Time Warner Inc. – ‘S-3’ on 2/11/03

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Form S-3 Registration Statement                       39    152K 
 2: EX-5        Exhibit 5.1                                            3     11K 
 3: EX-23       Exhibit 23.1                                           1      6K 
 4: EX-23       Exhibit 23.2                                           1      6K 

S-3   —   Form S-3 Registration Statement
Document Table of Contents

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 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 2003
                                                           REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 -------------------------
FORM S-3
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

 -------------------------
AOL TIME WARNER INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

      DELAWARE                                        13-4099534
(STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER 
OF INCORPORATION OR ORGANIZATION)                        IDENTIFICATION NO.)  

75 ROCKEFELLER PLAZA
NEW YORK, NY 10019
(212) 484-8000
 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
 AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

RICHARD D. PARSONS
 CHIEF EXECUTIVE OFFICER
AOL TIME WARNER INC.
75 ROCKEFELLER PLAZA, NEW YORK, NY 10019
(212) 484-8000
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

COPIES TO:

PAUL T. CAPPUCCIO, ESQ.                                                   
EXECUTIVE VICE PRESIDENT,                    ROBERT B. SCHUMER, ESQ.        
GENERAL COUNSEL AND SECRETARY       PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
AOL TIME WARNER INC.                     1285 AVENUE OF THE AMERICAS    
75 ROCKEFELLER PLAZA                         NEW YORK, NY 10019         
NEW YORK, NY 10019                            (212) 373-3000          
(212) 484-8000                                                    

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time  
after the effective date of this registration statement as determined by market 
conditions.                                                                     

        If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following 
box. [_]                                                                        

  If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the         
Securities Act of 1933, as amended, other than securities offered only in       
connection with dividend or interest reinvestment plans, please check the       
following box. [X]                                                              

         If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering:  [_] _________          

   If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration         
statement for the same offering:  [_] _________                                 

       If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]                                        

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

                                                        [Enlarge/Download Table]

                         CALCULATION OF REGISTRATION FEE                                                      
==============================================================================================================
            TITLE OF SECURITIES                    PROPOSED MAXIMUM AGGREGATE             AMOUNT OF           
             TO BE REGISTERED                          OFFERING PRICE (1)            REGISTRATION FEE (1)     
--------------------------------------------------------------------------------------------------------------
                                                                                                              
Common Stock, par value $0.01 per share.........        $1,500,000,000                    $138,000            
--------------------------------------------------------------------------------------------------------------

(1)  Estimated solely for the purpose of calculating the registration fee       
pursuant to Rule 457(o).  See "Explanatory Note."                     

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES  
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE 
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT  
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE        
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME        
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), 
MAY DETERMINE.                                                                  

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

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EXPLANATORY NOTE

      The common stock of AOL Time Warner Inc. registered for resale under
this registration statement will be issued to TWE Holdings II Trust, a Delaware 
statutory trust, at the closing of the acquisition of MOTH Holdings, Inc.       
(formerly named MediaOne TWE Holdings, Inc. and to be renamed Time Warner Cable 
Inc.) pursuant to a restructuring of AOL Time Warner's subsidiary, Time Warner  
Entertainment Company, L.P., which is provided for in the Restructuring         
Agreement, dated as of August 20, 2002, by and among AOL Time Warner, AT&T      
Corp., Comcast Corporation (formerly named AT&T Comcast Corporation) and the    
other parties named therein.                                                    

      The number of shares of common stock to be issued to TWE Holdings II
Trust will be determined by a fixed formula specified in the Restructuring      
Agreement, and will be equal to $1.5 billion divided by the simple average of   
the volume-weighted trading prices per share of AOL Time Warner common stock on 
the New York Stock Exchange for each of the fifteen consecutive trading days    
ending on the fifth trading day immediately prior to (and excluding) the date of
the closing of the restructuring.                                               

       Under that formula, if the TWE restructuring had occurred on February
7, 2003, 105,933,700 shares of AOL Time Warner common stock would have been     
issued. The actual number of shares of common stock to be issued and to be      
beneficially owned and offered by the selling stockholder under this            
Registration Statement will be set forth in the final prospectus to be filed    
with the SEC pursuant to Rule 424(b).                                           

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The information in this prospectus is not complete and may be changed. These    
securities may not be sold until the registration statement filed with the      
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and the selling stockholder is not soliciting offers to
buy these securities in any state or other jurisdiction where the offer or sale 
of these securities is not permitted.                                           

Subject to completion, dated February 11, 2003

P R O S P E C T U S                                                             
-------------------                                                             

SHARES

AOL TIME WARNER INC.

COMMON STOCK

This prospectus relates to the resale of up to   shares of our common stock, par
value $0.01 per share, that have been issued to TWE Holdings II Trust, a        
Delaware statutory trust, the selling stockholder, in connection with the       
restructuring of our subsidiary, Time Warner Entertainment Company, L.P. TWE    
Holdings II Trust is an indirect, wholly owned subsidiary of Comcast            
Corporation.                                                                    

The selling stockholder may offer for sale the shares covered by this prospectus
from time to time directly to purchasers or through underwriters, broker-dealers
or agents, in public or private transactions, at prevailing market prices, at   
prices related to prevailing market prices or at privately negotiated prices. We
will not receive any proceeds from the sales of our common stock by the selling 
stockholder. For additional information on the methods of sale, you should refer
to the section of this prospectus entitled "Plan of Distribution."              

Our common stock is listed on the New York Stock Exchange under the trading     
symbol "AOL." On February 10, 2003, the last reported sale price of our common  
stock on The New York Stock Exchange was $10.36.                                

SEE "RISK FACTORS" ON PAGE 5 AND "CAUTION REGARDING FORWARD-LOOKING STATEMENTS" 
ON PAGE 8 TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR 
COMMON STOCK.                                                                   

Our principal executive offices are located at 75 Rockefeller Plaza, New York,  
NY 10019, and our telephone number is (212) 484-8000.                           

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE   
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.                                                               

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

The date of this prospectus is           , 2003.

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 TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

About This Prospectus........................................................i  
Where You Can Find More Information..........................................1  
The Company..................................................................3  
Recent Events................................................................3  
Risk Factors.................................................................5  
Caution Regarding Forward-Looking Statements.................................8  
Use of Proceeds.............................................................12  
Unaudited Condensed Pro Forma Financial Information.........................13  
Description of Common Stock.................................................21  
Selling Stockholder.........................................................23  
Plan of Distribution........................................................25  
Legal Opinion...............................................................27  
Experts.....................................................................27  

  --------------------------
 ABOUT THIS PROSPECTUS

        We may amend or supplement this prospectus from time to time by filing
amendments or supplements with the Securities and Exchange Commission. To       
understand the terms of the securities offered by this prospectus, you should   
carefully read this entire prospectus, including any amendments or supplements. 
You should also read the documents referred to under the heading "Where You Can 
Find More Information" below for information about us and our financial         
statements.                                                                     

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WHERE YOU CAN FIND MORE INFORMATION 

  This prospectus incorporates documents by reference that are not
presented in or delivered with this prospectus. This is known as "incorporation 
by reference." The following documents, which have been filed by us with the SEC
(File No. 001-15062), are incorporated by reference into this prospectus:       

   o        our Annual Report on Form 10-K for the fiscal year ended
              December 31, 2001 (filed on March 25, 2002), as amended by
                 Amendment No. 1 on Form 10-K/A dated March 26, 2002 (filed on
                  March 26, 2002), Amendment No. 2 on Form 10-K/A dated June 27,
             2002 (filed on June 28, 2002) and Amendment No. 3 on Form
              10-K/A dated January 28, 2003 (filed on January 28, 2003);

        o        our Quarterly Report on Form 10-Q for the quarter ended March
                  31, 2002 (filed on May 6, 2002), as amended by Amendment No. 1
               on Form 10-Q/A dated January 28, 2003 (filed on January 28,
2003);                                      

       o        our Quarterly Report on Form 10-Q for the quarter ended June
                30, 2002 (filed on August 14, 2002), as amended by Amendment
                 No. 1 on Form 10-Q/A dated January 28, 2003 (filed on January
28, 2003);                                  

  o        our Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2002 (filed on November 14, 2002);

      o        a current report on Form 8-K, dated June 24, 2002 (filed on
June 24, 2002);                             

     o        a current report on Form 8-K, dated July 8, 2002 (filed on
July 11, 2002);                             

        o        a current report on Form 8-K, dated August 21, 2002 (filed on
August 21, 2002);                           

       o        a current report on Form 8-K, dated October 23, 2002 (Item 5
only) (filed on October 23, 2002);          

       o        a current report on Form 8-K, dated December 31, 2002 (filed
on January 14, 2003);                       

         o        a current report on Form 8-K, dated January 12, 2003 (filed on
January 14, 2003);                          

         o        a current report on Form 8-K, dated January 16, 2003 (filed on
January 23, 2003); and                      

         o        a current report on Form 8-K, dated January 11, 2001 (filed on
                January 12, 2001), and amended on January 25, 2001, February
                9, 2001 and March 30, 2001, in which it is reported that our
               common stock is deemed registered pursuant to Rule 12g-3(c)
under the Securities Exchange Act of 1934.  

   In addition, all documents filed by us pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
prospectus and prior to the termination of the offering of the securities are   
incorporated by reference into, and are deemed to be a part of, this prospectus 
from the date of filing of those documents.                                     

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       You should rely only on the information contained in this document or
that information to which we have referred you. We have not authorized anyone to
provide you with any additional information.                                    

    Any statement contained in a document incorporated or deemed to be
incorporated by reference into this prospectus will be deemed to be modified or 
superseded for purposes of this prospectus to the extent that a statement       
contained in this prospectus or any other subsequently filed document that is   
deemed to be incorporated by reference into this prospectus modifies or         
supersedes the statement. Any statement so modified or superseded will not be   
deemed, except as so modified or superseded, to constitute a part of this       
prospectus.                                                                     

  The documents incorporated by reference into this prospectus are
available from us upon request. We will provide a copy of any and all of the    
information that is incorporated by reference in this prospectus to any person, 
without charge, upon written or oral request. If exhibits to the documents      
incorporated by reference in this prospectus are not themselves specifically    
incorporated by reference in this prospectus, then the exhibits will not be     
provided.                                                                       

Requests for any of these documents should be directed to:    

AOL Time Warner Inc.
75 Rockefeller Plaza
New York, New York 10019
 Attention: Investor Relations
 Telephone: 1-866-AOL-INFO
 e-mail: aoltimewarnerir@aol.com

       We file reports, proxy statements and other information with the SEC.
Copies of these reports, proxy statements and other information may be inspected
and copied at the public reference facilities maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies of these materials can also be     
obtained from the Public Reference Room of the SEC by mail at prescribed rates. 
For more information about the public reference facilities of the SEC, you can  
call the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains  
the information that we have filed with them. The address of the SEC's website  
is http://www.sec.gov. In addition, information about us may also be inspected  
at the New York Stock Exchange, 20 Broad Street, New York, New York 10005.      

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN   
OFFER TO PURCHASE, THE SECURITIES OFFERED BY THIS PROSPECTUS. NEITHER THE       
DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES PURSUANT TO THIS 
PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE INFORMATION SET FORTH OR INCORPORATED INTO THIS PROSPECTUS
BY REFERENCE OR IN OUR AFFAIRS SINCE THE DATE OF THIS PROSPECTUS.               

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 THE COMPANY

AOL TIME WARNER                                                                 

   We are the world's leading media and entertainment company, whose
businesses include interactive services, cable systems, filmed entertainment,   
television networks, music and publishing. We classify our businesses into the  
following fundamental areas:                                                    

         o        America Online, consisting principally of interactive services
                such as the AOL and CompuServe services, Web properties such
          as Netscape, Moviefone and MapQuest, instant messaging
            services such as AOL Instant Messenger and ICQ, Internet
  technologies and electronic commerce services;

         o        cable, consisting principally of interests in cable television
systems, including Time Warner Cable;       

       o        filmed entertainment, consisting principally of interests in
             filmed entertainment and television production, including
Warner Bros. and New Line Cinema;           

 o        networks, consisting principally of interests in cable
                television and broadcast network programming, including WTBS
                Superstation, TNT, Cartoon Network, CNN News Group, Home Box
Office and The WB Television Network;       

        o        music, consisting principally of interests in recorded music,
                  music publishing, and DVD manufacturing including Warner Music
             Group and such labels as Atlantic, Elektra, Rhino, Warner
     Bros. Records and Warner Music International; and

      o        publishing, consisting principally of interests in magazine
               publishing, book publishing and direct marketing, including
               TIME, PEOPLE and SPORTS ILLUSTRATED magazines, Warner Books
and Little, Brown and Company.              

         As a result of the January 2001 merger between America Online, Inc. and
Time Warner Inc., we are a holding company with two wholly owned subsidiaries,  
America Online and Time Warner. The business of our company is the combined     
businesses previously conducted by America Online and Time Warner.              

 RECENT EVENTS

RESTRUCTURING OF TIME WARNER ENTERTAINMENT COMPANY, L.P.                        

   On August 20, 2002, we entered into an agreement with AT&T Corp.,
Comcast Corporation and various other parties for the restructuring of Time     
Warner Entertainment Company, L.P., which we refer to in this prospectus as     
"TWE." Prior to the TWE restructuring, a majority of our filmed entertainment   
and cable television businesses and a portion of our television networks        
business were held through TWE. Prior to the TWE restructuring, we held         
approximately 72.36% of TWE's pro rata priority and residual equity capital and 
100% of TWE's junior priority capital, and Comcast held the remaining 27.64% pro
rata priority and residual equity capital.                                      

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       In the TWE restructuring, which closed on              , 2003, all of
TWE's interest in the filmed entertainment and television networks businesses   
was transferred to us. Also as part of the TWE restructuring, we acquired a     
controlling interest in MOTH Holdings, Inc., a subsidiary of Comcast that held a
portion of Comcast's interest in TWE. All of our cable businesses held outside  
of TWE and most of our interest in TWE were transferred to MOTH Holdings, which 
has been renamed "Time Warner Cable Inc." As a result of the TWE restructuring, 
Time Warner Cable and its subsidiaries hold all of our cable television         
business. We own 89.3% of the voting power of Time Warner Cable and an          
approximate 79% economic interest in the business of Time Warner Cable and      
consolidate the results of Time Warner Cable for accounting purposes. Comcast   
indirectly holds the remaining approximately 21% economic interest in the       
business of Time Warner Cable. Immediately prior to our acquisition of MOTH     
Holdings, MOTH Holdings borrowed and paid $2.1 billion in cash to another wholly
owned subsidiary of Comcast in repayment of its pre-existing note to that       
subsidiary. In connection with the TWE restructuring, TWE Holdings II Trust, a  
wholly owned indirect subsidiary of Comcast that is the selling stockholder     
under this prospectus, received the shares of our common stock being sold under 
this prospectus in exchange for stock in Time Warner Cable.                     

RESTATEMENT OF FINANCIAL RESULTS                                                

       We have been conducting an internal review of certain advertising and
commerce transactions at our AOL segment under the direction of our Chief       
Financial Officer. In connection with this internal review, the financial       
results for each of the quarters ended September 30, 2000 through June 30, 2002 
have been restated, and the consolidated restated financial statements covering 
the period were filed with the SEC on January 28, 2003.                         

  Based on the substantial work done to date, we do not expect any
further restatements as a result of our internal review. However, the SEC and   
the Department of Justice are investigating our financial reporting and         
disclosure practices. We will continue our efforts to cooperate with the        
investigations. We are unable to predict the outcome of these investigations.   

THIS SECTION PROVIDES A SUMMARY OF OUR BUSINESSES AND MAY NOT CONTAIN ALL THE   
INFORMATION THAT IS IMPORTANT TO INVESTORS. YOU SHOULD READ IT TOGETHER WITH THE
MORE DETAILED INFORMATION AND FINANCIAL INFORMATION REFERRED TO OR INCORPORATED 
BY REFERENCE IN THIS PROSPECTUS.                                                

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RISK FACTORS

     You should consider carefully the risks described below, as well as
those identified in our other filings with the SEC. If the events discussed in  
these risk factors occur, our business, financial condition, results of         
operations or cash flows could be materially adversely affected. In such case,  
the market price of our common stock could decline.                             

      OUR AMERICA ONLINE BUSINESS MAY BE ADVERSELY AFFECTED BY COMPETITIVE
MARKET CONDITIONS AND MAY NOT BE ABLE TO EXECUTE ITS BUSINESS STRATEGY. Our     
America Online business has recently announced its strategy to revitalize the   
business and respond to the changing competitive environment. The strategic plan
focuses on improving the products and services it offers consumers, and includes
the following primary components:                                               

    o        continuing to focus on the profitability of members using
narrowband Internet access;                 

       o        managing the migration of members to broadband and multiband
     by improving the broadband and multiband product;

        o        focusing on the member experience with new features, content,
community and customer service;             

         o        growing non-subscription revenues by stabilizing and expanding
                 its advertising business, developing premium services such as
        online games and voice services, and identifying and
                developing commerce marketplaces such as online liquidations
of goods;                                   

         o        taking steps to continue to reduce losses at the international
              businesses and working to bring them to profitability; and

o        continuing cost management.                          

    America Online is in the beginning stages of implementation of the
strategy. Each of these initiatives requires sustained management focus,        
organization and coordination over time, as well as success in building         
relationships with third parties and success in anticipating and keeping up with
technological developments and consumer preferences. The results of the strategy
and implementation will not be known for some time in the future. If America    
Online is unable to implement the strategy successfully or properly react to    
changes in market conditions, our financial condition, results of operations and
cash flows could be adversely affected. Successful implementation of the        
strategy may require material increases in costs and expenses, and some of the  
new strategy components, if successful, may result in lower profit margins (for 
example, broadband members generally generate lower profit margins than         
narrowband members).                                                            

    America Online faces increased competition from other providers of
Internet services, including providers of broadband access such as cable and    
telephone companies who have greater access to and control of the methods used  
to provide Internet services to users. To be successful in its broadband        
strategy, America Online will need to maintain and further its existing         
arrangements with certain cable and telephone companies, as well as develop     
successful business relationships with additional large broadband access        
providers. As more people switch to broadband, especially as offered by other   
providers, America Online will need to develop a                                

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compelling broadband product to attract members who are willing to pay          
additional amounts for the content and functionality provided by America Online.
Since many of the premium services will be provided via broadband, a successful 
premium services strategy may be linked to success with our broadband           
strategies. It is also unclear how successful America Online will be in         
promoting and selling its new premium services to members generally. In         
addition, other Internet service providers may have more resources to devote to 
development and marketing of their services, or may be able to offer low-priced 
alternatives to the AOL service. Further, changes in the current regulatory     
environment may adversely impact America Online's ability to provide broadband  
services at competitive prices.                                                 

      ONGOING INVESTIGATIONS BY THE SECURITIES AND EXCHANGE COMMISSION AND
THE DEPARTMENT OF JUSTICE AND PENDING SHAREHOLDER LITIGATION COULD AFFECT OUR   
OPERATIONS. The SEC and the Department of Justice are investigating our         
financial reporting and disclosure practices. As of February 6, 2003, there were
thirty-seven putative class action and shareholder derivative lawsuits alleging 
violations of federal and state securities laws as well as purported breaches of
fiduciary duties pending against us, certain of our current and former          
executives, past and present members of our Board of Directors and, in certain  
instances, America Online. There is also one action making allegations of ERISA 
violations. The complaints purport to be made on behalf of certain of our       
shareholders and allege, among other things, that AOL Time Warner made material 
misrepresentations and/or omissions of material facts in violation of Section   
10(b) of the Exchange Act, Rule 10b-5 promulgated thereunder, and Section 20(a) 
of the Exchange Act. As noted, there are also related derivative actions and one
related ERISA action. We are unable to predict the outcome of the SEC and DOJ   
investigations and the pending shareholder litigation. We are incurring expenses
as a result of the SEC and DOJ investigations and the shareholder litigation    
pending against us, and any costs associated with judgments in or settlements of
these matters could adversely affect our financial condition and results of     
operations.                                                                     

         AN INABILITY TO ACHIEVE OUR DEBT-REDUCTION GOALS COULD ADVERSELY AFFECT
OUR COMMON STOCK PRICE. We have announced a goal of decreasing our total        
consolidated debt (net of cash) over the period ending December 2004. If we are 
unable to achieve this goal, including by using free cash flow, completing the  
planned initial public offering of our cable business, selling non-core assets  
and using other de-leveraging initiatives, the price of our common stock could  
be adversely affected.                                                          

 TECHNOLOGICAL DEVELOPMENTS MAY ADVERSELY AFFECT OUR COMPETITIVE
POSITION AND LIMIT OUR ABILITY TO PROTECT OUR VALUABLE INTELLECTUAL PROPERTY    
RIGHTS. Our businesses operate in the highly competitive, consumer-driven and   
rapidly changing media and entertainment industries. These businesses, as well  
as the industries generally, are to a large extent dependent on technological   
developments, including access to and selection and viability of new            
technologies, and are subject to potential pressure from competitors as a result
of their technological developments. For example:                               

o        Our cable business may be adversely affected by more 
       aggressive than expected competition from alternate
             technologies such as satellite and DSL; by the failure to
            choose technologies appropriately; by the failure of new
             equipment, such as digital set-top boxes or digital video
                  recorders, or services, such as digital cable, high-speed data
                  services and video-on-demand, to appeal to enough consumers or
              to be available at prices consumers are willing to pay, to
                 function as expected and to be delivered in a timely fashion;

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   o        Our America Online business may be adversely affected by
      competitors' abilities to more quickly develop new
technologies, including more compelling     
              features/functionalities and premium services for Internet
            users; and by the uncertainty of the costs for obtaining
                rights under patents that may cover technologies and methods
used to deliver new services;               

         o        Our filmed entertainment and television network businesses may
                  be adversely affected by the fragmentation of consumer leisure
                and entertainment time caused by a greater number of choices
            resulting from technological developments, the impact of
           personal video recorder or other technologies that have
                 "ad-stripping" functions, and technological developments that
       facilitate the piracy of our copyrighted works; and

        o        Our music business may be adversely affected by technological
                  developments, such as Internet peer-to-peer file sharing, that
               facilitate the piracy of music; by our inability to enforce
                 our intellectual property rights in digital environments; and
         by our failure to develop a successful business model
applicable to a digital online environment. 

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

         The SEC encourages companies to disclose forward-looking information so
that investors can better understand a company's future prospects and make      
informed investment decisions. This prospectus contains "forward-looking        
statements" within the meaning of the Private Securities Litigation Reform Act  
of 1995, particularly statements anticipating future growth in revenues, EBITDA 
and cash flow. Words such as "anticipates," "estimates," "expects," "projects," 
"intends," "plans," "believes" and words and terms of similar substance used in 
connection with any discussion of future operating or financial performance     
identify forward-looking statements. These statements may be either made        
directly in this prospectus or made a part of this prospectus by incorporation  
by reference to other documents filed by us with the SEC. Those forward-looking 
statements are based on management's present expectations and beliefs about     
future events. As with any projection or forecast, they are inherently          
susceptible to uncertainty and changes in circumstances, and we are under no    
obligation to, and expressly disclaim any obligation to, update or alter our    
forward-looking statements whether as a result of such changes, new information,
future events or otherwise.                                                     

        We operate in highly competitive, consumer-driven and rapidly changing
media, entertainment and Internet businesses. These businesses are affected by  
government regulation, economic, strategic, political and social conditions,    
consumer response to new and existing products and services, technological      
developments and, particularly in view of new technologies, the continued       
ability to protect intellectual property rights. Our actual results could differ
materially from management's expectations because of changes in such factors.   
Other factors and risks could adversely affect our operations, business or      
financial results or our business segments in the future and could also cause   
actual results to differ from those contained in the forward-looking statements,
including those identified under "Risk Factors" and in our other filings with   
the SEC and the following:                                                      

For our America Online businesses:                            

o        the ability to successfully implement a new strategy;

     o        the ability to develop new products and services to remain
competitive;                                

o        the ability to develop, adopt or have access to new  
technologies;                               

  o        the ability to successfully implement our broadband and
multiband strategy;                         

         o        the ability to have access to distribution channels controlled
by third parties;                           

         o        the ability to retain and grow our subscriber base profitably;

     o        the ability to provide adequate server, network and system
capacity;                                   

o        the risk of unanticipated increased costs for network
               services, including increased costs and business disruption
                  resulting from the financial difficulties being experienced by
                  a number of AOL's network service providers, such as WorldCom;

     o        increased competition from providers of Internet services,
including providers of broadband access;    

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     o        the ability to attract more traditional advertisers to the
online advertising medium;                  

   o        the ability to maintain or renew existing advertising or
            marketing commitments, including the ability to renew or
            replace large multi-period advertising arrangements with
               similar commitments or with shorter term advertising sales;

       o        the risk that the online advertising market will not improve
                 at all or at a rate comparable to improvements in the general
advertising market;                         

         o        the ability to maintain or enter into new electronic commerce,
marketing or content arrangements;          

      o        the risks from changes in U.S. and international regulatory
    environments affecting interactive services; and

       o        the ability to reduce losses at our international businesses
and bring them to profitability.            

For our cable business:                                       

o        more aggressive than expected competition from new   
     technologies and other types of video programming
distributors, including satellite and DSL;  

         o        increases in government regulation of basic cable or equipment
                  rates or other terms of service, such as "digital must-carry,"
          open access or common carrier requirements; government
               regulation of other services, such as broadband cable modem
service;                                    

o        increased difficulty in obtaining franchise renewals;

         o        the failure of new equipment, such as digital set-top boxes or
                digital video recorders, or services, such as digital cable,
             high-speed data services or video-on-demand, to appeal to
               enough consumers or to be available at prices consumers are
                  willing to pay, to function as expected and to be delivered in
a timely fashion;                           

     o        theft of service from interception of cable transmissions;

        o        fluctuations in spending levels by advertisers and consumers;
and                                         

         o        greater than expected increases in programming or other costs.

For our filmed entertainment businesses:                      

         o        our ability to continue to attract and select desirable talent
and scripts at manageable costs;            

o        general increases in production costs;               

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       o        fragmentation of consumer leisure and entertainment time and
            its possible negative effects on the broadcast and cable
                  networks, which are significant customers of these businesses;

o        continued popularity of merchandising;               

      o        the uncertain impact of technological developments that may
facilitate piracy of our copyrighted works; 

 o        our ability to develop a successful business model for
              delivery of feature films in a digital online environment;

 o        risks associated with foreign currency exchange rates;

        o        with respect to feature films, the increasing marketing costs
        associated with theatrical film releases in a highly
competitive marketplace;                    

       o        with respect to television programming, a decrease in demand
         for television programming provided by non-affiliated
producers; and                              

o        with respect to home video, the ability to maintain  
              relationships with significant customers in the rental and
sell-through markets.                       

For our network businesses:                                   

o        greater than expected news gathering, programming or 
production costs;                           

         o        public or cable operator resistance to price increases and the
                negative impact on premium programmers of increases in basic
cable rates;                                

o        increased regulation of distribution agreements;     

         o        the sensitivity of network advertising to economic cyclicality
and to new media technologies;              

         o        the negative impact of consolidation among cable and satellite
distributors;                               

      o        piracy of our content by means of interception of cable and
                  satellite transmissions or Internet peer-to-peer file sharing;

         o        the impact of personal video recorder "ad-stripping" functions
on advertising sales and network branding;  

     o        the development of new technologies that alter the role of
programming networks and services; and      

         o        greater than expected fragmentation of consumer viewership due
         to an increased number of programming services or the
       increased popularity of alternatives to television.

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For our music business:                                       

         o        our ability to continue to attract and select desirable talent
                  at manageable costs; the popular demand for particular artists
                 and albums; the timely completion of albums by major artists;

       o        our ability to continue to enforce our intellectual property
               rights in digital environments; piracy of music by means of
Internet peer-to-peer file sharing;         

        o        our ability to develop a successful business model applicable
to a digital online environment;            

     o        the potential repeal of Subsection (6) of California Labor
              Code Section 2855 regarding the maximum length of personal
service contracts;                          

 o        risks associated with foreign currency exchange rates;

         o        our ability to utilize DVD manufacturing capacity fully and to
   maintain current DVD manufacturing pricing; and

o        the overall strength of global music sales.          

For our print media and publishing businesses:                

        o        fluctuations in spending levels by advertisers and consumers;

    o        unanticipated increases in paper, postal and distribution
               costs, including costs resulting from financial pressure on
the U.S. Postal Service;                    

 o        increased costs and business disruption resulting from
      instability in the newsstand distribution channel;

   o        the introduction and increased popularity of alternative
               technologies for the provision of news and information; and

         o        the ability to continue to develop new sources of circulation.

      For our company generally, our overall financial strategy, including
growth in operations, maintaining our financial ratios and a strong balance     
sheet, could be adversely affected by decreased liquidity in the capital        
markets, including any reduction in our ability to access either the capital    
markets for debt securities or bank financings, failure to meet earnings        
expectations, significant acquisitions or other transactions, economic          
slowdowns, the risk of war, increased expenses as a result of the SEC and       
Department of Justice investigations and the shareholder litigation pending     
against us, as well as the risk of costs associated with judgments in or        
settlements of such matters, and changes in our plans, strategies and           
intentions. In addition, lower than expected valuations associated with the cash
flows and revenues at our segments may result in our inability to realize the   
value of recorded intangibles and goodwill at those segments.                   

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 USE OF PROCEEDS

        We will not receive any proceeds from the sales of our common stock by
the selling stockholder. All proceeds from the sale of these shares will be for 
the account of the selling stockholder.                                         

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 UNAUDITED CONDENSED PRO FORMA FINANCIAL INFORMATION

TIME WARNER ENTERTAINMENT COMPANY, L.P. RESTRUCTURING                           

     On August 20, 2002, AOL Time Warner Inc. (the "Company" or "AOLTW")
entered into an agreement with AT&T Corp. ("AT&T") and Comcast Corporation      
(formerly named AT&T Comcast Corporation) ("Comcast") for the restructuring of  
Time Warner Entertainment Company, L.P. ("TWE"). Prior to the TWE restructuring,
a majority of the Company's interests in cable television systems ("TWE Cable") 
and all of its interests in Warner Bros., Home Box Office ("HBO"), The WB       
Network, Comedy Central and Court TV (collectively the "Content Businesses")    
were held through TWE. Prior to the TWE restructuring the Company held          
approximately 72.4% of TWE's pro rata priority and residual equity capital, and 
100% of TWE's junior priority capital and Comcast (Comcast recently acquired    
AT&T's interest in TWE) held the remaining 27.6% pro rata priority and residual 
equity capital. In addition, AOLTW held a 100% interest in certain other cable  
systems ("TWI Cable").                                                          

     The following reflects the ownership interests in TWI Cable and TWE
Cable prior to the TWE restructuring:                                           

-------------                   -------------           
AOLTW                           Comcast           
-------------                   -------------           
/    |       \                          /                 
100%/     |        \  72.4%              27.6%                      
----------   ----------   \Series A           Series A                          
TWI Cable    Non-TWE      Preferred &        Preferred &                        
----------   Non-Cable     Common &           Common                            
Businesses   100% of the          /                   
----------    Series B           /                    
Preferred         /       
\            /    
\          /    
\        /    
-------------   
TWE   
-------------   
/ \   
/   \   
---------   ----------- 
TWE Cable   TWE Content 
---------   ----------- 

In connection with the TWE restructuring:                     

o        AOLTW will assume complete ownership of TWE's Content
               Businesses, including Warner Bros., HBO, The WB Network and
   TWE's interests in Comedy Central and Court TV.

        o        All of AOLTW's cable assets, consisting of both TWI Cable and
               TWE Cable, will be owned by a new subsidiary of AOLTW to be
               called Time Warner Cable Inc. ("Time Warner Cable"), except
            that AOLTW will also own a direct interest in TWE Cable.

        The following reflects the ownership interests in the TWI Cable assets
and TWE Cable after the TWE restructuring (all subscriber numbers are as of     
December 31, 2002 and exclude subscribers of unconsolidated entities):          

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  -------------                                   --------------
  AOLTW                                            Comcast
  -------------                                   --------------
 / \          \                                   /          /
/   \          \                                 /          / 
/     \          \                               /          /   
----------     \          \82.1% ----------------- 17.9%/          /            
Non-Cable       \          ---- Time Warner Cable  -----          /             
Businesses       \                                               /              
----------        \              -----------------              /               
   \                |     \                    /
    \               |     94.3%             4.7%
   \              |       \                /
   \        100% |        \              /
   \       ----------     \            /
   \      TWI Cable       \          /
   \      Assets          \        /
   \    1.6M Subs         \      /
   \   ----------         \    /
          \                 ----------------
        \                    TWE Cable
         ----------------    7.7M Subs
                   1.0%     ----------------
and $2.4 billion    
preferred interest  

     Immediately prior to the closing of the TWE restructuring, a wholly
owned subsidiary of Comcast will receive $2.1 billion in cash. In connection    
with the TWE restructuring, a wholly owned subsidiary of Comcast will receive   
AOLTW common stock valued at $1.5 billion at the time of closing in exchange for
stock in Time Warner Cable and an approximate 21% economic interest in the      
business of Time Warner Cable which reflects Comcast's 17.9% interest in Time   
Warner Cable and its 4.7% direct interest in TWE Cable.                         

         Upon completion of the TWE restructuring, AOLTW will have a controlling
voting interest in Time Warner Cable and consolidate Time Warner Cable's        
financial results for accounting purposes.                                      

PRO FORMA ADJUSTMENTS                                                           

         The accompanying unaudited condensed pro forma financial information is
presented to illustrate the effects of the TWE restructuring and reflects the   
following:                                                                      

  o        Time Warner Cable's incurrence of $2.1 billion of debt;

         o        The Company's issuance of common stock valued at $1.5 billion;

         o        The Company's acquisition of Comcast's interest in the Content
           Businesses. For accounting purposes, the acquisition of
             Comcast's interest in the Content Businesses represents a
              purchase of a minority interest that will be accounted for
                pursuant to Financial Accounting Standards No. 141 "Business
Combinations" ("FAS 141");                  

       o        The Company's increase in its economic ownership interest in
         TWE Cable from 72.4% to 78.4%. The attainment of this
                 additional economic interest of approximately 6% in TWE Cable
            will be accounted for as a purchase business combination
             pursuant to FAS 141. The 78.4% interest is calculated as:
                  82.1% of Time Warner Cable times 94.3% of TWE Cable plus 1% of
TWE Cable which will be directly owned; and 

       o        The Company's decrease in its economic ownership interest in
               the TWI Cable assets from 100% to 82.1%. The disposal of an
              approximate 17.9% interest in the TWI Cable assets will be
  accounted for pursuant to Financial Accounting

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                Standards No. 144 "Accounting for the Impairment or Disposal
of Long-Lived Assets" ("FAS 144").          

 As a result of the above transactions, the Company will have an
effective 79% economic interest in the business of Time Warner Cable, which     
reflects an 82.1% indirect interest in the TWI Cable assets and its 1% direct   
and 77.4% (82.1% times 94.3%) indirect interests in TWE Cable. The 79% economic 
interest in Time Warner Cable is calculated with each interest weighted based on
the relative number of cable subscribers in each entity as compared to the total
Time Warner Cable subscribers as follows: ((1.6 million TWI Cable subscribers / 
9.3 million total Time Warner Cable subscribers) times 82.1%) plus ((7.7 million
TWE Cable subscribers / 9.3 million total Time Warner Cable subscribers) times  
82.1% times 94.3%) plus ((7.7 million subscribers / 9.3 million total Time      
Warner Cable subscribers) times 1%).                                            

UNAUDITED CONDENSED PRO FORMA FINANCIAL INFORMATION                             

     The unaudited condensed pro forma balance sheet as of September 30,
2002 is presented as if the TWE restructuring had occurred on September 30,     
2002. The unaudited condensed pro forma statement of operations for the nine    
months ended September 30, 2002 and for the year ended December 31, 2001 are    
presented as if the TWE restructuring had occurred on January 1, 2001.          

  The unaudited condensed pro forma financial information has been
derived from and should be read in conjunction with the historical financial    
statements, including the notes thereto, of AOLTW. Such financial statements are
included in an amendment on Form 10-K/A (filed on January 28, 2003) to the      
Company's Annual Report on Form 10-K for the year ended December 31, 2001 and   
the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 
2002.                                                                           

      The unaudited condensed pro forma financial information is presented
for illustrative purposes only and is not necessarily indicative of the         
financial position or results of operations that would have been achieved had   
the TWE restructuring been consummated as of the dates indicated. In addition,  
the unaudited condensed pro forma financial information is not necessarily      
indicative of the future financial condition or operating results of AOLTW. In  
the opinion of management, all adjustments necessary for a fair presentation of 
the unaudited condensed pro forma information have been made.                   

       In accordance with Article 11 of Regulation S-X of the Securities Act
of 1934, the unaudited condensed pro forma financial information is presented on
a continuing operations basis and thus excludes the effect of discontinued      
operations and the cumulative effect of adopting new accounting standards, as   
more fully described in the previously filed financial statements noted above.  
In particular, AOLTW discontinued certain cable operations and recorded a $54.2 
billion goodwill impairment charge upon the adoption of Financial Accounting    
Standards No. 142, which was accounted for as a cumulative effect of a change in
accounting principle. In addition, the unaudited condensed pro forma financial  
information does not reflect events and transactions occurring subsequent to    
September 30, 2002, including the Company's $45.5 billion impairment charge     
related to goodwill and other intangible assets recorded in the fourth quarter  
of 2002.                                                                        

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 AOL TIME WARNER
 UNAUDITED PRO FORMA BALANCE SHEET
AS OF SEPTEMBER 30, 2002
 (DOLLARS IN MILLIONS)

                                                        [Enlarge/Download Table]

                                                                                      PRO FORMA    
                                             HISTORICAL         ADJUSTMENTS            ADJUSTED    
                                          ---------------------------------------------------------
                                                                                                   
ASSETS                                                                                             
Current assets:                                                                                    

Cash and equivalents                       $          2,349                         $        2,349 

Receivables, net                                      4,858                                  4,858 

Inventories                                           1,731                                  1,731 
Prepaid expenses and other current                                                                 
assets                                                1,876                                  1,876 
                                           -----------------                        ---------------
Total Current Assets                                 10,814                                 10,814 
                                           -----------------                        ---------------

Noncurrent inventories and film costs                 3,344                                  3,344 
Investment, including available for sale                                                           
securities                                            5,002                                  5,002 

PP&E, net                                            11,763                                 11,763 
Intangible assets subject to                                                                       
amortization                                          7,162                                  7,162 
Intangible assets not subject to                                                                   
amortization                                         38,300           1,500    2            42,400 
                                                                      2,600    3                   

Goodwill                                             81,688             800    2            84,128 
                                                                      1,640    4                   

Other assets                                          2,815                                  2,815 
                                           -----------------    ------------        ---------------
TOTAL ASSETS                               $        160,888           6,540         $      167,428 
                                           =================    ============        ===============

LIABILITIES AND SHAREHOLDERS' EQUITY                                                               
Current Liabilities:                                                                               

Accounts payable                           $          1,918                         $        1,918 

Participations payable                                1,498                                  1,498 
Royalties and programming costs                                                                    
payable                                               1,635                                  1,635 

Deferred revenue                                      1,550                                  1,550 

Debt due within one year                                 89                                     89 

Other current liabilities                             6,312                                  6,312 
                                           -----------------                        ---------------

Total Current Liabilities                            13,002                                 13,002 
                                           -----------------                        ---------------

Long term debt                                       28,244           2,100    1            30,344 

Deferred income taxes                                10,975           1,640    4            12,615 

Deferred revenue                                      1,038                                  1,038 

Other liabilities                                     4,694                                  4,694 

Minority interests                                    4,917           1,000    1             6,217 
                                                                     (2,300)   2                   
                                                                      2,600    3                   
                                           -----------------    ------------        ---------------
Total long-term liabilities                          49,868           5,040                 54,908 
                                           -----------------    ------------        ---------------
Total Liabilities                                    62,870           5,040                 67,910 
                                           -----------------    ------------        ---------------
                                                                                                -- 
Shareholders' Equity                                 98,018           1,500    1            99,518 
                                           -----------------    ------------        ---------------
TOTAL LIABILITIES AND SHAREHOLDERS'                                                                
EQUITY                                     $        160,888           6,540         $      167,428 
                                           =================    ============        ===============

See attached notes                                                              

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 AOL TIME WARNER
 UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
 (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

                                                        [Enlarge/Download Table]

                                                                                               PRO FORMA     
                                                     HISTORICAL          ADJUSTMENTS            ADJUSTED     
                                                  ------------------  ------------------    -----------------
                                                                                                             

Revenues:                                                                                                    

     Subscriptions                                 $      14,032            --               $     14,032    

     Advertising and commerce                              5,518            --                      5,518    

     Content and other                                    10,091            --                     10,091    
                                                   -------------                             -------------   
Total revenues                                            29,641                                   29,641    
                                                   -------------                             -------------   

Costs of revenues                                        (17,787)           --                     (17,787)  

Selling, general and administrative                       (7,258)           --                      (7,258)  

Amortization of goodwill and other intangible                                                                
assets                                                      (520)           --                        (520)  

Merger and restructuring costs                              (184)           --                        (184)  
                                                   -------------       -------------         -------------   
Operating income                                           3,892            --                       3,892   
                                                   -------------                             -------------   

Interest expense, net                                     (1,306)          (35)          5          (1,341)  

Other expense, net                                        (1,837)           --                      (1,837)  

Minority interest income (expense), net of tax              (139)          (23)          6            (162)  
                                                   -------------       -------------         -------------   
Income from continuing operations before taxes               610           (58)                        552   

Income tax provision                                        (279)           14           7            (265)  
                                                   -------------       -------------         -------------   

Income from continuing operations                  $         331           (44)              $         287   
                                                   =============       =============         =============   

Basic / Diluted income per share from continuing                                                             
operations                                                 $0.07                                     $0.06   
                                                   -------------       -------------         -------------   
Average basic common shares                              4,449.2         105.9           8         4,555.1   
                                                   -------------       -------------         -------------   
Average diluted common shares                            4,523.1         105.9           8         4,629.0   
                                                   -------------       -------------         -------------   

See attached notes                                                              

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 AOL TIME WARNER
 UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2001
 (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

                                                        [Enlarge/Download Table]

                                                                                        PRO FORMA    
                                                  HISTORICAL       ADJUSTMENTS           ADJUSTED    
                                                ---------------  -----------------    ---------------
                                                                                                     
Revenues:                                                                                            

     Subscriptions                               $    15,657             --            $   15,657    

     Advertising and commerce                          8,260             --                 8,260    

     Content and other                                13,307             --                13,307    
                                                 -----------                           ----------    
Total revenues                                        37,224                               37,224    

Costs of revenues                                    (20,591)            --               (20,591)   

Selling, general and administrative                   (9,079)            --                (9,079)   

Amortization of goodwill and other intangible                                                        
assets                                                (7,186)            --                (7,186)   

Merger and restructuring costs                          (250)            --                  (250)   
                                                 -----------        -----------        ----------    
Operating income                                         118             --                   118    

Interest expense, net                                 (1,353)          (47)        5       (1,400)   

Other expense, net                                    (3,567)            --                (3,567)   

Minority interest income (expense), net of tax            46          (236)        6         (190)   
                                                 -----------        -----------        ----------    
Loss from continuing operations before taxes          (4,756)         (283)                (5,039)   

Income tax provision                                    (139)           19         7         (120)   
                                                 -----------        -----------        ----------    
Loss from continuing operations                  $    (4,895)         (264)            $   (5,159)   
                                                 ===========        ===========        ==========    

Basic / Diluted loss per share from continuing                                                       
operations                                            ($1.11)                              ($1.14)   
                                                 -----------        -----------        ----------    
Average basic and diluted common shares              4,429.1         105.9         8      4,535.0    
                                                 -----------        -----------        ----------    

See attached notes                                                              

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NOTES TO THE UNAUDITED CONDENSED PRO FORMA FINANCIAL INFORMATION

OVERVIEW                                                              

         As noted above, the TWE restructuring will result in the acquisition of
the 27.6% interest of the Content Businesses not already owned by the Company   
and the acquisition of an additional 6% economic interest in TWE Cable, each of 
which will be accounted for as a purchase business combination. In addition, the
TWE restructuring reflects the Company's indirect disposition of a 17.9%        
interest in the TWI Cable assets.                                               

         In connection with the Company's acquisition of additional interests in
TWE Cable and the Content Businesses, a preliminary allocation of the excess of 
the purchase price over the fair value of the net assets acquired has been      
allocated to goodwill and cable franchise licenses. The cable franchise licenses
and goodwill will not be amortized but rather tested for impairment on an annual
basis. The Company has not completed its purchase price allocation, accordingly,
the final purchase price allocation may differ from the preliminary estimates   
included herein.                                                                

1.   To record the purchase consideration paid by AOLTW in the TWE restructuring
as follows (dollars in millions):                                     

    DESCRIPTION                                                         AMOUNT
     =============================================================    ==========
   Debt incurred at Time Warner Cable                                $ 2,100
Issuance of AOLTW common stock to a wholly owned subsidiary           
     of Comcast in exchange for stock in Time Warner Cable             1,500
Estimated value of the 17.9% interest in the TWI Cable                
     assets transferred to Comcast                                     1,000
                                                                      ----------
                         TOTAL ESTIMATED PURCHASE CONSIDERATION      $ 4,600
                                                                      ==========

2.   To eliminate the historical minority interests (at book value) associated  
with the 27.6% of the TWE Content Businesses and 6% of the TWE Cable  
    business acquired by AOLTW and to allocate the purchase consideration paid
  in excess of the historical minority interest to cable franchise license
intangibles and goodwill as follows (dollars in millions):            

    DESCRIPTION                                                         AMOUNT
     =============================================================    ==========
   Elimination of minority interest                                  $ 2,300
   Cable franchise license intangibles                                 1,500
   Goodwill                                                              800
                                                                      ----------
                   TOTAL PRELIMINARY PURCHASE PRICE ALLOCATION       $ 4,600
                                                                      ==========

3.   To record a step-up in basis (e.g., adjustment to fair value) on the 17.9% 
minority interest Comcast retained indirectly in TWE Cable. This $2.6 
billion adjustment will be reflected as an increase in cable franchise
license intangibles and a corresponding increase in minority interest.

4.   To record deferred taxes based on a 40% statutory rate on the cable        
    franchise license intangible assets recorded in entries two and three with
a corresponding increase in goodwill.                                 

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5.   To record the increase in interest expense as a result of the incurrence of
$2.1 billion in debt at Time Warner Cable. A 2.22% interest rate was  
    assumed in calculating interest expense. This reflects the one month LIBOR
 rate plus a 7/8% spread which represents the borrowing rate the Company
   expects to obtain for the $2.1 billion in debt. A 1/8 percent variance in
interest rates will change interest expense by $2.6 million and $2.0  
   million for the twelve months ended December 31, 2001 and the nine months
ended September 30, 2002, respectively.                               

6.   To record the change in minority interest income (expense) as a result of  
Comcast's 17.9% ownership interest in Time Warner Cable and its 4.7%  
ownership interest in TWE Cable.                                      

7.   To record the income tax impact as a result of adjustment five. A 40%      
statutory tax rate was assumed.                                       

8.   To reflect an assumed number of shares of AOLTW common stock that will be  
 issued in the TWE restructuring to a wholly owned subsidiary of Comcast
 in exchange for stock in Time Warner Cable at a $14.16 per share price,
which is based upon the formula set forth in the TWE restructuring    
   agreement, calculated as if the TWE restructuring occurred on February 7,
2003.                                                                 

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 DESCRIPTION OF COMMON STOCK

       The following description of the terms of our common stock sets forth
certain general terms and provisions of our common stock. This section also     
summarizes relevant provisions of the Delaware General Corporation Law, which we
refer to as "Delaware law." The terms of our certificate of incorporation and   
by-laws, as well as the terms of Delaware law, are more detailed than the       
general information provided below. Therefore, you should carefully consider the
actual provisions of these documents.                                           

AUTHORIZED AND OUTSTANDING SHARES                                               

We have the authority to issue:                               

     o        25,000,000,000 shares of common stock, par value $0.01 per
share;                                      

       o        1,800,000,000 shares of series common stock, par value $0.01
                 per share, which are issuable in series, of which 210,000,000
              shares are designated as AOL Time Warner series LMC common
                  stock and 210,000,000 shares are designated as AOL Time Warner
series LMCN-V common stock; and             

     o        750,000,000 shares of preferred stock, par value $0.10 per
              share, issuable in series on terms to be determined by our
board of directors.                         

As of             , 2003:                                     

     o        approximately shares of our common stock were outstanding;

     o        approximately 171,186,000 shares of AOL Time Warner series
               LMCN-V common stock were outstanding, which are convertible
                  into an equal number of shares of common stock under specified
               circumstances that are not currently present and which have
                substantially the same rights as shares of our common stock,
       except that they have limited voting rights and are
non-redeemable; and                         

    o        no shares of AOL Time Warner series LMC common stock were
outstanding; and                            

o        no shares of our preferred stock were outstanding.   

RIGHTS OF OUR COMMON STOCK                                                      

PREEMPTIVE RIGHTS. The holders of our common stock do not have
preemptive rights to purchase or subscribe for any stock or other securities of 
ours.                                                                           

       VOTING RIGHTS. Each outstanding share of our common stock is entitled
to one vote per share.                                                          

DIVIDENDS. Holders of our common stock are entitled to receive
dividends or other distributions when and if declared by our board of directors.
The right of our board of directors to declare dividends, however, is subject to
any rights of the holders of other classes of our capital stock and the         
availability of sufficient funds under Delaware law to pay dividends.           

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     LIQUIDATION RIGHTS. In the event of the liquidation of our company,
subject to the rights, if any, of the holders of other classes of our capital   
stock, the holders of our common stock are entitled to receive any of our assets
available for distribution to our stockholders ratably in proportion to the     
number of shares held by them.                                                  

        REGULATORY RESTRICTIONS. Outstanding shares of our common stock may be
redeemed by action of our board of directors to the extent necessary to prevent 
the loss of any governmental license or franchise, the holding of which is      
conditioned upon stockholders possessing prescribed qualifications.             

LISTING                                                                         

   We list our common stock on the New York Stock Exchange under the
symbol "AOL."                                                                   

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 SELLING STOCKHOLDER

     The shares of our common stock to which this prospectus relates are
being registered for re-offers and resales by the selling stockholder named     
below. We have registered the shares to permit the selling stockholder and some 
of its transferees after the date of this prospectus to resell the shares when  
they deem appropriate. We refer to all of these possible sellers as the "selling
stockholder" in this prospectus. The selling stockholder may resell all, a      
portion or none of its shares at any time.                                      

     The following table sets forth information regarding the beneficial
ownership of the common stock by the selling stockholder as of          , 2003. 

                                                        [Enlarge/Download Table]

                                                      NUMBER OF SHARES OF OUR  NUMBER OF SHARES OF OUR 
                             NUMBER OF SHARES OF OUR       COMMON STOCK           COMMON STOCK OWNED   
                                  COMMON STOCK        BENEFICIALLY OWNED THAT   BENEFICIALLY AFTER THE 
    SELLING STOCKHOLDER       BENEFICIALLY OWNED      MAY BE SOLD HEREUNDER        SALE HEREUNDER      
---------------------------  -----------------------  -----------------------  ------------------------
                                                                                                       
TWE Holdings II Trust(1)               (2)                                                 0           

----------                                                                      
(1)      Edith E. Holiday, as operating trustee of TWE Holdings II Trust, and   
      Comcast Corporation may be deemed for purposes of federal securities
        laws to share voting and dispositive power over the shares held by TWE
         Holdings II Trust. Ms. Holiday, in her personal capacity, directly owns
        less than 0.0001% of our outstanding common stock. The shares are held
       in TWE Holdings II Trust for the benefit of an indirect, wholly owned
      subsidiary of Comcast Corporation; consequently, Comcast Corporation
may be deemed to beneficially own these shares.               

(2)      In the TWE restructuring, TWE Holdings II Trust received shares of our 
         common stock valued at approximately $1.5 billion. The $      price per
       share of our common stock was determined by taking the simple average
        of the volume-weighted trading prices per share of our common stock on
         the New York Stock Exchange for each of the fifteen consecutive trading
days ending on the fifth trading day immediately prior to (and
excluding) the date of the closing of the TWE restructuring.  

RELATIONSHIPS WITH THE SELLING STOCKHOLDER                                      

TWE Holdings II Trust is a Delaware statutory trust that is an
indirect, wholly owned subsidiary of Comcast Corporation which holds and        
ultimately is to dispose of our common stock issued in connection with the TWE  
restructuring.                                                                  

      RESTRUCTURING OF TIME WARNER ENTERTAINMENT COMPANY, L.P. Comcast and
TWE Holdings II Trust are parties to some of the principal agreements governing 
the TWE restructuring. In connection with the TWE restructuring, one of our     
subsidiaries entered into a broadband carriage agreement under which AOL        
High-Speed Broadband will be made available on a number of Comcast cable        
systems. For more information regarding the TWE restructuring, see "Recent      
Events--Restructuring of Time Warner Entertainment Company, L.P."               

REGISTRATION RIGHTS AGREEMENT. In connection with the TWE     
restructuring, we entered into a registration rights agreement with Comcast     
relating to the shares of our common stock being offered under this prospectus. 
Under that agreement, we were required to file a shelf registration statement on
Form S-3 (of which this prospectus is a part) relating to our common stock      
issued to TWE Holdings II Trust in the restructuring, and we are required,      
subject to customary suspension periods, to keep the registration statement     
effective until the earlier of one year after the closing of the TWE            
restructuring and the time there are no longer any shares of our stock covered  
by the agreement. Shares of our common stock that are currently held by TWE     
Holdings II Trust will no longer be subject to the registration rights agreement
if they:                                                                        

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o        are sold under this prospectus;                      

 o        are distributed to the public under Rule 144 under the
Securities Act;                             

         o        are otherwise transferred or disposed of, and the certificates
              evidencing those shares no longer bear legends restricting
their transfer; or                          

o        cease to be outstanding.                             

We are required to enter into underwriting agreements or other
customary agreements relating to the distribution of our common stock subject to
the agreement, which may require us to participate in a due diligence process   
and provide customary indemnification and closing documentation. Subject to     
limited exceptions, we will not be required to enter into any underwriting or   
similar agreement, cooperate in a due diligence process, furnish other documents
(including comfort letters and opinions) or provide indemnification on more than
three occasions. If the selling stockholder wishes to sell its common stock in  
an underwritten public offering, the specific underwriting arrangements will be 
disclosed in a supplement to this prospectus filed with the SEC under Rule      
424(b) under the Securities Act, or, if appropriate, a post-effective amendment 
to the registration statement of which this prospectus forms a part.            

 The registration rights agreement contains customary provisions
regarding the suspension of the effectiveness of registration statements filed  
under its terms. In addition, we have agreed to indemnify the selling           
stockholder and its directors, officers and controlling persons against         
specified liabilities, including specified liabilities under the Securities Act.

       In addition to the relationships described above, we and Comcast have
interests in Texas Cable Partners, a cable television joint venture owning      
systems serving areas in Texas and New Mexico, and Kansas City Cable Partners, a
cable television joint venture owning systems serving areas in Kansas and       
Missouri, and have other ordinary course business relationships.                

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PLAN OF DISTRIBUTION

    The selling stockholder, including some of its transferees who may
later hold its interest in the shares of our common stock covered by this       
prospectus and who are otherwise entitled to resell the shares using this       
prospectus, may sell the shares of common stock covered by this prospectus from 
time to time in any legal manner selected by the selling stockholder, including 
directly to purchasers or through underwriters, broker-dealers or agents, who   
may receive compensation in the form of discounts, concessions or commissions   
from the selling stockholder or the purchasers. These discounts, concessions or 
commissions as to any particular underwriter, broker-dealer or agent may be in  
excess of those customary in the types of transactions involved. The selling    
stockholder will act independently of us in making decisions with respect to the
timing, manner and size of each sale of the common stock covered by this        
prospectus.                                                                     

       The selling stockholder has advised us that the shares may be sold in
one or more transactions at fixed prices, at prevailing market prices at the    
time of sale, at prices related to the prevailing market prices, at varying     
prices determined at the time of sale and/or at negotiated prices. These sales  
may be effected in one or more transactions, including:                         

o        on the New York Stock Exchange;                      

o        in the over-the-counter market;                      

        o        in transactions otherwise than on the New York Stock Exchange
or in the over-the-counter market; or       

o        any combination of the foregoing.                    

         In addition, the selling stockholder may also enter into hedging and/or
monetization transactions. For example, the selling stockholder may:            

         o        enter into transactions with a broker-dealer or affiliate of a
               broker-dealer or other third party in connection with which
                 that other party will become a selling stockholder and engage
                in short sales of our common stock under this prospectus, in
                 which case the other party may use shares of our common stock
                received from the selling stockholder to close out any short
positions;                                  

       o        itself sell short our common stock under this prospectus and
              use shares of our common stock held by it to close out any
short position;                             

  o        enter into options, forwards or other transactions that
                require the selling stockholder to deliver, in a transaction
                 exempt from registration under the Securities Act, our common
                  stock to a broker-dealer or an affiliate of a broker-dealer or
               other third party who may then become a selling stockholder
              and publicly resell or otherwise transfer our common stock
under this prospectus; or                   

o        loan or pledge our common stock to a broker-dealer or
                  affiliate of a broker-dealer or other third party who may then
                  become a selling stockholder and sell the loaned shares or, in
                 an event of default in the case of a pledge, become a selling
       stockholder and sell the pledged shares, under this
prospectus.                                 

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      Under the agreement governing the TWE restructuring, and, subject to
certain exceptions, we, the selling stockholder and our respective affiliates,  
agents and representatives were not permitted to sell or purchase our common    
stock or derivatives of our common stock in the period during which the number  
of shares of our common stock the selling stockholder received in the TWE       
restructuring was determined.                                                   

         The selling stockholder has advised us that it has not entered into any
agreements, arrangements or understandings with any underwriter, broker-dealer  
or agent regarding the sale of its shares of our common stock. However, we are  
required, under the registration rights agreement relating to the shares of our 
common stock being sold under this prospectus, to enter into customary          
underwriting and other agreements in connection with the distribution of the    
shares of common stock under this prospectus, subject to some limitations. For  
more information regarding the registration rights agreement, see "Selling      
Stockholder--Relationships with the Selling Stockholder--Registration Rights    
Agreements." The specific terms of any such underwriting or other agreement will
be disclosed in a supplement to this prospectus filed with the SEC under Rule   
424(b) under the Securities Act, or, if appropriate, a post-effective amendment 
to the registration statement of which this prospectus forms a part. The selling
stockholder may sell any or all of the shares of our common stock offered by it 
pursuant to this prospectus. In addition, there can be no assurance that the    
selling stockholder will not transfer, devise or gift the shares of common stock
by other means not described in this prospectus.                                

         There can be no assurance that the selling stockholder will sell any or
all of the shares of common stock pursuant to this prospectus. In addition, any 
securities covered by this prospectus that qualify for sale pursuant to Rule 144
of the Securities Act may be sold under Rule 144 rather than pursuant to this   
prospectus.                                                                     

        The aggregate proceeds to the selling stockholder from the sale of the
shares offered by it will be the purchase price of the shares less discounts and
commissions, if any. If the shares of common stock are sold through underwriters
or broker-dealers, the selling stockholder will be responsible for underwriting 
discounts and commissions and/or agent's commissions. We will not receive any of
the proceeds from the sale of the shares of common stock covered by this        
prospectus.                                                                     

In order to comply with the securities laws of some states, if
applicable, the shares may be sold in these jurisdictions only through          
registered or licensed brokers or dealers. In addition, in some states the      
shares may not be sold unless they have been registered or qualified for sale or
any exemption from registration or qualification requirements is available and  
is complied with.                                                               

        The selling stockholder and any underwriters, broker-dealers or agents
that participate in the sale of the shares may be deemed to be "underwriters"   
within the meaning of Section 2(11) of the Securities Act. As a result, any     
profits on the sale of the shares of common stock by the selling stockholder and
any discounts, commissions or concessions received by any such broker-dealers or
agents may be deemed to be underwriting discounts and commissions under the     
Securities Act. If the selling stockholder is deemed to be an "underwriter"     
within the meaning of Section 2(11) of the Securities Act, it will be subject to
the prospectus delivery requirements of the Securities Act. The selling         
stockholder has acknowledged that it understands its obligations to comply with 
the provisions of the Exchange Act and the rules thereunder relating to stock   
manipulation, particularly Regulation M.                                        

         To the extent required, the shares to be sold, the names of the selling
stockholder, the respective purchase prices and public offering prices, the     
names of any agent, dealer or                                                   

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underwriter, and any applicable commissions or discounts with respect to a      
particular offer will be set forth in an accompanying prospectus supplement or, 
if appropriate, a post-effective amendment to the registration statement of     
which this prospectus is a part.                                                

        We have agreed to indemnify the selling stockholder and its directors,
officers and controlling persons against certain liabilities, including         
specified liabilities under the Securities Act, or to contribute with respect to
payments which the selling stockholder may be required to make in respect of    
such liabilities. The selling stockholder has agreed to indemnify us for        
liabilities arising under the Securities Act with respect to written information
furnished to us by it or to contribute with respect to payments in connection   
with such liabilities.                                                          

       We have agreed to pay all of the costs, fees and expenses incident to
our registration of the resale of the selling stockholder's common stock,       
excluding any legal fees of the selling stockholder and commissions, fees and   
discounts of underwriters, brokers, dealers and agents.                         

       Under our registration rights agreement with the selling stockholder,
we will use our commercially reasonable efforts to keep the registration        
statement of which this prospectus is a part continuously effective, subject to 
customary suspension periods, until the earlier of the first anniversary of the 
closing of the restructuring of TWE or such time as there are no longer any     
shares of our common stock subject to the registration rights agreement.        

 Our obligation to keep the registration statement to which this
prospectus relates effective is subject to specified, permitted exceptions. In  
these cases, we may suspend offers and sales of the shares of common stock      
pursuant to the registration statement to which this prospectus relates.        

 LEGAL OPINION

 Paul, Weiss, Rifkind, Wharton & Garrison LLP will pass upon the
validity of the common stock offered by this prospectus for us.                 

 EXPERTS

   Ernst & Young LLP, independent auditors, audited the consolidated
restated financial statements, schedule and supplementary information of AOL    
Time Warner and the consolidated financial statements and schedule of Time      
Warner Entertainment Company, L.P. for the three years ended December 31, 2001, 
included in AOL Time Warner's Annual Report on Form 10-K for the fiscal year    
ended December 31, 2001, as amended by Amendment No. 3 on Form 10-K/A, as set   
forth in their report, which is incorporated by reference in this prospectus and
elsewhere in the registration statement. These consolidated financial           
statements, schedules and supplementary information are incorporated by         
reference in reliance on Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.                                             

        Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements and schedule of Time Warner Telecom Inc. for the three     
years ended December 31, 2001, included in the Annual Report on Form 10-K of    
Time Warner Telecom for the fiscal year ended December 31, 2001, which is       
incorporated by reference in AOL Time Warner's Annual Report on Form 10-K for   
the fiscal year ended December 31, 2001, as amended by amendments on Form       
10-K/A, as set forth in their report, which is incorporated by reference in this
prospectus and elsewhere in the registration statement. These consolidated      
financial statements and schedule                                               

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are incorporated by reference in reliance on Ernst & Young LLP's report, given  
on their authority as experts in accounting and auditing.                       

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

No person is authorized to give any information or to make any
representations other than those contained in this prospectus or any            
accompanying prospectus supplement in connection with the offer made by this    
prospectus or any prospectus supplement, and, if given or made, such other      
information or representations must not be relied upon as having been authorized
by us, or by any underwriter, dealer or agent.                                  

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 PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                            

       The following statement sets forth the estimated amounts of expenses,
other than underwriting discounts and commissions, to be borne by the registrant
in connection with the distribution of the offered securities. The selling      
stockholder will not pay any of the following expenses.                         

     Filing fee for Registration Statement..............       $ 138,000
      NYSE Listing fee...................................       $   1,500*
      Printing fees and expenses.........................       $   5,000*
      Accounting fees and expenses.......................       $  60,000*
      Legal fees and expenses............................       $ 100,000*
      Miscellaneous......................................       $   5,500*
                                                               -----------------
      Total..............................................       $ 310,000*
                                                               =================

*Estimated and subject to future contingencies.                                 

Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

        Section 145(a) of the General Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be  
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action  
by or in the right of the corporation), because the person is or was a director,
officer, employee or agent of the corporation. Such indemnity may be against    
expenses (including attorneys' fees), judgments, fines and amounts paid in      
settlement actually and reasonably incurred, including liabilities under the    
Securities Act, by the person in connection with such action, suit or           
proceeding, if the person acted in good faith and in a manner the person        
reasonably believed to be in or not opposed to the best interests of the        
corporation and if, with respect to any criminal action or proceeding, the      
person did not have reasonable cause to believe the person's conduct was        
unlawful.                                                                       

      Section 145(b) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to indemnify any person who was or is a 
party or is threatened to be made a party to any threatened, pending or         
completed action or suit by or in the right of the corporation to procure a     
judgment in its favor because the person is or was a director, officer, employee
or agent of the corporation, against any expenses (including attorneys' fees)   
actually and reasonably incurred, including liabilities under the Securities    
Act, by the person in connection with the defense or settlement of such action  
or suit if the person acted in good faith and in a manner the person reasonably 
believed to be in or not opposed to the best interests of the corporation,      
except that no indemnification shall be made in respect of any claim, issue or  
matter as to which such person shall have been adjudged to be liable to the     
corporation (unless the Delaware Court of Chancery or the court in which such   
proceeding was brought determines otherwise in accordance with the Delaware     
Corporation Law).                                                               

      Section 145(g) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to purchase and maintain insurance on   
behalf of any person who is or was a director, officer, employee or agent of the
corporation against any liability asserted against the                          

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person in any such capacity, or arising out of the person's status as such,     
whether or not the corporation would have the power to indemnify the person     
against such liability under the provisions of the law.                         

         Article VI of AOL Time Warner's by-laws requires indemnification to the
fullest extent permitted under Delaware law or other applicable law of any      
person who is or was a director or officer of AOL Time Warner who is or was     
involved or threatened to be made so involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact 
that such person is or was serving as a director, officer, employee or agent of 
AOL Time Warner or was serving at the request of AOL Time Warner as a director, 
officer, employee or agent of any other enterprise; provided, however, that the 
foregoing shall not apply to a director or officer with respect to a proceeding 
that was commenced by such director or officer unless under certain             
circumstances.                                                                  

       Article VI of AOL Time Warner's by-laws authorizes AOL Time Warner to
purchase and maintain insurance on behalf of its directors, officers, employees 
and agents. AOL Time Warner's Directors' and Officers' Liability and            
Reimbursement Insurance Policy is designed to reimburse the registrant for any  
payments made pursuant to these indemnification provisions.                     

         Section 102 of the Delaware Corporation Law authorizes a corporation to
limit or eliminate its directors' liability to the corporation or its           
stockholders for monetary damages for breaches of fiduciary duties, other than  
for (i) breaches of the duty of loyalty, (ii) acts or omissions not in good     
faith or that involve intentional misconduct or knowing violations of law, (iii)
unlawful payments of dividends, stock purchases or redemptions, or (iv)         
transactions from which a director derives an improper personal benefit. AOL    
Time Warner's certificate of incorporation contains such a provision.           

    The foregoing statements are subject to the detailed provisions of
Sections 145 and 102 of the Delaware Corporation Law, AOL Time Warner's         
certificate of incorporation and Article VI of the by-laws of AOL Time Warner.  

Item 16. EXHIBITS                                                               

5.1      Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP regarding the  
legality of the shares.                                       

23.1     Consent of Ernst & Young LLP, Independent Auditors.                    

23.2     Consent of Ernst & Young LLP, Independent Auditors (with respect to    
Time Warner Telecom Inc.).                                    

23.3     Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in   
Exhibit 5.1).                                                 

24.1     Powers of Attorney (included on the signature page of this Form S-3).  

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Item 17. UNDERTAKINGS                                                           

A.       Undertakings Pursuant to Rule 415                                      

The undersigned registrant hereby undertakes:                 

        (a)      to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:                

                (i)   to include any prospectus required by Section 10(a)(3)
of the Securities Act;                                        

                  (ii)  to reflect in the prospectus any facts or events arising
     after the effective date of the registration statement (or the most
        recent post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
   in the registration statement. Notwithstanding the foregoing, any
    increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
       with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20% change in the
   maximum aggregate offering price set forth in the "Calculation of
      Registration Fee" table in the effective registration statement; and

                 (iii) to include any material information with respect to the
    plan of distribution not previously disclosed in this registration
statement or any material change to such information in this  
registration statement;                                       

provided, however, that the undertakings set forth in clauses (a)(i) and (a)(ii)
do not apply if the information required to be included in a post-effective     
amendment by those clauses is contained in periodic reports filed with or       
furnished to the Commission by the registrant pursuant to Section 13 or Section 
15(d) of the Exchange Act that are incorporated by reference in the registration
statement;                                                                      

       (b)      that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new  
registration statement relating to the securities offered therein, and the      
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof; and                                                      

   (c)      to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the     
termination of the offering.                                                    

B.       Undertaking Regarding Filings Incorporating Subsequent Exchange Act    
Documents by Reference                                        

    The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of any of the   
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the    
Exchange Act that is incorporated by reference in the registration statement    
shall be deemed to be a new registration statement relating to the securities   
offered therein, and the offering of such securities at that time shall be      
deemed to be the initial bona fide offering thereof.                            

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C.       Undertaking in Respect of Indemnification                              

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the      
registrant pursuant to the provisions described in Item 15 above, or otherwise, 
the registrant has been advised that in the opinion of the Commission such      
indemnification is against public policy as expressed in the Securities Act and 
is, therefore, unenforceable. In the event that a claim for indemnification     
against such liabilities (other than the payment by the registrant of expenses  
incurred or paid by a director, officer or controlling person of the registrant 
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being 
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate     
jurisdiction the question of whether such indemnification by it is against      
public policy as expressed in the Securities Act and will be governed by the    
final adjudication of such issue.                                               

D.       Undertaking in Respect of a Registration Statement Permitted by Rule   
430A Under the Securities Act of 1933                         

        The undersigned registrant hereby undertakes that, (1) for purposes of
determining any liability under the Securities Act, the information omitted from
the form of prospectus filed as part of this registration statement in reliance 
upon Rule 430A and contained in a form of prospectus filed by the registrant    
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be   
deemed to be part of this registration statement as of the time it was declared 
effective, and (2) for the purpose of determining any liability under the       
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities   
offered therein, and the offering of such securities at that time shall be      
deemed to be the initial bona fide offering thereof.                            

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe     
that it meets all of the requirements for filing on Form S-3 and has duly       
caused this registration statement to be signed on its behalf by the            
undersigned, thereunto duly authorized, in the City of New York, State of New   
York, on February 11, 2003.                                                     

          AOL Time Warner Inc.

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

        Each of the undersigned directors and officers of AOL Time Warner Inc.
hereby severally constitutes and appoints Stephen M. Case, Richard D. Parsons,  
Wayne H. Pace, Paul T. Cappuccio, Spencer B. Hays, James W. Barge, Pascal       
Desroches, Brenda C. Karickhoff and Raymond G. Murphy, and each of them, as     
attorneys-in-fact for the undersigned, in any and all capacities, with full     
power of substitution, to sign any amendments to this registration statement    
(including post-effective amendments), and to file the same with exhibits       
thereto and other documents in connection therewith with the Securities and     
Exchange Commission, granting unto said attorneys-in-fact, and each of them,    
full power and authority to do and perform each and every act and thing         
requisite and necessary to be done in and about the premises, as fully to all   
intents and purposes as he or she might or could do in person, hereby ratifying 
and confirming all that each said attorney-in-fact, or any of them, may lawfully
do or cause to be done by virtue hereof.                                        

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed on February 11, 2003 by the         
following persons in the capacities indicated.                                  

SIGNATURES                                 TITLE          
----------                                 -----          

/s/ Stephen M. Case                                                   
--------------------------------                                                
(STEPHEN M. CASE)                 Chairman of the Board         

/s/ Richard D. Parsons                                                
--------------------------------                                                
    (RICHARD D. PARSONS)                Chief Executive Officer and Director
                                 (principal executive officer)

/s/ Wayne H. Pace                                                     
--------------------------------                                                
(WAYNE H. PACE)                  Executive Vice President and 
                           Chief Financial Officer
                                 (principal financial officer)

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SIGNATURES                                 TITLE          
----------                                 -----          

/s/ James W. Barge                                                    
--------------------------------                                                
      (JAMES W. BARGE)                  Senior Vice President and Controller
                            (controller or principal
                       accounting officer)

/s/ Daniel F. Akerson                                                 
--------------------------------                                                
(DANIEL F. AKERSON)                Director                       

/s/ James L. Barksdale                                                
--------------------------------                                                
(JAMES L. BARKSDALE)                Director                        

/s/ Stephen F. Bollenbach                                             
--------------------------------                                                
(STEPHEN F. BOLLENBACH)              Director                         

/s/ Frank J. Caufield                                                 
--------------------------------                                                
(FRANK J. CAUFIELD)                Director                       

/s/ Miles R. Gilburne                                                 
--------------------------------                                                
(MILES R. GILBURNE)                Director                       

/s/ Carla A. Hills                                                    
--------------------------------                                                
(CARLA A. HILLS)                  Director                      

/s/ Reuben Mark                                                       
--------------------------------                                                
(REUBEN MARK)                   Director                    

/s/ Michael A. Miles                                                  
--------------------------------                                                
(MICHAEL A. MILES)                 Director                       

/s/ Kenneth J. Novack                                                 
--------------------------------                                                
(KENNETH J. NOVACK)                 Director                        

/s/ Franklin D. Raines                                                
--------------------------------                                                
(FRANKLIN D. RAINES)                Director                        

/s/ R. E. Turner                                                      
--------------------------------                                                
(R. E. TURNER)                   Director                     

/s/ Francis T. Vincent, Jr.                                           
--------------------------------                                                
(FRANCIS T. VINCENT, JR.)             Director                          

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EXHIBITS                                                                        

5.1      Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP regarding the  
legality of the shares.                                       

23.1     Consent of Ernst & Young LLP, Independent Auditors.                    

23.2     Consent of Ernst & Young LLP, Independent Auditors (with respect to    
Time Warner Telecom Inc.).                                    

23.3     Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in   
Exhibit 5.1).                                                 

24.1     Powers of Attorney (included on the signature page of this Form S-3).  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
Filed on:		2/11/03		1		37			S-3
		2/10/03		3
		2/7/03		2		24
		2/6/03		10
		1/28/03		5		19			10-K/A,  10-Q/A
		1/23/03		5					8-K,  SC 13D/A
		1/16/03		5					8-K
		1/14/03		5					8-K
		1/12/03		5					8-K
		12/31/02		5		17			10-K,  8-K
		11/14/02		5					10-Q
		10/23/02		5					8-K
		9/30/02		5		24			10-Q
		8/21/02		5					8-K
		8/20/02		2		17
		8/14/02		5					10-Q,  8-K
		7/11/02		5					8-K
		7/8/02		5					8-K
		6/30/02		5		8			10-Q,  10-Q/A
		6/28/02		5					SC 13G
		6/27/02		5
		6/24/02		5					8-K
		5/6/02		5					10-Q
		3/31/02		5					10-Q,  10-Q/A
		3/26/02		5					10-K/A,  DEF 14A
		3/25/02		5					10-K405,  S-8
		12/31/01		5		31			10-K/A,  10-K405
		3/30/01		5					8-K/A
		2/9/01		5					8-K/A,  SC 13D/A
		1/25/01		5
		1/12/01		5					8-K,  8-K12G3
		1/11/01		5					8-K,  8-K/A,  8-K12G3,  S-8
		1/1/01		19
		9/30/00		8
									List all Filings