's Principal Executive Offices: Address of Principal Business Office or, if none, Residence: Certifications Citizenship: CUSIP Number: Identification and Classification of Members of the Group Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: Name of Issuer Name of Person Filing: Notice of Dissolution of Group Ownership Ownership of Five Percent or Less of a Class Ownership of More than Five Percent on Behalf of Another Person Title of Class of Securities:
1	1st Page - Filing Submission
4	Item 1(a). Name of Issuer
"	Item 1(b). Address of Issuer's Principal Executive Offices:
"	Item 2(a). Name of Person Filing:
"	Item 2(b). Address of Principal Business Office or, if none, Residence:
"	Item 2(c). Citizenship:
"	Item 2(d). Title of Class of Securities:
"	Item 2(e). CUSIP Number:
"	Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
5	Item 4. Ownership
"	Item 5. Ownership of Five Percent or Less of a Class
"	Item 6. Ownership of More than Five Percent on Behalf of Another Person
"	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
"	Item 8. Identification and Classification of Members of the Group
"	Item 9. Notice of Dissolution of Group
6	Item 10. Certifications

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

 Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 Net2Phone, Inc.
(Name of Issuer)

 Common Stock, par value $0.01 per share
(Title of Class of Securities)

 64108N106
(CUSIP Number)

December 7, 2004
 (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 
is filed:                                                                       

|_|      Rule 13d-1(b)                                                          

|X|      Rule 13d-1(c)                                                          

|_|      Rule 13d-1(d)                                                          

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).                                                                         

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SCHEDULE 13G/A

================================================================================

CUSIP No. 64108N106                                            Page 2 of 8 Pages

================================================================================

1  NAME OF REPORTING PERSONS                                                    
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)                

Time Warner Inc.                                  
13-4099534                                        

--------------------------------------------------------------------------------

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     a|_|    
                                                                    b|_|

--------------------------------------------------------------------------------

3  SEC USE ONLY                                                                 

--------------------------------------------------------------------------------

4  CITIZENSHIP OR PLACE OF ORGANIZATION                            Delaware     

================================================================================

                            5       SOLE VOTING POWER                          0
NUMBER OF                                                   
SHARES                                                    
BENEFICIALLY                                                    
OWNED BY                                                    
EACH                                                    
REPORTING                                                   
PERSON                                                    
WITH                                                    

                            6       SHARED VOTING POWER            1,459,215 (1)

                            7       SOLE DISPOSITIVE POWER                     0

                            8       SHARED DISPOSITIVE POWER       1,459,215 (1)
================================================================================

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    1,459,215 (1)

--------------------------------------------------------------------------------

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     |_|

--------------------------------------------------------------------------------

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                   3.1% (1)

--------------------------------------------------------------------------------

12  TYPE OF REPORTING PERSON                             HC                     

================================================================================

(1) Calculated pursuant to Rule 13d-3(d).  The percentage is based on the number
of shares of common stock of Net2Phone,  Inc. outstanding as of December 3, 2004
as reported in  Net2Phone,  Inc.'s Form 10-Q for the quarter  ended  October 31,
2004.                                                                           

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SCHEDULE 13G/A

================================================================================

CUSIP No. 64108N106                                            Page 3 of 8 Pages

================================================================================

1  NAME OF REPORTING PERSONS                                                    
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)                

America Online, Inc.                
54-1322110                          

--------------------------------------------------------------------------------

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                      a|_|   
                                                                      b|_|

--------------------------------------------------------------------------------

3  SEC USE ONLY                                                                 

--------------------------------------------------------------------------------

4  CITIZENSHIP OR PLACE OF ORGANIZATION                            Delaware     

================================================================================

                            5       SOLE VOTING POWER                          0
NUMBER OF                                                   
SHARES                                                    
BENEFICIALLY                                                    
OWNED BY                                                    
EACH                                                    
REPORTING                                                   
PERSON                                                    
WITH                                                    

                            6       SHARED VOTING POWER            1,459,215 (1)

                            7       SOLE DISPOSITIVE POWER                     0

                            8       SHARED DISPOSITIVE POWER       1,459,215 (1)

================================================================================

 9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,459,215 (1)

--------------------------------------------------------------------------------

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     |_|

--------------------------------------------------------------------------------

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                   3.1% (1)

--------------------------------------------------------------------------------

12  TYPE OF REPORTING PERSON                             CO                     

================================================================================

(1) Calculated pursuant to Rule 13d-3(d).  The percentage is based on the number
of shares of common stock of Net2Phone,  Inc. outstanding as of December 3, 2004
as reported in  Net2Phone,  Inc.'s Form 10-Q for the quarter  ended  October 31,
2004.                                                                           

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CUSIP No. 64108N106                                            Page 4 of 8 Pages

Item 1(a)       Name of Issuer                                                  

Net2Phone, Inc.                                 

Item 1(b)       Address of Issuer's Principal Executive Offices:                

520 Broad Street, Newark, NJ 07102              

Item 2(a)       Name of Person Filing:                                          

Time Warner Inc.                                

Item 2(b)       Address of Principal Business Office or, if none, Residence:    

One Time Warner Center, New York, NY 10019      

Item 2(c)       Citizenship:                                                    

Delaware                                        

Item 2(d)       Title of Class of Securities:                                   

Common Stock, par value $0.01 per share         

Item 2(e)       CUSIP Number:                                                   

64108N106                                       

Item 3.         If this statement is filed pursuant to Rule 13d-1(b) or         
      13d-2(b) or (c), check whether the person filing is a:

 (a)        |_| Broker or dealer registered under Section 15 of the Act.

(b)        |_| Bank as defined in Section 3(a)(6) of the Act.         

(c)        |_| Insurance company as defined in Section 3(a)(19) of    
the Act.                                

(d)        |_| Investment company registered under Section 8 of the   
Investment Company Act of 1940.         

(e)        |_|  An investment adviser in accordance with Rule         
13d-1(b)(1)(ii)(E);                   

(f)        |_| An employee benefit plan or endowment fund in          
accordance with Rule 13d-1(b)(1)(ii)(F);

(g)        |_| A parent holding company or control person in          
accordance with Rule 13d-1(b)(1)(ii)(G);

(h)        |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;          

(i)        |_| A church plan that is excluded from the definition of  
           an investment company under Section 3(c)(14) of the
Investment Company Act of 1940;         

(j)        |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).     

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CUSIP No. 64108N106                                            Page 5 of 8 Pages

Item 4.     Ownership.                                                          

 Provide the following information regarding the aggregate
      number and percentage of the class of securities of the issuer
identified in Item 1.                                   

(a)         Amount beneficially owned:                                          

1,459,215  (1)                                          

(b)         Percent of Class:                                                   

3.1% (1)                                                

(c)         Number of shares as to which such person has:                       

(i)         Sole power to vote or to direct the vote                           0

(ii)        Shared power to vote or to direct the vote                         0

(iii)       Sole power to dispose or to direct the disposition of              0

(iv)        Shared power to dispose or to direct the                            
            disposition of                                         1,459,215 (1)

Item 5.     Ownership of Five Percent or Less of a Class.                       

               If this  statement is being filed to report the fact that as of
          the date hereof the reporting  person has ceased to be the
              beneficial owner of more  than five  percent  of the  class of
securities, check the following.  [X]           

Item 6.     Ownership of More than Five Percent on Behalf of Another Person.    

             Except as otherwise disclosed in periodic public filings with
                the Securities and Exchange Commission, no other person is known
       to have the right or the power to direct the receipt of
      dividends from, or the proceeds from the sale of, such
securities.                                     

Item 7.     Identification and Classification of the Subsidiary Which Acquired  
     the Security Being Reported on by the Parent Holding Company.

America Online, Inc. - CO                       

Item 8.     Identification and Classification of Members of the Group.          

Not Applicable.                                 

Item 9.     Notice of Dissolution of Group.                                     

Not Applicable.                                 

(1) Calculated pursuant to Rule 13d-3(d).  The percentage is based on the number
of shares of common stock of Net2Phone,  Inc. outstanding as of December 3, 2004
as reported in  Net2Phone,  Inc.'s Form 10-Q for the quarter  ended  October 31,
2004.                                                                           

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CUSIP No. 64108N106                                            Page 6 of 8 Pages

Item 10.  Certifications.                                                       

    By signing below I certify that, to the best of my knowledge and
      belief, the securities referred to above were not acquired and are
 not held for the purpose of or with the effect of changing or
        influencing the control of the issuer of the securities and were not
       acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.              

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CUSIP No. 64108N106                                            Page 7 of 8 Pages

 SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.                                                                        

Date:    December 22, 2004                                                      
Time Warner Inc.

 /s/ Wayne H. Pace
                   -----------------------------------
     (Signature)

Wayne H. Pace   
            Executive Vice President and
       Chief Financial Officer
      (Name/Title)

    America Online, Inc.

   /s/ Thomas R. Colan
                   -----------------------------------
     (Signature)

Thomas R. Colan 
                     Senior Vice President, Controller and
Treasurer       
      (Name/Title)

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CUSIP No. 64108N106                                            Page 8 of 8 Pages

                                                                   EXHIBIT NO. 1

JOINT FILING AGREEMENT

     Time Warner  Inc.,  a Delaware  corporation,  and America  Online,  Inc., a
Delaware corporation, each hereby agrees, in accordance with Rule 13d-1(k) under
the Securities  Exchange Act of 1934, that the Schedule 13G filed herewith,  and
any amendments thereto, relating to the shares of common stock, par value $0.01,
of Net2Phone,  Inc. is, and will be, jointly filed on behalf of each such person
and further agree that this Joint Filing  Agreement be included as an Exhibit to
such joint filings.  In evidence  thereof,  the undersigned  hereby execute this
Agreement as of the date set forth below.                                       

Dated:  December 22, 2004                                                       

TIME WARNER INC.

     By: /s/ Wayne H. Pace
                         -----------------------------------
      Name:    Wayne H. Pace
                     Title:   Executive Vice President and
                         Chief Financial Officer

    AMERICA ONLINE, INC.

       By: /s/ Thomas R. Colan
                         -----------------------------------
        Name:    Thomas R. Colan
                              Title:   Senior Vice President, Controller and
           Treasurer

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This SC 13G/A Filing	Date	First	Last	Other Filings

	10/31/04	2	5	10-Q, 3
	12/3/04	2	5
	12/7/04	1		8-K
Filed On / Filed As Of	12/22/04	7	8

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Time Warner Inc. · SC 13G/A · NET2PHONE Inc · On 12/22/04

Filed On 12/22/04, 5:03pm ET · Accession Number 1105705-4-53 · SEC File 5-56655

Amendment to Statement of Beneficial Ownership — Schedule 13GFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Amendment to Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents