SEC – ‘UPLOAD’ from 2/2/06 re: Warner Media, LLC – ‘LETTER’

On:  Thursday, 2/2/06, at 10:09am ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  9/27/06   ·   Accession #:  0-6-5758

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   3±    12K 


September 15, 2005                                                              

Via U.S. Mail and facsimile at (212) 688-1158                                   

Marc Weitzen , Esq.                                                             
Icahn Associates                                                                
767 5th Avenue, Suite 4700                                                      
New York, New York 10153                                                        

Re:     Time Warner, Inc. (the "Company")                                       
Schedule 14A filed September 12, 2005                           
Filed by Icahn Partners et al.                                      
File No. 001-15062                                              

Dear Mr. Weitzen:                                                               

We have reviewed your filing and have the following                 
comments. If you disagree, we will consider your explanation                    
as to why one or more of our comments may be inapplicable or                    
a revision is unnecessary.  Please be as detailed as necessary                  
in your explanation. After reviewing your response, we may or                   
may not raise additional comments.                                              

Please understand that the purpose of our review process is     
to assist you in your compliance with the applicable requirements,              
and to enhance the overall disclosure in your filings.  We look                 
forward to working with you in these respects.  We welcome any                  
questions you may have about our comments or any other aspect of                
our review. Please feel welcome to call us at the telephone number              
listed at the end of this letter.                                               

Schedule 14A filed pursuant to Rule 14a-12                                      

1. The filing makes numerous references to a future proxy                       
solicitation, "WHEN AND IF COMPLETED" and, in the process, implies              
that the filing non-management definitive proxy statement is not a              
foregone conclusion.  The Commission did not intend to create                   
another exemption from the proxy rules when Rule 14a-12 was adopted.            
Parties intending to rely upon Rule 14a-12 in making proxy solicitations        
may only do so to the extent that they intend to file a proxy                   
statement and solicit proxies.  See interpretation I.D.3. in the                
July 2001 Interim Supplement to the Telephone Interpretations Manual            
publicly available on our website, www.sec.gov.  Please confirm that            
the filing parties will either (i) refrain from using such non-                 
committal language in future communications by affirmatively stating            
their intention to file a definitive proxy statement; (ii) find an              
appropriate exemption under Rule 14a-2 from the application of                  
Section 14(a) and Regulation 14A to future communications; or                   
(iii) refrain from your public solicitation activities of Time Warner,          
Inc. security holders.                                                          

2. We note Icahn Partners LP and Icahn Partners Master Fund LP                  
have been identified as persons filing the Schedule 14A.  Please                
advise us why Carl Icahn has not been identified on this list of                
persons responsible for the filing or as a participant in this                  
communication.                                                                  

3. As you are aware, Rule 14a-12(a)(1)(i) requires the                          
identification of participants making the solicitation.  Advise us              
why Exhibit 1 contains a description of persons that are only viewed            
as "POTENTIAL PARTICIPANTS."  Instruction 3 to Item 4 of Schedule 14A           
defines the term "participant", and does note permit the inclusion of           
qualifying language when identifying the participants or describing             
their interests.  In any future filings that are made in connection             
with this solicitation, please confirm that the filing persons will             
not include language that could be interpreted as a disclaimer.                 

4. Advise us whether or not the Icahn Parties, FMA, the Jana                    
Parties, the SAC Parties and certain of their affiliates are members            
of a group within the meaning of Rule 13d-5(b).  The disclosure                 
indicates the referenced parties may only be "deemed to be" members             
of a group. When preparing your response, please describe the nature            
of any agreement that may exist.                                                

5. Please provide us with a brief legal analysis in support of the              
assertion that, "The Icahn Group disclaims any obligation to                    
update the information contained herein."                                       

Please furnish a cover letter with your responses to our            
comments and provides any requested supplemental information.                   
Please understand that we may have additional comments after                    
reviewing any amendments to your filing and responses to our                    
comments.                                                                       

In connection with responding to our comments, please           
provide, in writing, a statement from each participant acknowledging            
that:                                                                           

* the participant is responsible for the adequacy and accuracy of               
the disclosure in the filing;                                                   

* staff comments or changes to disclosure in response to staff                  
comments do not foreclose the Commission from taking any action                 
with respect to the filing; and                                                 

* the participant may not assert staff comments as a defense in                 
any proceeding initiated by the Commission or any person under the              
federal securities laws of the United States.                                   

In addition, please be advised that the Division of                 
Enforcement has access to all information you provide to the staff              
of the Division of Corporation Finance in our review of your filing             
or in response to our comments on your filing.                                  

We urge all persons who are responsible for the accuracy and  
adequacy of the disclosure in the filings reviewed by the staff to              
be certain that they have provided all information investors require            
for an informed decision.                                                       

Please direct any questions to me at (202) 551-3266.                

Sincerely,                                                                      

Nicholas P. Panos                                                               
Special Counsel                                                                 
Office of Mergers and Acquisitions                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		9/27/06		4,  UPLOAD
Filed on:		2/2/06		4,  UPLOAD
		9/15/05		4,  UPLOAD
		9/12/05		4,  DFAN14A,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/12/05  Icahn Partners LP                 DFAN14A     9/12/05    4:296K Warner Media, LLC                 Toppan Merrill/FA