Time Warner Inc.
                             One Time Warner Center
                            New York, New York 10019
                                 (212) 484-8000


                                                                   April 1, 2005

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

         Re:      Time Warner Inc. (formerly named AOL Time Warner Inc.)
                  Application for Withdrawal of Registration Statement on
                  Form S-3 (Reg. No. 333-103100)

Ladies and Gentlemen:

Pursuant  to Rule  477  under  the  Securities  Act of  1933,  as  amended  (the
"Securities  Act"),  Time Warner Inc.  (the  "Company")  hereby  applies for the
withdrawal of its  Registration  Statement  No.  333-103100 on Form S-3 with all
exhibits thereto (collectively, the "Registration Statement").

The Registration Statement was originally filed with the Securities and Exchange
Commission  (the  "Commission")  on February 11, 2003,  in  connection  with the
resale of shares of the Company's common stock originally  intended to be issued
on March 31, 2003. The Commission  has not declared the  Registration  Statement
effective  and no  securities  have  been  sold  pursuant  to  the  Registration
Statement.  The Registration Statement is being withdrawn because the Company no
longer has contractual  obligations to have the Registration  Statement filed or
pursue its effectiveness.

The Company respectfully  requests that in accordance with Rule 457(p) under the
Securities Act, all fees paid to the Commission in connection with the filing of
the Registration Statement be credited to the Company's account for future use.

Please  contact  Brenda C.  Karickhoff,  Esq. at (212)  484-6576 if you have any
questions regarding this request for withdrawal.

Sincerely,

Time Warner Inc.


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