Exhibit 99.3


               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON D.C.  20549

                                           


                           FORM 11-K 


                          ANNUAL REPORT
                Pursuant to Section 15(d) of the
                Securities Exchange Act of 1934 


/X/  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the fiscal year ended December 30, 1993.

     Commission File Number 1-8637.
                                        


               TIME WARNER EMPLOYEES' SAVINGS PLAN
                    (Full Title of the Plan)


                        TIME WARNER INC.
                      75 Rockefeller Plaza
                       New York, NY 10019
     (Name of issuer of securities held pursuant to the plan
     and address of its principal executive office)



     The financial statements and schedules have been filed in
paper format under cover of Form SE as permitted by General
Instruction E to Form 11-K



                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, the plan's administrators have duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly
authorized.


                                   TIME WARNER EMPLOYEES'
                                     SAVINGS PLAN



Date:  June 27, 1994               By:  /s/Carolyn K. McCandless 
                                        Carolyn K. McCandless
                                        Member of the
                                        Administrative Committee