CERTIFICATE OF ELIMINATION

                                       of

                                TIME WARNER INC.

         TIME WARNER INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (formerly known as "TW Inc.")
(the "Corporation"),

   DOES HEREBY CERTIFY:

         FIRST: That at a meeting of the Board of Directors of the Corporation
on March 16, 2000, resolutions were duly adopted authorizing elimination of the
Series D Convertible Preferred Stock of the Corporation (for which the
Certificate of the Voting Powers, Designations, Preferences and Relative,
Participating, Optional or Other Special Rights, and Qualifications, Limitations
or Restrictions thereof, was filed with the Secretary of State of the State of
Delaware on October 10, 1996 (at which time the Corporation was named "TW
Inc.")) (the "Series D Stock"), as set forth herein:

                  RESOLVED, that all shares of the Series D Stock outstanding
         have been exchanged for the Corporation's Common Stock and no shares of
         Series D Stock remain outstanding or will be issued; and it is further

                  RESOLVED, that a Certificate of Elimination be prepared, which
         shall have the effect when filed with the Secretary of State of the
         State of Delaware of eliminating from the Restated Certificate of
         Incorporation of the Corporation all matters set forth in the
         Certificate of Designation previously filed with respect to the Series
         D Stock, and that the appropriate officers of the Corporation be, and
         they hereby are, authorized to execute and file, on behalf of the
         Corporation and under its corporate seal, such Certificate of
         Elimination with the Secretary of State of the State of Delaware.

         SECOND: That in accordance with the provisions of Section 151(g) of the
General Corporation Law of the State of Delaware, the Restated Certificate of
Incorporation of the Corporation is hereby amended to eliminate all matters set
forth in the Certificate of Voting Powers, Designations, Preferences and
Relative, Participating, Optional or Other Special Rights, and Qualifications,
Limitations or Restrictions thereof, filed on October 10, 1996 with respect to
the Series D Stock.














         IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Thomas W. McEnerney, its Vice President, on this 16th day of March,
2000.

                                                      TIME WARNER INC.

                                                       /s/ Thomas W. McEnerney
                                                      --------------------------
                                                      Name:  Thomas W. McEnerney
                                                      Title: Vice President

Attest:

By: /s/ Susan A. Waxenberg
    ---------------------------
    Name:  Susan A. Waxenberg
    Title: Assistant Secretary

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