Filed by AOL Time Warner Inc.
                       Pursuant to Rule 425 under the Securities Act of 1933
                       Subject  Company:  AOL Time Warner Inc.,
                       America  Online,  Inc. and Time Warner Inc.
                       Commission File No. 333-30184

THE FOLLOWING IS THE FORM OF AN EMAIL THAT IS BEING SENT TO EMPLOYEES OF AMERICA
ONLINE, INC. IN CONNECTION WITH AMERICA ONLINE'S SPECIAL MEETING OF STOCKHOLDERS
TO VOTE ON THE TIME WARNER MERGER.

Subject: Vote For AOL Time Warner Merger

Dear AOL Employees:

     If you own AOL stock,  you have received or will soon receive a copy of the
proxy materials  covering our proposed  merger with Time Warner.  Not only do we
urge you to vote in favor of the merger, we urge you to do so promptly.

     You should  know that the merger  requires  approval  by a majority  of all
shares  outstanding.  In  other  words,  this is an  election  where  your  vote
absolutely counts.

     You will find  information  on how to vote on your proxy  vote  instruction
card. As an alternative to mailing the vote  instruction card enclosed with your
proxy  materials,  we recommend  that you vote your shares on the Internet or by
phone. Voting by Internet or phone will allow your vote to be recorded much more
quickly than voting by mail. If you own AOL stock through a broker, you can vote
via the Internet by going to  ProxyVote.com  (http://www.proxyvote.com),  or via
phone by dialing  800-454-8683.  You will need the unique control number printed
on the proxy card or voting instructions you receive by mail to vote by Internet
or phone.

     In  addition,  if you vote your shares on the  Internet,  you will have the
option to receive all future shareholder  documents from the Company (as well as
other companies whose stocks you hold in that brokerage firm) via e-mail instead
of postal mail. We encourage you to select this option,  which will save you and
the Company time and money in future shareholder distributions.

     We urge you to read the Joint Proxy  Statement-Prospectus,  which  contains
important information.  You may view online the Joint Proxy Statement-Prospectus
and a shareholder  brochure describing the anticipated benefits of the merger by
going  to:   http://www.corp.aol.com/shareholder-broch.html.   The  Joint  Proxy
Statement-Prospectus,  which has been filed  with the  Securities  and  Exchange
Commission as part of a registration  statement and other documents incorporated
by reference  into the Joint Proxy  Statement-Prospectus  are available for free
from the SEC at its Website at www.sec.gov. If you would prefer to receive, also
for  free,  a hard  copy of these  documents,  please  send an  e-mail  to AOL's
Investor Relations department at AOLIR@aol.com.

     Thank you in advance for taking the time to vote in support of this merger.

     Sincerely,

     Richard Hanlon Vice President,
     Investor Relations

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We urge you to read the Joint Proxy Statement-Prospectus,  which AOL Time Warner
has filed with the Securities and Exchange  Commission as part of a Registration
Statement,   because  it  contains  important   information.   The  Joint  Proxy
Statement-Prospectus  is being sent on or about May 23, 2000 to  stockholders of
Time Warner and America Online  seeking their approval of the proposed  AOL/Time
Warner   merger.   You   may   obtain   a  free   copy   of  the   Joint   Proxy
Statement-Prospectus and other documents filed by AOL Time Warner (as well as by
America Online and Time Warner,  including  documents  incorporated by reference
into  the  Joint  Proxy   Statement-Prospectus)   with  the  Commission  at  the
Commission's  web site at www.sec.gov.  AOL  stockholders can get a free copy of
the Joint Proxy  Statement-Prospectus and the AOL documents incorporated therein
by  reference  by directing a request to America  Online,  Inc.,  22000 AOL Way,
Dulles, VA 20166,  Attention:  Investor  Relations,  telephone:  1-888-809-6263,
e-mail:  AOL  IR@aol.com.  Time Warner  stockholders  can get a free copy of the
Joint  Proxy  Statement-Prospectus  and the Time Warner  documents  incorporated
therein by reference by directing a request to Time Warner Inc., 75  Rockefeller
Plaza, New York, NY 10019, Attention:  Shareholder Relations,  telephone:  (212)
484-6971, e-mail: investrequest@twi.com.

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